10-Q

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, 2003

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 ( )

Indicate by check mark whether the registrant is an accelerated filed (as defined in Rule 12b-2 of the Exchange Act).

YES (X)      NO ( )

As of April 30, 2003, 134,954,362 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
	Item 4. Controls and Procedures
Part II: OTHER INFORMATION
	Item 1. Legal Proceedings
	Item 2. Changes in Securities and Use of Proceeds
	Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
CERTIFICATIONS
Exhibit Index
EXHIBIT 10.83
EXHIBIT 10.84
EXHIBIT 99.1
EXHIBIT 99.2

FORM 10-Q
QUARTERLY REPORT
Quarter Ended March 31, 2003

INDEX

					Page
Part I:	FINANCIAL INFORMATION
	Item 1.	Condensed Consolidated Financial Statements
			A.	Condensed Consolidated Balance Sheets as of March 31, 2003 and December 31, 2002		3
			B.	Condensed Consolidated Statements of Earnings for the three months ended March 31, 2003 and 2002		4
			C.	Condensed Consolidated Statements of Comprehensive Earnings for the three months ended March 31, 2003 and 2002		5
			D.	Condensed Consolidated Statement of Stockholders’ Equity for the three months ended March 31, 2003		6
			E.	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2003 and 2002		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				17
	Item 4.	Controls and Procedures				17
Part II:	OTHER INFORMATION
	Item 1.	Legal Proceedings				18
	Item 2.	Changes in Securities and Proceeds				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,
			2003			2002
			(Unaudited)
ASSETS
Investments:
	Fixed maturities available for sale, at fair value, at March 31, 2003 includes $261,865 and at December 31, 2002 includes $243,844 of pledged fixed maturity securities related to secured trust deposits		$	1,554,439		$	1,564,183
	Equity securities, at fair value			99,581			74,401
	Other long-term investments			16,217			38,368
	Settlement of investments			(12,916	)		(207	)
	Short-term investments at March 31, 2003 includes $204,802 and at December 31, 2002 includes $231,080 of pledged short-term investments related to secured trust deposits			1,154,999			888,863
		Total investments		2,812,320			2,565,608
Cash and cash equivalents, at March 31, 2003 includes $322,924 and at December 31, 2002 includes $295,051 of pledged cash related to secured trust deposits				535,727			482,600
Leases and residual interests in securitizations				102,220			119,242
Trade receivables, net				256,117			220,842
Notes receivable, net (related party — $1,748 in 2003 and $2,804 in 2002)				11,515			12,363
Goodwill				1,216,374			996,613
Prepaid expenses and other assets				381,094			351,348
Title plants				281,831			275,976
Property and equipment, net				192,721			165,595
Deferred tax asset				74,627			55,557
			$	5,864,546		$	5,245,744
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
	Accounts payable and accrued liabilities		$	696,639		$	698,917
	Notes payable			717,228			493,458
	Reserve for claim losses			902,753			887,973
	Secured trust deposits			781,003			750,920
	Income taxes payable			111,290			28,743
				3,208,913			2,860,011
	Minority interests and preferred stock of subsidiary			137,421			131,797
Stockholders’ equity:
	Preferred stock, $.0001 par value; authorized, 3,000,000 shares; issued and outstanding, none			—			—
	Common stock, $.0001 par value; authorized, 150,000,000 shares issued, 127,307,182 as of March 31, 2003 and 121,471,220 as of December 31, 2002			13			12
	Additional paid-in capital			1,711,836			1,551,637
	Retained earnings			866,338			738,522
				2,578,187			2,290,171
	Accumulated other comprehensive earnings			10,595			12,303
	Unearned compensation			(3,915	)		(1,628	)
	Less treasury stock, 2,588,125 shares as of March 31, 2003 and 1,839,500 shares as of December 31, 2002, at cost			(66,655	)		(46,910	)
				2,518,212			2,253,936
			$	5,864,546		$	5,245,744

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,
			2003		2002
			(Unaudited)
REVENUE:
	Title insurance premiums		$	967,661	$	729,362
	Escrow and other title-related fees			266,927		189,295
	Real estate related services			174,205		115,909
	Interest and investment income			17,057		18,281
	Realized gains, net			6,633		7,058
	Other income			4,393		6,955
				1,436,876		1,066,860
EXPENSES:
	Personnel costs			441,339		330,138
	Other operating expenses			315,609		221,123
	Agent commissions			387,213		308,971
	Provision for claim losses			48,384		36,468
	Interest expense			8,060		8,617
		Total expenses		1,200,605		905,317
Earnings before income taxes and minority interest				236,271		161,543
Income tax expense				87,420		58,154
Earnings before minority interest				148,851		103,389
Minority interest				5,272		2,404
		Net earnings	$	143,579	$	100,985
Basic earnings per share			$	1.19	$	0.85
Weighted average shares outstanding, basic basis				120,392		118,221
Diluted earnings per share			$	1.16	$	0.83
Weighted average shares outstanding, diluted basis				124,208		122,186
Cash dividends per share			$	0.12	$	0.07

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,
		2003			2002
		(Unaudited)
Net earnings		$	143,579		$	100,985
Other comprehensive earnings (loss):
	Unrealized gains (losses) on investments, net (1)		1,523			(2,141	)
	Reclassification adjustments for gains included in net earnings (2)		(3,231	)		(1,799	)
Other comprehensive loss			(1,708	)		(3,940	)
Comprehensive earnings		$	141,871		$	97,045

(1)	Net of income tax expense (benefit) of $1.0 million and $(1.4) million for the three months ended March 31, 2003 and 2002, respectively.
(2)	Net of income tax benefit of $(2.2) million and $(1.2) million for the three months ended March 31, 2003 and 2002, 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			Unearned
	Shares		Amount		Capital		Earnings			Earnings			Compensation			Shares		Amount
Balance, December 31, 2002		121,471	$	12	$	1,551,637	$	738,522		$	12,303		$	(1,628	)		1,840	$	(46,910	)
Purchase of treasury stock		—		—		—		—			—			—			748		(19,745	)
Exercise of stock options		1,124		—		12,384		—			—			—					—
Tax benefit associated with the exercise of options		—		—		8,129		—			—			—			—		—
Acquisition of ANFI, Inc.		4,712		1		139,288		—			—			—			—		—
Other comprehensive loss — unrealized loss on investments and other financial instruments		—		—		—		—			(1,708	)		—			—		—
Amortization of unearned compensation		—		—		—		—			—			456			—		—
Unearned compensation – ANFI		—		—		—		—			—			(2,743	)		—		—
Capital transactions of investments accounted for under the equity method		—		—		398		—			—			—			—		—
Cash dividends declared ($0.12 per share)		—		—		—		(15,763	)		—			—			—		—
Net earnings		—		—		—		143,579			—			—			—		—
Balance, March 31, 2003		127,307	$	13	$	1,711,836	$	866,338		$	10,595		$	(3,915	)		2,588	$	(66,655	)

See Notes Condensed Consolidated Financial Statements

6

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

			Three months ended
			March 31,
			2003			2002
			(Unaudited)
Cash flows from operating activities:
	Net earnings		$	143,579		$	100,985
	Reconciliation of net earnings to net cash provided by operating activities:
		Depreciation and amortization		21,802			16,939
		Net increase in reserve for claim losses		4,716			2,015
		Gain on sales of assets		(6,633	)		(7,058	)
	Change in assets and liabilities, net of effects from acquisitions:
		Net decrease in leases and lease securitization residual interests		17,022			9,954
		Net (increase) decrease in secured trust deposits		15,103			(426	)
		Tax benefit associated with the exercise of stock options		8,129			3,655
		Net increase in trade receivables		(18,389	)		(2,517	)
		Net (increase) decrease in prepaid expenses and other assets		(22,448	)		17,223
		Net decrease in accounts payable, accrued liabilities and minority interests		(49,352	)		(23,794	)
		Net increase in income taxes		77,550			46,520
Net cash provided by operating activities				191,079			163,496
Cash flows from investing activities:
	Proceeds from sales of investment securities available for sale			440,110			273,483
	Proceeds from maturities of investment securities available for sale			73,655			43,269
	Proceeds from sale of assets			211			—
	Collections of notes receivable			1,668			1,794
	Additions to title plants			(1,005	)		(557	)
	Additions to property and equipment			(29,391	)		(14,207	)
	Purchases of investment securities available for sale			(495,683	)		(400,271	)
	Net purchases of short-term investment securities			(253,673	)		(31,116	)
	Additions to notes receivable			(841	)		(1,180	)
	Acquisitions of businesses, net of cash acquired			(102,023	)		(2,613	)
	Sale of subsidiary, net of cash			—			15,500
Net cash used in investing activities				(366,972	)		(115,898	)

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,
		2003			2002
		(Unaudited)
Cash flows from financing activities:
	Borrowings	$	935		$	5,253
	Net proceeds from issuance of notes		248,118			—
	Debt issuance costs		(1,625	)		—
	Debt service payments		(27,202	)		(26,459	)
	Dividends paid		(11,718	)		(8,596	)
	Stock options exercised		12,384			11,191
	Purchases of treasury stock		(19,745	)		—
Net cash provided by (used in) financing activities			201,147			(18,611	)
Net increase in cash and cash equivalents, excluding pledged cash related to secured trust deposits			25,254			28,987
Cash and cash equivalents, excluding pledged cash related to secured trust deposits at beginning of period			187,549			174,713
Cash and cash equivalents, excluding pledged cash related to secured trust deposits at end of period		$	212,803		$	203,700
Supplemental cash flow information:
	Income taxes paid	$	1,500		$	2,212
	Interest paid	$	11,759		$	12,714
Noncash investing and financing activities:
	Dividends declared and unpaid	$	15,763		$	8,652

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, 2002.

Certain reclassifications have been made in the 2002 Condensed Consolidated Financial Statements to conform to classifications used in 2003.

Note B – Acquisitions

Omaha Property and Casualty Insurance Company

On May 2, 2003, the Company acquired the flood insurance business of Mutual of Omaha’s subsidiary, Omaha Property and Casualty Insurance Company (“OPAC”), for approximately $18.0 million in cash. This acquisition, along with the Bankers Insurance Group acquisition (described below) expands the Company’s penetration in the flood insurance business. The transaction is accounted for under the purchase method of accounting. Since the Company acquired OPAC on May 2, 2003, the results of operations and financial position of OPAC are not included as of March 31, 2003 or for the three months ended March 31, 2003.

ALLTEL Information Services, Inc.

On January 28, 2003, the Company entered into a stock purchase agreement with ALLTEL Corporation, Inc., a Delaware corporation (“ALLTEL”), to acquire from ALLTEL its financial services division, ALLTEL Information Services, Inc. (“AIS”). On April 1, 2003, the Company closed the acquisition and subsequently renamed the division Fidelity Information Services (“FIS”). FIS is one of the world’s largest providers of information-based technology solutions and processing services to the mortgage and financial services industries.

The Company acquired FIS for approximately $1,050.0 million, consisting of $775.0 million in cash and $275.0 million of the Company’s common stock. The Company funded the cash portion of the purchase price through the issuance of $250.0 million aggregate principal amount of 5.25% notes due March 15, 2013 (See Note C), and $525.0 million in available cash. The stock portion of the purchase price resulted in the issuance of 10,187,902 shares of the Company’s common stock to ALLTEL, which is restricted for resale for up to one year.

In connection with the stock purchase agreement and the closing of the acquisition, the Company entered into a stockholder’s agreement, a non-competition agreement and certain transition agreements with ALLTEL. The stockholder’s agreement: (1) restricts the sale by ALLTEL of the Company’s common stock received in the transaction for up to one year, (2) grants ALLTEL the right to designate one nominee to the Company’s Board of Directors, so long as it continues to hold at least 50% of the shares of the Company’s common stock received in the transaction, and (3) grants ALLTEL certain registration rights with respect to the Company’s common stock it receives in the transaction. The non-competition agreement prohibits, with certain exceptions, ALLTEL and its affiliates from engaging in the business relating to the assets acquired by the Company for a period of two years after the transaction. The transaction is accounted for under the purchase method of accounting. Since the Company acquired FIS on April 1, 2003, the results of operations and financial position of FIS are not included as of March 31, 2003 or for the three months ended March 31, 2003.

The following acquisitions occurred during the first quarter of 2003, and as such, the results of operations and financial position of these entities are included in the Condensed Consolidated Financial Statements from and after the date of acquisition.

Key Title Company

On March 31, 2003, the Company and its wholly-owned subsidiary, Ticor Title Insurance Company, acquired Key Title Company (“Key Title”) for approximately $22.5 million in cash. Key Title operates in 12 counties in the state of Oregon. The acquisition was accounted for as a purchase.

9

ANFI, Inc.

On January 9, 2003, the Company entered into an Agreement and Plan of Merger with ANFI, Inc. (“ANFI”), whereby each share of ANFI common stock would be exchanged for shares of the Company’s common stock. The merger agreement was amended on February 21, 2003. On March 26, 2003, the merger was completed and ANFI became a wholly-owned subsidiary of the Company. In the merger, each share of ANFI common stock (other than ANFI common stock the Company already owned) was exchanged for 0.454 shares of the Company’s common stock. The Company issued 4,711,912 shares of its common stock to the ANFI stockholders in the merger. The acquisition was accounted for as a purchase.

Lenders Service, Inc.

On February 10, 2003 the Company acquired Lenders Service, Inc., a Delaware corporation (“LSI”), for approximately $75.0 million in cash. LSI is a leading provider of appraisal, title and closing services to residential mortgage originators. The acquisition was accounted for as a purchase.

Bankers Insurance Group

On January 9, 2003 the Company acquired certain assets of Bankers Insurance Group (“Bankers”) for approximately $41.6 million in cash. The assets include the right to issue new and renewal flood insurance policies underwritten by Bankers and its subsidiaries, Bankers Insurance Company, Bankers Security Insurance Company and First Community Insurance Company (“FCIC”). As part of the transaction, the Company also acquired FCIC, a fifty-state licensed insurance carrier, to act as the underwriter for the policies. The acquisition was accounted for as a purchase.

Acquisition of Micro General Corporation by Fidelity National Information Solutions, Inc. (“FNIS”)

On April 30, 2002, FNIS, the Company’s majority-owned real estate related services public subsidiary, announced a tender offer for all of the outstanding shares of Micro General Corporation (“Micro General”), the Company’s majority-owned public subsidiary, whereby each share of Micro General common stock would be exchanged for shares of FNIS common stock. On July 9, 2002, the tender offer and subsequent short-form merger was completed and Micro General became a wholly-owned subsidiary of FNIS. Under the terms of the tender offer and merger, each share of Micro General common stock was exchanged for .696 shares of FNIS common stock. FNIS issued approximately 12.9 million shares of common stock to Micro General stockholders, resulting in approximately 38.3 million outstanding shares of FNIS common stock. As of March 31, 2003, the Company owns approximately 66.0% of the outstanding common stock of FNIS. In the Company’s Condensed Consolidated Financial Statements, this transaction is accounted for in accordance with Statement of Financial Accounting Standards No. 141, “Business Combinations” (“SFAS No. 141”) and FASB Technical Bulletin 85-5. Accordingly, FNIS’s acquisition of the minority stockholders’ interest in Micro General (the “noncontrolled equity interest”) was recognized by the Company as the acquisition of shares from a minority interest, which is accounted for by the purchase method under SFAS No. 141. FNIS’s acquisition of the Company’s interest in Micro General (the “controlled equity interest”) is not considered a business combination and, therefore, the Company recognized the related assets and liabilities transferred from the controlled equity interest in Micro General to FNIS at their historical carrying values. The market price per share of FNIS common stock that was issued to Micro General minority stockholders in this transaction exceeded the Company’s carrying amount per share of FNIS common stock, resulting in an increase of $98.7 million to the Company’s consolidated equity and an increase in net assets, the majority of which was goodwill. We have recorded certain preliminary purchase accounting adjustments, which are based on estimates utilizing available information. Such purchase accounting adjustments may be refined as additional information becomes available.

Homebuilders Financial Network, Inc.

On May 23, 2002, the Company acquired a 75% interest in Homebuilders Financial Network, Inc. (“HFN”), a provider of outsource mortgage loan fulfillment services to homebuilders, for approximately $21.0 million in cash. The acquisition was accounted for as a purchase.

Note C – Issuance of Notes

On March 11, 2003, the Company completed a public offering of $250.0 million aggregate principal amount of 5.25% notes due March 15, 2013. The notes were priced at 99.247% of par to yield 5.433% annual interest, and are unsecured. The Company received net proceeds of approximately $246.5 million, after expenses, which was used to pay a portion of the $1,050.0 million purchase price of FIS on April 1, 2003. See Note B.

10

Note D – 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,
		2003		2002
		(In thousands, except per share amounts)
Net earnings, basic and diluted basis		$	143,579	$	100,985
Weighted average shares outstanding during the period, basic basis			120,392		118,221
Plus:	Common stock equivalent shares assumed from conversion of options		3,816		3,965
Weighted average shares outstanding during the period, diluted basis			124,208		122,186
Basic earnings per share		$	1.19	$	0.85
Diluted earnings per share		$	1.16	$	0.83

Options to purchase 785,161 shares and 208,656 shares of the Company’s common stock were not included in the computation of diluted earnings per share because the options’ exercise price was greater than the average market price of the common stock for the three months ended March 31, 2003 and 2002, respectively.

Note E- Stock-Based Compensation Plans

At March 31, 2003, the Company has nine stock-based employee compensation plans, including two stock option plans assumed in connection with the ANFI merger. The Company accounts for those plans under the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees”, and related Interpretations. All options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant; therefore no stock-based compensation cost is reflected in net income. However, certain of the Company’s stock-based compensation plans allow for exercise prices with a fixed discount from the quoted market price, and as such, employee compensation cost is reflected in net income as it pertains to the exercise price decrease. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of FASB Statement No. 123, “Accounting for Stock-Based Compensation,” to stock-based employee compensation:

		Three months ended
		March 31,
		2003			2002
		(In thousands, except
		per share amounts)
Net earnings, as reported		$	143,579		$	100,985
Add:	Stock-based compensation expense included in reported net earnings, net of related tax effects		52			40
Deduct:	Total stock-based compensation expense determined under fair value based methods for all awards, net of related tax effects		(5,044	)		(6,712	)
Pro forma net earnings		$	138,587		$	94,313
Earnings per share:
Basic – as reported		$	1.19		$	0.85
Basic – pro forma		$	1.15		$	0.80
Diluted – as reported		$	1.16		$	0.83
Diluted – pro forma		$	1.11		$	0.77

11

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, 2003	Insurance		Services		and Other			Total
	(Dollars in thousands)
Total revenue	$	1,255,610	$	175,488	$	5,778		$	1,436,876
Operating earnings	$	197,524	$	43,460	$	1,459		$	242,443
Interest and investment income, including realized gains and losses		21,022		1,283		1,385			23,690
Depreciation and amortization expense		11,922		9,329		551			21,802
Interest expense		358		359		7,343			8,060
Earnings (loss) before income taxes and minority interest		206,266		35,055		(5,050	)		236,271
Income tax expense (benefit)		76,319		12,970		(1,869	)		87,420
Minority interest		335		4,937		—			5,272
Net earnings (loss)	$	129,612	$	17,148	$	(3,181	)	$	143,579
Assets	$	4,068,885	$	775,206	$	1,020,455		$	5,864,546
Goodwill	$	865,129	$	351,245	$	—		$	1,216,374

			Real Estate
Three Months Ended:	Title		Related		Corporate
March 31, 2002	Insurance		Services		and Other			Total
	(Dollars in thousands)
Total revenue	$	937,365	$	116,859	$	12,636		$	1,066,860
Operating earnings	$	134,969	$	25,906	$	885		$	161,760
Interest and investment income, including realized gains and losses		18,708		950		5,681			25,339
Depreciation and amortization expense		11,772		4,892		275			16,939
Interest expense		330		446		7,841			8,617
Earnings (loss) before income taxes and minority interest		141,575		21,518		(1,550	)		161,543
Income tax expense (benefit)		50,965		7,747		(558	)		58,154
Minority interest		195		2,209		—			2,404
Net earnings (loss)	$	90,415	$	11,562	$	(992	)	$	100,985
Assets	$	3,529,486	$	490,187	$	382,040		$	4,401,713
Goodwill	$	676,747	$	122,038	$	—		$	798,785

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.

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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 data and disclosure services, multiple listing services, mortgage loan fulfillment services, flood insurance, relocation services and homeowners insurance. 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 and the operations of FNF Capital, Inc., as well as the issuance and repayment of corporate debt obligations.

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 – Dividends, Stock Repurchase Program and Share and Per Share Restatement

On January 22, 2003, the Company’s Board of Directors declared a cash dividend of $0.12 per share, payable on April 25, 2003, to stockholders of record as of April 11, 2003. On April 22, 2003, the Company’s Board of Directors declared a cash dividend of $0.12 per share, payable on June 10, 2003, to stockholders of record as of May 27, 2003.

On April 24, 2002, the Company’s Board of Directors approved a three-year stock repurchase program, whereby the Company plans to devote a portion of its annual cash flow from operations to the systematic repurchase of shares of its common stock. Purchases may be made by the Company from time to time in the open market, in block purchases or in privately negotiated transactions. From May 15, 2002 through December 31, 2002, the Company repurchased a total of 2,543,962 shares of common stock for $61.2 million, or an average price of $24.06. The amount repurchased includes 549,587 shares of common stock purchased from certain of the Company’s officers and directors during the third quarter of 2002, of which 207,437 shares were accepted as full payment for certain notes receivable, including accrued interest. In December 2002, the Company retired 704,462 of these shares held as treasury stock, totaling $14.3 million. During the first quarter of 2003, the Company repurchased 748,625 shares of common stock for $19.7 million, or an average price of $26.38. From May 15, 2002 through March 31, 2003, a total of 3,292,587 shares of common stock have been repurchased for $81.0 million, or an average price of $24.58.

On April 22, 2003, the Company’s Board of Directors declared a five-for-four (5:4) stock split payable May 23, 2003, to stockholders of record as of May 9, 2003. On April 24, 2002, the Company’s Board of Directors 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 split and stock dividend.

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.

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Results of Operations

Net earnings for the first quarter of 2003 were $143.6 million, or $1.16 per diluted share, as compared with net earnings of $101.0 million, or $0.83 per diluted share, for the first quarter of 2002.

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 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 January 2001 and continuing through the first quarter of 2003, interest rates have been reduced by 525 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 32.7% to $967.7 million in the first quarter of 2003 as compared with the first quarter of 2002, due to the increases in resale 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
		2003		Total			2002		Total
		(Dollars in thousands)
Title premiums from direct operations		$	473,230		48.9	%	$	337,176		46.2	%
Title premiums from agency operations			494,431		51.1			392,186		53.8
	Total	$	967,661		100.0	%	$	729,362		100.0	%

The increase in resale and refinance activity in 2003 and 2002 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, 2003 were $266.9 million as compared with $189.3 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 $174.2 million in the first quarter of 2003 as compared with $115.9 million for the prior year quarter. The increase in real estate related services for the three-month period is primarily the result of increases in revenue from our real estate tax services, default management services, flood services, relocation services, home warranty services, mortgage loan fulfillment services (HFN), which was acquired in the second quarter of 2002, collateral risk assessment and valuation services (Hansen), which was acquired by FNIS in the second quarter of 2002, and insurance services, primarily from our flood insurance processing business (Bankers/FCIC), which was acquired in January 2003.

Interest and investment income was $17.1 million in first quarter of 2003 as compared with $18.3 million in the first quarter of 2002. The decrease in interest and investment income in 2003 is primarily due to a decrease in interest income reflecting lower interest rates in 2003 as compared with 2002.

Net realized gains for the first quarter of 2003 were $6.6 million as compared with net realized gains for the first quarter of 2002 of $7.1 million. 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 SRBG and CKE Restaurants, Inc.

Other income represents revenue generated by FNF Capital, Inc., our equipment leasing subsidiary. Other income for the first quarter of 2003 was $4.4 million as compared with $7.0 million for the first quarter of 2002.

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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 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 2003 personnel costs were $441.3 million, or 30.7% of total revenue, compared with $330.1 million, or 30.9% of total revenue for the corresponding 2002 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 expense, 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. 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. Total other operating expenses were $315.6 million, or 22.0% of total revenue for the first quarter of 2003 as compared with $221.1 million, or 20.7% of total revenue for the first quarter of 2002. The increase in other operating expenses from 2002 to 2003 was the result of the significant increase in opened and closed order volumes during the first quarter of 2003 as compared with the first quarter of 2002.

Agent commissions represent the portion of policy premiums retained by agents pursuant to the terms of their respective agency contracts. Agent commissions were 78.3% of agent title premiums in the first quarter of 2003 as compared with 78.8% of agent title premiums for the first quarter of 2002. 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 the current and 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 2003 and 2002.

Interest expense for the three-month period ended March 31, 2003 was $8.1 million. Interest expense for the three-month period ended March 31, 2002 was $8.6 million. The decrease in interest expense is attributable to a decrease in average outstanding notes payable in the first quarter of 2003 compared with average outstanding notes payable during the first quarter of 2002 and the decline in interest rates.

Income tax expense, as a percentage of earnings before income taxes, was 37.0% and 36.0% for the first quarter of 2003 and 2002, 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.

Minority interest for the three months ended March 31, 2003 and 2002 was $5.3 million and $2.4 million, respectively. The increase in minority interest in 2003 is due to increased earnings of our majority-owned subsidiaries.

Liquidity and Capital Resources

Cash Flows. Our cash requirements include debt service, operating expenses, taxes, capital expenditures, systems development, treasury stock repurchases, lease securitizations, business acquisitions 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.

Our two significant sources of internally generated 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

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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 2003, our title insurance subsidiaries can pay dividends or make other distributions to us of $114.9 million. Our underwritten title companies, real estate related service companies and FNIS 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. Our senior credit agreement provides the following distinct credit facilities:

• $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. In May 2002, the interest rate was reduced to LIBOR plus 1.00% from LIBOR plus 1.125% as a result of an upgrade in our debt ratings. As of March 31, 2003, $112.6 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, 2003.

On March 11, 2003, we issued $250.0 million aggregate principal amount of 5.25% notes, which are unsecured. We received net proceeds of approximately $246.5 million, after expenses, which was used to pay a portion of the $1,050.0 million purchase price for FIS (see Note B of Notes to Condensed Consolidated Financial Statements). Interest is payable semiannually and the notes are due in March 2013.

Contractual Obligations. There have been no material changes in our annual contractual obligations as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2002.

Capital Stock Transactions.

On April 24, 2002, our Board of Directors approved a three-year stock repurchase program, whereby we plan to devote a portion of its annual cash flow from operations to the systematic repurchase of shares of our common stock. Purchases may be made by us from time to time in the open market, in block purchases or in privately negotiated transactions. From May 15, 2002 through December 31, 2002, we repurchased a total of 2,543,962 shares of common stock for $61.2 million, or an average price of $24.06. The amount repurchased includes 549,587 shares of common stock purchased from certain of our officers and directors during the third quarter of 2002, of which 207,437 shares were accepted as full payment for certain notes receivable, including accrued interest. In December 2002, we retired 704,462 of these shares held as treasury stock, totaling $14.3 million. During the first quarter of 2003, we repurchased 748,625 shares of common stock for $19.7 million, or an average price of $26.38. From May 15, 2002 through March 31, 2003, a total of 3,292,587 shares of common stock have been repurchased for $81.0 million, or an average price of $24.58.

On March 26, 2003 we issued 4,711,912 shares of our common stock in connection with the merger of ANFI, Inc. See Note B of Notes to Condensed Consolidated Financial Statements.

On April 1, 2003, we issued 10,187,902 shares of our common stock to ALLTEL in connection with our acquisition of FIS. The common stock issued to ALLTEL is restricted for resale for up to one year. See Note B of Notes to Condensed Consolidated Financial Statements.

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On April 22, 2003, our Board of Directors declared a five-for-four (5:4) stock split payable May 23, 2003 to stockholders of record as of May 9, 2003. On April 24, 2002, our Board of Directors 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 and Notes thereto have been retroactively adjusted to reflect the stock split and stock dividend.

Equity Investments. We invest in public companies whose security prices are subject to significant volatility. The fair value of certain of these investments is less than our cost basis as of March 31, 2003. We currently believe these declines in fair value to be temporary based on the relatively short time these investments’ cost bases have exceeded their fair value and the financial condition and near-term prospects of these companies. However, should the fair value of these investments remain below our cost bases and/or the financial condition or prospects of these companies deteriorate, we may determine in a future period that this decline in fair value is other-than-temporary, requiring that an impairment loss be recognized in the period such a deterioration is made.

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, 2002.

Recent Accounting Pronouncements. In June 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 146, “Accounting for Costs Associated with Exit or Disposal Activities,” (“SFAS No. 146”). This standard is effective for exit or disposal activities that are initiated after December 31, 2002. The adoption of SFAS No. 146 is not expected to have a material effect on our financial statements.

In November 2002, the Financial Accounting Standards Board issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others” (“FIN 45”), an interpretation of Financial Accounting Standards Board Statements Nos. 5, 57 and 107 and a rescission of Financial Accounting Standards Board Interpretation No. 34. FIN 45 elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees issued. FIN 45 also clarifies that a guarantor is required to recognize, at inception of a guarantee, a liability for the fair value of the obligation undertaken. The adoption of FIN 45 did not have a material effect on our financial statements.

In December 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure — an amendment of Statement of Financial Accounting Standard No. 123” (“SFAS No. 148”). This statement provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. This statement also amends the disclosure requirements of Statement of Financial Accounting Standard No. 123 and Accounting Principles Board Opinion No. 28, “Interim Financial Reporting,” to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. We have not yet determined whether we will voluntarily change to the fair value based method of accounting for stock-based employee compensation.

During 2002, the FASB Emerging Issues Task Force reached a consensus on Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables” (“EITF 00-21”). EITF 00-21 provides an accounting model for an approach to determine whether a vendor should divide an arrangement with multiple deliverables into separate units of accounting. EITF 00-21 requires an analysis of whether a delivered item has stand-alone value to the customer, whether there is subjective and reliable evidence of fair value for the undelivered items, and whether delivery of the undelivered items is probable and substantially in control of the vendor if the arrangement includes a general right of return relative to the delivered item. Companies are required to adopt EITF 00-21 for fiscal periods beginning after June 15, 2003. Companies may apply EITF 00-21 prospectively to new arrangements initiated after the date of adoption or as a cumulative-effect adjustment. We are currently evaluating the impact of EITF 00-21.

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, 2002.

Item 4. Controls and Procedures

Within 90 days prior to the date of this report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic SEC reports. It should be noted that the design of any system of controls is based in part upon certain assumptions about

17

the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

In addition, we reviewed our internal controls, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation; including any corrective actions with regard to significant deficiencies and material weaknesses.

Part II: OTHER INFORMATION

Item 1. Legal Proceedings

As previously disclosed in our prior Securities and Exchange Commission filings, we were named in class action lawsuits alleging irregularities and violations of law in connection with title and escrow practices. Three lawsuits are currently pending. Four previously filed lawsuits have been settled or dismissed. The three pending suits are filed by private parties in State court in Los Angeles.

Two lawsuits, captioned Schneider v. Fidelity National Financial, Inc., et al. (Case No. 03CC00017) and Miller v. Michael C. Lowther, et al. (Case No. 03CC00018), are pending in Orange County Superior Court naming as defendants Fidelity and the members of the Board of Directors of ANFI. The complaints seek class action status and allege breach of fiduciary duty in connection with the approval of the merger by ANFI’s directors, one of whom is also a director of the Company. We believe the lawsuits are without merit.

Two lawsuits, captioned Betts v. California Title Company, et al. (Case No. 03CC00017) and Burkow v. California Title Company, et al. (Case No. BC294909) have been filed in Los Angeles County Superior Court naming as defendants Fidelity and Chicago Title. The complaints seek class action status and allege that the companies together with other title companies have conspired to fix the price of title products in violation of state and anti-trust statutes. We believe the lawsuits are without merit.

Item 2. Changes in Securities and Use of Proceeds

On April 1, 2003, we acquired FIS for approximately $1,050.0 million, consisting of $775.0 million in cash and $275.0 million of our common stock. The stock portion of the purchase price resulted in the issuance of 10,187,902 shares of our common stock, which is restricted for resale for up to one year. In connection with the issuance of the shares of our common stock, we relied on an exemption pursuant to Rule 506 of Regulation D from the registration requirements of the Securities Act of 1933, as amended. We believe that an exemption from registration pursuant to Rule 506 of Regulation D is appropriate, as the sale of our common stock in this transaction was made to less than 35 purchasers and each purchaser was either an “accredited investor” (as defined in Rule 501 of Regulation D) or we reasonably believed that such person had the knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the investment.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:

10.83	Employment Agreement by and between Fidelity National Financial, Inc. and Raymond R. Quirk as of March 20, 2003, filed herewith.
10.84	Employment Agreement by and between Fidelity National Financial, Inc. and Ernest D. Smith as of March 20, 2003, filed herewith.
99.1	Certification by Chief Executive Officer of Periodic Financial Reports pursuant to 18 U.S.C. Section 1350.
99.2	Certification by Chief Financial Officer of Periodic Financial Reports pursuant to 18 U.S.C. Section 1350.

(b)	Reports on Form 8-K:
	A Current Report on Form 8-K, dated January 29, 2003, was filed during the first quarter of 2003 to announce the signing of a Stock Purchase Agreement with ALLTEL Corporation, Inc., in connection with the acquisition of ALLTEL Information Services, Inc.
	A Current Report on Form 8-K, dated March 5, 2003, was filed during the first quarter of 2003 to announce our preliminary operating results for the three- and twelve month periods ended December 31, 2002.

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A Current Report on Form 8-K, dated March 6, 2003, was filed during the first quarter of 2003 to announce that on March 6, 2003, we completed the sale of $250.0 million aggregate principal amount of 5.25% Notes due March 15, 2013.

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
	Alan L. Stinson
	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)	Date: May 13, 2003

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CERTIFICATIONS

I, William P. Foley, II certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Fidelity National Financial, Inc.;

2.     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.     Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.     The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.     The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.     The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:	May 13, 2003
By:	/s/ William P. Foley, II
	William P. Foley, II
	Chairman of the Board and Chief Executive Officer

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I, Alan L. Stinson, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Fidelity National Financial, Inc.;

2.     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.     Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.     The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.     The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.     The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:	May 13, 2003
By:	/s/ Alan L. Stinson
	Alan L. Stinson
	Executive Vice President and Chief Financial Officer

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Exhibit Index

Exhibit	Description
10.83	Employment Agreement by and between Fidelity National Financial, Inc. and Raymond R. Quirk as of March 20, 2003, filed herewith.
10.84	Employment Agreement by and between Fidelity National Financial, Inc. and Ernest D. Smith as of March 20, 2003, filed herewith.
99.1	Certification by Chief Executive Officer of Periodic Financial Reports pursuant to 18 U.S.C. Section 1350.
99.2	Certification by Chief Financial Officer of Periodic Financial Reports pursuant to 18 U.S.C. Section 1350.

EX-10.83

                                                                   EXHIBIT 10.83

                              EMPLOYMENT AGREEMENT

         This employment agreement (the "Agreement") is effective as of March
20, 2003 (the "Effective Date"), by and between FIDELITY NATIONAL FINANCIAL,
INC., a Delaware corporation (the "Company"), and RAYMOND R. QUIRK (the
"Employee"). In consideration of the mutual covenants and agreements set forth
herein, the parties agree as follows:

         1.       Employment and Duties. Subject to the terms and conditions of
this Agreement, the Company employs the Employee to serve in an executive and
managerial capacity as President OF THE "company" and the Employee accepts such
employment and agrees to perform such reasonable responsibilities and duties
commensurate with the aforesaid positions as set forth in the Articles of
Incorporation and the Bylaws of the Company and as directed by the Company's
Chief Executive Officer.

         2.       Term. The term of this Agreement shall commence on the
Effective Date and shall continue for a period of three (3) years ending March
20, 2006, subject to prior termination as set forth in Section 7, below (the
"Term"). The Term may be extended at any time upon mutual agreement of the
parties.

         3.       Salary. During the Term, the Company shall pay the Employee a
minimum base annual salary, before deducting all applicable withholdings, of
$600,000 per year, payable at the times and in the manner dictated by the
Company's standard payroll policies. Such minimum base annual salary may be
periodically reviewed and increased (but not decreased) at the discretion of the
Compensation Committee of the Board of Directors to reflect, among other
matters, cost of living increases and performance results.

         4.       Other Compensation and Fringe Benefits. In addition to any
executive bonus, pension, deferred compensation and stock option plans which the
Company may from time to time make available to the employee upon mutual
agreement, the Employee shall be entitled to the following:

         (a)      The standard Company benefits enjoyed by the Company's other
                  top executives.

         (b)      Payment by the Company of the Employee's initiation and
                  membership dues in all social and/or recreational clubs as
                  deemed necessary and appropriate by the Employee to maintain
                  various business relationships on behalf of the Company;
                  provided, however, that the Company shall not be obligated to
                  pay for any of the Employee's personal purchases and expenses
                  at such club.

                                     Page 1



         (c)      Provision by the Company during the Term and any extensions
                  thereof to the Employee and his dependents of medical and
                  other insurance coverage under the Company's Executive Medical
                  Plan.

         (d)      Provision by the Company of supplemental disability insurance
                  sufficient to provide two-thirds of the Employee's
                  pre-disability minimum base annual salary.

         (e)      An annual bonus for each calendar year included in this
                  Agreement calculated pursuant to a formula set by the
                  Compensation Committee of the Company's Board of Directors.
                  For the Year 2003, the bonus formula is set forth on Exhibit A
                  attached hereto. The annual bonus shall be paid no later than
                  March 15th of the following year and is fully vested at the
                  end of each year in the event of a non-renewal of this
                  Agreement by the Company. Subject to Section 7 below, the
                  annual bonus shall be pro-rated for any partial employment
                  year.

         The Company shall deduct from all compensation payable under this
Agreement to the Employee any taxes or withholdings the Company is required to
deduct pursuant to state and federal laws or by mutual agreement between the
parties

         5.       Vacation. For and during each year of the Term and any
extensions thereof, the Employee shall be entitled to reasonable paid vacation
periods consistent with his position with the Company. In addition, the Employee
shall be entitled to such holidays consistent with the Company's standard
policies or as the Company's Board of Directors may approve.

         6.       Expense Reimbursement. In addition to the compensation and
benefits provided herein, the Company shall, upon receipt of appropriate
documentation, reimburse the Employee each month for his reasonable travel,
lodging, entertainment, promotion and other ordinary and necessary business
expenses.

         7.       Termination.

         (a)      For Cause. The Company may terminate this Agreement
                  immediately for cause upon written notice to the Employee, in
                  which event the Company shall be obligated to pay the Employee
                  that portion of the minimum base annual salary due him through
                  the date of termination. Cause shall be limited to (i) the
                  failure to perform duties consistent with a commercially
                  reasonable standard of care; (ii) the willful neglect of
                  duties; (iii) criminal or other illegal activities; or (iv) a
                  material breach of this Agreement.

                                     Page 2



         (b)      Without Cause. Either party may terminate this Agreement
                  immediately without cause by giving written notice to the
                  other. If the Company terminates under this Section 7(b), then
                  it shall pay to the Employee an amount equal to the product of
                  (i) the Employee's minimum annual base salary in effect as of
                  the date of termination, plus the greater of either (x) the
                  highest bonus paid for any year during which this Agreement
                  was in effect, or (y) Employee's minimum base salary in effect
                  as of the date of termination ("Base Year Bonus"), times (ii)
                  the number of years (including partial years) remaining in the
                  Term or the number 2 (two), whichever is greater. The Company
                  shall make such payment in a lump sum on or before the fifth
                  day following the date of termination, or as otherwise
                  directed by the Employee. In addition, all options granted to
                  the Employee which had not vested as of the date of
                  termination hereunder shall vest immediately and the Company
                  shall maintain in full force and effect for the continued
                  benefit of the Employee for the number of years (including
                  partial years) remaining in the Term, all employee benefit
                  plans and programs in which the Employee was entitled to
                  participate immediately prior to the date of termination,
                  provided that the Employee's continued participation is
                  possible under the general terms and provisions of such plans
                  and programs. In the event that the Employee's participation
                  in any such plan or program is prohibited, the Company shall,
                  at its expense, arrange to provide the Employee with benefits
                  substantially similar to those which the Employee would
                  otherwise have been entitled to receive under such plans and
                  programs for which his continued participation is prohibited.
                  If the Employee terminates under this Section 7(b), then the
                  Company shall be obligated to pay the Employee the minimum
                  annual base salary due him through the date of termination.

         (c)      Disability. If the Employee fails to perform his duties
                  hereunder on account of illness or other incapacity for a
                  period of nine consecutive months, then the Company shall have
                  the right upon written notice to the Employee to terminate
                  this Agreement without further obligation by paying the
                  Employee the minimum base annual salary, without offset, for
                  the remainder of the Term in a lump sum or as otherwise
                  directed by the Employee.

         (d)      Death. If the Employee dies during the Term, then this
                  Agreement shall terminate immediately and the Employee's legal
                  representatives shall be entitled to receive the minimum
                  annual base salary for the remainder of the Term in a lump sum
                  or as otherwise directed by the Employee's legal
                  representative.

         (e)      No Mitigation. The Employee shall not be required to mitigate
                  the amount of any payment provided for in this Section 7 by
                  seeking

                                     Page 3



                  other employment or otherwise, nor shall any compensation or
                  other payments received by the Employee after the date of
                  termination reduce any payments due under this Section 7.

         (f)      Effect of Termination. Termination for any reason or for no
                  reason shall not constitute a waiver of the Company's rights
                  under this Agreement nor a release of the Employee from any
                  obligation hereunder except his obligation to perform his
                  day-to-day duties as an employee.

         8.       Severance Payment.

         (a)      The Employee may terminate his employment hereunder for "Good
                  Reason," which for purposes of this Agreement shall mean a
                  "change in control of the Company." A "change in control of
                  the Company," for purposes of this Agreement, shall be deemed
                  to have occurred if (i) there shall be consummated (x) any
                  consolidation or merger of the Company other than a
                  consolidation or merger of the Company in which the holders of
                  the Company's Common Stock immediately prior to the merger own
                  more than 50% of the voting securities of the surviving
                  corporation immediately after the merger, or (y) any sale,
                  lease exchange or other transfer (in one transaction or a
                  series of related transactions) of all, of substantially all,
                  of the assets of the Company, or (ii) the stockholders of the
                  Company approve any plan or proposal for the liquidation or
                  dissolution of the Company, or (iii) any "person" (such as
                  that term is used in Sections 13(d) and 14(d) of the
                  Securities Exchange Act of 1934 (the "Exchange Act")), other
                  than the Company or any "person" who, on the date hereof, is a
                  director or officer of the Company, is or becomes the
                  "beneficial owner" (as defined in Rule 13d-3 under the
                  Exchange Act), of securities of the Company representing 30%
                  or more of the combined voting power of the Company's then
                  outstanding securities, or (iv) during any period of two (2)
                  consecutive years during the Term or any extensions thereof,
                  individuals, who, at the beginning of such period, constitute
                  the Board of Directors, cease for any reason to constitute at
                  least a majority thereof, unless the election of each director
                  who was not a director at the beginning of such period has
                  been approved in advance by directors representing at least
                  two-thirds of the directors then in office who were directors
                  at the beginning of the period. The Employee may only
                  terminate this Agreement due to a change in control of the
                  Company during the period commencing 60 days and expiring 365
                  days after such change in control.

         (b)      If the Employee terminates his employment for Good Reason, or,
                  if after a change in control of the Company, the Company shall

                                     Page 4



                  terminate the Employee's employment in breach of this
                  Agreement or pursuant to Section 7(b), then:

                  (i)      The Company shall pay the Employee his minimum base
                           annual salary due him through the date of
                           termination.

                  (ii)     In lieu of any further salary and bonus payments or
                           other payments due to the Employee for periods
                           subsequent to the date of termination, the Company
                           shall pay, as severance to the Employee, an amount
                           equal to the product of (A) the Employee's minimum
                           base annual salary in effect as of the date of
                           termination plus the Base Year Bonus, multiplied by
                           (B) the number of years (including partial years)
                           remaining in the Term or the number 2 (two),
                           whichever is greater.

                  (iii)    All options granted to the Employee which had not
                           vested as of the date of termination hereunder shall
                           vest immediately; and

                  (iv)     The Company shall maintain in full force and effect,
                           for the continued benefit of the Employee for the
                           number of years (including partial years) remaining
                           in the Term, all employee benefit plans and programs
                           in which the Employee was entitled to participate
                           immediately prior to the date of termination,
                           provided that the Employee's continued participation
                           is possible under the general terms and provisions of
                           such plans and programs. In the event that the
                           Employee's participation in any such plan or program
                           is prohibited, the Company shall, at its expense,
                           arrange to provide the Employee with benefits
                           substantially similar to those which the Employee
                           would otherwise have been entitled to receive under
                           such plans and programs from which his continued
                           participation is prohibited.

         (c)      For purposes of this Section 8 and Section 7 hereof, the
                  Employee shall not be required to mitigate the amount of any
                  payment provided for in Sections 7 and 8 by seeking other
                  employment or otherwise, nor shall any compensation or other
                  payments received by the Employee after the date of
                  termination reduce any payments due under such Sections.

         9.       Indemnification for Taxes. The Company shall indemnify
Employee for any and all taxes, penalties, additions to tax and interest on tax
deficiencies of any kind (collectively, "Taxes") with respect to any and all
payments and benefits provided by this Agreement or other agreements with

                                     Page 5



Employee which are subject (if at all) to the excise tax (Excess Tax") pursuant
to Section 4999 of the Internal Revenue Code of 1986, as amended. This
indemnification shall extend to any and all Taxes with respect to any and all
reimbursements hereunder such that, on a net-after-tax basis, Employee is in the
same position that Employee would have been in if no payments made by Company to
Employee had been subject to the Excise Tax (and, therefore, no indemnification
payments hereunder had been necessary).

         10.      Non-Delegation of Employee's Rights. The obligations, rights
and benefits of the Employee hereunder are personal and may not be delegated,
assigned or transferred in any manner whatsoever, nor are such obligations,
rights or benefits subject to involuntary alienation, assignment or transfer.

         11.      Confidential Information. The Employee acknowledges that in
his capacity as an employee of the Company he will occupy a position of trust
and confidence and he further acknowledges that he will have access to and learn
substantial information about the Company and its operations that is
confidential or not generally known in the industry including, without
limitation, information that relates to purchasing, sales, customers, marketing,
and the Company's financial position and financing arrangements. The Employee
agrees that all such information is proprietary or confidential, or constitutes
trade secrets and is the sole property of the Company. The Employee will keep
confidential, and will not reproduce, copy or disclose to any other person or
firm, any such information or any documents or information relating to the
Company's methods, processes, customers, accounts, analyses, systems, charts,
programs, procedures, correspondence or records, or any other documents used or
owned by the Company, nor will the Employee advise, discuss with or in any way
assist any other person, firm or entity in obtaining or learning about any of
the items described in this Section 11. Accordingly, the Employee agrees that
during the Term and at all times thereafter he will not disclose, or permit or
encourage anyone else to disclose, any such information, nor will he utilize any
such information, either along or with others, outside the scope of his duties
and responsibilities with the Company.

         12.      Non-Competition During Employment Term. The Employee agrees\
that, during the term and any extensions thereof, he will devote substantially
all his business time and effort, and give undivided loyalty, to the Company. He
will not engage in any way whatsoever, directly or indirectly, in any business
that is competitive with the Company or its affiliates, nor solicit, or in any
other manner work for or assist any business which is competitive with the
Company or its affiliates. In addition, during the Term and any extensions
thereof, the Employee will undertake no planning for or organization of any
business activity competitive with the work he performs as an employee of the
Company, and the Employee will not combine or conspire with any other employee
of the Company or any other person for the purpose of organizing any such
competitive business activity.

                                     Page 6



         13.      Non-Competition After Employment Term. The parties acknowledge
that an executive officer of the Company the Employee will acquire substantial
knowledge and information concerning the business of the Company as a result of
his employment. The parties further acknowledge that the scope of business I n
which the Company is engaged as of the Effective Date is national and very
competitive and one in which few companies can successfully compete. Competition
by an executive officer such as the Employee in that business after this
Agreement is terminated would severely injure the Company. Accordingly, for a
period of one year after this Agreement is terminated or the Employee leaves the
employment of the Company for any reason whatsoever, except as otherwise stated
hereinbelow, the Employee agree (i) not to become any employee, consultant,
advisor, principal, partner or substantial shareholder of any firm or business
that in any way competes with the Company in any of its presently-existing or
then-existing products and markets; and (ii) not to solicit any person or
business that was at the time of such termination and remains a customer or
prospective customer, or any employee of the Company. Notwithstanding any of the
foregoing provisions to the contrary, the Employee shall not be subject to the
restrictions set forth in this Section 12 under the following circumstances:

              a.  If the Employee's employment with the Company is terminated by
                  the Company without cause;

              b.  If the  Employee's  employment  with the Company is terminated
                  as a result of the Company's  unwillingness to extend the Term
                  of this Agreement; or

              c.  If the Employee leaves the employment of the Company for Good
                  Reason pursuant to Section 8, above.

         14.      Return of Company Documents. Upon termination of this
Agreement, Employee shall return immediately to the Company all records and
documents of or pertaining to the Company and shall not make or retain any copy
or extract of any such record or document.

         15.      Improvements and Inventions. Any and all improvements or
inventions, which the Employee may make or participate in during the period of
his employment, shall be the sole and exclusive property of the Company. The
Employee will, whenever requested by the Company, execute and deliver any and
all documents which the Company shall deem appropriate in order to apply for and
obtain patents for improvements or inventions or in order to assign and convey
to the Company the sole and exclusive right, title and interest in and to such
improvements, inventions, patents or applications.

         16.      Actions. The parties agree and acknowledge that the rights
conveyed by this Agreement are of a unique and special nature and that the
Company will not have an adequate remedy at law in the event of a failure by the

                                     Page 7



Employee to abide by its terms and conditions nor will money damages adequately
compensate for such injury. It is, therefore, agreed between the parties that,
in the event of a breach by the Employee of any of his obligations contained in
this Agreement, the Company shall have the right, among other rights, to damages
sustained thereby and to obtain an injunction or decree of specific performance
from any court of competent jurisdiction to restrain or compel the Employee to
perform as agreed herein. The Employee agrees that this Section 17 shall survive
the termination of his employment and he shall be bound by its terms at all
times subsequent to the termination of his employment for so long a period as
Company continues to conduct the same business or businesses as conducted during
the Term or any extensions thereof. Nothing herein contained shall in any way
limit or exclude any other right granted by law or equity to the Company.

         17.      Amendment. This Agreement contains, and its terms constitute,
the entire agreement of the parties, and it may be amended only by a written
document signed by both parties to this Agreement.

         18.      Governing Law. California law shall govern the construction
and enforcement of this Agreement and the parties agree that any litigation
pertaining to this Agreement shall be adjudicated in courts located in
California.

         19.      Attorneys' Fees. If any party finds it necessary to employ
legal counsel or to bring an action at law or other proceedings against the
other party to enforce any of the terms hereof, the party prevailing in any such
action or other proceeding shall be paid by the other party its reasonable
attorneys' fees as well as court costs, all as determined by the court and not a
jury.

         20.      Notices. Any notice, request, or instruction to be given
hereunder shall be in writing and shall be deemed given when personally
delivered or three (3) days after being sent by United States Certified Mail,
postage prepaid, with Return Receipt Requested, to the parties at their
respective addresses set forth below:

                  To the Company: Fidelity National Financial, Inc.
                                  4050 Calle Real
                                  Santa Barbara, California 93110-3413
                                  Attention: Peter T. Sadowski
                                             Executive Vice President

                                  To the Employee:
                                  Raymond R. Quirk
                                  1051 Via Chaparral
                                  Santa Barbara, CA 93105

                                     Page 8



         21.      Waiver of Breach. The Waiver by any party of any provisions of
this Agreement shall not operate or be construed as a waiver of any prior or
subsequent breach by the other party.

         IN WITNESS WHEREOF the parties have executed this Agreement to be
effective as of the date first set forth above.

                                            FIDELITY NATIONAL FINANCIAL, INC.

                                            By: /s/ Peter T. Sadowski
                                            ____________________________________
                                            Its: Executive Vice President

                                            RAYMOND R. QUIRK

                                            /s/ Randy R. Quirk
                                            ____________________________________

                                     Page 9

EX-10.84

                                                                   EXHIBIT 10.84

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (the "Agreement") is effective as of March
20, 2003 (the "Effective Date"), by and between FIDELITY NATIONAL FINANCIAL,
INC., a Delaware corporation (the "Company"), and ERNEST D. SMITH (the
"Employee"). In consideration of the mutual covenants and agreements set forth
herein, the parties agree as follows:

         1.       Employment and Duties. Subject to the terms and conditions of
this Agreement, the Company employs the Employee to serve in an executive and
managerial capacity as Executive Vice President and Co-Chief Operating Officer
of the "Company" and President of Alltel Information Services, Inc., upon its
acquisition by the Company and the Employee accepts such employment and agrees
to perform such reasonable responsibilities and duties commensurate with the
aforesaid position as set forth in the Articles of Incorporation and the Bylaws
of the Company and as directed by the Company's Chief Executive Officer.

         2.       Term. The term of this Agreement shall commence on the
Effective Date and shall continue for a period of three (3) years ending March
20, 2006, subject to prior termination as set forth in Section 7, below (the
"Term"). The Term may be extended at any time upon mutual agreement of the
parties.

         3.       Salary. During the Term, the Company shall pay the Employee a
minimum base annual salary, before deducting all applicable withholdings, of
$600,000 per year, payable at the times and in the manner dictated by the
Company's standard payroll policies. Such minimum base annual salary may be
periodically reviewed and increased (but not decreased) at the discretion of the
Compensation Committee of the Board of Directors to reflect, among other
matters, cost of living increases and performance results.

         4.       Other Compensation and Fringe Benefits. In addition to any
executive bonus, pension, deferred compensation and stock options plans which
the Company may from time to time make available to the Employee upon mutual
agreement, the Employee shall be entitled to the following:

                  (a)      The standard Company benefits enjoyed by the
Company's other top executives;

                  (b)      Payment by the Company of the Employee's initiation
and membership dues in a social and/or recreational club as deemed necessary and
appropriate by the Employee to maintain various business relationships on behalf
of the Company; provided, however, that the Company shall not be obligated to
pay for any of Employee's personal purchases and expenses at such club;

                  (c)      Provision by the Company during the Term and any
extensions thereof to the Employee and his dependents of medical and other
insurance coverage under the Company's Executive Medical Plan;

                                     Page 1



                  (d)      Provision by the Company of supplemental disability
insurance sufficient to provide two-thirds of the Employee's rep-disability
minimum base annual salary;

                  (e)      An annual bonus for each calendar year included in
this Agreement calculated pursuant to a formula set by the Compensation
Committee of the Company's Board of Directors. For the year 2003, the bonus
formula is set forth on Exhibit A attached hereto. The annual bonus shall be
paid no later than March 15th of the following year and is fully vested at the
end of each year in the event of a non-renewal of this Agreement by the Company.
Subject to Section 7 below, the annual bonus shall be pro-rated for any partial
employment year.

         The Company shall deduct from all compensation payable under this
Agreement to the Employee any taxes or withholdings the Company is required to
deduct pursuant to state and federal laws or by mutual agreement between the
parties.

         5.       Vacation. For and during each year of the Term and any
extensions thereof, the Employee shall be entitled to reasonable paid vacation
periods consistent with his positions with the Company and in accordance with
the Company's standard policies or as the Board of Directors may approve. In
addition, the Employee shall be entitled to such holidays consistent with the
Company's standard policies or as the Company's Board of Directors may approve.

         6.       Expense Reimbursement. In addition to the compensation and
benefits provided herein, the Company shall, upon receipt of appropriate
documentation, reimburse the Employee each month for his reasonable travel,
lodging, entertainment, promotion and other ordinary and necessary business
expenses.

         7.       Termination.

         (a)      For Cause. The Company may terminate this Agreement
immediately for cause upon written notice to the Employee, in which event the
Company shall be obligated to pay the Employee that portion of the minimum base
annual salary due him through the date of termination. Cause shall be limited to
(i) the failure to perform duties consistent with a commercially reasonable
standard of care; (ii) the willful neglect of duties; (iii) criminal or other
illegal activities; or (iv) a material breach of this Agreement.

         (b)      Without Cause. Either party may terminate this Agreement
immediately without cause by giving written notice to the other. If the Company
terminated under this Section 7(b), then it shall continue to pay to the
Employee an amount equal to the produce of (i) the Employee's minimum annual
base salary in effect as of the date of termination, plus either (x) the highest
bonus paid for any year during which this Agreement was in effect, or (y)
Employee's minimum base salary in effect as of the date of termination times the
number one (1), whichever is higher ("Base Year Bonus"), times (ii) the number
of years (including partial years) remaining in the Term of the number of two
(2) whichever is greater. The Company shall make such payment in a lump sum on
or before the fifth day following the date of termination, or as otherwise
directed by the Employee. In addition, the Company shall maintain in full force
and effect for the continued benefit of the Employee for the number of years
(including partial years) remaining in the Term, all employee benefit plans and
programs in

                                     Page 2



which the Employee was entitled to participate immediately prior to the date of
termination, provided that the Employee's continued participation is possible
under the general terms and provisions of such plans and programs. In the event
that the Employee's participation in any such plan or program from which his
continued participation is prohibited. If the Employee terminates under this
Section 7(b), then the Company shall be obligated to pay the Employee the
minimum base salary due him through the date of termination.

         (c)      Disability. If the Employee fails to perform his duties
hereunder on account of illness or other incapacity for a period of nine
consecutive months, then the Company shall have the right upon written notice to
the Employee to terminate this Agreement without further obligation by paying
the Employee the minimum base annual base salary, without offset, for the
remainder of the Term in a lump sum or as otherwise directed by the Employee.

         (d)      Death. If the Employee dies during the Term, then this
Agreement shall terminate immediately and the Employee's legal representatives
shall be entitled to receive the minimum annual base salary for the remainder of
the Term in a lump sum or as otherwise directed by the Employee's legal
representative.

         (e)      No Mitigation. The Employee shall not be required to mitigate
the amount of any payment provided for in this Section 7 by seeking other
employment or otherwise, nor shall any compensation or other payments received
by the Employee after the date of termination reduce any payments due under this
Section 7.

         (f)      Effect of Termination. Termination for any reason or for no
reason shall not constitute a waiver of the Company's rights under this
Agreement nor a release of the Employee from any obligation hereunder except his
obligation to perform his day-to-day duties as an employee

         8.       Severance Payment.

                  (a)      The Employee may terminate his employment hereunder
for "Good Reason" which for purposes of this Agreement shall mean a "change in
control of the Company". A "change in control of the Company", for purposes of
this Agreement, shall be deemed to have occurred if (i) there shall be
consummated (x) any consolidation or merger of the Company other than a
consolidation or merger of the Company in which the holders of the Company's
Common Stock immediately prior to the merger own more than 50% of the voting
securities of the surviving corporation immediately after the merger, or (y) any
sale, lease exchange or other transfer (in one transaction or a series of
related transactions) of all, or substantially all, of the assets of the
Company, or (ii) the stockholders of the Company approve any plan or proposal
for the liquidation or dissolution of the Company, or (iii) any "person" (such
as that term is used in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934 (the "Exchange Act")), other than the Company or any "person" who, on
the date hereof, is a director or officer of the Company, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), of
securities of the Company representing 30% or more of the combined voting power
of the Company's then outstanding securities, or (iv) during any period of two
(2) consecutive years during the Term or any extensions thereof, individuals,
who, at the

                                     Page 3



beginning of such period, constitute the Board of Directors, cease for any
reason to constitute at least a majority thereof, unless the election of each
director who was not a director at the beginning of such period has been
approved in advance by directors representing at least two-thirds of the
directors then in office who were directors at the beginning of the period. The
Employee may only terminate this Agreement due to a change in control of the
Company during the period commencing 60 days and expiring 365 days after such
change in control.

                  (b)      If the Employee terminates his employment for Good
Reason, or, if after a change in control of the Company, the Company shall
terminate the Employee's employment in breach of the Agreement or pursuant to
Section 7(b), then:

                           (i)      The Company shall pay the Employee his
minimum base annual salary due him through the date of termination;

                           (ii)     In lieu of any further salary and bonus
payments or other payments due to the Employee for periods subsequent to the
date of termination, the Company shall pay, as severance to the Employee, an
amount equal to the product of (A) the Employee's minimum base annual salary in
effect as of the date of termination plus the Base Year Bonus, multiplied by (B)
the number of years (including partial years) remaining in the Term or the
number two (2), whichever is greater;

                           (iii)    All options granted to the Employee which
had not vested as of the date of termination hereunder shall vest immediately;
and

                           (iv)     The Company shall maintain in full force and
effect, for the continued benefit of the Employee for the number of years
(including partial years) remaining in the Term, all employee benefit plans and
programs in which the Employee was entitled to participate immediately prior to
the date of termination, provided that the Employee's continued participation is
possible under the general terms and provisions of such plans and programs. In
the event that the Employee's participation in any such plan or program is
prohibited, the Company shall, at it's expense, arrange to provide the Employee
with benefits substantially similar to those which the Employee would otherwise
have been entitled to received under such plans and programs from which his
continued participation is prohibited.

                  (c)      The Employee shall not be required to mitigate the
amount of any payment provided for in this Section 8 by seeking other employment
or otherwise, nor shall any compensation or other payments received by the
Employee after the date of termination reduce any payments due under this
Section 8.

                  (d)      To the extent that any or all of the payments and
benefits provided for in this Agreement and pursuant to any other agreements
with Executive constitute "parachute payments" within the meaning of Section
280G of the Internal Revenue Code (the "Code") and, but for this Section 8(d),
would be subject to the excise tax imposed by Section 4999 of the Code, the
aggregate amount of the payments and benefits under this Agreement shall be
reduced such that the present value (as determined under the Code and applicable
regulations) of all

                                     Page 4



payments constituting "parachute payments", is equal to 2.99 times the
Executive's "base amount" (as defined in the Code).

         9.       Non-delegation of Employee's Rights. The obligations, rights
and benefits of the Employee hereunder are personal and may not be delegated,
assigned or transferred in any manner whatsoever, nor are such obligations,
rights or benefits subject to involuntary alienation, assignment or transfer.

         10.      Confidential Information. The Employee acknowledges that in
his capacity as an employee of the Company he will occupy a position of trust
and confidence and he further acknowledges that he will have access to and learn
substantial information about the Company and its operations that is
confidential or not generally known in the industry including, without
limitation, information that relates to purchasing, sales, customers, marketing,
and the Company's financial position and financing arrangements. The Employee
agrees that all such information is proprietary or confidential, or constitutes
trade secrets and is the sole property of the Company. The Employee will keep
confidential, and will not reproduce, copy or disclose to any other person or
firm, any such information or documents or information relating to the Company's
methods, processes, customers, accounts, analyses, systems, charts, programs,
procedures, correspondence or records, or any other documents used or owned by
the Company, nor will the Employee advise, discuss with or in any way assist any
other person, firm or entity in obtaining or learning about any of the items
described in this Section 10. Accordingly, the Employee agrees that during the
Term and at all times thereafter he will not disclose, or permit or encourage
anyone else to disclose, any such information nor will he utilize any such
information, either alone or with others, outside the scope of his duties and
responsibilities with the Company.

         11.      Non-Competition During Employment Term. The Employee agrees
that, during g the Term and any extensions thereof, he will devote substantially
all his business time and effort, and give undivided loyalty, to the Company. He
will not engage in any way whatsoever, directly or indirectly, in any business
that is competitive with the Company or its affiliates, nor solicit, or in any
other manner work for or assist any business which is competitive with the
Company or its affiliates. In addition, during the Term and any extensions
thereof, the Employee will undertake no planning for or organization of any
business activity competitive with the work he performs as an employee of the
Company, and the Employee will not combine or conspire with any other employee
of the Company or any other person for the purpose of organizing any such
competitive business activity.

         12.      Non-Competition After Employment Term. The parties acknowledge
that an executive officer of the Company the Employee will acquire substantial
knowledge and information concerning the business of the Company as a result of
his employment. The parties further acknowledge that the scope of business In
which the Company is engaged as of the Effective Date is national and very
competitive and one in which few companies can successfully compete. Competition
by an executive officer such as the Employee in that business after this
Agreement is terminated would severely injure the Company. Accordingly, for a
period of one year after this Agreement is terminated or the Employee leaves the
employment of the Company for any reason whatsoever, except as otherwise stated
hereinbelow,

                                     Page 5



the Employee agree (1) not to become any employee, consultant, advisor,
principal, partner or substantial shareholder of any firm or business that in
any way competes with the Company in any of its presently-existing or
then-existing products and markets; and (ii) not to solicit any person or
business that was at the time of such termination and remains a customer or
prospective customer, or any employee of the Company. Notwithstanding any of the
foregoing provisions to the contrary, the Employee shall not be subject to the
restrictions set forth in this Section 12 under the following circumstances:

                  (a)      If the Employee's employment with the Company is
terminated by the Company without cause;

                  (b)      If the Employee's employment with the Company is
terminated as a result of the Company's unwillingness to extend the Term of this
Agreement; or

                  (c)      If the Employee leaves the employment of the Company
for Good Reason pursuant to Section 8, above.

         13.      Return of Company Documents. Upon termination of this
Agreement, Employee shall return immediately to the Company all records and
documents of or pertaining to the Company and shall not make or retain any copy
or extract of any such record or document.

         14.      Improvements and Inventions. Any and all improvements or
inventions which the Employee may make or participate in during the period of
his employment shall be the sole an exclusive property of the Company. The
Employee will, whenever requested by the Company, execute and deliver any and
all documents which the Company shall deem appropriate in order to apply for and
obtain patents for improvements or inventions or in order to assign and convey
to the Company the sole and exclusive right, title and interest in and to such
improvements, inventions, patents or applications.

         15.      Actions. The parties agree and acknowledge that the rights
conveyed by this Agreement are of a unique and special nature and that the
Company will not have an adequate remedy at law in the event of a failure by the
Employee to abide by its terms and conditions nor will money damages adequately
compensate for such injury. It is therefore agreed between the parties that, in
the vent of a breach by the Employee of any of his obligations contained in this
Agreement, the Company shall have the right, among other rights, to damages
sustained thereby and to obtain an injunction or decree of specific performance
from any court of competent jurisdiction to restrain or compel the Employee to
perform as agreed herein. The Employee agrees that this Section 15 shall survive
the termination of his employment and he shall be bound by its terms at all time
subsequent to the termination of his employment for so long a period as the
Company continues to conduct the same business or businesses as conducted during
the Term or any extensions thereof. Nothing herein contained shall in any way
limit or exclude any other right granted by law or equity to the Company.

         16.      Amendment. This Agreement contains, and its term constitute,
the entire agreement of the parties, and it may be amended only by a written
document signed by both

                                     Page 6



parties to this Agreement. This Agreement supercedes and replaces any prior
agreements or understandings between the parties with respect to the subject
matter hereof.

         17.      Governing Law. California law shall govern the construction
and enforcement of this Agreement and the parties agree that nay litigation
pertaining to this Agreement shall be adjudicated in courts located in
California.

         18.      Attorneys' Fees. If any party finds it necessary to employee
legal counsel or to bring an action at law or other proceedings against the
other party to enforce any of the terms hereof, the party prevailing in any such
action or other proceeding shall be paid by the other party its reasonable
attorneys' fees or other court costs, all as determined by the court and not a
jury.

         19.      Severability. If any section, subsection or provision hereof
is found for any reason whatsoever, to be invalid or inoperative, that section,
subsection or provision shall be deemed severable and shall not affect the force
and validity of any other provision of this Agreement. If any covenant herein is
determined by a court to be overly broad thereby making the covenant
unenforceable, the parties agree and it is their desire that such court shall
substitute a reasonable judicially enforceable limitation in place of the
offensive part of the covenant and that as so modified the covenant shall be
fully enforceable as if set forth herein by the parties themselves in the
modified form. The covenants of the Employee in this Agreement shall each be
construed as an agreement independent of any other provision in this Agreement,
and the existence of any claim or cause of action of the Employee against the
Company, whether predicated on this Agreement or otherwise, shall not constitute
a defense to the enforcement by the Company of the covenants of this Agreement.

         20.      Notices. Any notice, request or instruction to be given
hereunder shall be in writing and shall be deemed given when personally
delivered or three (3) days after being sent by United States certified mail,
postage prepaid, with return receipt requested, to the parties at their
respective addresses set forth below:

                                    To the Company:

                                            Fidelity National Financial, Inc.
                                            4050 Calle Real
                                            Santa Barbara, CA 93105
                                            Attention: Peter T. Sadowski
                                                       Executive Vice President

                                    To the Employee:

                                            Ernest D. Smith
                                            4455 Shadow Hills Boulevard
                                            Santa Barbara, CA 93105

                                     Page 7



         21.      Waiver of Breach. The waiver by any party of the provisions of
this Agreement shall not operate or be construed as a waiver of any prior or
subsequent breach by the other party.

                                     Page 8



         IN WITNESS WHEREOF the parties have executed this Agreement to be
effective as of the date first set forth above.

                                            FIDELITY NATIONAL FINANCIAL, INC.

                                            By /s/ Peter T. Sadowski
                                              _______________________________

                                            Its: Executive Vice President
                                                _____________________________

                                            ERNEST D. SMITH

                                            /s/ Ernest D. Smith
                                            _______________________________

                                     Page 9

EX-99.1

Exhibit 99.1

CERTIFICATION OF PERIODIC FINANCIAL REPORTS PURSUANT TO 18 U.S.C. §1350

The undersigned hereby certifies that he is the duly appointed and acting Chief Executive Officer of Fidelity National Financial, Inc., a Delaware corporation (the “Company”), and hereby further certifies as follows.

1.	The periodic report containing financial statements to which this certificate is an exhibit fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
2.	The information contained in the periodic report to which this certificate is an exhibit fairly presents, in all material respects, the financial condition and results of operations of the Company.

In witness whereof, the undersigned has executed and delivered this certificate as of the date set forth opposite his signature below.

Date: May 13, 2003	/s/ William P. Foley, II
	William P. Foley, II
	Chief Executive Officer

EX-99.2 6 a89474exv99w2.htm EXHIBIT 99.2

Exhibit 99.2

CERTIFICATION OF PERIODIC FINANCIAL REPORTS PURSUANT TO 18 U.S.C. §1350

     The undersigned hereby certifies that he is the duly appointed and acting Chief Financial Officer of Fidelity National Financial, Inc., a Delaware corporation (the “Company”), and hereby further certifies as follows.

1.	The periodic report containing financial statements to which this certificate is an exhibit fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
2.	The information contained in the periodic report to which this certificate is an exhibit fairly presents, in all material respects, the financial condition and results of operations of the Company.

     In witness whereof, the undersigned has executed and delivered this certificate as of the date set forth opposite his signature below.

Date: May 13, 2003	/s/ Alan L. Stinson
	Alan L. Stinson
	Chief Financial Officer

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99.2

exv99w2