Note A — Basis of Financial Statements

     The unaudited financial information in this report includes the accounts of Fidelity National Financial, Inc. and its subsidiaries (collectively, “We,” “Us,” “Our,” or “FNF”) 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 our Annual Report on Form 10-K for the year ended December 31, 2009.

     Certain reclassifications have been made in the 2009 Condensed Consolidated Financial Statements to conform to classifications used in 2010.

Description of Business

     We are a holding company that through our subsidiaries provides title insurance, mortgage services, specialty insurance and information services. We are the nation’s largest title insurance company through our title insurance underwriters — Fidelity National Title, Chicago Title, Commonwealth Land Title, and Alamo Title — which collectively issued more title insurance policies in 2009 than any other title company in the United States. We also provide flood insurance, personal lines insurance, and home warranty insurance through our specialty insurance subsidiaries. We are a leading provider of global human resources, payroll, benefits and payment solutions through our minority-owned affiliate, Ceridian Corporation (“Ceridian”). We also own a minority interest in Remy International, Inc. (“Remy”), a leading global vehicular parts designer, manufacturer, remanufacturer, marketer and distributor of aftermarket and original equipment electrical components for automobiles, light trucks, heavy-duty trucks and other vehicles.

     As of June 30, 2010, we completed a project to reduce the number of our title insurance underwriters in order to eliminate significant legal, operating and oversight costs associated with operating multiple separate and independent underwriters. Our remaining four principal title insurance underwriters are Fidelity National Title, Chicago Title, Commonwealth Land Title, and Alamo Title. Security Union Title and Ticor Title were merged into Chicago Title. Lawyers Title was merged into Fidelity National Title.

Sale of Sedgwick CMS

     On May 28, 2010, we completed the sale of our 32% interest in Sedgwick, our minority-owned affiliate that provides claims management services to large corporate and public sector entities, to a group of private equity funds. See note D on investments for further discussion of the sale.

Discontinued Operations

     On September 25, 2009, we closed on the sale of Fidelity National Capital, Inc. (“FN Capital”), a wholly-owned financing and leasing subsidiary, to Winthrop Resources Corporation. Accordingly, the sale and results of FN Capital for periods prior to the sale are reflected in the Condensed Consolidated Statements of Earnings as discontinued operations for all periods presented. Net proceeds to FNF from the sale of FN Capital were $49.2 million. We recorded a pre-tax loss on the sale of $3.4 million ($2.2 million after tax). Total revenues from FN Capital included in discontinued operations were $10.2 million and $21.2 million for the three-month and six-month periods ended June 30, 2009, respectively. Pre-tax (losses) earnings included in discontinued operations were $(0.6) million and $0.7 million for the three-month and six-month periods ended June 30, 2009.

     In February 2009, we transferred our ownership interest in FNRES Holdings, Inc. (“FNRES”) to Lender Processing Services (“LPS”), a related party at the time, in exchange for all of the outstanding shares of Investment Property Exchange Services, Inc. (“IPEX”), a company that facilitates real estate exchanges under Section 1031 of the Internal Revenue Code. The purchase price of IPEX was approximately $43 million, which was the fair value of FNF’s 61% holdings in FNRES. The results of operations of FNRES are reflected as discontinued operations in the Condensed Consolidated Statements of Earnings. Discontinued operations included revenues from FNRES’ operations of $11.7 million and $3.5 million for the three-month and six-month periods ended June 30, 2009. Discontinued operations included pre-tax losses related to FNRES’ operations of $0.5 million for the six-month period ended June 30, 2009.

Transactions with Related Parties

     We have historically conducted business with Fidelity National Information Services, Inc. and its subsidiaries (collectively “FIS”). On July 2, 2008, FIS completed the spin-off of its lender processing services segment into a separate publicly traded company, LPS. As part of the spin-off of LPS, a number of the agreements that were previously in effect between FNF and FIS were amended and renegotiated to reflect the revised relationships between FNF and FIS and the new relationships between FNF and LPS. Effective March 15, 2009, William P. Foley, II, retired from his position as an officer and director of LPS. Prior to March 15, 2009, Mr. Foley was the Chairman of the Board of LPS. Also at that time, Daniel D. (Ron) Lane and Cary H. Thompson, retired from the LPS Board of Directors. As a result, as of March 15, 2009, LPS was no longer a related party and activity between FNF and LPS subsequent to that date is not included in our disclosures of transactions with related parties.

Agreements with FIS

     A summary of the agreements that were in effect with FIS through June 30, 2010, is as follows:

•

Technology (“IT”) and data processing services from FIS. These agreements govern IT support services provided to us by FIS, primarily consisting of infrastructure support and data center management. Subject to certain early termination provisions (including the payment of minimum monthly service and termination fees), the agreement expires on or about June 30, 2013 with an option to renew for one or two additional years.

•

Administrative corporate support and cost-sharing services to and from FIS. We have provided certain administrative corporate support services such as corporate aviation and other administrative support services to FIS. On a lesser scale, FIS has provided similar support services to us. The pricing of these administrative services is at cost. The administrative corporate services agreement expired in July 2010 and was subsequently extended to June 2012. Going forward, FNF will continue to provide administrative services to FIS under this agreement but will no longer receive similar services from FIS. The agreement is subject to extension in certain circumstances or early termination if the services are no longer required by FIS or upon mutual agreement of the parties.

•

Real estate management, real estate lease and equipment lease agreements. Included in our revenues are amounts received related to leases of certain equipment to FIS and the sublease of certain office space, furniture and furnishings to FIS. A majority of the leases of equipment to FIS were between FN Capital and FIS and the related receipts are no longer revenue to us subsequent to the sale of FN Capital on September 25, 2009.

     A detail of related party items between us and FIS that were included in revenues and expenses for the periods presented is as follows:

		Three months ended				Three months ended				Six months ended				Six months ended
		June 30, 2010				June 30, 2009				June 30, 2010				June 30, 2009
		(In millions)
Rental revenue		$	0.3			$	3.4			$	0.7			$	10.4
Corporate services and cost-sharing			0.7				0.6				1.4				1.0
Total revenues		$	1.0			$	4.0			$	2.1			$	11.4
Data processing costs		$	12.4			$	11.4			$	24.0			$	23.1

     We believe the amounts earned by us or charged to us under each of the foregoing arrangements are fair and reasonable. The information technology infrastructure support and data center management services provided to us are priced within the range of prices that FIS offers to its unaffiliated third party customers for the same types of services. However, the amounts we earned or were charged under these arrangements were not negotiated at arm’s-length, and may not represent the terms that we might have obtained from an unrelated third party. The amounts due to FIS as a result of these agreements were $8.7 million as of June 30, 2010 and $6.9 million as of December 31, 2009.

     On October 1, 2009, pursuant to an investment agreement between us and FIS dated March 31, 2009 (the “Investment Agreement”), we invested a total of $50.0 million in FIS common stock in connection with a merger between FIS and Metavante Technologies, Inc. Under the terms of the Investment Agreement, we purchased 3,215,434 shares of FIS’s common stock at a price of $15.55 per share. Additionally, we received a transaction fee of $1.5 million from FIS. The fair value of this investment of $86.2 million and $75.4 million as of June 30, 2010 and December 31, 2009, respectively, is recorded in equity securities. Changes in fair value of the FIS stock are recorded as other comprehensive earnings.

Agreements with LPS

     As noted above, prior to March 15, 2009, LPS was a related party to us. A detail of related party revenues and expenses between FNF and LPS during that period are as follows. We recorded agency title premiums of $84.2 million for the period from January 1, 2009 through March 15, 2009. We recorded agency title commissions of $73.8 million for the period from January 1, 2009 through March 15, 2009. We recorded other revenue of $4.9 million for the period from January 1, 2009 through March 15, 2009. We recorded other operating expenses relating to agreements with LPS of $18.9 million for the period from January 1, 2009 through March 15, 2009.

Recent Accounting Pronouncements

     In January 2010, the FASB updated ASC Topic 820, requiring additional disclosures about fair value measurements regarding transfers between fair value categories as well as purchases, sales, issuances and settlements related to fair value measurements of financial instruments with non-observable inputs. This update was effective and was adopted without a material impact on our financial condition or results of operations for interim and annual periods beginning after December 15, 2009 except for disclosures about purchases, sales, issuances and settlements of financial instruments with non-observable inputs, which are effective for years beginning after December 15, 2010. The additional disclosures required by this update will be included in the note on fair value measurements upon adoption. We do not expect these additional disclosures to have a material impact on our financial condition or results of operations.

     In August 2009, the FASB updated ASC Topic 820, clarifying the methodology used to determine the fair value of a liability. This update became effective for annual reporting periods beginning after August 2009, and for interim periods during the first annual reporting period. This update did not have a material impact on our financial condition or results of operations.

Note B — Earnings Per Share

     Basic earnings per share is computed by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding during the period. In periods when earnings are positive, diluted earnings per share is calculated by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding plus the impact of assumed conversions of potentially dilutive securities. For periods when we recognize a net loss from continuing operations, diluted earnings per share is equal to basic earnings per share as the impact of assumed conversions of potentially dilutive securities is considered to be antidilutive. We have granted certain options and shares of restricted stock which have been treated as common share equivalents for purposes of calculating diluted earnings per share for periods in which positive earnings have been reported.

     The following table presents the computation of basic and diluted earnings per share:

		Three months ended								Six months ended
		June 30,								June 30,
		2010				2009				2010				2009
		(In millions, except per share amounts)
Basic and diluted net earnings from continuing operations attributable to FNF common shareholders		$	139.6			$	92.3			$	156.1			$	79.5
Basic and diluted net (loss) earnings from discontinued operations attributable to FNF common shareholders			—				(0.3	)			—				0.1
Basic and diluted net earnings attributable to FNF common shareholders		$	139.6			$	92.0			$	156.1			$	79.6
Weighted average shares outstanding during the period, basic basis			227.5				228.1				227.6				220.7
Plus: Common stock equivalent shares assumed from conversion of options			3.0				4.0				2.9				4.3
Weighted average shares outstanding during the period, diluted basis			230.5				232.1				230.5				225.0
Basic earnings per share attributable to FNF common shareholders		$	0.61			$	0.40			$	0.69			$	0.36
Diluted earnings per share attributable to FNF common shareholders		$	0.61			$	0.40			$	0.68			$	0.35

     Options to purchase shares of our common stock that are antidilutive are excluded from the computation of diluted earnings per share. Antidilutive options totaled 13.6 million shares and 8.5 million shares for the three months ended June 30, 2010 and 2009, respectively, and 13.8 million shares and 7.0 million shares for the six months ended June 30, 2010 and 2009, respectively.

Note C — Fair Value Measurements

     The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of June 30, 2010 and December 31, 2009, respectively:

		June 30, 2010
		Level 1				Level 2				Level 3				Total
		(In millions)
Fixed maturity securities available for sale:
U.S. government and agencies		$	—			$	370.8			$	—			$	370.8
State and political subdivisions			—				1,326.1				—				1,326.1
Corporate debt securities			—				1,353.9				—				1,353.9
Mortgage-backed/asset-backed securities			—				221.3				—				221.3
Other fixed maturity			—				40.1				26.8				66.9
Equity securities available for sale			114.7				—				—				114.7
Other long-term investments			—				—				74.2				74.2
Total		$	114.7			$	3,312.2			$	101.0			$	3,527.9

		December 31, 2009
		Level 1				Level 2				Level 3				Total
		(In millions)
Fixed maturity securities available for sale:
U.S. government and agencies		$	—			$	409.2			$	—			$	409.2
State and political subdivisions			—				1,339.4				—				1,339.4
Corporate debt securities			—				1,379.1				—				1,379.1
Mortgage-backed/asset-backed securities			—				312.5				—				312.5
Other fixed maturity			—				38.8				45.2				84.0
Equity securities available for sale			92.5				—				—				92.5
Other long-term investments			—				—				78.7				78.7
Total		$	92.5			$	3,479.0			$	123.9			$	3,695.4

     Our Level 2 fair value measures for fixed maturities available for sale are provided by third-party pricing services. We utilize one firm for our taxable bond portfolio and another for our municipal bond portfolio. These pricing services are leading global providers of financial market data, analytics and related services to financial institutions. We only rely on one price for each instrument to determine the carrying amount of the assets on our balance sheet. The inputs utilized in these pricing methodologies include observable measures such as benchmark yields, reported trades, broker dealer quotes, issuer spreads, two sided markets, benchmark securities, bids, offers and reference data including market research publications.

     Our Level 3 investments consist of auction rate securities which were included in the assets of Commonwealth Land Title Insurance Company and Lawyers Title Insurance Corporation that were acquired on December 22, 2008, and structured notes that were purchased in the third quarter of 2009. The auction rate securities are classified in other fixed maturity investments and had a par value of $41.8 million and fair value of $26.8 million at June 30, 2010 and a par value of $69.7 million and fair value of $45.2 million at December 31, 2009. These securities represent less than one percent of our total investment portfolio. There is no active market for the auction rate securities and they are valued using models with significant non-observable inputs. Fair values for these securities are provided by a third-party pricing service using a proprietary valuation model which considers factors such as time to maturity, interest rates, credit-worthiness of the issuer, trading characteristics, and available market data for similar securities. We believe the fair value of the auction rate securities to be reasonable as of June 30, 2010. The structured notes had a par value of $75.0 million and fair value of $74.2 million at June 30, 2010 and a par value of $75.0 million and fair value of $78.7 million at December 31, 2009. The structured notes are held for general investment purposes and represent less than two percent of our total investment portfolio. The structured notes are classified as other long-term investments and are measured in their entirety at fair value with changes in fair value recognized in earnings. The fair value of these instruments represents exit prices obtained from a broker-dealer. These exit prices are the product of a proprietary valuation model utilized by the trading desk of the broker-dealer and contain assumptions relating to volatility, the level of interest rates, and the value of the underlying indexes, exchange-traded funds, and foreign currencies. We believe the valuations of the structured notes to be reasonable and to represent an exit price for the securities as of June 30, 2010.

     The following table presents the changes in our investments that are classified as Level 3 for the period ended June 30, 2010 (in millions):

Balance, December 31, 2009		$	123.9
Proceeds received upon call/sales			(16.2	)
Realized gain			6.0
Realized loss			(4.5	)
Realized gain previously included in other comprehensive earnings			(6.0	)
Unrealized losses included in other comprehensive earnings			(2.2	)
Balance, June 30, 2010		$	101.0

     The carrying amounts of accounts receivable and notes receivable approximate fair value due to their short-term nature. The fair value of our notes payable is included in note E.

     Additional information regarding the fair value of our investment portfolio is included in note D.

Note E — Notes payable

     Notes payable consists of the following:

		June 30,				December 31,
		2010				2009
		(In millions)
Unsecured notes, net of discount, interest payable semi-annually at 6.60%, due May 2017		$	299.7			$	—
Unsecured notes, net of discount, interest payable semi-annually at 5.25%, due March 2013			236.2				245.2
Unsecured notes, net of discount, interest payable semi-annually at 7.30%, due August 2011			165.5				165.5
Syndicated credit agreement, unsecured, unused portion of $901.2 million at June 30, 2010, composed of $1.4 million due October 2011 with interest payable monthly at LIBOR plus 0.475% (0.82% at June 30, 2010) and $48.6 million due March 2013 with interest payable monthly at LIBOR plus 1.5% (1.85% at June 30, 2010)			50.0				400.0
Subordinated note payable to LFG Liquidation Trust, interest payable annually			—				50.0
Other			1.2				1.2
		$	752.6			$	861.9

     At June 30, 2010, the fair value of our long-term debt was $757.2 million and the carrying amount was $752.6 million. The fair values of our unsecured notes payable are based on established market prices for the securities on June 30, 2010. The fair value of our syndicated credit agreement is estimated using discounted cash flow analyses based on current market interest rates and comparison of interest rates being paid to our current incremental borrowing rates for similar types of borrowing arrangements.

     On May 5, 2010, we completed an offering of $300.0 million in aggregate principal amount of our 6.60% notes due 2017 (“the Notes”), pursuant to an effective registration statement previously filed with the Securities and Exchange Commission. The notes were priced at 99.897% of par to yield 6.61% annual interest. As such we recorded a discount of $0.3 million, which is netted against the $300.0 million aggregate principal amount of notes. The discount is amortized to May 2017 when the notes mature. We received net proceeds of $297.3 million, after expenses, which were used to repay outstanding borrowings under our credit agreement. Interest is payable semi-annually.

     Effective March 5, 2010, we entered into an agreement to amend and extend our credit agreement dated September 12, 2006 (the “Credit Agreement”) with Bank of America, N.A. as administrative agent and swing line lender (the “Administrative Agent”), and the other financial institutions party thereto, and an agreement to change the aggregate size of the credit facility under the Credit Agreement. These agreements reduced the total size of the credit facility from $1.1 billion to $951.2 million, with an option to increase the size of the credit facility to $1.1 billion, and created a new tranche, representing $925 million of the total credit facility, with an extended maturity date of March 5, 2013. Pricing for the new tranche is based on an applicable margin between 110 basis points to 190 basis points over LIBOR, depending on the senior debt ratings of FNF, and is at 150 basis points as of June 30, 2010.

     The Credit Agreement remains subject to affirmative, negative and financial covenants customary for financings of this type, including, among other things, limits on the creation of liens, sales of assets, the incurrence of indebtedness, restricted payments, transactions with affiliates, and certain amendments. The Credit Agreement prohibits us from paying dividends to our stockholders if an event of default has occurred and is continuing or would result therefrom. The Credit Agreement requires us to maintain certain financial ratios and levels of capitalization. The Credit Agreement includes customary events of default for facilities of this type (with customary grace periods, as applicable). These events of default include a cross-default provision that, subject to limited exceptions, permits the lenders to declare the Credit Agreement in default if: (i) (A) we fail to make any payment after the applicable grace period under any indebtedness with a principal amount (including undrawn committed amounts) in excess of 3% of our net worth, as defined in the Credit Agreement, or (B) we fail to perform any other term under any such indebtedness, or any other event occurs, as a result of which the holders thereof may cause it to become due and payable prior to its maturity; or (ii) certain termination events occur under significant interest rate, equity or other swap contracts. The Credit Agreement provides that, upon the occurrence of an event of default, the interest rate on all outstanding obligations will be increased and payments of all outstanding loans may be accelerated and/or the lenders’ commitments may be terminated. In addition, upon the occurrence of certain insolvency or bankruptcy related events of default, all amounts payable under the Credit Agreement shall automatically become immediately due and payable, and the lenders’ commitments will automatically terminate.

     On December 22, 2008, in connection with the acquisition of Commonwealth Land Title Insurance Company, Lawyers Title Insurance Corporation and United Capital Title Insurance Company (collectively “the LFG Underwriters”), we entered into a $50 million subordinated note payable to LFG, due December 2013, with interest of 2.36% payable annually. On March 1, 2010, we paid approximately $49 million to the LFG Liquidation Trust in full satisfaction of this obligation.

     Principal maturities of notes payable at June 30, 2010, are as follows (in millions):

2010			0.4
2011			167.4
2012			0.3
2013			284.8
2014			—
Thereafter			299.7
		$	752.6

Note F — Legal Proceedings

     In the ordinary course of business, we are involved in various pending and threatened litigation matters related to our operations, some of which include claims for punitive or exemplary damages. This customary litigation includes but is not limited to a wide variety of cases arising out of or related to title and escrow claims, for which we make provisions through our loss reserves. We believe that no actions, other than those listed below, depart from customary litigation incidental to our business. As background to the disclosure below, please note the following:

     • These matters raise difficult and complicated factual and legal issues and are subject to many uncertainties and complexities, including but not limited to the underlying facts of each matter, novel legal issues, variations between jurisdictions in which matters are being litigated, differences in applicable laws and judicial interpretations, the length of time before many of these matters might be resolved by settlement or through litigation and, in some cases, the timing of their resolutions relative to other similar cases brought against other companies, the fact that many of these matters are putative class actions in which a class has not been certified and in which the purported class may not be clearly defined, the fact that many of these matters involve multi-state class actions in which the applicable law for the claims at issue is in dispute and therefore unclear, and the current challenging legal environment faced by large corporations and insurance companies.

     • In these matters, plaintiffs seek a variety of remedies including equitable relief in the form of injunctive and other remedies and monetary relief in the form of compensatory damages. In most cases, the monetary damages sought include punitive or treble damages. Often more specific information beyond the type of relief sought is not available because plaintiffs have not requested more specific relief in their court pleadings. In addition, the dollar amount of damages sought is frequently not stated with specificity. In those cases where plaintiffs have made a statement with regard to monetary damages, they often specify damages either just above or below a jurisdictional limit regardless of the facts of the case. These limits represent either the jurisdictional threshold for bringing a case in federal court or the maximum they can seek without risking removal from state court to federal court. In our experience, monetary demands in plaintiffs’ court pleadings bear little relation to the ultimate loss, if any, that we may experience. None of the cases described below includes a statement as to the dollar amount of damages demanded. Instead, each of the cases includes a demand in an amount to be proved at trial.

     • For the reasons specified above, it is not possible to make meaningful estimates of the amount or range of loss that could result from these matters at this time. We review these matters on an ongoing basis when making accrual and disclosure decisions. When assessing reasonably possible and probable outcomes, management bases its decision on its assessment of the ultimate outcome following all appeals.

     • We intend to vigorously defend each of these matters. In the opinion of our management, while some of these matters may be material to our operating results for any particular period if an unfavorable outcome results, none will have a material adverse effect on our overall financial condition.

     There are class actions pending against several of our title insurance companies, including Security Union Title Insurance Company,¹ Fidelity National Title Insurance Company, Chicago Title Insurance Company, Ticor Title Insurance Company of Florida,² Commonwealth Land Title Insurance Company, Lawyers Title Insurance Corporation,³ and Ticor Title Insurance Company,⁴ alleging improper premiums were charged for title insurance. These cases allege that the named defendant companies failed to provide notice of premium discounts to consumers refinancing their mortgages, and/or failed to give discounts in refinancing transactions in violation of the filed rates.

     In February 2008, thirteen putative class actions were commenced against several title insurance companies, including Fidelity National Title Insurance Company, Chicago Title Insurance Company, Security Union Title Insurance Company, Alamo Title Insurance Company, Ticor Title Insurance Company of Florida, Commonwealth Land Title Insurance Company, LandAmerica New Jersey Title Insurance Company (now Continental Title Insurance Company), Lawyers Title Insurance Corporation, Transnation Title Insurance Company (which has merged into Lawyers Title Insurance Corporation), and Ticor Title Insurance Company (collectively, the “Fidelity Affiliates”). The complaints also name Fidelity National Financial, Inc. (together with the Fidelity Affiliates, the “Fidelity Defendants”) as a defendant based on its ownership of the Fidelity Affiliates. The complaints, which are brought on behalf of a putative class of consumers who purchased title insurance in New York, allege that the defendants conspired to inflate rates for title insurance through the Title Insurance Rate Service Association, Inc. (“TIRSA”), a New York State-approved rate service organization which is also named as a defendant. Each of the complaints asserts a cause of action under the Sherman Act and several of the complaints include claims under the Real Estate Settlement Procedures Act as well as New York State statutory and common law claims. The complaints seek monetary damages, including treble damages, as well as injunctive relief. Subsequently, similar complaints were filed in many federal courts. A motion was filed before the Multidistrict Litigation Panel to consolidate and/or coordinate these actions in the United States District Court in the Southern District of New York. However, that motion was denied. Where there are multiple cases in one state they have been consolidated before one district court judge in each state and scheduled for the filing of consolidated complaints and motion practice. In 2009, the complaints filed in Texas and New York were dismissed with prejudice, but the plaintiffs have appealed. On February 11, 2010, the Second Circuit Court of Appeals in a summary opinion affirmed the dismissal of the complaint in so far as it alleged antitrust violations. A count of the complaint alleging RESPA violations remains; however, we believe it is meritless and will be dismissed on motion. On March 30, 2010 the Fifth Circuit Court of Appeals affirmed the dismissal of the Texas complaint. The complaints in Arkansas and Washington were dismissed with leave to amend, but the plaintiffs have not amended. The complaint in California was dismissed with leave to amend, the plaintiffs have amended, and the companies have moved to dismiss the amended complaint and the court denied the motion. The companies moved to appeal from the

interlocutory denial of the motion to dismiss and the motion was granted by the District Court. The companies filed a petition in the Ninth Circuit Court of Appeals for review of the interlocutory order, but that petition was denied. The parties are engaged in discovery. The complaint in Delaware was dismissed, but the plaintiffs were permitted to amend to state a claim for injunctive relief. The plaintiffs amended, and the defendants have moved to dismiss the amended complaint. The damage claims in the Pennsylvania cases were dismissed, but the plaintiffs were permitted to pursue injunctive relief. The plaintiffs were permitted limited discovery. The defendants filed a motion for summary judgment on March 22, 2010. The Ohio complaint was dismissed on March 31, 2010. In New Jersey, our motion to dismiss the amended complaint was granted. In West Virginia, the case has been placed on the inactive list pending the resolution of the LandAmerica bankruptcy. The complaints filed in Florida and Massachusetts were all voluntarily dismissed.

     On September 24, 2007 a third party complaint was filed in the In Re Ameriquest Mortgage Lending Practices Litigation in the United States District Court for the Northern District of Illinois by Ameriquest Mortgage Company (“Ameriquest”) and Argent Mortgage Company (“Argent”) against numerous title insurers and agents (the “Title Insurer Defendants”), including Chicago Title Company, Fidelity National Title Company, Fidelity National Title Insurance Company, American Pioneer Title Insurance Company (which was merged into Chicago Title Insurance Company), Chicago Title of Michigan, Fidelity National Title Insurance Company of New York, Transnation Title Insurance Company (which was merged into Fidelity National Title Insurance Company), Commonwealth Land Title Insurance Company, Commonwealth Land Title Company, Lawyers Title Insurance Corporation, Chicago Title Insurance Company, Alamo Title Company, and Ticor Title Insurance Company (collectively, the “FNF Affiliates”). The third party complaint alleges that Ameriquest and Argent have been sued by a class of borrowers (and by numerous persons who have preemptively opted out of any class that may be certified) alleging that the two lenders violated the Truth in Lending Act (“TILA”) by failing to comply with the notice of right to cancel provisions and making misrepresentations in lending to the borrowers, who now seek money damages. In the third party complaint, Ameriquest and Argent each alleges that the FNF Affiliates contracted and warranted to close these loans in conformity with the lender’s instructions which correctly followed the requirements of TILA and contained no misrepresentations; therefore, if Ameriquest and Argent are liable to the class or to the opt-out plaintiffs, then the FNF Affiliates are liable to them for failing to close the lending transactions as agreed. Ameriquest and Argent seek to recover the cost of resolving the class action and other cases against them including their attorney’s fees and costs in the action. The Title Insurer Defendants organized to form a defense group and, as requested by the court, are exploring the possibility of filing a single collective response. The Seventh Circuit, in which circuit these matters are pending, ruled in a separate case that TILA violations as alleged in these complaints could not be the subject of a class action seeking rescission, though the plaintiffs in the case against Ameriquest and Argent have not yet sought class certification and so the court in their case has not yet ruled on the applicability of the Court of Appeals’ decision (which, in any event, would not affect the cases of individual plaintiffs). Ameriquest filed its fifth amended third party complaint against the defendants, and the Title Insurer Defendants moved to dismiss. On January 19, 2010 the court granted the motion as to the negligence claims, but denied the motion as to the contract claims and negligent misrepresentation claims. The Title Insurer Defendants will answer the Fifth Amended complaint.

     There are class actions pending against Fidelity National Financial, Inc., Fidelity National Title Group and several title insurance companies, including Fidelity National Title Insurance Company, Chicago Title Insurance Company, Lawyers Title Insurance Corporation, Transnation Title Insurance Company (which has merged into Lawyers Title Insurance Corporation), United Title Company, Inc., and Ticor Title Insurance Company, alleging overcharges for government recording fees. These cases allege that the named defendant companies charged fees in excess of the fees charged by government entities in closing transactions and charged for documents releasing encumbrances that were never recorded by us. These suits seek various remedies including compensatory damages, prejudgment interest, punitive damages and attorney’s fees. One case filed in Missouri in the summer of 2008 but removed to the Federal District Court in Missouri, seeks to certify a national class against Chicago Title Insurance Company. Although the Federal District Court in Kansas refused to certify a national class previously filed by the same plaintiff’s attorneys, this suit seeks to overcome that Court’s objections to certification. In September 2009, we filed a motion to deny class certification. And, although similar cases filed in Indiana were decertified by the appellate court and trial court, the Missouri courts have refused to decertify a case now pending, which has been assigned to a judge. On July 9, 2010, the court ordered Chicago Title to perform an accounting for all class members to determine the amount of the overcharges. Chicago Title will vigorously challenge the order. On January 26, 2009, a recording fee class action was filed in New Jersey and the parties are engaging in discovery.

     There are class actions pending against Fidelity National Title Company, Fidelity National Title Company of Washington, Inc., and Chicago Title Insurance Company, alleging that the named defendants in each case charged unnecessary reconveyance fees without performing any separate service for those fees which was not already included as a service for the “escrow fee.” Additionally, one of the cases alleges that the named defendants wrongfully earned interest or other benefits on escrowed funds from the time funds were deposited into escrow until any disbursement checks cleared the account. Motions for class certification were filed in both of these cases, and we then moved for summary judgment in both cases and to continue the briefing of the class certification motions until the summary judgment motions were determined. Both courts granted the motions to continue class certification briefing until the summary judgment motions were determined and those motions were fully briefed and submitted. In one of the cases, the court granted summary judgment for the defendants. The other motion for summary judgment was partially granted and denied. Plaintiffs filed an amended complaint and are expected to file a motion for class certification, which we will oppose.

     On February 26, 2010, two class actions alleging Fidelity National Title Company and Chicago Title Company overcharged for notary fees were filed in state court in California. The companies have answered and are engaged in discovery.

     On May 28, 2010, a class action was filed in state court in California against Fidelity National Title Company, Fidelity National Title Company of California and Fidelity National Title Insurance Company alleging that the companies charge more than their filed rates for title and escrow services.

     A class action has been filed in state court in Hawaii against Fidelity National Title and Escrow of Hawaii, Inc. alleging we wrongfully released funds from escrow thereby engaging in unfair or deceptive trade practices in violation of state statute. The suit seeks damages, treble damages, prejudgment interest, attorney’s fees and costs. We answered the complaint and are investigating the allegations informally and through discovery.

     A class action filed in District Court in Nevada has been amended to allege a cause of action for breach of fiduciary duty in handling escrows against Commonwealth Land Title Insurance Company and Fidelity National Title Agency of Nevada, Inc. The complaint seeks compensatory and punitive damages and attorney’s fees. We are investigating the allegations and have moved for a more definite statement of the allegations against us, which was opposed by plaintiffs and is now fully briefed and submitted.

     Two class action complaints are pending in the Illinois state court against Chicago Title Insurance Company, Ticor Title Insurance Company, Chicago Title and Trust Company and Fidelity National Financial, Inc. alleging the companies violated the Illinois Title Insurance Act and the Illinois Consumer Fraud Act and have been unjustly enriched through the practice of paying Illinois attorney’s agency fees. The complaints allege the payments are in exchange for the referral of business and the attorneys do not perform any “core title services”. The motions to certify the classes were denied on May 26, 2009, but the plaintiffs appealed. The appeal was fully briefed and the court heard oral arguments on February 25, 2010. On April 15, 2010, the Illinois District Court of Appeal issued an order reversing the lower court and directing that class certification be granted. The companies have petitioned the Illinois Supreme Court for review of the decision. The petition is fully briefed and under submission.

     On December 3, 2007, a former title officer in California filed a putative class action suit against Lawyers Title Company, and LandAmerica Financial Group, Inc. (collectively, the “Defendants”). The lawsuits were later amended to include Commonwealth Land Title Company, Lawyers Title Insurance Corporation and Commonwealth Land Title Insurance Company as defendants in the Superior Court of California for Los Angeles County. A similar putative class action was filed against the Defendants by former escrow officers in California, in the same court on December 12, 2007. The plaintiffs’ complaints in both lawsuits allege failure to pay overtime and other related violations of the California Labor Code, as well as unfair business practices under the California Business and Professions Code § 17200 on behalf of all current and former California title and escrow officers. The underlying basis for both lawsuits is an alleged misclassification of title and escrow officers as “exempt” employees for purposes of the California Labor Code, which resulted in a failure to pay overtime and provide for required meal and rest breaks. Although such employees were reclassified as “non-exempt” beginning on January 1, 2006, the complaints allege similar violations of the California Labor Code even after that date for alleged “off-the-clock” work. The plaintiffs’ complaints in both cases demand an unspecified amount of back wages, statutory penalties, declaratory and injunctive relief, punitive damages, interest, and attorneys’ fees and costs. The plaintiffs have yet to file a motion for class certification, as the parties have agreed to mediation. The parties mediated the case on April 28, 2010, but did not settle. However, the parties continue to work with the mediator toward a resolution. Defendants believe that they have meritorious defenses both to class certification and to liability.

     The Georgia Insurance Commissioner and the Company are engaged in discussions regarding market conduct matters involving rates, closing protection letters and the licensing of agents. Closing protection letters are standardized indemnity agreements given to individually named lenders and specify conditions under, and the extent to which, a title insurer will accept liability for the acts or omissions of its agents connected with the closing of insured real estate transactions. These discussions are in the early stage and we do not know the resulting impact on us, if any.

     Various governmental entities are studying the title insurance product, market, pricing, business practices, and potential regulatory and legislative changes. We receive inquiries and requests for information from state insurance departments, attorneys general and other regulatory agencies from time to time about various matters relating to our business. Sometimes these take the form of civil investigative subpoenas or market conduct examinations. We attempt to cooperate with all such inquiries. From time to time, we are assessed fines for violations of regulations or other matters or enter into settlements with such authorities which require us to pay money or take other actions.

Note G — Pension Benefits

     The following details our periodic expense for pension benefits:

		For the Three Months								For the Six Months
		Ended June 30,								Ended June 30,
		2010				2009				2010				2009
		(In millions)
Service cost		$	—			$	—			$	—			$	—
Interest cost			2.1				2.2				4.2				4.4
Expected return on assets			(2.2	)			(2.4	)			(4.4	)			(4.8	)
Amortization of prior service cost			—				—				—				—
Amortization of actuarial loss			2.0				1.6				4.0				3.2
Total net periodic expense		$	1.9			$	1.4			$	3.8			$	2.8

     There have been no material changes to our projected pension benefit payments under these plans since December 31, 2009 as disclosed in our Form 10-K filed on March 1, 2010.

Note H — Dividends

     On July 19, 2010, our Board of Directors declared cash dividends of $0.18 per share, payable on September 30, 2010, to shareholders of record as of September 16, 2010.

Note I — Segment Information

     Summarized financial information concerning our reportable segments is shown in the following tables.

     As of and for the three months ended June 30, 2010:

		Fidelity National				Specialty				Corporate
		Title Group				Insurance				and Other				Total
		(In millions)
Title premiums		$	897.4			$	—			$	—			$	897.4
Other revenues			311.8				101.0				24.7				437.5
Revenues from external customers			1,209.2				101.0				24.7				1,334.9
Interest and investment income, including realized gains and losses			58.0				3.3				99.3				160.6
Total revenues		$	1,267.2			$	104.3			$	124.0			$	1,495.5
Depreciation and amortization			20.8				0.9				0.8				22.5
Interest expense			—				—				12.5				12.5
Earnings from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates		$	122.1			$	11.1			$	79.9			$	213.1
Income tax expense			43.6				2.5				30.2				76.3
Earnings from continuing operations, before equity in earnings of unconsolidated affiliates			78.5				8.6				49.7				136.8
Equity in earnings of unconsolidated affiliates			0.5				—				3.1				3.6
Earnings from continuing operations		$	79.0			$	8.6			$	52.8			$	140.4
Assets		$	6,291.0			$	452.6			$	1,171.7			$	7,915.3
Goodwill			1,390.7				28.7				22.7				1,442.1

     As of and for the three months ended June 30, 2009:

		Fidelity National				Specialty				Corporate
		Title Group				Insurance				and Other				Total
		(In millions)
Title premiums		$	1,043.9			$	—			$	—			$	1,043.9
Other revenues			357.0				93.9				12.0				462.9
Revenues from external customers			1,400.9				93.9				12.0				1,506.8
Interest and investment income, including realized gains and losses			49.2				4.3				(0.8	)			52.7
Total revenues		$	1,450.1			$	98.2			$	11.2			$	1,559.5
Depreciation and amortization			28.3				1.3				1.0				30.6
Interest expense			(0.1	)			—				8.7				8.6
Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates		$	133.3			$	14.5			$	(16.1	)		$	131.7
Income tax expense (benefit)			37.1				4.9				(7.8	)			34.2
Earnings (loss) from continuing operations, before equity in earnings (loss) of unconsolidated affiliates			96.2				9.6				(8.3	)			97.5
Equity in earnings (loss) of unconsolidated affiliates			0.9				—				(5.5	)			(4.6	)
Earnings (loss) from continuing operations		$	97.1			$	9.6			$	(13.8	)		$	92.9
Assets		$	6,809.3			$	438.9			$	1,086.0			$	8,334.2
Goodwill			1,509.2				28.7				31.7				1,569.6

     As of and for the six months ended June 30, 2010:

		Fidelity National				Specialty				Corporate
		Title Group				Insurance				and Other				Total
		(In millions)
Title premiums		$	1,662.6			$	—			$	—			$	1,662.6
Other revenues			574.9				187.3				56.1				818.3
Revenues from external customers			2,237.5				187.3				56.1				2,480.9
Interest and investment income, including realized gains and losses			94.9				6.3				126.8				228.0
Total revenues		$	2,332.4			$	193.6			$	182.9			$	2,708.9
Depreciation and amortization			42.0				2.0				1.5				45.5
Interest expense			0.1				—				19.5				19.6
Earnings from continuing operations, before income taxes and equity in loss of unconsolidated affiliates		$	145.0			$	17.3			$	93.7			$	256.0
Income tax expense			50.7				4.6				34.3				89.6
Earnings from continuing operations, before equity in loss of unconsolidated affiliates			94.3				12.7				59.4				166.4
Equity in loss of unconsolidated affiliates			(0.9	)			—				(6.2	)			(7.1	)
Earnings from continuing operations		$	93.4			$	12.7			$	53.2			$	159.3
Assets		$	6,291.0			$	452.6			$	1,171.7			$	7,915.3
Goodwill			1,390.7				28.7				22.7				1,442.1

     As of and for the six months ended June 30, 2009:

		Fidelity National				Specialty				Corporate
		Title Group				Insurance				and Other				Total
		(In millions)
Title premiums		$	1,953.2			$	—			$	—			$	1,953.2
Other revenues			674.5				177.3				17.3				869.1
Revenues from external customers			2,627.7				177.3				17.3				2,822.3
Interest and investment income, including realized gains and losses			78.5				7.7				(2.5	)			83.7
Total revenues		$	2,706.2			$	185.0			$	14.8			$	2,906.0
Depreciation and amortization			57.5				2.6				1.5				61.6
Interest expense			0.6				—				19.8				20.4
Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates		$	140.6			$	27.7			$	(37.7	)		$	130.6
Income tax expense			36.5				9.4				(12.2	)			33.7
Earnings (loss) from continuing operations, before equity in earnings (loss) of unconsolidated affiliates			104.1				18.3				(25.5	)			96.9
Equity in earnings (loss) of unconsolidated affiliates			2.6				—				(19.3	)			(16.7	)
Earnings (loss) from continuing operations		$	106.7			$	18.3			$	(44.8	)		$	80.2
Assets		$	6,809.3			$	438.9			$	1,086.0			$	8,334.2
Goodwill			1,509.2				28.7				31.7				1,569.6

     The activities of the reportable segments include the following:

     Fidelity National Title Group

     This segment consists of the operations of FNF’s title insurance underwriters and related businesses. This segment provides core title insurance and escrow and other title related services including collection and trust activities, trustee’s sales guarantees, recordings and reconveyances.

     Specialty Insurance

     This segment consists of certain subsidiaries that issue flood, home warranty, homeowners’, automobile, and other personal lines insurance policies.

     Corporate and Other

     The corporate and other segment consists of the operations of the parent holding company, certain other unallocated corporate overhead expenses, other smaller operations, and our share in the operations of certain equity investments, including Ceridian and Remy and our former affiliate Sedgwick.