Fidelity National Reorganizes Units

June 28, 2006

JACKSONVILLE, Fla. (AP) -- Fidelity National Financial Inc., an insurance company, on Monday said it was reorganizing two of its publicly traded units, Fidelity National Title Group Inc., a title insurance company, Fidelity National Information Services Inc., which provides software and information technology consulting, in a series of transactions. Under terms of the deal, Fidelity National Financial will create a spinoff by contributing most of its assets and liabilities, other than its ownership interest in Fidelity National Information Services, to Fidelity National Title Group, in exchange for shares of Fidelity National Title Group's Class A stock, anticipated to be up to $275 million, or about 45.7 million shares of stock.

Fidelity National Title will get Fidelity National Financial's specialty insurance business, its interest in Sedgwick CMS Inc., and other businesses and assets owned by Fidelity National Financial.

After that, Fidelity National Financial will convert its Class B stock of Fidelity National Title Group into Class A shares and distribute all Class A shares it holds as a dividend to Fidelity National Financial stockholders as a spin-off dividend. Fidelity National Financial anticipates the dividend to be about 188.9 million shares of Fidelity National Title stock.

The deal is expected to close in the fourth quarter.

The transaction will leave Fidelity National Financial with about 51 percent ownership in Fidelity National Information Services.

In a separate deal, Fidelity National Financial will merge with Fidelity National Information Services. Under that plan, Fidelity National Financial's corporate existence will cease and Fidelity National Information Services will continue. Fidelity National Financial shares will be converted to the right to receive the number of Fidelity Information Services common stock equal to 96.2 million shares divided by the total number of shares of Fidelity National Financial shares issued.

This deal is also expected to close in the fourth quarter.

After Fidelity National Financial merges with Fidelity National Financial, Fidelity National Title will change its name to Fidelity National Financial Inc. and change its NYSE ticker symbol to "FNF," Fidelity National Financial's current ticker symbol.

Fidelity National Financial's William P. Foley II will remain chief executive officer and Alan L. Stinson will remain its chief operating officer of the new entity.

Fidelity National Title Group Inc. has operated as a publicly traded unit of Fidelity National Financial since 2005.

Fidelity National Financial Inc. bought Alltel's information services division in 2003 and merged it in 2006 with credit and debit processor Certegy to form publicly traded Fidelity National Information Services.

Source: Fidelity National Financial Inc.


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