##### Table of Contents





As filed with the Securities
    and Exchange Commission on September 5, 2008.
 
 
 Registration No.
    333-153221
 
 ­
    ­
   UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
    
   Amendment No. 1
 
 
 to
 
 Form S-4
 REGISTRATION
    STATEMENT
 UNDER
 THE SECURITIES ACT OF
    1933
      LENDER PROCESSING SERVICES,
    INC.
 (Exact name of Registrant as
    specified in its Charter)
      Delaware

7389

26-1547801(State or other jurisdiction
    of
    incorporation or organization)

(Primary Standard Industrial
    Classification Code Number)

(I.R.S. Employer
    Identification Number)   601 Riverside Avenue
 Jacksonville, Florida
    32204
 (904) 854-5100
 (Address, including zip code,
    and telephone number, including area code, of Registrants
    principal executive offices)
      Francis K. Chan
 Executive Vice President
    and
 Chief Financial
    Officer
 601 Riverside Avenue
 Jacksonville, Florida
    32204
 (904) 854-5100
 (Name, address, including zip
    code, and telephone number, including area code, of agent for
    service)
      With a copy to:
  Robert S. Rachofsky
 Dewey & LeBoeuf
    LLP
 1301 Avenue of the
    Americas
 New York, NY 10019
 (212) 259-8088
  Approximate date of commencement of proposed sale of the
    securities to the public:
  o
  o
  o
  Rule 12b-2
 Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer þ
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   CALCULATION OF REGISTRATION
    FEE
  
 Proposed Maximum





Amount ofTitle of Each Class of


Amount to be


Offering


Proposed Maximum Aggregate


RegistrationSecurities to be Registered


Registered


Price per unit(1)


Offering Price


Fee81/8% Senior
    Notes due 2016


$375,000,000


100%


$375,000,000


$14,737.50(2)Guarantees of
    81/8% Senior
    Notes due 2016(3)


$375,000,000








None(4)  
 (1)
    
    Estimated solely for the purpose of
    calculating the registration fee in accordance with
    Rule 457(f) promulgated under the Securities Act
    of 1933. 
 (2)
    
    Previously paid. 
 
 (3)
    
    See the following page for a table
    of guarantor registrants. 
 
 (4)
    
    Pursuant to Rule 457(n)
    promulgated under the Securities Act of 1933, no separate filing
    fee is required for the guarantees. 
    The Registrant hereby amends this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the Registrant shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act of 1933 or until the Registration
    Statement shall become effective on such date as the Securities
    and Exchange Commission, acting pursuant to said
    Section 8(a), may determine.




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TABLE OF
    GUARANTOR REGISTRANTS
  State or Other

Primary StandardJurisdiction of

IndustrialExact Name of Additional Registrant as Specified in its

Incorporation or

Classification Code

I.R.S. EmployerCharter/Constituent Documents*

Organization

Number

Identification NumberA.S.A.P. Legal Publication Services, Inc.

California

7389

68-0112549Aptitude Solutions, Inc.

Florida

7389

59-3746614Arizona Sales and Posting, Inc.

Arizona

7389

86-0711879Chase Vehicle Exchange, Inc.

Delaware

7389

01-0626014DOCX, LLC

Georgia

8732

31-1379586Espiel, Inc.

Delaware

7371

13-3737393Fidelity National Loan Portfolio Services, Inc.

California

7389

94-1623891Financial Systems Integrators, Inc.

Delaware

7389

94-3373745FIS Capital Markets, LLC

Delaware

7389

20-2977448FIS Data Services, Inc.

California

7374

95-4237556FIS Tax Services, Inc. f/k/a Fidelity National Tax Services,
    Inc.

California

7389

95-3932563FIS Valuation Solutions, LLC f/k/a Hansen Quality, LLC

California

7389

68-0505888FNIS Flood Group, LLC

Delaware

7389

01-0616963FNIS Flood of California, LLC

Delaware

7389

01-0616992FNIS Intellectual Property Holdings, Inc.

Delaware

7389

01-0560719FNIS Services, Inc.

Delaware

7389

74-3026433Geotrac, Inc.

Delaware

7389

34-1966375Indiana Residential Nominee Services, LLC

Indiana

7389

75-3064873Investment Property Exchange Services, Inc.

California

6798

33-0320249Lenders Service Title Agency, Inc.

Ohio

7389

25-1372340LPS Agency Sales and Posting, Inc.

California

7389

94-2882944LPS Asset Management Solutions, Inc.

Colorado

7389

84-1477780LPS Field Services, Inc.

Delaware

8732

34-1856603LPS Foreclosure Solutions, Inc.

Delaware

7389

01-0560689LPS IP Holding Company, LLC

Delaware

7389

51-0658830LPS Management, LLC

Delaware

7389

26-1550692LPS Mortgage Processing Solutions, Inc.

Delaware

6163

51-0658830LPS National Flood, LP

Delaware

7389

75-2597630LPS Portfolio Solutions, LLC

Delaware

7389

01-0560689LRT Record Services, Inc.

Texas

7389

75-2366840LSI Alabama, LLC

Alabama

7389

25-1896393LSI Appraisal, LLC

Delaware

7389

90-0172717LSI Maryland, Inc.

Maryland

7389

52-1956911LSI Title Agency, Inc.

Illinois

7389

90-0172717LSI Title Company

California

7389

94-2696070LSI Title Company of Oregon, LLC

Oregon

7389

94-2696070LSI Title Insurance Agency of Utah, Inc.

Utah

7389

34-2050114Maine Residential Nominee Services, LLC

Maine

7389

75-3064874Massachusetts Residential Nominee Services, LLC

Massachusetts

7389

33-1007581McDash Analytics LLC

Colorado

3826

95-3932563National Residential Nominee Services Inc.

Delaware

7389

77-0584282National Safe Harbor Exchanges

California

7389

77-0558360NewInvoice, L.L.C.

Georgia

8721

58-2493294OnePointCity, L.L.C.

Ohio

7389

59-2900658SoftPro, LLC

Delaware

7373

51-0658830Strategic Property Investments, Inc.

Delaware

7389

94-3382994Vermont Residential Nominee Services, LLC

Vermont

7389

73-1644259     *
    
    The address for each of the additional registrants is
    c/o Lender
    Processing Services, Inc., 601 Riverside Avenue, Jacksonville,
    Florida 32204, telephone
    (904) 854-5100.
    The name and address, including zip code, of the agent for
    service for each additional registrant is Francis K. Chan,
    Lender Processing Services, Inc., 601 Riverside Avenue,
    Jacksonville, Florida 32204, telephone
    (904) 854-5100.




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The
information in this prospectus is not complete and may be
changed. We may not complete the exchange offer or issue these
securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus
is not an offer to sell these securities and is not soliciting
an offer to buy these securities in any jurisdiction where the
offer or sale is not permitted.  
 SUBJECT TO COMPLETION, DATED
    SEPTEMBER 5, 2008
 
  PROSPECTUS
  
  Offer to Exchange
  $375,000,000 Outstanding
    81/8% Senior
    Notes due 2016
  for $375,000,000 Registered
    81/8% Senior
    Notes due 2016
   The New Notes:
      Investing in the new notes involves risks. You should
    carefully review the risk factors beginning on page 12 of
    this prospectus before participating in the exchange offer.
   The Exchange Offer:
   
    Our offer to exchange old notes for new notes will be open until
    5:00 p.m., New York City time,
    on           ,
    2008, unless extended.
    No public market currently exists for the notes.   The Guarantees:
      Neither the Securities and Exchange Commission nor any state
    securities commission has approved or disapproved of these
    securities or passed upon the adequacy or accuracy of this
    prospectus. Any representation to the contrary is a criminal
    offense.




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##### 



TABLE OF
    CONTENTS
   
 PageSUMMARY


1RISK FACTORS


12FORWARD-LOOKING STATEMENTS


25THE EXCHANGE OFFER


26USE OF PROCEEDS


33CAPITALIZATION


34PRO FORMA FINANCIAL INFORMATION


35SELECTED HISTORICAL FINANCIAL DATA


40MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


41BUSINESS


61MANAGEMENT


75SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN
    BENEFICIAL HOLDERS


107CERTAIN RELATIONSHIPS AND RELATED PARTY
    TRANSACTIONS


108DESCRIPTION OF NOTES


117CERTAIN U.S. FEDERAL TAX CONSIDERATIONS


159CERTAIN ERISA CONSIDERATIONS


163PLAN OF DISTRIBUTION


165LEGAL MATTERS


166INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


166WHERE YOU CAN FIND ADDITIONAL INFORMATION


166INDEX TO CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS OF LENDER PROCESSING SERVICES, INC.


F-1        We have not authorized anyone to give you any information or
    to make any representations about the transactions we discuss in
    this prospectus other than those contained in the prospectus. If
    you are given any information or representation about these
    matters that is not discussed in this prospectus, you must not
    rely on that information. This prospectus is not an offer to
    sell or a solicitation of an offer to buy securities anywhere or
    to anyone where or to whom we are not permitted to offer to sell
    securities under applicable law.
  In making an investment decision, investors must rely on
    their own examination of the issuers and the terms of the offer,
    including the merits and risks involved. These securities have
    not been recommended by any federal or state securities
    commission or regulatory authority. Furthermore, the foregoing
    authorities have not confirmed the accuracy or determined the
    adequacy of this document. Any representation to the contrary is
    a criminal offense.
  Form S-4
  http://www.sec.gov.




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1-800-SEC-0330.
  (904) 854-5100
  In order to obtain timely delivery of such materials, you
    must request documents from us no later than five business days
    before you make your investment decision or at the latest
    by          ,
    2008.
  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO PURCHASE
    NOTES IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY
    PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER UNDER
    APPLICABLE SECURITIES OR BLUE SKY LAWS.
    INDUSTRY
    AND MARKET DATA
   ii




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TERMS
    USED IN THIS PROSPECTUS
    
    we, our, us,
    Companyand LPSrefer to
    Lender Processing Services, Inc. and its subsidiaries where
    applicable. When the context so requires, we use these terms to
    refer to our historical businesses prior to the spin-off.
    FISrefers to our former parent, Fidelity
    National Information Services, Inc.
    the spin-offand the spin-off
    transactionsrefer to the transactions related to the
    separation of our business from FIS, as described in the section
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations 
    Overview  The spin-off transaction.
    New notesrefers to the new series of notes
    having terms identical to the old notes, except that the new
    notes will be registered under the Securities Act of 1933 and
    therefore will not be subject to restrictions on transfer; will
    not be subject to provisions relating to additional interest;
    will bear a different CUSIP or ISIN number from the old notes;
    will not entitle their holders to registration rights; and will
    be subject to terms relating to book-entry procedures and
    administrative terms relating to transfers that differ from
    those of the old notes.
    Notesrefers to both the old notes and the
    new notes.
    Old notesrefers to the currently outstanding
    $375,000,000 principal amount
    81/8% Senior
    Notes due 2016 that we issued in the spin-off transactions.   iii




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SUMMARY  Summary
  This summary highlights selected information from this
    prospectus. To understand this exchange offer fully, you should
    read carefully the entire prospectus, including Risk
    Factors and our financial statements and notes to those
    financial statements included in this prospectus, before making
    any investment decision.
  We describe in this prospectus the lender processing services
    operations contributed to us by our former parent Fidelity
    National Information Services, Inc., or FIS, in connection with
    our spin-off from FIS as if it were our business for all
    historical periods described. The operations contributed to us
    represent all the operations of FISs lender processing
    services segment at the date of the spin-off. However, we are a
    newly-formed entity that did not independently conduct any
    operations before the spin-off. References in this prospectus to
    our historical assets, liabilities, services, businesses,
    employees or activities generally refer to the historical
    assets, liabilities, services, businesses, employees or
    activities of the contributed businesses as they were conducted
    as part of FIS and its subsidiaries before the spin-off. Our
    historical financial results as part of FIS contained in this
    prospectus may not be indicative of our financial results in the
    future as a stand-alone company or reflect what our financial
    results would have been had we been a stand-alone company during
    the periods presented. Further, although we believe our spin-off
    from FIS may result in various benefits for us as described
    herein, we cannot assure you that any of these benefits will be
    realized to the extent anticipated or at all.
  Company
    overview
      
    our mortgage processing services, which we conduct using our
    market-leading mortgage servicing platform and our team of
    experienced support personnel based primarily at our
    Jacksonville, Florida data center;
    our Desktop application, a workflow system that assists our
    customers in managing business processes, which today is
    primarily used in connection with mortgage loan default
    management but which has broader applications;
    our other software and related service offerings, including our
    mortgage origination software, our real estate closing and title
    insurance production software and our middleware application
    which provides collaborative network connectivity among mortgage
    industry participants; and
    our data and analytics businesses, the most significant of which
    are our alternative property valuations business, which provides
    a range of types of valuations other than traditional
    appraisals, our property records business and our advanced
    analytic services, which assist our customers in their loan
    marketing or loss mitigation efforts.
 1




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
    settlement services, which consist of title agency services,
    where we act as an agent for title insurers, closing services,
    in which we assist in the closing of real estate transactions,
    and lien recording and release services;
    appraisal services, which consist of traditional appraisal and
    appraisal management services; and
    other origination services, which consist of real estate tax
    services, which provide lenders with information about the tax
    status of a property, flood zone information, which assists
    lenders in determining whether a property is in a federally
    designated flood zone, and qualified exchange intermediary
    services for customers who seek to engage in qualified exchanges
    under Section 1031 of the Internal Revenue Code.    
    foreclosure services, including access to a nationwide network
    of independent attorneys, document preparation and recording and
    other services;
    property inspection and preservation services, designed to
    preserve the value of properties securing defaulted
    loans; and
    asset management services, providing disposition services for
    our customers real estate owned properties through a
    network of independent real estate brokers, attorneys and other
    vendors to facilitate the transaction.      Our
    competitive strengths
  Market
    leading mortgage processor.
    Comprehensive
    set of integrated applications and services.
 2




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Broad
    and long-term relationships with our customers.
    Demonstrated
    ability to grow in adverse mortgage market.
    Strong
    revenue growth and cash flow.
    Strong
    value proposition for our customers.
    Experienced
    management team.
 3




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Our
    strategy
  Expand
    and leverage our market leading technology.
    Continue
    to provide fully integrated service offerings.
    Maximize
    our cross-selling opportunities.
    Maintain
    a balanced revenue base across the mortgage cycle.
    Take
    advantage of increased outsourcing by our customers.
 4




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Broaden
    our portfolio of services and market opportunities through
    strategic acquisitions.
    The
    spin-off
    
    allowing us to separately focus on our core business, which may
    facilitate our potential expansion and growth by enabling us to
    separately prioritize our opportunities and better allocate
    resources and management time and attention to those
    opportunities;
    allowing us to determine our own capital structure;
    permitting us to allocate technology resources to minimize
    costs, which may lead to operating our business more efficiently;
    allowing us to more properly market our products in the market
    niche we occupy, thus maximizing the advantages of our business
    in the view of the market;
    enhancing our ability to execute a potential acquisition
    strategy more effectively; and
    permitting us to enhance the efficiency and effectiveness of
    equity-based compensation programs offered to our employees by
    better aligning equity awards with the performance of our
    company.
 5




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(904) 854-5100.
  The
    exchange
    Summary
    of the Terms of the Exchange Offer
  1 8
  Securities
    
    $375,000,000 in aggregate principal amount of
    81/8% Senior
    Notes due 2016, which we refer to as the new notes, which will
    be registered under the Securities Act of 1933.The terms of the new notes offered in the exchange offer are
    identical in all material respects to those of the old notes,
    except that the new notes will: be registered under the Securities Act of 1933 and
    therefore will not be subject to restrictions on transfer; not be subject to provisions relating to additional
    interest; bear a different CUSIP or ISIN number from the old
    notes; not entitle their holders to registration rights; and be subject to terms relating to book-entry
    procedures and administrative terms relating to transfers that
    differ from those of the old notes.The Exchange Offer
    
    You may exchange old notes for new notes. Subject to the
    satisfaction or waiver of specified conditions, we will exchange
    the new notes for all old notes that are validly tendered and
    not validly withdrawn prior
 6




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to the expiration of the exchange offer. We will cause the
    exchange to be effected promptly after the expiration of the
    exchange offer.Resale of the New Notes
    
    We believe the new notes that will be issued in the exchange
    offer may be resold by most investors without compliance with
    the registration and prospectus delivery provisions of the
    Securities Act of 1933, subject to some conditions. You should
    read the discussion under the heading The Exchange
    Offer for further information regarding the exchange offer
    and resale of the new notes.Registration Rights Agreement
    
    We have undertaken this exchange offer pursuant to the terms of
    a registration rights agreement entered into with the initial
    purchasers of the old notes. We have agreed to cause a
    registration statement with respect to an offer to exchange the
    notes for a new issue of notes registered under the Securities
    Act to be declared effective no later than 210 days after
    the issue date. We have further agreed to commence the exchange
    offer promptly after the registration statement of which this
    prospectus is a part becomes effective and to hold the offer
    open for the period required by applicable law (including
    pursuant to any applicable interpretation by the staff of the
    Securities and Exchange Commission), but in any event for at
    least 20 business days. See The Exchange Offer.Consequences of Failure to Exchange the Old Notes
    
    You will continue to hold the old notes that remain subject to
    their existing transfer restrictions if you: do not tender your old notes; or tender your old notes and they are not accepted for
    exchange.We will have no obligation to register the old notes after we
    consummate the exchange offer. See The Exchange
    Offer  Terms of the Exchange Offer and
    Risk Factors  Risks related to the notes.Upon completion of the exchange offer, there may be no market
    for the old notes that remain outstanding and you may have
    difficulty selling them.Expiration Date
    
    The exchange offer will expire at 5:00 p.m., New York City
    time, on  , 2008, or the expiration
    date, unless we extend it, in which case expiration date
    means the latest date and time to which the exchange offer has
    been extended.Interest on the New Notes
    
    The new notes of each series will accrue interest from the most
    recent date to which interest has been paid or provided for on
    the old notes or, if no interest has been paid on the old notes,
    from the date of original issue of the old notes.Conditions to the Exchange Offer
    
    The exchange offer is subject to several customary conditions.
    We will not be required to accept for exchange, or to issue new
    notes in exchange for, any old notes and may terminate or amend
    the exchange offer if we determine in our reasonable judgment
    that the exchange offer violates applicable law, any applicable
    interpretation of the Securities and Exchange Commission or its
    staff or any action or proceeding has been instituted or
    threatened in any court or by any governmental agency that might
    materially impair our ability to proceed with the exchange
    offer, or any material adverse
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development has occurred in any existing action or proceeding
    with respect to us. The foregoing conditions are for our sole
    benefit and may be waived by us. In addition, we will not accept
    for exchange any old notes tendered, and no new notes will be
    issued in exchange for any such old notes if: at any time any stop order is threatened or in
    effect with respect to the registration statement of which this
    prospectus is a part; or at any time any stop order is threatened or in
    effect with respect to the qualification of the indenture
    governing the notes under the Trust Indenture Act of 1939.See The Exchange Offer  Conditions. We
    reserve the right to terminate or amend the exchange offer at
    any time prior to the expiration date upon the occurrence of any
    of the foregoing events.Procedures for Tendering Old Notes
    
    If you wish to participate in the exchange offer, you must
    submit required documentation and tender your old notes pursuant
    to the procedures for book-entry transfer (or other applicable
    procedures), all in accordance with the instructions described
    in this prospectus and in the letter of transmittal or
    electronic acceptance instruction. See The Exchange
    Offer  Procedures for Tendering Old Notes,
     Book-Entry Transfer and
     Guaranteed Delivery Procedures.Guaranteed Delivery Procedures
    
    If you wish to tender your old notes, but cannot properly do so
    prior to the expiration date, you may tender your old notes
    according to the guaranteed delivery procedures set forth in
    The Exchange Offer  Guaranteed Delivery
    Procedures.Withdrawal Rights
    
    Tenders of old notes may be withdrawn at any time prior to
    5:00 p.m., New York City time, on the expiration date. To
    withdraw a tender of old notes, a written or facsimile
    transmission notice of withdrawal must be received by the
    exchange agent at its address set forth in The Exchange
    Offer  Exchange Agent prior to 5:00 p.m.,
    New York City time, on the expiration date.Acceptance of Old Notes and Delivery of New Notes
    
    Except in some circumstances, any and all old notes that are
    validly tendered in the exchange offer prior to 5:00 p.m.,
    New York City time, on the expiration date will be accepted for
    exchange. The new notes issued pursuant to the exchange offer
    will be delivered promptly following the expiration date. We may
    reject any and all old notes that we determine have not been
    properly tendered or any old notes the acceptance of which
    would, in the opinion of our counsel, be unlawful. We may waive
    any irregularities in the tender of the old notes. See The
    Exchange Offer  Procedures for Tendering Old
    Notes,  Book-Entry Transfer, and
     Guaranteed Delivery Procedures. We will
    have no obligation to register the old notes after we consummate
    the exchange offer.Certain U.S. Federal Tax Considerations
    
    We believe that the exchange of the old notes for the new notes
    will not constitute a taxable exchange for U.S. federal income
    tax purposes. See Certain U.S. Federal Tax
    Considerations.Exchange Agent
    
    U.S. Bank National Association, Corporate Trust Services
 8




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Summary
    of the Terms of the New Notes
    
    will be registered under the Securities Act of 1933 and,
    therefore, will not be subject to restrictions on transfer;
    will not be subject to provisions relating to additional
    interest;
    will bear a different CUSIP or ISIN number from the old notes;
    will not entitle their holders to registration rights; and
    will be subject to terms relating to book-entry procedures and
    administrative terms relating to transfers that differ from
    those of the old notes.    Issuer
    
    Lender Processing Services, Inc.Maturity
    
    July 1, 2016.Interest payment dates
    
    81/8%
    per annum, paid every six months on January 1 and July 1,
    with the first payment on January 1, 2009.Optional redemption
    
    Prior to July 1, 2011, we may redeem some or all of the
    notes at a redemption price equal to 100% plus a make-whole
    premium and accrued and unpaid interest. On or after
    July 1, 2011, we may redeem some or all of the notes at any
    time at the redemption prices set forth in Description of
    Notes  Optional redemption.Before July 1, 2011, we may redeem up to 35% of the notes
    with the proceeds of certain sales of common stock or certain
    capital contributions at a price of 108.125% of principal plus
    accrued interest, as further described in Description of
    Notes  Optional redemption.Mandatory offer to repurchase
    
    Upon the occurrence of certain change of control events
    described under Description of Notes, you may
    require us to repurchase some or all of your notes at 101% of
    their principal amount plus accrued interest. We cannot assure
    you that we will have sufficient resources to satisfy our
    repurchase obligation. You should read carefully the sections
    called Risk Factors  Risks related to the
    notes We may be unable to make a change of control
    offer required by the indenture governing the notes which would
    cause defaults under the indenture governing the notes and our
    new credit facilities and Description of Notes.Guarantors
    
    Each of our domestic subsidiaries that guarantees our
    obligations under our old notes will guarantee the new notes on
    an unsecured senior basis. Additionally, if any material
    domestic subsidiary (that has not already guaranteed the old
    notes) guarantees our obligations under our senior secured
    credit agreement, then such subsidiary will also be required to
    guarantee the new notes on an unsecured senior basis.
 9




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Ranking
    
    The new notes and the subsidiary guaranties thereof will be
    senior unsecured obligations and will rank equally with all of
    our and our guarantor subsidiaries existing and future
    senior debt, will rank senior to all of our and our guarantor
    subsidiaries future subordinated debt and will effectively
    rank junior to all secured debt to the extent of the value of
    the collateral and structurally junior to all liabilities of
    non-guarantor subsidiaries.On a pro formabasis: at June 30, 2008 the Company and the guarantors
    would have had outstanding approximately $1.2 billion of
    secured debt; and the Companys subsidiaries which have not
    guaranteed the notes represent under 5% of our revenue for the
    twelve months ended June 30, 2008, and represent under 5%
    of our assets and outstanding liabilities as of June 30,
    2008 (including trade payables).Certain covenants
    
    The indenture governing the notes contains covenants limiting
    our ability and our subsidiaries ability to: incur additional debt or issue subsidiary preferred
    stock or stock with a mandatory redemption feature before the
    maturity of the notes; pay dividends on our capital stock; redeem or repurchase capital stock or prepay or
    repurchase subordinated debt; make some types of investments and sell assets; create liens or engage in sale and leaseback
    transactions; engage in transactions with affiliates, except on an
    arms-length basis; and consolidate or merge with, or sell substantially all
    our assets to, another person.Certain of these covenants will be subject to suspension if the
    notes are rated at least BBB− by
    Standard & Poors or at least Baa3 by
    Moodys.You should read Description of Notes  Certain
    covenants for a description of these covenants.Registration Rights
    
    We are required to cause a registration statement with respect
    to an offer to exchange the notes for a new issue of notes
    registered under the Securities Act to be declared effective no
    later than 210 days after the issue date. We may be
    required to provide a registration statement to effect resales
    of the notes.Use of proceeds
    
    We will not receive any cash proceeds from the issuance of the
    new notes under the exchange offer.Risk factors
    
    See Risk Factors beginning on page 13 of this
    prospectus for important information regarding the notes and the
    Company.
 10




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##### Table of Contents



Summary
    historical financial data
    UnauditedFiscal Year Ended December 31,


Six Months Ended June 30,2005


2006


2007


2007


2008(Dollars in thousands)Statement of earnings data:Processing and services revenues

$
1,382,479


$
1,484,977


$
1,690,568


$
826,438


$
913,106Cost of revenues


804,488



900,145



1,058,647



526,823



585,137Gross profit


577,991



584,832



631,921



299,615



327,969Selling, general, and administrative expenses


260,066



257,312



207,859



109,072



118,999Operating income


317,925



327,520



424,062



190,543



208,970Other income (expense):Interest income


4,124



2,606



1,690



745



563Interest expense


(270
)


(298
)


(146
)


(77
)


(58
)Other income (expense), net


(1,238
)


(106
)










282Total other income (expense)


2,616



2,202



1,544



668



787Earnings before income taxes, equity in losses of unconsolidated
    entity and minority interest


320,541



329,722



425,606



191,211



209,757Provision for income taxes


124,160



127,984



164,734



74,010



81,386Earnings before equity in losses of unconsolidated entity and
    minority interest


196,381



201,738



260,872



117,201



128,371Equity in losses of unconsolidated entity










(3,048
)


(1,720
)


(2,370
)Minority interest


(676
)


(683
)


(1,019
)


(436
)


(723
)Net earnings

$
195,705


$
201,055


$
256,805


$
115,045


$
125,278Statement of cash flows data:Net cash provided by (used in):Operating activities

$
272,792


$
341,950


$
282,994


$
133,389


$
136,683Investing activities


(98,384
)


(81,589
)


(107,857
)


(62,456
)


(40,625
)Financing activities


(198,745
)


(272,334
)


(183,354
)


(69,639
)


(116,996
)Other financial data:Capital expenditures


92,458



70,248



70,552



25,036



25,137Depreciation and amortization


112,648



111,858



102,607



52,373



44,576Balance sheet data (at period end):Cash and cash equivalents

$
59,756


$
47,783


$
39,566


$
49,077


$
18,628Working capital


83,981



155,964



239,343



179,732



248,385Property and equipment, net


107,654



101,962



95,620



94,301



92,487Goodwill and other intangible assets


918,333



1,198,610



1,196,283



1,217,521



1,189,953Computer software


114,982



127,080



150,372



133,419



149,562Total assets


1,542,802



1,879,800



1,962,043



1,947,212



1,985,740Total debt


















Total shareholders equity


1,270,939



1,577,531



1,671,039



1,636,151



1,674,501Credit Statistics:Ratio of earnings to fixed charges(a)


















     (a)
    
    The historical ratio of earnings to
    fixed charges for each of the years in the three-year period
    ended December 31, 2007 and the six months ended
    June 30, 2008 and 2007 is not meaningful since we did not
    have any debt outstanding during those time periods. See the
    Pro Forma Financial Information section of this
    prospectus for a ratio of earnings to fixed charges, based on
    the pro forma income statements for the year ended
    December 31, 2007 and the six months ended June 30,
    2008. For purposes of calculating the ratio of earnings to fixed
    charges, earnings consist of income before income
    taxes plus fixed charges. Fixed charges include
    interest expense and amortization of debt issuance costs.
 11




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##### Table of Contents



RISK
    FACTORS  You should carefully consider the risks described below,
    together with all of the other information included in this
    prospectus, before making an investment in the new notes. In
    addition to the normal risks of a business, we are subject to
    significant risks and uncertainties. Any of the risks described
    herein could result in a significant adverse effect on our
    results of operation and financial condition. In such case, you
    may lose all or part of your investment in the notes.
  Risks
    related to our business
  If we
    fail to adapt our services to changes in technology or in the
    marketplace, or if our ongoing efforts to upgrade our technology
    are not successful, we could lose customers and have difficulty
    attracting new customers for our services.
    Consolidation
    in the banking and financial services industry could adversely
    affect our revenues by eliminating some of our existing and
    potential customers and could make us more dependent on a more
    limited number of customers.
     12




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##### Table of Contents



Decreased
    lending and real estate activity reduces demand for certain of
    our services and may adversely affect our results of
    operations.
      If we
    were to lose any of our largest customers, our results of
    operations could be significantly affected.
    We
    operate in a competitive business environment, and if we are
    unable to compete effectively our results of operations and
    financial condition may be adversely affected.
     13




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##### Table of Contents



If we
    are unable to successfully consummate and integrate
    acquisitions, our results of operations may be adversely
    affected.
        We
    could have conflicts with FIS and FNF, and the Chairman of our
    board of directors and other officers and directors could have
    conflicts of interest due to their relationships with FIS or
    FNF.
         14




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##### Table of Contents




    our ongoing and future relationships with FIS or FNF, including
    related party agreements and other arrangements with respect to
    the administration of tax matters, employee benefits,
    indemnification, and other matters; and
    the quality and pricing of services that we have agreed to
    provide to FIS or FNF or that it has agreed to provide to us.    If FIS
    or FNF engages in the same type of business we conduct, our
    ability to successfully operate and expand our business may be
    limited.
      We
    have a long sales cycle for many of our technology solutions and
    if we fail to close sales after expending significant time and
    resources to do so, our business, financial condition, and
    results of operations may be adversely affected.
    We may
    experience defects, development delays, installation
    difficulties and system failures with respect to our technology
    solutions, which would harm our business and reputation and
    expose us to potential liability.
   15




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##### Table of Contents




    interruption of business operations;
    delay in market acceptance;
    additional development and remediation costs;
    diversion of technical and other resources;
    loss of customers;
    negative publicity; or
    exposure to liability claims.  limitation-of-liability
  Security
    breaches or our own failure to comply with privacy regulations
    imposed on providers of services to financial institutions could
    harm our business by disrupting our delivery of services and
    damaging our reputation.
      In the
    wake of the current mortgage market, there could be adverse
    regulatory consequences or litigation that could affect
    us.
     16




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##### Table of Contents



If our
    applications or services are found to infringe the proprietary
    rights of others, we may be required to change our business
    practices and may also become subject to significant costs and
    monetary penalties.
    
    be expensive and time-consuming to defend;
    cause us to cease making, licensing or using applications that
    incorporate the challenged intellectual property;
    require us to redesign our applications, if feasible;
    divert managements attention and resources; and
    require us to enter into royalty or licensing agreements in
    order to obtain the right to use necessary technologies. 17




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Provisions
    of our certificate of incorporation may prevent us from
    receiving the benefit of certain corporate
    opportunities.
    During
    the time the notes are rated investment grade, many of the
    restrictive covenants will cease to be in effect.
    Risks
    related to the spin-off
  Our
    historical financial information may not be indicative of our
    future results as a stand-alone company.
    
    our historical financial information does not reflect the debt
    and related interest expense that we incurred as part of the
    spin-off, including debt we incurred in order to issue debt
    obligations to FIS in partial consideration of FISs
    contribution to us of our operations; and
    the historical financial information does not reflect the
    increased costs associated with being a stand-alone company,
    including changes that we expect in our cost structure,
    personnel needs, financing and operations of the contributed
    business as a result of the spin-off from FIS.    If the
    contribution, debt exchange and/or spin-off do not qualify as
    tax-free transactions, tax could be imposed on FIS, us and/or
    FIS shareholders, and we may have to indemnify for the payment
    of those taxes and tax-related losses.
   18




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##### Table of Contents



and/or
        We
    have agreed to certain restrictions to help preserve the
    tax-free treatment to FIS of the spin-off, which may reduce our
    strategic and operating flexibility.
   19




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##### Table of Contents



Following
    the spin-off, we have substantial indebtedness, which could have
    a negative impact on our financing options and liquidity
    position and prevent us from fulfilling our obligations under
    the notes.
      
    our debt level may make it more difficult for us to satisfy our
    obligations under the notes;
    the debt level makes us more vulnerable to economic downturns
    and adverse developments in our business, may cause us to have
    difficulty borrowing money in the future in excess of amounts
    available under our credit facility for working capital, capital
    expenditures, acquisitions or other purposes and will limit our
    ability to pursue other business opportunities and implement
    certain business strategies;
    we will need to use a large portion of the money we earn to pay
    principal and interest on our debt, which will reduce the amount
    of money available to finance operations, acquisitions and other
    business activities and pay stockholder dividends;
    a substantial portion of the debt has a variable rate of
    interest, which exposes us to the risk of increased interest
    rates (for example, a one percent increase in interest rates
    would result in a $1 million increase in our annual
    interest expense for every $100 million of floating rate
    debt we incur, which may make it more difficult for us to
    service our debt);
    while we have entered into an agreement limiting our exposure to
    higher interest rates and may enter into additional similar
    agreements in the future, any such agreements may not offer
    complete protection from this risk; and
    we have a higher level of debt than certain of our competitors,
    which may cause a competitive disadvantage and may reduce
    flexibility in responding to changing business and economic
    conditions, including increased competition.  Despite
    our substantial debt, we may still be able to incur
    significantly more debt. This could further exacerbate the risks
    associated with our substantial debt.
   20




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##### Table of Contents



Our
    financing arrangements subject us to various restrictions that
    could limit our operating flexibility and our ability to make
    payments on the notes.
    
    create, incur or assume any additional debt and issue preferred
    stock;
    create, incur or assume certain liens;
    redeem
    and/or
    prepay certain subordinated debt we might issue in the future;
    pay dividends on our stock or repurchase stock;
    make certain investments and acquisitions;
    enter into or permit to exist contractual limits on the ability
    of our subsidiaries to pay dividends to us;
    enter new lines of business;
    engage in consolidations, mergers and acquisitions;
    engage in specified sales of assets; and
    enter into transactions with affiliates.      Potential
    liabilities may arise due to fraudulent transfer considerations,
    which would adversely affect our financial condition and our
    results of operations.
    
    was insolvent,
    was rendered insolvent by reason of the spin-off,
    had remaining assets constituting unreasonably small
    capital, or
    intended to incur, or believed it would incur, debts beyond its
    ability to pay as such debts matured,   21




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##### Table of Contents



Risks
    related to the notes
  The
    notes are effectively subordinated to our and the
    guarantors secured debt.
    Not
    all of our subsidiaries are required to guarantee the notes, and
    the assets of any non-guarantor subsidiaries may not be
    available to make payments on the notes.
      To
    service our debt and meet our other cash needs, we will require
    a significant amount of cash, which may not be available to
    us.
      
    sales of assets; 22




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##### Table of Contents




    sales of equity; and
    negotiations with our lenders to restructure the applicable debt.  and/or and/or
  We are
    dependent upon dividends from our subsidiaries to meet our debt
    service obligations.
    Fraudulent
    conveyance laws may void the notes and/or the guarantees or
    subordinate the notes and/or the guarantees.
    
    incurred this debt with the intent of hindering, delaying or
    defrauding current or future creditors; or
    received less than reasonably equivalent value or fair
    consideration for incurring this debt,    
    was insolvent or was rendered insolvent by reason of the related
    financing transactions;
    was engaged, or about to engage, in a business or transaction
    for which our remaining assets constituted unreasonably small
    capital to carry on our business; or
    intended to incur, or believed that we would incur, debts beyond
    our ability to pay these debts as they mature, as all of the
    foregoing terms are defined in or interpreted under the relevant
    fraudulent transfer or conveyance statutes;      
    it could not pay its debts or contingent liabilities as they
    become due;
    the sum of its debts, including contingent liabilities, is
    greater than its assets, at fair valuation; or 23




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##### Table of Contents




    the present fair saleable value of its assets is less than the
    amount required to pay the probable liability on its total
    existing debts and liabilities, including contingent
    liabilities, as they become absolute and mature.      We may
    be unable to make a change of control offer required by the
    indenture governing the notes which would cause defaults under
    the indenture governing the notes and our new credit
    facilities.
    An
    active trading market may not develop for the notes, which may
    hinder your ability to liquidate your investment.
    You
    may have difficulty selling your old notes that you do not
    exchange, and any old notes that you do not exchange could
    experience significant diminution in value compared to the value
    of the new notes.
   24




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##### Table of Contents



You
    must comply with the exchange offer procedures in order to
    receive new, freely tradable new notes.
    Some
    holders who exchange their old notes may be deemed to be
    underwriters, and these holders will be required to comply with
    the registration and prospectus delivery requirements in
    connection with any resale transaction.
   FORWARD-LOOKING
    STATEMENTS    
    general political, economic, and business conditions, including
    the possibility of intensified international hostilities, acts
    of terrorism, and general volatility in the capital markets;
    failures to adapt our services to changes in technology or in
    the marketplace;
    consolidation in the mortgage lending or banking industry;
    security breaches of our systems and computer viruses affecting
    our software;
    a decrease in the volume of real estate transactions such as
    real estate sales and mortgage refinancings, which can be caused
    by high or increasing interest rates, a shortage of mortgage
    funding, or a weak United States economy;
    the impact of competitive services and pricing;
    the ability to identify suitable acquisition candidates and the
    ability to finance such acquisitions, which depends upon the
    availability of adequate cash reserves from operations or of
    acceptable financing terms and the variability of our stock
    price;
    our ability to integrate any acquired business operations,
    services, customers, and personnel;
    the effect of our substantial leverage, which may limit the
    funds available to make acquisitions and invest in our business; 25




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##### Table of Contents




    changes in, or the failure to comply with, government
    regulations, including privacy regulations, and the possible
    effects of the new Code of Conduct with respect to appraisals
    which Fannie Mae and Freddie Mac are required to adopt, as
    described above; and
    other risks detailed elsewhere in this information statement,
    including in the Risk Factors section.   THE
    EXCHANGE OFFER  Terms of
    the Exchange Offer
  General
            
    such new notes are acquired in the ordinary course of business;
    at the time of the commencement of the exchange offer, such
    holder has no arrangement or understanding with any person to
    participate in a distribution of such new notes; and
    such holder is not engaged in, and does not intend to engage in,
    a distribution of such new notes.   26




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##### Table of Contents




    any new notes to be received by you will be acquired in the
    ordinary course of business;
    you have no arrangements or understandings with any person to
    participate in the distribution of the new notes within the
    meaning of the Securities Act of 1933; and
    you are not our affiliate, as defined in
    Rule 405 under the Securities Act of 1933.        Expiration
    Date; Extensions; Amendments; Termination
         27




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##### Table of Contents



Interest
    on the New Notes
  provided, however,
  Procedures
    for Tendering Old Notes
    
    complete, sign and date the letter of transmittal, or a
    facsimile of the letter of transmittal, have the signatures on
    the letter of transmittal guaranteed, and mail or otherwise
    deliver the letter of transmittal or such facsimile, together
    with any other required documents, to the exchange agent for the
    notes prior to 5:00 p.m., New York City time, on the
    expiration date; or
    comply with the Automated Tender Offer Program procedures of the
    Depository Trust Company, or DTC, as described below.    
    the exchange agent for the notes must receive certificates
    representing old notes along with the letter of
    transmittal; or
    prior to the expiration date, the exchange agent for the notes
    must receive a timely confirmation of book-entry transfer of old
    notes into the exchange agents account at DTC according to
    the procedure for book-entry transfer described below or a
    properly transmitted agents message; or
    you must comply with the guaranteed delivery procedures
    described below.   28




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##### Table of Contents



Rule 17Ad-15
  
    by a registered holder of old notes who has not completed the
    box entitled Special Issuance Instructions or
    Special Delivery Instructions on the letter of
    transmittal; or
    for the account of an eligible guarantor institution.        
    DTC has received an express acknowledgment from a participant in
    its Automated Tender Offer Program that is tendering old notes
    that are the subject of the book-entry confirmation;
    the participant has received and agrees to be bound by the terms
    of the letter of transmittal, or, in the case of an agents
    message relating to guaranteed delivery, such participant has
    received and agrees to be bound by the notice of guaranteed
    delivery; and
    we may enforce that agreement against such participant.  Book-Entry
    Transfer
   29




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##### Table of Contents



Acceptance
    of Old Notes for Exchange; Delivery of New Notes
      
    certificates for such old notes or a timely book-entry
    confirmation of such old notes into the exchange agents
    account at the applicable book-entry transfer facility; and
    a properly completed and duly executed letter of transmittal and
    all other required documents or a properly transmitted
    agents message.        
    to purchase or make offers for any old notes that remain
    outstanding subsequent to the expiration date or, as set forth
    under  Conditions, to terminate the
    exchange offer;
    to redeem the old notes as a whole or in part at any time and
    from time to time, as set forth under Description of
    Notes  Optional Redemption; and
    to the extent permitted under applicable law, to purchase the
    old notes in the open market, in privately negotiated
    transactions or otherwise. 30




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Guaranteed
    Delivery Procedures
    
    the tender is made through an eligible guarantor institution
    within the meaning of
    Rule 17Ad-15
    under the Securities Exchange Act of 1934;
    prior to the expiration date, the exchange agent for the notes
    receives by facsimile transmission, mail or hand delivery from
    such eligible guarantor institution a properly completed and
    duly executed letter of transmittal and notice of guaranteed
    delivery, substantially in the form provided by us, which  (1)
    sets forth the name and address of the holder of the old notes
    and the principal amount of old notes tendered;(2)
    states the tender is being made thereby; and(3)
    guarantees that within three New York Stock Exchange, or NYSE,
    trading days after the date of execution of the notice of
    guaranteed delivery, the certificates for all physically
    tendered old notes, in proper form for transfer, or a book-entry
    confirmation, as the case may be, and any other documents
    required by the letter of transmittal will be deposited by the
    eligible guarantor institution with the exchange agent; and  
    the certificates for all physically tendered old notes, in
    proper form for transfer, or a book-entry confirmation, as the
    case may be, and all other documents required by the letter of
    transmittal are received by the exchange agent within three NYSE
    trading days after the date of execution of the notice of
    guaranteed delivery.  Withdrawal
    of Tenders
      
    specify the name of the person having tendered the old notes to
    be withdrawn;
    identify the old notes to be withdrawn, including the principal
    amount of such old notes;
    in the case of old notes tendered by book-entry transfer,
    specify the number of the account at the book-entry transfer
    facility from which the old notes were tendered and specify the
    name and number of the account at the book-entry transfer
    facility to be credited with the withdrawn old notes and
    otherwise comply with the procedures of such facility;
    contain a statement that such holder is withdrawing its election
    to have such old notes exchanged;
    be signed by the holder in the same manner as the original
    signature on the letter of transmittal by which such old notes
    were tendered, including any required signature guarantees, or
    be accompanied by documents of transfer to have the trustee with
    respect to the old notes register the transfer of such old notes
    in the name of the person withdrawing the tender; and
    specify the name in which such old notes are registered, if
    different from the person who tendered such old notes.   31




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Conditions
        Exchange
    Agent
    By Overnight Courier or Registered or Certified Mail:

By Hand Delivery:U. S. Bank National Association 
    West Side Flats Operations Center
    Attn: Specialized Finance
    60 Livingston Avenue
    Mail Station  EP-MN-WS2N
    St. Paul, MN
    55107-2292

U. S. Bank National Association
    West Side Flats Operations Center
    Attn: Specialized Finance
    60 Livingston Avenue
    Mail Station  EP-MN-WS2N
    St. Paul, MN  55107-2292By Facsimile Transmission
    (for Eligible Institutions Only):

To confirm by telephone or for information:404-898-2467

800-934-6802  32




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Fees and
    Expenses
          Federal
    Income Tax Consequences
    Accounting
    Treatment
    Consequences
    of Failure to Exchange
    USE OF
    PROCEEDS   33




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##### Table of Contents



CAPITALIZATION    As of June 30, 2008Actual


As Adjusted(Dollars in thousands)Cash and cash equivalents

$
18,628


$
18,628Long-term debt:New credit facilitiesRevolver






25,700
(1)Term Loan A






700,000Term Loan B






510,000Notes offered hereby






375,000Total long-term debt(2)






1,610,700Total equity


1,674,501



89,501Total capitalization

$
1,674,501


$
1,700,201     (1)
    
    We have a $140 million revolving credit facility of which
    approximately $25.7 million was drawn to cover debt
    issuance costs at the spin-off date. Therefore, we have
    approximately $114.3 million additional borrowing capacity.(2)
    
    The first year committed principal payments under our new credit
    facility will be approximately $135.8 million. 34




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PRO FORMA
    FINANCIAL INFORMATION     35




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##### Table of Contents



Unaudited
    pro forma consolidated balance sheet
    as of June 30, 2008
  Pro FormaHistorical


Adjustments


Pro Forma(Dollars in thousands)AssetsCurrent assets:Cash and cash equivalents

$
18,628


$



$
18,628Trade receivables, net


350,565







350,565Other receivables


12,318







12,318Prepaid expenses and other current assets


24,767







24,767Deferred income taxes


34,640







34,640Total current assets


440,918







440,918Property and equipment, net


92,487







92,487Goodwill


1,086,606







1,086,606Intangibles assets, net


103,347







103,347Computer software, net


149,562







149,562Other non-current assets


112,820



25,700
(1)


138,520Total assets

$
1,985,740


$
25,700


$
2,011,440Liabilities and equityCurrent liabilities:Trade accounts payable

$
28,358






$
28,358Accrued salaries and benefits


23,037







23,037Recording and transfer tax liabilities


17,555







17,555Other accrued liabilities


65,189







65,189Current portion of long-term debt






135,800
(2)


135,800Deferred revenues


58,394







58,394Total current liabilities


192,533



135,800



328,333Deferred revenues


31,312







31,312Deferred income taxes


54,844







54,844Long-term debt






1,474,900
(2)


1,474,900Other long-term liabilities


21,777







21,777Total liabilities

$
300,466


$
1,610,700


$
1,911,166Minority interest


10,773







10,773Preferred stock $0.0001 par value, 50 million shares
    authorized, none issued and outstanding










Common stock $0.0001 par value, 500 million shares
    authorized, 94.6 million shares issued and outstanding at
    June 30, 2008 on a pro forma basis






10
(3)


10Additional paid-in capital


1,667,268



(1,585,010
)(3)


82,258Retained earnings


6,983







6,983Accumulated other comprehensive earnings


250







250Total equity


1,674,501



(1,585,000
)(2)(3)


89,501Total liabilities and equity

$
1,985,740


$
25,700


$
2,011,440     (1)
    
    This amount represents the capitalized debt issuance costs in
    connection with the borrowings under the credit agreement and
    notes offering described in Footnote 2 below. 36




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(2)
    
    These amounts represent the new debt incurred by us in
    connection with the spin-off. Upon the closing of the spin-off,
    we had approximately $1,610.7 million of indebtedness,
    consisting of (i) a new senior secured credit agreement
    consisting of a $700 million Term Loan A and a
    $510 million Term Loan B and a revolving credit facility of
    $140 million with approximately $25.7 million drawn to
    cover debt issuance costs at the spin-off date and
    (ii) $375 million of senior notes. At the spin-off
    date we had approximately $114.3 million in additional
    borrowing capacity under the new revolving credit agreement. We
    currently estimate that the first year committed principal
    payments under our new credit agreement will be
    $135.8 million and thus are presenting that amount as
    current portion of long-term debt and the remaining
    $1,474.9 million as long-term debt.(3)
    
    These amounts represent the reclassification of the remaining
    net investment by FIS into common stock and additional paid-in
    capital subsequent to our issuance of long-term debt and the
    consummation of the spin-off. The number of outstanding shares
    shown equals one-half of the number of FIS shares outstanding as
    of June 30, 2008 because the number of outstanding common
    shares issued by us was equal to one-half the number of
    outstanding FIS shares as of the consummation date of the
    spin-off. 37




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##### Table of Contents



Unaudited
    pro forma consolidated and combined statement of earnings
    for the six months ended June 30, 2008
  Pro FormaHistorical


Adjustments


Pro Forma(Dollars in thousands)Processing and services revenues

$
913,106


$



$
913,106Cost of revenues


585,137







585,137Gross profit


327,969







327,969Selling, general and administrative expenses


118,999







118,999Operating income


208,970







208,970Other income (expense):Interest income


563







563Interest expense


(58
)


(45,966
)(1)


(46,024
)Other income, net


282







282Total other income (expense)


787



(45,966
)


(45,179
)Earnings before income taxes, equity in loss of unconsolidated
    entity and minority interest


209,757



(45,966
)


163,791Provision for income taxes


81,386



(17,835
)(2)


63,551Earnings before equity in loss of unconsolidated entity and
    minority interest


128,371



(28,131
)


100,240Equity in loss of unconsolidated entity


(2,370
)






(2,370
)Minority interest expense


(723
)






(723
)Net earnings (loss)

$
125,278


$
(28,131
)

$
97,147     Note:
    
    Based on our pro forma income statement for the six months ended
    June 30, 2008 the ratio of earnings to fixed charges is
    4.6x. For purpose of calculating the ratio of earnings to fixed
    charges, earnings consist of income before income
    taxes plus fixed charges. Fixed charges include
    interest expense and amortization of debt issuance costs. 38




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Unaudited
    pro forma combined statement of earnings
    for the year ended December 31, 2007
  Pro FormaHistorical


Adjustments


Pro Forma(Dollars in thousands)Processing and services revenues

$
1,690,568


$



$
1,690,568Cost of revenues


1,058,647







1,058,647Gross profit


631,921







631,921Selling, general and administrative expenses


207,859







207,859Operating income


424,062







424,062Other income (expense):Interest income


1,690







1,690Interest expense


(146
)


(97,273
)(1)


(97,419
)Total other income (expense)


1,544



(97,273
)


(95,729
)Earnings before income taxes, equity in loss of unconsolidated
    entity and minority interest


425,606



(97,273
)


328,333Provision for income taxes


164,734



(37,644
)(2)


127,090Earnings before equity in loss of unconsolidated entity and
    minority interest


260,872



(59,629
)


201,243Equity in loss of unconsolidated entity


(3,048
)






(3,048
)Minority interest expense


(1,019
)






(1,019
)Net earnings (loss)

$
256,805


$
(59,629
)

$
197,176     (1)
    
    This amount represents the interest expense associated with the
    $1,610.7 million in debt incurred by us in connection with
    the spin-off assuming the spin-off occurred on January 1,
    2007. Our new bank debt bears interest at a floating rate, which
    would have been 4.98% on the revolving credit agreement, Term
    Loan A and Term Loan B based on the one month LIBOR rate on
    June 18, 2008 (2.48%) and a spread of 2.5%. Our new senior
    notes bear interest at a fixed rate of 8.125%. A 1/8% change in
    the assumed blended interest rate would result in a change in
    interest expense of approximately $2 million annually.
    Amortization of estimated capitalized debt issuance costs in
    connection with the borrowings included in the pro forma
    interest expense is approximately $6.1 million for the year
    ended December 31, 2007 and $2.7 million for the six
    months ended June 30, 2008. These estimates also reflect
    principal paydowns of approximately $36.3 million
    ($35 million of Term Loan A, $1.3 million of Term Loan
    B) per quarter under the credit agreement (other than in
    the first quarter after closing, in which only $1.3 million
    is payable) and the paydown of the revolver of
    $25.7 million during the first quarter of 2007.(2)
    
    This amount represents the tax benefit relating to the
    additional interest expense at the Companys historical tax
    rate of 38.7% for the year ended December 31, 2007 and
    38.8% for six months ended June 30, 2008.Note:
    
    Based on the pro forma income statement for the year ended
    December 31, 2007 the ratio of earnings to fixed charges is
    4.4x. For purposes of calculating the ratio of earnings to fixed
    charges, earnings consist of income before taxes
    plus fixed charges. Fixed charges include interest
    expense and amortization of debt issuance costs. 39




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SELECTED
    HISTORICAL FINANCIAL DATA     UnauditedYear Ended December 31,


Six Months Ended June 30,2003


2004


2005


2006


2007


2007


2008(Dollars in thousands)Statement of earnings Data:Processing and services revenues

$
1,217,768


$
1,312,416


$
1,382,479


$
1,484,977


$
1,690,568


$
826,438


$
913,106Net earnings

$
138,480


$
118,069


$
195,705


$
201,055


$
256,805


$
115,045


$
125,278Balance sheet data (at period end):Cash and cash equivalents

$
66,119


$
84,093


$
59,756


$
47,783


$
39,566


$
49,077


$
18,628Total assets

$
1,420,896


$
1,494,065


$
1,542,802


$
1,879,800


$
1,962,043


$
1,947,212


$
1,985,740   Selected
    quarterly financial information (unaudited)
  Quarter EndedMarch 31,


June 30,


September 30,


December 31,(Dollars in thousands)2007Processing and services revenues

$
401,428


$
425,010


$
425,464


$
438,666Earnings before income taxes, equity in loss of unconsolidated
    entity and minority interest


90,486



100,725



112,674



121,721Net earnings

$
54,539


$
60,506


$
67,991


$
73,7692006Processing and services revenues

$
351,163


$
357,007


$
384,748


$
392,059Earnings before income taxes, equity in loss of unconsolidated
    entity and minority interest


69,102
(a)


85,695
(a)


94,081



80,842Net earnings

$
42,161


$
52,245


$
57,389


$
49,260     (a)
    
    Amounts reflect an adjustment, of $8.7 million in stock
    compensation expense allocation, from amounts included in the
    Form 10, filed June 20, 2008. Subsequent to the
    filing, we determined $8.7 million of the allocation
    recorded in the three months end June 30, 2006 should have
    been recorded in the three months ended March 31, 2006. 40




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MANAGEMENTS
    DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS    Overview
    The
    spin-off transaction
    Reporting
    segments
    
    our mortgage processing services, which we conduct using our
    market-leading mortgage servicing platform, or MSP, and our team
    of experienced support personnel based primarily at our
    Jacksonville, Florida data center;
    our Desktop application, a workflow system that assists our
    customers in managing business processes, which today is
    primarily used in connection with mortgage loan default
    management but which has broader applications;
    our other software and related service offerings, including our
    mortgage origination software, our real estate closing and title
    insurance production software and our middleware application
    which provides collaborative network connectivity among mortgage
    industry participants; and
    our data and analytics businesses, the most significant of which
    is our alternative property valuations business, which provides
    a range of types of valuations other than traditional
    appraisals, our property records business and our advanced
    analytic services, which assist our customers in their loan
    marketing or loss mitigation efforts. 41




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
    settlement services, which consist of title agency services, in
    which we act as an agent for title insurers, and closing
    services, in which we assist in the closing of real estate
    transactions; and
    other origination services, which consist of traditional
    appraisal and appraisal management services, real estate tax
    services, which provide lenders with information about the tax
    status of a property, and flood zone information, which assists
    lenders in determining whether a property is in a federally
    designated flood zone.    
    foreclosure services, including access to a nationwide network
    of independent attorneys, document preparation and recording and
    other services;
    property inspection and preservation services, designed to
    preserve the value of properties securing defaulted
    loans; and
    asset management services, providing REO disposition services
    through a network of independent real estate brokers, attorneys
    and other vendors to facilitate the transaction.        Separation
    from FIS
    Related
    party transactions
   42




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Six MonthsEndedYear Ended December 31,


June 30,2007


2006


2005


2008


2007(Dollars in millions)Title agency commissions

$
132.2


$
83.9


$
80.9


$
66.8


$
68.3Software development revenue


59.5



32.7



7.7



28.1



28.7Other data related services


19.6



19.8



17.4



7.1



10.0Total revenues

$
211.3


$
136.4


$
106.0


$
102.0


$
107.0   Six Months EndedYear Ended December 31,


June 30,2007


2006


2005


2008


2007(Dollars in millions)Title plant information expense

$
5.8


$
3.9


$
3.0


$
4.7


$
2.6Corporate services


35.7



51.8



54.9



27.6



19.8Licensing, leasing and cost sharing agreement


(12.2
)


(13.2
)


(10.8
)


(5.3
)


(9.5
)Total expenses

$
29.3


$
42.5


$
47.1


$
27.0


$
12.9          43




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Investment
    by FNF in FNRES Holdings, Inc.
    Business
    trends and conditions
         44




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45




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##### Table of Contents



Critical
    accounting policies
    Revenue
    recognition
  No. 00-21 (EITF 00-21), SOP No. 97-2 (SOP 97-2), SOP No. 98-9 SOP No. 97-2, (SOP 98-9), SOP No. 81-1, (SOP 81-1).
  EITF 00-21,
  SOP 97-2 SOP 98-9, and/or
 46




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##### Table of Contents



SOP 98-9. SOP No. 97-2, SOP 81-1,
      Computer
    software
    Goodwill
    and other intangible assets
     47




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Accounting
    for income taxes
   48




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Results
    of operations for the six months ended June 30, 2008 and
    2007
  Unaudited
    Combined results of operations
  Six Months EndedJune 30,2008


2007(Dollars in thousands)Processing and services revenues

$
913,106


$
826,438Cost of revenues


585,137



526,823Gross profit


327,969



299,615Selling, general, and administrative expenses


118,999



109,072Operating income


208,970



190,543Other income (expense):Interest income


563



745Interest expense


(58
)


(77
)Other income, net


282



Total other income (expense)


787



668Earnings before income taxes, equity in loss of unconsolidated
    entity and minority interest


209,757



191,211Provision for income taxes


81,386



74,010Earnings before equity in loss of unconsolidated entity and
    minority interest


128,371



117,201Equity in loss of unconsolidated entity


(2,370
)


(1,720
)Minority interest


(723
)


(436
)Net earnings

$
125,278


$
115,045   Processing and services revenues.
  Cost of revenues.
  Gross profit.
  Selling, general and administrative
    expenses.
 49




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##### Table of Contents



Operating income.
  Income tax expense.
  Net earnings.
  Segment
    results of operations
  Technology,
    Data and Analytics segment unaudited results of
    operations
  Six Months EndedJune 30,2008


2007(Dollars in thousands)Processing and services revenues

$
277,568


$
284,385Cost of revenues


155,507



160,308Gross profit


122,061



124,077Selling, general, and administrative expenses


33,729



32,776Operating income


88,332



91,301   Processing and services revenues.
  Cost of Revenues.
  Gross profit.
  Selling, general and administrative
    expenses.
  Operating income.
 50




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Loan
    Transaction Services segment unaudited results of
    operations
  Six Months EndedJune 30,2008


2007(Dollars in thousands)Processing and services revenues

$
642,577


$
540,929Cost of revenues


436,793



369,167Gross profit


205,784



171,762Selling, general, and administrative expenses


57,829



54,753Operating income


147,955



117,009   Processing and services revenues.
  Cost of revenues.
  Gross profit.
  Selling, general and administrative
    expenses.
  Operating income.
  Corporate
    and Other segment
   51




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Results
    of operations for the years ended December 31, 2007, 2006
    and 2005
  Combined
    results of operations
  2007


2006


2005(Dollars in thousands)Processing and services revenues

$
1,690,568


$
1,484,977


$
1,382,479Cost of revenues


1,058,647



900,145



804,488Gross profit


631,921



584,832



577,991Selling, general, and administrative expenses


207,859



257,312



260,066Operating income


424,062



327,520



317,925Other income (expense):Interest income


1,690



2,606



4,124Interest expense


(146
)


(298
)


(270
)Other income (expense), net






(106
)


(1,238
)Total other income (expense)


1,544



2,202



2,616Earnings before income taxes, equity in loss of unconsolidated
    entity and minority interest


425,606



329,722



320,541Provision for income taxes


164,734



127,984



124,160Earnings before equity in loss of unconsolidated entity and
    minority interest


260,872



201,738



196,381Equity in loss of unconsolidated entity


(3,048
)






Minority interest


(1,019
)


(683
)


(676
)Net earnings

$
256,805


$
201,055


$
195,705   Processing and services revenues.
  Cost of revenues.
 52




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##### Table of Contents



Gross profit.
  Selling, general and administrative
    expenses.
  Operating income.
  Income tax expense.
  Net earnings.
  Segment
    results of operations
  Technology,
    Data and Analytics segment results of operations
  2007


2006


2005(Dollars in thousands)Processing and services revenues

$
570,146


$
546,961


$
525,259Cost of revenues


313,747



299,696



281,974Gross profit


256,399



247,265



243,285Selling, general, and administrative expenses


64,770



67,732



81,143Operating income

$
191,629


$
179,533


$
162,142   Processing and services revenues.
  Cost of revenues.
 53




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Gross profit.
  Selling, general and administrative
    expenses.
  Operating income.
  Loan
    Transaction Services segment results of operations
  2007


2006


2005(Dollars in thousands)Processing and services revenues

$
1,125,879


$
900,951


$
820,098Cost of revenues


750,174



587,040



505,607Gross profit


375,705



313,911



314,491Selling, general, and administrative expenses


110,132



107,555



103,693Operating income

$
265,573


$
206,356


$
210,798   Processing and services revenue.
  Cost of revenues.
  Gross profit.
  Selling, general and administrative
    expenses.
 54




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Operating income.
  Corporate
    and Other segment
    Liquidity
    and capital resources
  Cash
    requirements
        Capital
    expenditures
    Financing
  5-year 5-year
 55




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90-day 90-day
     56




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##### Table of Contents



Interest
    Rate Swaps
  2-year
  Notional

Bank Pays

LPS PaysAmortization Period

Amount

Variable Rate of(1)

Fixed Rate of(2)(In millions)July 31, 2008 to December 31, 2008

$
420.0



1 Month LIBOR



3.275
%December 31, 2008 to March 31, 2009

$
400.0



1 Month LIBOR



3.275
%March 31, 2009 to June 30, 2009

$
385.0



1 Month LIBOR



3.275
%June 30, 2009 to September 30, 2009

$
365.0



1 Month LIBOR



3.275
%September 30, 2009 to December 31, 2009

$
345.0



1 Month LIBOR



3.275
%December 31, 2009 to March 31, 2010

$
330.0



1 Month LIBOR



3.275
%March 31, 2010 to June 30, 2010

$
310.0



1 Month LIBOR



3.275
%June 30, 2010 to July 31, 2010

$
290.0



1 Month LIBOR



3.275
%     (1)
    
    2.46% as of July 2, 2008.(2)
    
    In addition to the fixed rate paid under the swaps, we pay an
    applicable margin to our bank lenders on the Term A Loan, Term B
    Loan and Revolving Loan equal to 2.50% as of July 2, 2008. 57




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##### Table of Contents



Accounting for Derivative
    Instruments and Hedging Activities Fair Value Measurements Level 2-type
    Contractual
    Obligations
    2008


2009


2010


2011


2012


Thereafter


TotalLong-term debt(1)

$
37,550


$
145,100


$
145,100


$
145,100


$
145,100


$
992,750


$
1,610,700Interest on long-term debt(1)


32,900



91,723



82,934



74,131



66,937



161,652



510,277Operating lease payments


9,977



16,507



10,601



7,148



5,112



481



49,826Deferred compensation(2)






















20,572



20,572Total

$
80,427


$
253,330


$
238,635


$
226,379


$
217,149


$
1,175,455


$
2,191,375     (1)
    
    Long-term debt and interest on long-term debt are presented on a
    pro forma basis, as the Company had no debt on the balance sheet
    as of June 30, 2008.(2)
    
    Deferred compensation is presented as payable after 2012 because
    of the uncertain timing of the payables.  Off-Balance
    Sheet Arrangements
    Escrow
    Arrangements
    Recent
    accounting pronouncements
  03-6-1, Determining Whether Instruments Granted in Share-Based
    Payment Transactions Are Participating Securities
 58




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##### Table of Contents



The
    Hierarchy of Generally Accepted Accounting Principles
  Disclosures about Derivative Instruments and Hedging
    Activities-an amendment of FASB Statement No. 133
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  Business Combinations
   59




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No. FAS 157-2, Effective Date of FASB Statement No. 157
  Quantitative
    and qualitative disclosures about market risk
       60




---



##### Table of Contents



BUSINESS  Overview
      Competitive
    strengths
  Market
    leading mortgage processor
    Comprehensive
    set of integrated applications and services
    Broad and
    long-term relationships with our customers
   61




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Demonstrated
    ability to grow in adverse mortgage market
    Strong
    revenue growth and cash flow
    Strong
    value proposition for our customers
    Experienced
    management team
    Business
    strategy
  Expand
    and leverage our market leading technology
   62




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Continue
    to provide fully integrated service offerings
    Maximize
    our cross-selling opportunities
    Maintain
    a balanced revenue base across the mortgage cycle
    Take
    advantage of increased outsourcing by our customers
    Broaden
    our portfolio of services and market opportunities through
    strategic acquisitions
   63




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##### Table of Contents



Information
    about reporting segments
            Technology,
    Data and Analytics
   64




---



##### Table of Contents



Technology.
  
    MSP.  Our mortgage servicing platform, or MSP,
    is an application that automates loan servicing, including loan
    setup and ongoing processing, customer service, accounting and
    reporting to the secondary mortgage market, and federal
    regulatory reporting. MSP serves as the core application through
    which our bank customers keep the primary records of their
    mortgage loans, and as a result is an important part of the
    banks underlying processing infrastructure. MSP processes
    a wide range of loan products, including fixed-rate mortgages,
    adjustable-rate mortgages, construction loans, equity lines of
    credit and daily simple interest loans. We believe a substantial
    opportunity exists to expand the use of MSP in processing home
    equity lines of credit, or HELOCs. Traditionally, the
    software systems that many banks use to process HELOCs are based
    on credit card systems, and we believe, as a result, are less
    robust than MSP in areas such as escrow tracking and regulatory
    reporting. We believe the banking industry is now beginning to
    realize that it needs better processing systems for HELOCs than
    most banks currently employ. We have also integrated some of our
    analytic tools into MSP, which can assist our customers
    loan marketing or loss mitigation efforts.    
    Desktop.  We have developed a web-based
    workflow information system, which we refer to as Desktop. The
    Desktop application can be used for managing a range of
    different workflow processes. It can be used to organize images
    of paper documents within a particular file, to capture
    information from imaged documents, to manage invoices and to
    provide multiple constituencies access to key data needed for
    various types of process management. We originally developed
    Desktop for use in our default management businesses, although
    it is an enterprise workflow application that is used to handle
    a wide range of other processes. The Desktop application enables
    our customers to seamlessly manage different processes through a
    single application and thus reduces our customers
    processing time and application maintenance costs. We provide
    electronic access for all our default management customers
    through our Desktop application that allows them to monitor the
    status of our services over the Internet. We can also create an
    automated interface between MSP and the Desktop that allows
    default services pre-selected by our customers to automatically
    begin at a pre-determined stage in the default of any loan which
    is serviced by our MSP application. The Desktop application was
    originally developed to serve as a core application for tracking
    all stages of the default management process, and managing a
    defaulted loan through our Desktop application offers a faster,
    more efficient handling of such loan.
    Other software applications.  We offer various
    software applications and services that facilitate the
    origination of mortgage loans in the U.S. For example, we
    offer a loan origination software system, known as
    Empower!, which is used by banks, savings &
    loans, mortgage bankers and sub-prime lenders to automate the
    loan origination process. Empower provides seamless credit
    bureau access and interfaces with MSP, automated underwriting
    systems used by Freddie Mac and Fannie Mae and various vendors
    providing settlement services. We also offer a software system,
    known as SoftPro, which is a leading real estate closing
    and title insurance production application. SoftPro is used by
    over 12,500 customers to create the appropriate forms necessary
    for the closing of residential and commercial real 65




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estate transactions in the U.S. Finally, we are the
    majority owner of RealEC Technologies, Inc., or RealEC,
    which is a provider of collaborative network solutions to the
    mortgage industry. RealECs applications enable lenders and
    their business partners to electronically connect, collaborate
    and automate their business processes to eliminate paper, manual
    processing and other obstacles in the origination and servicing
    of mortgage loans. RealEC provides partner connectivity,
    automated vendor management, advanced data capture, document
    management services, integration services, intelligent product
    decision tools, vendor sourcing tools and a B2B exchange to more
    than 2,000 mortgage originators (including 17 of the top 20).    
    Data and analytics.  In addition to our
    technology applications, this segment provides data and
    analytics that are used in different steps in the life cycle of
    a mortgage. Our primary data and analytics services are:  
    Enhanced property data and information.  We
    acquire and aggregate real estate property data on a national
    level and we have been a leader in making such data available to
    our customers in a single database with a standard national
    format. Our property database currently covers areas where
    approximately 88% of the U.S. population resides. We
    distribute this data through bulk sales, customized XML feeds
    and our web portal SiteX.com. We also offer a number of value
    added services that enable our customers to utilize this data to
    assess risk, determine property values, track market
    performance, generate leads and mitigate risk. Our customers
    include realtors, investors, mortgage brokers, title companies,
    direct marketers, appraisers, and lenders.
    Alternative valuation services.  In recent
    years, the increasing availability of reliable information
    related to real estate and real estate transactions has
    encouraged lenders and other real estate professionals to use
    alternatives to traditional appraisals. We offer our customers a
    broad range of property valuation services beyond the
    traditional appraisals offered by our Loan Transaction Services
    segment that allow them to match their risk of loss with
    alternative forms of property valuations, depending upon their
    needs and regulatory requirements. These include, among others,
    automated valuation models, broker price opinions, collateral
    risk scores, appraisal review services and valuation
    reconciliation services. To deliver these services, we utilize
    artificial intelligence software, detailed real estate
    statistical analysis, and modified physical property inspections.
    Advanced analytic and capital markets
    services.  We offer advanced analytic tools that
    enable our customers to take proactive steps with respect to
    their loan portfolios. For example, we provide pre-payment and
    default propensity tools as well as due diligence and property
    valuation services in connection with the marketing and sale of
    loan portfolios in the secondary market. Our due diligence
    services consist of a review of a loan pools data files
    for accuracy and completeness, analysis of the physical loan
    files to determine compliance with internal underwriting
    guidelines and various regulatory disclosure requirements and
    the preparation and presentation of reports reflecting our
    findings.    2007


2006


2005(Dollars in thousands)Mortgage processing

$
339,670


$
324,555


$
314,193Other


230,476



222,406



211,066Total segment revenues

$
570,146


$
546,961


$
525,259  66




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##### Table of Contents



Loan
    Transaction Services
    Loan facilitation services.
  
    Settlement services.  We offer centralized
    title agency and closing services to our financial institution
    clients. Our title agency services include conducting title
    searches and preparing an abstract of title, reviewing the
    status of title in a title commitment, resolving any title
    exceptions, verifying the payment of existing loans secured by a
    subject property, verifying the amount of prorated expenses and
    arranging for the issuance of a title insurance policy by a
    title insurer. Our closing management services are currently
    available in 46 states and the District of Columbia and
    include preparing checks, deeds and affidavits and recording
    appropriate documents in connection with the closing. We
    maintain a network of independent closing agents that are
    trained to close loans in accordance with the lenders
    instructions, and a network of independent notaries who are
    available to promptly assist with the closing. We also provide
    services with respect to recording and releases of liens.
    Appraisal services.  This segment provides
    traditional appraisals, as opposed to the alternative property
    valuations our Technology, Data and Analytics segment offers.
    Traditional property appraisals involve labor intensive
    inspections of the real property in question and of comparable
    properties in the same and similar neighborhoods, and typically
    take weeks to complete. We have developed processes and
    technologies that allow our lender customers to outsource their
    appraisal management function to us and we provide our customers
    with access to a nationwide network of over 19,000 independent,
    fully licensed appraisers. Our traditional appraisal services
    are typically provided in connection with first mortgages.
    Other origination services.  We offer lenders
    real estate tax information and federal flood zone
    certifications in connection with the origination of new
    mortgage loans. We also offer monitoring services that will
    notify a lender of any change in tax or flood zone status during
    the life of a loan. Additionally, we provide complete
    outsourcing of tax escrow services, including the establishment
    of a tax escrow account that is integrated with the
    lenders mortgage servicing system and the processing of
    tax payments to taxing authorities. Finally, we act as a
    qualified exchange intermediary for those customers who seek to
    engage in qualified exchanges under Section 1031 of the
    Code, which allows capital gains tax deferral on the sale of
    certain investment assets.    
    Default management services.  In addition to
    loan facilitation services, our Loan Transaction Services
    segment offers default management services. These services allow
    our customers to outsource the business processes necessary to
    take a loan and the underlying real estate securing the loan
    through the default and foreclosure process. Based in part on
    the range and quality of default management services we offer
    and our focus on customer service, our default management
    business has grown significantly and we are now the largest
    mortgage default management outsourced service provider in the
    U.S. We offer a full spectrum of outsourcing services
    relating to the management of defaulted loans, from initial
    property inspection to recording the final release of a mortgage
    lien. 67




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##### Table of Contents




    Foreclosure services.  As our lender and
    servicing customers proceed toward the foreclosure of properties
    securing defaulted loans, we provide services that facilitate
    completing the foreclosure process. For example, we offer our
    customers a national network of independent attorneys, as well
    as comprehensive posting and publication of foreclosure and
    auction notices, and conduct mandatory title searches, in each
    case as necessary to meet state statutory requirements for
    foreclosure. We provide document preparation and recording
    services, including mortgage assignment and release preparation,
    and due diligence and research services. We also provide various
    other title services in connection with the foreclosure process.
    Property inspection and preservation
    services.  At the onset of a loan default, our
    services are designed to assess and preserve the value of the
    property securing the loan. For example, through a nationwide
    network of independent inspectors, we provide inspection
    services, including daily reports on vacant properties,
    occupancy inspections and disaster and insurance inspections. We
    also offer a national network of independent contractors to
    perform property preservation and maintenance services, such as
    lock changes, window replacement, lawn service and debris
    removal.
    Asset management, default title and settlement
    services.After a property has been foreclosed,
    we provide services that aid our customers in managing their
    real estate owned, or REO, properties, including title services
    and property preservation field services that assist the lender
    in managing its REO properties. We also offer a variety of title
    and settlement services relating to the lenders ownership
    and eventual sale of REO properties. Finally, we offer
    nationwide advisory and management services to facilitate a
    lenders REO sales.      2007


2006


2005(Dollars in thousands)Loan facilitation services

$
652,858


$
623,115


$
603,657Default services


473,021



277,836



216,441Total segment revenues

$
1,125,879


$
900,951


$
820,098   Corporate
    Segment
    Customers
   68




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Sales and
    marketing
  Sales
    force
    and/or
  Office
    of the Enterprise
      client-by-client
  
    Our clients are better able to leverage the strength of all of
    our solutions. When lenders are introduced to our enterprise
    sales approach, they are able to take advantage of streamlined
    processes to increase 69




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##### Table of Contents



efficiencies, which reduce their internal costs, shorten cycle
    time and, most importantly, create a better borrower experience.  
    We eliminated the multiple silos that existed across all of our
    operating divisions. By offering a centralized point of contact
    at an executive level, combined with access to subject matter
    experts across the business lines, we were able to reduce
    confusion among our clients and more effectively communicate the
    power of our solutions.    Intellectual
    property
    Competition
           70




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Research
    and development
    Government
    regulation
             71




---



##### Table of Contents



and/or
  Employees
    Properties
    and facilities
    Number ofState

LocationsCalifornia


25Texas


8Florida


7Other


31    72




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##### Table of Contents



Legal
    proceedings
    
    These matters raise difficult and complicated factual and legal
    issues and are subject to many uncertainties and complexities.
    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 some cases, the monetary damages sought include
    punitive or treble damages. None of the cases described below
    includes a specific 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 and follow the provisions of Statement of
    Financial Accounting Standards No. 5, Accounting for
    Contingencies, when making accrual and disclosure decisions.
    When assessing reasonably possible and probable outcomes, we
    base our decision on our assessment of the ultimate outcome
    following all appeals.
    We intend to vigorously defend each of these matters, and we do
    not believe that the ultimate disposition of these lawsuits will
    have a material adverse impact on our financial position.  National
    Title Insurance of New York, Inc. Litigation
  Barton v. National Title Insurance of New
    York, Inc. et al Gentilcore v. National Title Insurance of New York,
    Inc. et al Martinez v. National Title Insurance of New York,
    Inc. et al Swick v. National Title Insurance of New York, Inc.
    et al Davis v.
    National Title Insurance of New York, Inc. et al Pepe v. National Title Insurance of New York, Inc.
    et al Kornbluth v. National Title Insurance of New York,
    Inc. et al Lamb v.
    National Title Insurance of New York, Inc. et al Blackwell v. National
    Title Insurance of New York, Inc. et al Magana v. National
    Title Insurance of New York, Inc. et al Moynahan v. National
    Title Insurance of New York, Inc. et al Romero v. National
    Title Insurance of New York, Inc. et al and/or
 73




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Harris,
    Ernest and Mattie v. FIS Foreclosure Solutions,
    Inc.
   74




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##### Table of Contents



MANAGEMENT    Name

Age

TitleWilliam P. Foley, II


63


Chairman of the BoardJeffrey S. Carbiener


46


President and Chief Executive OfficerFrancis K. Chan


38


Executive Vice President and Chief  Financial OfficerDaniel T. Scheuble


50


Executive Vice President and Co-Chief  Operating OfficerEric D. Swenson


49


Executive Vice President and Co-Chief  Operating OfficerBrent B. Bickett


43


Executive Vice President, Corporate FinanceTodd C. Johnson


43


Executive Vice President, General  Counsel and Corporate
    SecretaryJoseph M. Nackashi


45


Executive Vice President and Chief Information OfficerParag Bhansali


46


Senior Vice President, Investor Relations and Strategic PlanningChristopher P. Breakiron


42


Senior Vice President and Chief Accounting OfficerMarshall Haines


40


DirectorJames K. Hunt


56


DirectorLee A. Kennedy


57


DirectorDaniel D. (Ron) Lane


73


DirectorCary H. Thompson


51


Director     William P. Foley, II
  Jeffrey S. Carbiener
  Francis K. Chan
  Daniel T. Scheuble
  Eric D. Swenson
 75




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##### Table of Contents



Brent B. Bickett
  Todd C. Johnson
  Joseph N. Nackashi
  Parag Bhansali
  Christopher P. Breakiron
  Marshall Haines
  James K. Hunt
  Lee A. Kennedy
 76




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##### Table of Contents



Daniel D. (Ron) Lane
  Cary H. Thompson
  Board of
    directors structure
    Committees
    Audit
    committee
  Rule 10A-3
  
    the quality and integrity of our financial statements and
    related disclosure;
    our compliance with legal and regulatory requirements;
    the independent auditors qualifications and
    independence; and
    the performance of our internal audit function and independent
    auditor.  Nominating
    and corporate governance committee
   77




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##### Table of Contents



Compensation
    committee
    
    to monitor our management resources, structure, succession
    planning, development and selection process as well as the
    performance of key executives; and
    to review and approve executive compensation and broad-based and
    incentive compensation plans.  Executive
    and director compensation
  The following compensation discussion and analysis may
    contain statements regarding corporate performance targets and
    goals. These targets and goals are disclosed in the limited
    context of compensation programs and should not be understood to
    be statements of managements expectations or estimates of
    results or other guidance. We specifically caution investors not
    to apply these statements to other contexts.
  Introduction
    Name

Age

Title(s)William P. Foley, II


63


Chairman of the BoardJeffrey S. Carbiener


46


President and Chief Executive OfficerFrancis K. Chan


38


Executive Vice President and Chief Financial OfficerDaniel T. Scheuble


50


Executive Vice President and Co-Chief Operating OfficerEric D. Swenson


49


Executive Vice President and Co-Chief Operating Officer     Background
     78




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Objectives
    of our compensation program
      Role
    of compensation committee and executive officers in determining
    executive compensation
    Establishing
    executive compensation levels
  Historically.
     79




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##### Table of Contents



Role
    of compensation consultants
      
    Affiliate Computer Services, Inc.
    Automatic Data Processing, Inc.
    CA, Inc.
    DST Systems, Inc.
    First Data Corporation
    Fiserv, Inc.
    Intuit Inc.
    MasterCard Incorporated
    NCR Corporation
    SunGard Data Systems Inc.
    Symantec Corporation
    The Western Union Company
    Telephone & Data Systems, Inc.
    Unisys Corporation    Going forward.
  Allocation
    of total compensation
  Historically.
 80




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##### Table of Contents



day-to-day
  Going forward.
  Executive
    compensation components
  Historically.
  
    base salary;
    performance-based annual cash incentives; and
    long-term equity-based incentive awards in the form of stock
    options.    Going forward.
  Base
    Salary
  Historically.
   81




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##### Table of Contents



Going forward.
    Annual
    performance-based cash incentives
  Historically.
         82




---



##### Table of Contents



Going forward.
      Long-term
    equity incentive awards
  Historically.
 83




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##### Table of Contents




    an analysis of competitive marketplace compensation data
    provided to the compensation committee by Strategic Apex Group;
    the executives level of responsibility and ability to
    influence the companys performance;
    the executives level of experience and skills;
    the need to retain and motivate highly talented
    executives; and
    a subjective review of FISs business environment,
    objectives and strategy.       84




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##### Table of Contents



Going forward.
    ,
        
    the executives level of responsibility and potential to
    influence Company performance;
    the executives level of experience and skills;
    an analysis of competitive marketplace compensation data
    provided to the committee by Strategic Apex Group;
    our current business environment, objectives and
    strategy; and
    the need to retain and motivate our executives. 85




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##### Table of Contents



RestrictedName

Options


StockWilliam P. Foley, II


250,000



75,000Jeffrey S. Carbiener


250,000



75,000Francis K. Chan


50,000



15,000Daniel T. Scheuble


100,000



30,000Eric D. Swenson


100,000



30,000     Employment
    agreements
  Historically.
  Going forward.
    Annual Cash Bonus Target (as aName

Base Salary

Percentage of Base Salary)Jeffrey S. Carbiener

$
850,000



150
%Francis K. Chan

$
350,000



100
%Daniel T. Scheuble

$
490,000



125
%Eric D. Swenson

$
540,000



125
%    86




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##### Table of Contents




    any earned but unpaid base salary and any expense reimbursement
    payments owed and any earned but unpaid annual bonus payments
    relating to the prior year;
    a pro rated target bonus for the year in which the termination
    occurs;
    a lump-sum payment equal to 300%, except in the case of
    Mr. Chan who is entitled to receive 200%, of the sum of the
    executives (1) annual base salary and (2) the
    highest annual bonus paid to the executive within the three
    years preceding his termination or, if higher, the target bonus
    opportunity in the year in which the termination of employment
    occurs;
    immediate vesting
    and/or
    payment of all equity awards, except those awards which are
    based upon satisfaction of performance criteria which shall only
    vest in accordance with their express terms; and
    for as long as the executive pays the full monthly premiums for
    COBRA coverage, continued receipt of health and dental insurance
    benefits for a period of 3 years, reduced by comparable
    benefits he may receive from another employer, together with a
    lump sum cash payment equal to 36 monthly medical and
    dental COBRA premiums based on the executives level of
    coverage on the date of termination.    
    a material adverse change in the executives status,
    authority or responsibility;
    a change in the person to whom the executive reports that
    results in a material adverse change to the executives
    service relationship or the conditions under which he performs
    his duties;
    a material adverse change in the position to whom the executive
    reports or a material diminution in the authority, duties or
    responsibilities of that position;
    a material diminution in the budget over which the executive has
    managing authority; or
    a material change in the geographic location of Employees
    principal place of employment.  Retirement
    and other employee benefit plans
  Introduction.
  Pension
    plan
  Historically.
  Going forward.
 87




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Executive
    life and supplemental retirement benefit plan and special
    supplemental executive retirement plan
  Historically.
  Going forward.
  401(k)
    plan
  Historically.
  Going forward.
  Deferred
    compensation plans
  Historically.
  Going forward.
  Employee
    stock purchase plan
  Historically.
 88




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##### Table of Contents



Going forward.
  Health
    and welfare benefits
  Historically.
  Going forward.
  Perquisites
    and other benefits
  Historically.
  Going forward.
  Stock
    ownership guidelines
  in-the-money
  Position

Minimum Aggregate ValueChairman and CEO

5 x base salaryOther officers

2 x base salaryNon-employee directors

5 x annual retainer   Tax
    and accounting considerations
   89




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##### Table of Contents



Executive
    compensation
    Summary
    compensation table
  Change inPensionNon-Equity

Value andIncentive

NonqualifiedPlan

DeferredStock

Option

Compensation

Compensation

All OtherFiscal

Salary

Bonus

Awards

Awards

Earnings

Earnings

Compensation

TotalName and Principal Position

Year

($)(1)

($)(2)

($)(3)

($)(4)

($)(5)

($)(6)

($)(7)

($)William P. Foley, II


2007



537,500







729,329



10,050,710



913,913







187,253



12,418,705Chairman


2006



417,535







152,598



13,007,899



2,407,821







161,774



16,147,627Jeffrey S. Carbiener


2007



485,897







188,547



1,257,496



375,887



(18,347
)


14,888



2,304,368President and Chief Executive Officer


2006



359,627



500,000







1,111,763



600,000



61,595



329,100



2,962,085Francis K. Chan


2007



259,375











125,511



68,143







24,019



477,048Executive Vice President and Chief Financial OfficerDaniel T. Scheuble


2007



425,000







16,517



574,713



224,213







12,385



1,252,828Executive Vice President and Co-Chief Operating OfficerEric D. Swenson


2007



497,740







99,099



658,960



250,591







51,975



1,558,365Executive Vice President and Co-Chief Operating Officer  90




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##### Table of Contents



(1)
    
    Amounts shown are not reduced to reflect the named executive
    officers elections, if any, to defer receipt of salary
    into FISs 401(k) plan, employee stock purchase plan or
    deferred compensation plans.(2)
    
    Represents a contractual bonus paid in 2006 in connection with
    the merger between Certegy and former FIS.(3)
    
    With respect to Messrs. Foley, Scheuble and Swenson,
    represents the dollar amount recognized for financial statement
    reporting purposes in accordance with FAS 123(R) for the
    fiscal years ended December 31, 2007 and 2006, of
    restricted stock awards granted by old FNF in 2003 and assumed
    by FIS in the merger between it and old FNF. With respect to
    Mr. Carbiener, 2007 amounts represent the dollar amount
    recognized for financial statement reporting purposes in
    accordance with FAS 123(R) with respect to a restricted
    stock award granted by FIS as a merit bonus in 2007.(4)
    
    Represents the dollar amount recognized for financial statement
    reporting purposes in accordance with FAS 123(R) for the
    fiscal years ended December 31, 2007 and 2006, of stock
    option awards granted in and prior to fiscal years 2007 and
    2006. These awards consisted of options granted by FIS and
    options granted to acquire shares of old FNF under old FNF plans
    that FIS assumed in the merger between it and old FNF.
    Assumptions used in the calculation of these amounts are
    included in Note 11 to our combined financial statements
    included in this prospectus. For Mr. Foley, 2006 amounts
    include $8.9 million recorded relating to FISs
    performance-based stock option awards for which the vesting
    criterion was met during 2006 after the merger between Certegy
    and former FIS.(5)
    
    Represents amounts paid pursuant to FISs annual incentive
    plan which were earned in 2006 and paid in 2007, and earned in
    2007 and paid in 2008, respectively.(6)
    
    Represents the change in pension value for Mr. Carbiener
    under the Pension plan.(7)
    
    Amounts shown for 2007 include matching contributions to
    FISs 401(k) plan and employee stock purchase plan;
    dividends paid on restricted stock; life insurance premiums paid
    by FIS; dividends from the split dollar plan, which are
    reinvested in the plan; personal use of a company airplane; club
    membership fees; financial planning services; and car allowance
    as set forth below:  Foley

Carbiener

Chan

Scheuble

Swenson401(k) Matching Contributions

$



$
6,750


$
6,750


$
6,750


$
6,750ESPP Matching Contributions


15,000







17,188



3,984



30,000Restricted Stock Dividends


2,217



825







1,515



9,095Life Insurance Premiums


371



93



81



135



129Dividends from Split Dollar Plan






7,220











Personal Airplane Use


71,753















Club Membership Fees


56,756















Financial Planning Services


41,156















Car Allowance

$



$



$



$



$
6,000  91




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##### Table of Contents



Grants
    of plan-based awards table
    (d)

(e)



(g)All Other

All Other



Grant DateStock

Option

(f)

FairEstimated Possible Payouts Under

Awards:

Awards:

Exercise

ValueNon-Equity Incentive Plan

Number of

Number of

or Base

of StockAwards(1)

Shares of

Securities

Price of

and(a)

(b)

(c)

Stock or

Underlying

Option

OptionGrant

Threshold

Target

Maximum

Units

Options

Awards

AwardsName

Date

($)

($)

($)

(#)(2)

(#)(3)

($)

($)William P. Foley, II


12/20/2007



















600,000


$
42.56



7,710,1205/14/2007



















400,000


$
10.00



208,100N/A



671,875



1,343,750



4,031,251















Jeffrey S. Carbiener


12/20/2007



















300,000


$
42.56



3,855,0603/30/2007















5,500











250,030N/A



356,250



712,500



1,425,000















Francis K. Chan


12/20/2007



















37,500


$
42.56



481,883N/A



64,583



129,166



258,332















Daniel T. Scheuble


12/20/2007



















200,000


$
42.56



2,570,040N/A



212,500



425,000



849,999















Eric D. Swenson


12/20/2007



















200,000


$
42.56



2,570,040N/A



237,500



474,999



949,999















     (1)
    
    The amounts shown in column (a) reflect the minimum payment
    level under FISs annual incentive plan which is 50% of the
    target amount shown in column (b). The amount shown in column
    (c) for everyone except Mr. Foley is 200% of such
    target amount. For Mr. Foley, the amount in column
    (c) is 300% of the target amount. These amounts are based
    on the individuals 2007 salary.(2)
    
    The amounts shown in column (d) reflect the number of
    shares of our restricted stock granted under the Certegy plan to
    Mr. Carbiener as a merit bonus.(3)
    
    The amounts shown in column (e) reflect (i) the number
    of stock options granted to each named executive officer under
    the Certegy plan on December 20, 2007 (grant date fair
    value per option is $12.85 per option granted); and
    (ii) with respect to Mr. Foley, the number of options
    granted to him under the FNRES stock plan on May 14, 2007
    (grant date fair value per option is $0.52 per option granted).
    FIS owns approximately 39% of FNRESs common stock and
    accounts for it under the equity method.      Employment
    agreements
   92




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##### Table of Contents



William
    P. Foley, II
    Jeffrey
    S. Carbiener
  ,
  Eric
    D. Swenson
    Stock
    incentive plans
  and/or
   93




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##### Table of Contents



FNRES
    stock plan
    in-the-money 45-day 45-day
   94




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##### Table of Contents



Outstanding
    equity awards at fiscal year-end table
  Option Awards

Stock AwardsNumber of

Number ofSecurities

Securities





Number of

Market ValueUnderlying

Underlying





Shares or

of Shares orOption

Unexercised

Unexercised

Option

Option

Units of Stock

Units of StockGrant

Options (#)

Options (#)

Exercise

Expiration

That Have

That HaveName

Date

Exercisable

Unexercisable

Price ($)

Date

not Vested (#)

not Vested ($)William P. Foley, II


10/15/2004



417,946
(1)






29.18



10/15/2012







3/9/2005



213,186



426,374
(2)


15.63



3/9/2015







8/19/2005



83,590
(1)


83,589
(1)


30.97



8/19/2015







11/9/2006



276,667



553,333
(2)


41.35



11/9/2013







12/20/2007







600,000
(2)


42.56



12/20/2014







Jeffrey S. Carbiener


6/1/1998



1,340







27.78



6/1/2008







1/27/1999



4,492







27.50



1/27/2009







12/10/1999



13,410







17.15



12/10/2009







1/31/2000



20,320







16.03



1/31/2010







1/29/2001



6,680







21.68



1/29/2011







10/31/2001



11,552







26.04



10/31/2011







2/12/2002



5,632







31.94



2/12/2012







2/12/2002



38,459







31.94



2/12/2012







2/4/2004



18,982







29.74



2/4/2011







2/4/2005



24,175







32.20



2/4/2012







2/1/2006



87,500



262,500
(2)


39.48



2/1/2013







3/30/2007



















5,500
(3)


228,74512/20/2007







300,000
(2)


42.56



12/20/2014







Francis K. Chan


4/16/2001



5,548
(1)






8.42



4/16/2011







9/10/2004



16,677
(1)






22.38



9/10/2012







3/9/2005



4,093



2,729
(2)


15.63



3/9/2015







3/9/2005



5,970







15.63



3/9/2015







12/22/2006



6,250



18,750
(2)


40.25



12/22/2016







12/20/2007







37,500
(2)


42.56



12/20/2014







Daniel T. Scheuble


3/9/2005



5,117



20,466
(2)


15.63



3/9/2015







12/22/2006



25,000



50,000
(2)


40.25



12/22/2016







12/20/2007







200,000
(2)


42.56



12/20/2014







Eric D. Swenson


3/9/2005



17,055



68,220
(2)


15.63



3/9/2015







12/22/2006



25,000



50,000
(2)


40.25



12/22/2016







11/18/2003



















1,773
(1)


73,73912/20/2007







200,000
(2)


42.56



12/20/2014







     (1)
    
    These options and restricted shares were originally granted by
    old FNF under plans assumed by FIS in the merger between FIS and
    old FNF. All unvested options vest ratably over a three-year
    period from the original date of grant. Mr. Swensons
    remaining restricted shares vest on November 18, 2008.(2)
    
    The unvested options listed above that FIS granted in 2005 vest
    quarterly over a
    4-year
    period from the date of grant. The unvested options listed above
    that FIS granted in 2006 and 2007 vest annually over
    3 years from the date of grant, except for those granted to
    Mr. Carbiener in 2006 which vest annually over four years
    from the date of grant.(3)
    
    The restricted stock granted to Mr. Carbiener was made as a
    merit bonus and vests on the first anniversary of the date of
    grant. 95




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Outstanding
    FNRES option awards at fiscal year end
  Option AwardsNumber of

Number ofSecurities

SecuritiesUnderlying

UnderlyingUnexercised

Unexercised

Option

OptionOptions (#)

Options (#)

Exercise

ExpirationName

Grant Date

Exercisable

Unexercisable

Price ($)

DateWilliam P. Foley, II


5/14/2007







400,000



10.00



5/14/2015   Option
    exercises and stock vested table
    Option Awards


Stock AwardsNumber of


Value


Number of


ValueShares Acquired


Realized on


Shares Acquired


Realized onName

on Exercise (#)


Exercise ($)


on Vesting (#)


Vesting ($)William P. Foley, II


2,558,440



81,274,422



14,779



635,054Jeffrey S. Carbiener














Francis K. Chan














Daniel T. Scheuble


7,675



219,725



296



12,719Eric D. Swenson


30,525



1,002,394



1,773



76,186   Pension
    benefits
    Number

Presentof Years

Value of

PaymentsCredited

Accumulated

During LastName

Plan Name

Service (#)

Benefit ($)

Fiscal Year ($)Jeffrey S. Carbiener

Fidelity National Information Services, Inc. Pension Plan


15







157,464     (1)
    
    We received a determination letter from the Internal Revenue
    Service in July 2007 permitting us to distribute all pension
    plan benefits by purchasing an annuity contract or paying a lump
    sum benefit to each participant, and to terminate the plan
    effective May 31, 2006. Amounts reflected in the table with
    respect to Mr. Carbiener represent the lump sum payment
    received by him in 2007 with respect to his pension plan
    benefit. Additional information concerning the termination of
    the pension plan is set forth below.     96




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##### Table of Contents



Nonqualified
    deferred compensation table
    Executive

Registrant

Aggregate

Aggregate

AggregateContributions

Contributions

Earnings in

Withdrawals/

Balance atin Last FY

in Last FY

Last FY

Distributions

Last FYEName

Plan

($)

($)(1)

($)(2)

($)

($)(3)Jeffrey S. Carbiener

Special Plan






55,000



61,754







198,419Francis K. Chan

Non-Qualified Deferred Compensation Plan


50,938



471



27,822







348,990     (1)
    
    With respect to Mr. Carbiener, amounts reflect premium paid
    on life insurance policy in 2007. Mr. Carbieners
    benefit under the special plan is based on the excess of the
    cash surrender value in the policy over the total premiums paid.(2)
    
    Represents the increase in the executives participant
    interest in 2007.(3)
    
    Represents the executives participant interest as of
    December 31, 2007.  FIS
    special plan
    2007Rate ofName of Fund

ReturnInternational Value


6.24
%International Small-Cap


4.73
%Equity Index


5.23
%Small-Cap Index


(2.02
)%Diversified Research


1.19
%Equity


6.27
%American Funds Growth-Income


4.66
%American Funds Growth


11.93
%Large-Cap Value


3.54
%Technology


23.03
%Short Duration Bond


4.47
%Floating Rate Loan


(1.86
)%Diversified Bond


1.32
%Growth LT


15.63
%Focused 30


31.84
%Health Sciences


16.47
%Mid-Cap Value


(2.15
)%Large-Cap Growth


21.63
%Small-Cap Growth


15.10
%International Large-Cap


9.26
%Small-Cap Value


3.14
%Multi-Strategy


4.34
%Main Street Core


4.40
%Emerging Markets


33.09
% 97




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##### Table of Contents



2007Rate ofName of Fund

ReturnManaged Bond


8.53
%Inflation Managed


10.14
%Money Market


4.99
%High Yield Bond


2.44
%Comstock


(3.01
)%Mid-Cap Growth


22.92
%Real Estate


(16.16
)%Small-Cap Equity


6.04
%BlackRock Basic Value V.I. Fund Class III


1.53
%BlackRock Global Allocation V.I. Fund Class III


16.75
%Fidelity VIP Freedom 2010 Service Class 2


8.42
%Fidelity VIP Freedom 2015 Service Class 2


9.07
%Fidelity VIP Freedom 2020 Service Class 2


9.97
%Fidelity VIP Freedom 2025 Service Class 2


10.26
%Fidelity VIP Freedom 2030 Service Class 2


11.08
%Fidelity VIP Freedom Income Service Class 2


5.92
%Fidelity VIP Contrafund Service Class 2


17.30
%Fidelity VIP Growth Service Class 2


26.66
%Fidelity VIP Mid-Cap Service Class 2


15.34
%Fidelity VIP Value Strategies Service Class 2


5.36
%Janus Aspen Series International Growth Portfolio Service
    Shares


28.02
%Janus Aspen Series Mid Cap Growth Portfolio Service Shares


21.74
%Janus Aspen
    Series Risk-Managed
    Core Portfolio Service Shares


6.13
%Lazard Retirement U.S. Strategic Equity Portfolio


(0.95
)%LMPV Aggressive Growth Portfolio Class II


(1.66
)%LMPV Mid Cap Core Portfolio Class II


(5.72
)%MFS VIT New Discovery Series Service Class


2.25
%MFS VIT Utilities Series Service Class


27.56
%Premier VIT Op Cap Small Cap Portfolio


0.58
%T. Rowe Price Blue Chip Growth Portfolio-II


12.49
%T. Rowe Price Equity Income Portfolio-II


3.03
%Van Eck Worldwide Hard Assets Fund


45.36
%XTF Advisors Trust  ETF 2010 Portfolio


(0.90
)%XTF Advisors Trust  ETF 2015 Portfolio


(0.30
)%XTF Advisors Trust  ETF 2020 Portfolio


(1.10
)%XTF Advisors Trust  ETF 2025 Portfolio


(0.20
)%XTF Advisors Trust  ETF 2030 Portfolio


(1.60
)%XTF Advisors Trust  ETF 2040+ Portfolio


(2.60
)%Brandes International Equity


8.01
%Turner Core Growth


22.43
%Frontier Capital Appreciation


11.92
%Business Opportunity Value


5.44
%        98




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##### Table of Contents



FIS
    non-qualified deferred compensation plan
      2007Rate ofName of Fund

ReturnNationwide NVIT Money Market V


4.87
%PIMCO VIT Real Return Portfolio


10.66
%PIMCO VIT Total Return Portfolio


8.76
%LASSO Long and Short Strategic Opportunities


4.08
%T. Rowe Price Equity Income II Portfolio


3.03
%Dreyfus Stock Index


5.26
%Fidelity VIP II Contrafund Portfolio


17.51
%American Funds IS Growth


12.35
%Goldman Sachs VIT Mid Cap Value


3.20
%T. Rowe Price Mid Cap Growth II Portfolio


17.22
%Royce Capital Small Cap Portfolio


(2.14
)%Vanguard VIF Small Company Growth Portfolio


3.77
%AllianceBernstein VPS International Value Portfolio


5.84
%American Funds IS International


20.02
%   5-year
      
    Retirement.  A participant may modify the
    distribution schedule for a retirement distribution from a
    lump-sum to annual installments or vice versa, however, a
    modification to the form of payment requires 99




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##### Table of Contents



that the payment(s) commence at least five years after the
    participants retirement, and this election must be filed
    with the administrator at least 12 months prior to
    retirement.  
    In-service Distributions.  Participants
    may modify each in-service distribution date by extending it by
    at least five years; however, participants may not accelerate
    the in-service distribution date and this election must be filed
    with the administrator at least 12 months prior to the
    scheduled in-service distribution date.    Potential
    payments upon termination or change in control
        Potential
    payments under employment agreements in effect as of
    December 31, 2007
      
    any earned but unpaid base salary and any expense reimbursement
    payments owed and any earned but unpaid annual bonus payments
    relating to the prior year, which we refer to as accrued
    obligations;
    a prorated annual bonus;
    a lump-sum payment equal to 300% of the sum of the
    executives (1) annual base salary and (2) the
    highest annual bonus paid to the executive within the three
    years preceding his termination or, if higher, the target bonus
    opportunity in the year in which the termination of employment
    occurs; 100




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##### Table of Contents




    immediate vesting
    and/or
    payment of all equity awards; and
    continued receipt of life and health insurance benefits for a
    period of 3 years, reduced by comparable benefits he may
    receive from another employer.    
    any accrued obligations; and
    a prorated annual bonus based on (a) the target annual
    bonus opportunity in the year in which the termination occurs or
    the prior year if no target annual bonus opportunity has yet
    been determined and (b) the fraction of the year the
    executive was employed.      
    persistent failure to perform duties consistent with a
    commercially reasonable standard of care;
    willful neglect of duties;
    criminal or other illegal activities;
    material breach of the employment agreement; or
    impeding or failing to materially cooperate with an
    investigation authorized by FISs board.    
    an adverse change in the executives title, the assignment
    of duties materially inconsistent with the executives
    position of Executive Chairman, or a substantial diminution in
    authority;
    FISs material breach of any of FISs other
    obligations under the employment agreement;
    FIS giving notice of its intent not to extend the employment
    term any time during the 1 year period immediately
    following a change in control;
    following a change in control, the relocation of the
    executives primary place of employment; or
    FISs failure to obtain an assumption of the employment
    agreement by a successor.      
    an acquisition by an individual, entity or group of 50% or more
    of FISs voting power;
    a merger or consolidation in which FIS is not the surviving
    entity, unless FISs shareholders immediately before the
    transaction hold more than 50% of the combined voting power of
    the resulting corporation after the transaction;
    a reverse merger in which FIS is the surviving entity but in
    which more than 50% of the combined voting power is transferred
    to persons different from those holding the securities
    immediately before the merger;
    during any period of two consecutive years during the employment
    term, a change in the majority of FISs board, unless the
    changes are approved by 2/3 of the directors then in office;
    a sale, transfer or other disposition of FISs assets that
    have a total fair market value equal to or more than 1/3 of the
    total fair market value of all of FISs assets immediately
    before the sale, transfer or disposition, other than a sale,
    transfer or disposition to an entity (1) which immediately
    after the sale, 101




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##### Table of Contents



transfer or disposition owns 50% of FISs voting stock or
    (2) 50% of the voting stock of which is owned by FIS after
    the sale, transfer or disposition; or  
    FISs shareholders approve a plan or proposal for the
    complete liquidation or dissolution of FIS.      
    annual base salary through the last day of the term of the
    agreement and, for Mr. Swenson only, an amount equal to the
    prior years annual bonus if termination is for good reason
    or a prorated annual bonus if termination is by FIS without
    cause; and
    immediate vesting of options granted pursuant to the terms of
    the employment agreement.      
    failure to perform duties consistent with a commercially
    reasonable standard of care;
    willful neglect of duties;
    criminal or other illegal activities; or
    material breach of the employment agreement.    
    the consummation of a consolidation or merger of FIS other than
    a consolidation or merger of FIS in which its shareholders
    immediately prior to the merger hold more than 50% of the
    combined voting power of the surviving corporation after the
    merger;
    sale or other disposition of all or substantially all of
    FISs assets;
    FISs shareholders approve a plan or proposal for the
    complete liquidation or dissolution of FIS; or
    an acquisition by any person, entity or group of 30% or more of
    FISs voting power.        Excise
    tax gross-up
    payment
  gross-up gross-up
 102




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##### Table of Contents



W-2 gross-up
    
    severance benefits under Mr. Foleys agreement are
    conditioned upon the executives execution of a full
    release of FIS and related parties, thus limiting exposure to
    law suits from the executive;
    the executive is prohibited from competing or soliciting
    employees or customers during employment and for one year
    thereafter if the executives employment terminates for a
    reason that does not entitle him to severance payments and the
    termination is not due to FISs decision not to extend the
    employment agreement term; and
    the executive is prohibited during employment and at all times
    thereafter from sharing confidential information and trade
    secrets.    Potential
    payments under stock plans
      
    the accumulation by any person, entity or group of 20% or more
    of FISs combined voting power;
    consummation of a reorganization, merger or consolidation, which
    we refer to as a business combination of FIS,
    unless, immediately following such business combination,
    (i) the persons who were the beneficial owners of
    FISs voting stock immediately prior to the business
    combination beneficially own more than
    662/3%
    of FISs then outstanding shares, (ii) no person,
    entity or group beneficially owns 20% or more of the then
    outstanding shares of common stock of the entity resulting from
    that business combination, and (iii) at least a majority of
    the members of the board of directors of the entity resulting
    from the business combination were members of FISs
    incumbent board;
    a sale or other disposition of all or substantially all of
    FISs assets; or
    FISs shareholders approve a plan or proposal for the
    complete liquidation or dissolution of FIS. 103




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##### Table of Contents




    an acquisition by an individual, entity or group of 50% or more
    of FISs voting power;
    a merger in which FIS is not the surviving entity, unless
    FISs shareholders immediately prior to the merger hold
    more than 50% of the combined voting power of the resulting
    corporation after the merger;
    a reverse merger in which FIS is the surviving entity but in
    which more than 50% of the combined voting power is transferred
    to persons different from those holding the securities
    immediately prior to such merger;
    a sale or other disposition of all or substantially all of
    FISs assets; or
    FISs shareholders approve a plan or proposal for the
    liquidation or dissolution of FIS.  Mr. Carbieners
    potential death benefits under the FIS split dollar
    plan
    Estimated
    payments and benefits upon termination of
    employment
        Estimated
    equity values
   104




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##### Table of Contents



Compensation
    committee interlocks and insider participation
    Director
    compensation
  Historically.
  Going forward.
 105




---



##### Table of Contents



106




---



##### Table of Contents



SECURITY
    OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL HOLDERS      c/o Lender
  Share Beneficially OwnedNumber ofShares of


Number ofLPS


ExercisableCommon


LPS


PercentageName and Address of Beneficial Owner

Stock


Options(1)


of Class(2)Non-Employee Directors:Marshall Haines


0



4,576



*James K. Hunt


0



4,576



*Lee A. Kennedy


183,256
(3)


0



*Daniel D. (Ron) Lane


37,181



91,077



*Cary H. Thompson


2,014



40,565



*Named Executive Officers:William P. Foley, II


1,261,421
(4)


459,344



1.81
%Jeffrey S. Carbiener


45,482



364,592



*Francis K. Chan


7,774



44,865



*Daniel T. Scheuble


11,172



40,307



*Eric D. Swenson


17,677
(5)


67,625



*All directors and executive officers as a group


1,625,000



1,301,109



3.09
%Greater than 5% Stockholders:O.S.S. Capital Management LP Group(6)


5,063,599







5.34
%Glenview Capital Management, LLC(7)


7,269,756







7.67
%     *
    
    Represents less than 1% of class of common stock.(1)
    
    Represents shares subject to stock options that were exercisable
    on July 31, 2008, or become exercisable within 60 days
    of July 31, 2008.(2)
    
    Based on 94,810,490 shares of our common stock outstanding
    on July 31, 2008.(3)
    
    Included in this amount are 129 shares held by
    Mr. Kennedys children.(4)
    
    Included in this amount are 658,202 shares held by Folco
    Development Corporation, of which Mr. Foley and his spouse
    are the sole stockholders, and 155,611 shares held by the
    Foley Family Charitable Foundation.(5)
    
    Included in this amount are 2,229 shares held by
    Mr. Swensons spouse.(6)
    
    According to a Schedule 13G filed July 25, 2008,
    O.S.S. Capital Management LP and related persons, all of
    whose address is 598 Madison Avenue, New York, NY 10022, may be
    deemed to be the beneficial owner of 5,063,599 shares. Of
    such amount: (A) O.S.S. Capital Management LP
    beneficially owns 107




---



##### Table of Contents



4,943,599 shares; (B) Oscar S. Schafer &
    Partners I LP beneficially owns 181,936 shares;
    (C) Oscar S. Schafer & Partners II LP
    beneficially owns 2,231,540 shares;
    (D) O.S.S. Overseas Fund Ltd. beneficially owns
    2,495,736 shares; (E) O.S.S. Advisors LLC
    beneficially owns 2,413,476 shares; (F) Schafer
    Brothers LLC beneficially owns 4,943,599 shares;
    (G) Oscar S. Schafer beneficially owns
    4,943,599 shares; and (H) Andrew Goffe beneficially
    owns 5,063,599 shares.(7)
    
    According to a Schedule 13G filed July 14, 2008,
    Glenview Capital Management, LLC and Lawrence M. Robbins, whose
    address is 767 Fifth Avenue, 44th Floor, New York, NY
    10153, may be deemed to be the beneficial owner of
    7,269,756 shares. This amount consists of:
    (A) 200,643 shares held for the account of Glenview
    Capital Partners; (B) 3,508,660 shares held for the
    account of Glenview Capital Master Fund;
    (C) 1,394,641 shares held for the account of Glenview
    Institutional Partners; (D) 383,974 shares held for
    the account of GCM Little Arbor Master Fund;
    (E) 53,088 shares held for the account of GCM Little
    Arbor Institutional Partners; (F) 5,637 shares held
    for the account of GCM Little Arbor Partners;
    (G) 875,340 shares held for the account of Glenview
    Offshore Opportunity Master Fund; (H) 30,365 shares
    held for the account of GCM Opportunity Fund and
    (I) 817,408 shares held for the account of Glenview
    Capital Opportunity Fund. CERTAIN
    RELATIONSHIPS AND RELATED PARTY TRANSACTIONS  Certain
    Relationships with FIS and FNF
      Arrangements
    with FIS and FNF
   108




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##### Table of Contents



Arrangements
    with FIS
  Overview
    
    the contribution and distribution agreement;
    the tax disaffiliation agreement;
    the employee matters agreement;
    the corporate and transitional services agreements;
    the interchange use and cost sharing agreements for corporate
    aircraft;
    the lease agreement for office space for FIS in Jacksonville,
    Florida; and
    the third party customer services support agreements.  Contribution
    and Distribution Agreement
    Access to Information.
  Indemnification.
  
    The ownership or operation of the assets or properties, or the
    operations or conduct, of the business transferred to us in
    connection with the spin-off, including all employment
    agreements relating to employees transferred to us, whether
    arising before or after the contribution of the assets to us; 109




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##### Table of Contents




    Any guarantee, indemnification obligation, surety bond or other
    credit support arrangement by FIS or any of its affiliates for
    our benefit;
    Any untrue statement of, or omission to state, a material fact
    in FISs public filings to the extent it was a result of
    information that we furnished to FIS, if that statement or
    omission was made or occurred after the contribution of the
    assets to us; and
    Any untrue statement of, or omission to state, a material fact
    in any of our public filings, except to the extent the statement
    was made or omitted in reliance upon information about the FIS
    group provided to us by FIS or upon information contained in any
    FIS public filing.    
    The ownership or operation of the assets or properties, or the
    operations or conduct, of FIS or any of its subsidiaries and
    affiliates (other than us and our subsidiaries and the business
    transferred to us), whether arising before or after the date of
    the contribution of the assets by FIS;
    Any guarantee, indemnification obligation, surety bond or other
    credit support arrangement by us or any of our affiliates for
    the benefit of FIS;
    Any untrue statement of, or omission to state, a material fact
    in any of our public filings about the FIS group to the extent
    it was as a result of information that FIS furnished to us or
    which was contained in FISs public filings; and
    Any untrue statement of, or omission to state, a material fact
    in any FIS public filing, other than to the extent we are
    responsible as set forth above.    Cross License.
  Tax
    Disaffiliation Agreement
      
    FIS will file all FIS federal consolidated income tax returns,
    which will include our subsidiaries as members of the FIS group
    through the spin-off date. FIS will pay all the tax due on those
    returns, but we will indemnify FIS for the portion of the tax
    that is attributable to our income and that of our subsidiaries. 110




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##### Table of Contents




    FIS will share responsibility with us for filing and paying tax
    on combined state returns that include both our companies and
    FIS group companies. We will file the return and pay the tax
    when one of our subsidiaries has the responsibility under
    applicable law for filing such return. FIS will indemnify us
    with respect to any state income tax paid by us or any member of
    our group that is attributable to the income of FIS or its
    subsidiaries. FIS will file the return and to pay the tax for
    all other combined returns. We will indemnify FIS for any state
    income taxes paid by FIS but attributable to our income or that
    of our subsidiaries.
    We will indemnify FIS for all taxes and associated adverse
    consequences FIS incurs (including shareholder suits) associated
    with the spin-off, the preliminary restructuring transactions
    effected prior to the spin-off, or the debt-for-debt exchange if
    FIS liability for taxes and adverse consequences arising
    from the imposition of taxes is the result of a breach or
    inaccuracy of any representation or covenant of any member of
    our group or is a result of any action taken by any member of
    our group.
    FIS will indemnify us for all taxes and associated adverse
    consequences we incur (including shareholder suits) associated
    with the spin-off, the preliminary restructuring transactions
    effected prior to the spin-off, or the debt-for-debt exchange if
    our liability for taxes and adverse consequences arising from
    the imposition of taxes is the result of a breach or inaccuracy
    of any representation or covenant of any member of the FIS group
    or is a result of any action taken by any member of the FIS
    group.
    There are limitations on each groups ability to amend tax
    returns if amendment would increase the tax liability of the
    other group.  Restrictions on Stock Acquisitions and Redemptions of
    Debt.
  Employee
    Matters Agreement
    Corporate
    and Transitional Services Agreements
   111




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##### Table of Contents



Interchange
    Use and Cost Sharing Agreements for Corporate
    Aircraft
    Lease
    Agreement
    Third
    Party Customer Services Support Agreements
   112




---



##### Table of Contents



Arrangements
    with FNF
  Overview
    
    the corporate and transitional services agreement;
    the master information technology and application development
    services agreement;
    the interchange use and cost sharing agreements for corporate
    aircraft;
    the real estate management, lease and sublease agreements;
    the eLender services agreement;
    the software license agreement;
    the issuing agency agreements;
    the tax services agreements; and
    the real estate data and support services agreements.  Corporate
    and Transitional Services Agreement
    Master
    Information Technology and Application Development Services
    Agreement
     113




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##### Table of Contents



Interchange
    Use and Cost Sharing Agreements for Corporate
    Aircraft
    Real
    Estate Management Services and Lease and Sublease
    Agreements
    Property Management for FNF.
  Lease and Sublease at Jacksonville Headquarters
    Campus.
 114




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eLender
    Services Agreement
    Software
    License Agreement
    Issuing
    Agency Agreements
    Tax
    Services Agreements
    Real
    Estate Data and Support Services Agreements
    Real Estate Data Services.
 115




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##### Table of Contents



Flood Zone Determination Agreements.
  Title Plant Access and Title Production
    Services.
  Investment
    by FNF in FNRES Holdings, Inc.
    Other
    Related Person Transactions and Relationships
  his/her
  
    Our directors and officers may not have any financial interest
    (other than as a minor stockholder of a publicly traded
    company), either directly or indirectly, in any of our
    suppliers, contractors, customers or competitors, or in any
    business transaction involving us, without the prior written
    approval of our compliance officer.
    Our directors and officers may not engage in any business
    transaction on our behalf with a relative by blood or marriage,
    or with a firm of which that relative is a principal, officer or
    representative, without the prior written approval of our
    compliance officer or another appropriate LPS officer.
    Our directors and officers may not use LPS property or services
    for their personal benefit unless (i) use of that property
    and those services has been approved for general employee or
    public use, or (ii) he or she has obtained our prior
    approval. Our directors and officers are also expressly
    prohibited from selling, lending, giving away or otherwise
    disposing of LPS property, regardless of condition or value,
    without proper authorization. 116




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
    Our directors and officers are prohibited from (a) taking
    for themselves personally business opportunities that conflict
    with our interests that are discovered through the use of LPS
    property, information or position; (b) using LPS property,
    information, or position for personal gain; and
    (c) competing with us; provided, that this does not
    limit their services to FIS or FNF or any actions permitted
    under our certificate of incorporation.   DESCRIPTION
    OF NOTES   Certain definitions.
      Where you can find additional
    information.
 117




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##### Table of Contents



Basic
    terms of new notes
    
    are unsecured unsubordinated obligations of the Company, ranking
    equally in right of payment with all existing and future
    unsubordinated obligations of the Company and senior in right of
    payment to any subordinated Debt of the Company;
    will be unconditionally guaranteed by the Guarantors, which
    guaranties shall in each case be a senior unsecured obligation
    of the Guarantors and senior in right of payment to any
    subordinated Debt of the Guarantors;
    are issued in an original aggregate principal amount of
    $375,000,000;


    mature on July 1, 2016; and
    bear interest commencing July 2, 2008 at 8.125%, payable
    semiannually on each January 1 and July 1, commencing on
    January 1, 2009, to holders of record on the June 15 or
    December 15 immediately preceding the interest payment date.      360-day 30-day
  Additional
    new notes
    Optional
    redemption
       118




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Year

Percentage2011


106.094
%2012


104.063
%2013


102.031
%2014 and thereafter


100.000
%   provided
        No
    mandatory redemption or sinking fund
    Guaranties
    and/or and/or
 119




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Defeasance and discharge
    Registration
    rights
      90-day
   120




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##### Table of Contents



Ranking
   Certain covenants Limitation on debt and disqualified or preferred
    stock.
  Certain
    covenants
    Suspension
    of certain covenants when notes rated investment grade
  During any period of time that:
   Limitation on debt and disqualified or
    preferred stock
   Limitation on restricted
    payments
   Limitation on dividend and other
    payment restrictions affecting restricted subsidiaries
   Limitation on asset sales
   Limitation on transactions with
    affiliates
 121




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 Consolidation, merger or sale of
    assets  Consolidation, merger or sale of assets by
    the Company; No lease of all or substantially all
    assets.
    Limitation on asset
    sales
    Limitation on debt and
    disqualified or preferred stock   Limitation on debt and disqualified or
    preferred stock  
    Limitation on debt and disqualified or preferred
    stock.   Limitation on restricted
    payments   Limitation on restricted
    payments   Limitation on
    restricted payments.
  Limitation
    on debt and disqualified or preferred stock.
        provided
    provided  
    Certain covenants  Limitation on asset
    sales provided
   122




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provided
                    provided
   123




---



##### Table of Contents



2000-37)
    provided
   124




---



##### Table of Contents



Limitation
    on restricted payments.
    
    declare or pay any dividend or make any distribution on its
    Equity Interests (other than dividends or distributions paid in
    the Companys Qualified Equity Interests) held by Persons
    other than the Company or any of its Restricted Subsidiaries;
    purchase, redeem or otherwise acquire or retire for value any
    Equity Interests of the Company or any Restricted Subsidiary
    held by Persons other than the Company or any of its Restricted
    Subsidiaries;
    repay, redeem, repurchase, defease or otherwise acquire or
    retire for value, or make any payment on or with respect to, any
    Subordinated Debt except a payment of interest or principal at
    Stated Maturity (other than (x) Debt of the Company owing
    to and held by any Guarantor or Debt of a Guarantor owing to and
    held by the Company or any other Guarantor permitted under
    clause (2) of the second paragraph of the covenant
     Limitation on debt and disqualified and
    preferred stock or (y) a purchase, repurchase,
    redemption, defeasance or other acquisition or retirement for
    value in anticipation of satisfying a sinking fund obligation,
    principal installment or final maturity, in each case due within
    one year of the date of such acquisition or retirement); or
    make any Investment other than a Permitted Investment;        Certain
    covenants  Limitation on debt and disqualified or
    preferred stock
       125




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126




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##### Table of Contents



provided
   Certain
    covenants  Limitation on debt and disqualified or
    preferred stock
   Certain covenants  Repurchase of
    notes upon a change of control  Certain covenants 
    Limitation on asset sales, provided
              provided
    Limitation
    on liens.
   127




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Limitation
    on sale and leaseback transactions.
     Certain covenants  Limitation on debt
    and disqualified or preferred stock
   Certain
    covenants  Limitation on liens
    Limitation
    on dividend and other payment restrictions affecting restricted
    subsidiaries.
              provided
   128




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provided
     Certain covenants  Limitation on
    asset sales
    provided
      Guaranties
    by restricted subsidiaries.
   129




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Repurchase
    of notes upon a change of control.
          Rule 14e-1
        Risk Factors  We may be
    unable to make a change of control offer required by the
    indenture
 130




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##### Table of Contents



governing the new notes which would cause defaults under the
    indenture governing the new notes and our new credit
    facilities.
       Amendments and
    waivers.
  Limitation
    on asset sales.
              provided 360-day
 131




---



##### Table of Contents



provided
      pari passu
    Limitation
    on transactions with affiliates.
             Certain
    covenants  Limitation on restricted
    payments
   132




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Designation
    of restricted and unrestricted subsidiaries.
       Limitation on restricted
    payments
 133




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 Limitation on debt and disqualified or preferred
    stock  Limitation on restricted
    payments
   Limitation on
    transactions with shareholders and affiliates
  
    Limitation on debt and disqualified or preferred stock  Limitation on restricted payments
                       Limitation on debt and disqualified or preferred
    stock  Limitation
    on asset sales
     Guaranties of restricted
    subsidiaries
     134




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Financial
    reports.
  Rule 12b-25
  Forms 10-Q 10-K
  Form 8-K
  provided, however
        and/or Regulation S-X
  Reports
    to trustee.
       135




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Consolidation,
    merger or sale of assets
    Consolidation,
    merger or sale of assets by the Company; No lease of all or
    substantially all assets.
    
    consolidate with or merge with or into any Person, or
    sell, convey, transfer, or otherwise dispose of all or
    substantially all of its assets as an entirety or substantially
    an entirety, in one transaction or a series of related
    transactions, to any Person or
    permit any Person to merge with or into the Company    provided
    
    Certain covenants  Limitation on debt and
    disqualified or preferred stock
    provided
      Consolidation,
    merger or sale of assets by a Guarantor.
    
    consolidate with or merge with or into any Person, or
    sell, convey, transfer or dispose of, all or substantially all
    its assets as an entirety or substantially as an entirety, in
    one transaction or a series of related transactions, to any
    Person, or 136




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
    permit any Person to merge with or into the Guarantor            Default
    and remedies
  Events of
    default.
         Certain
    covenants  Repurchase of notes upon a change of
    control  Certain
    covenants  Limitation on asset sales  Consolidation, merger, lease or sale of
    assets
         137




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Consequences
    of an event of default.
           Consequences of an event of
    default  Amendments and
    waivers  Amendments with consent of
    holders,
         138




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60-day
    provided
  No
    liability of directors, officers, employees, incorporators,
    members and stockholders
    Amendments
    and waivers
  Amendments
    without consent of holders.
       Certain
    covenants  Consolidation, merger, lease and sale of
    assets
      provided
         139




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Amendments
    with consent of holders.
  and/or
                        Defeasance
    and discharge
       140




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
    Consolidation, merger, lease or sale of assets  Default and
    remedies  Events of default
      Concerning
    the trustee
      provided
  Form,
    denomination and registration of notes
  40-day
   141




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Global
    notes
          Certificated
    notes
    Same day
    settlement and payment
    Same-Day
 142




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##### Table of Contents



Governing
    law
    Certain
    definitions
  Acquired Debt provided,
    however
  Affiliate
  Applicable Premium
      Asset Sale provided
         Consolidation,
    merger, lease or sale of assets
 143




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
    Certain covenants  Limitation on restricted
    payments
  provided that
   Certain covenants 
    Limitation on debt and disqualified or preferred stock
                          Attributable Debt
  Average Life
 144




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##### Table of Contents



Business Day
  Capital Lease
  Capital Stock
          Cash Equivalents
      A-2 P-2
  A-2 P-2
    A-1 P-1 A-2 P-2
       145




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##### Table of Contents



Cash Management Practices
  Change of Control
    Rules 13d-3
      Common Stock
  Consolidated Net Income provided
  non-Guarantor
     146




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Credit Agreement
  Credit Facilities
  Debt
         147




---



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 Certain covenants  Limitation on debt
    and disqualified or preferred stock
  Default
  Disqualified Equity Interests
      provided
      Disqualified Stock
  Domestic Restricted Subsidiary
 148




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EBITDA
            provided
           Certain
    covenants  Limitation on restricted
    payments
          Equity Interests
  Equity Offering Form S-4 S-8
  Exchange Companies
  FIS
 149




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##### Table of Contents



Fixed Charge Coverage Ratio
        Incurrence of Debt:
  Discharge of Debt.
  Sales.
      Purchases.
 150




---



##### Table of Contents



Adjustments for Acquired
    Person.
  Regulation S-X
  Fixed Charges
          Foreign Restricted Subsidiary
  GAAP
  Guarantee provided
 151




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Guarantor  Consolidation, merger, lease and sale of
    assets
  Hedging Agreement
  Incur  Certain covenants 
    Limitation on debt and disqualified or preferred
    stock  Certain
    covenants  Limitation on asset sales
  Interest Expense provided that
  Investment
           152




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Investment Grade Rating
  Issue Date
  Joint Venture
  Lien
  Material Subsidiary
  Moodys
  Net Cash Proceeds
          Non-Recourse Debt
  Note Guaranty means the guaranty of the notes by
    a Guarantor pursuant to the indenture.
  Obligations
 153




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Permitted Business
  Permitted Investments
             Certain covenants  Limitation on
    asset sales
            
    Certain covenants  Limitation on restricted
    payments
         154




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provided
    provided
      Permitted Liens
  provided that 
    Certain covenants  Limitation on debt and
    disqualified or preferred stock 
    Certain covenants  Limitation on debt and
    disqualified or preferred stock
         155




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 Certain
    covenants  Limitation on debt and disqualified or
    preferred stock
  Section 4-210
       156




---



##### Table of Contents



provided that  Certain covenants 
    Limitation on debt and disqualified or preferred stock  Certain covenants 
    Limitation on sale and leaseback transaction;
   Certain covenants 
    Limitation on asset sales
     Certain
    covenants  Limitation on debt and disqualified or
    preferred stock
            Person
  Preferred Stock
  Qualified Equity Interests
  Qualified Stock
 157




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Rating Agency
  Restricted Subsidiary
  S&P
  Sale and Leaseback Transaction
  SEC
  Securitization Assets
  Securitization Financing
  Securitization Vehicle
  Spin-Off
  Spin-Off Agreements
  Stated Maturity
  Subordinated Debt
  Subsidiary
  Swap Contract
 158




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##### Table of Contents



Total Assets
  Treasury Rate provided
  U.S. Government Obligations provided
  Unrestricted Subsidiary  Certain covenants  Designation
    of restricted and unrestricted subsidiaries
  Voting Stock
  Wholly Owned
 CERTAIN
    U.S. FEDERAL TAX CONSIDERATIONS      
    insurance companies;
    dealers or traders in securities or currencies;
    tax-exempt organizations;
    financial institutions; 159




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
    mutual funds and real estate investment trusts;
    qualified retirement plans;
    partnerships, other entities treated as partnerships for federal
    income tax purposes, or other pass-through entities for United
    States federal income tax purposes and investors in these
    entities;
    holders who hold their notes as a hedge, straddle, or
    appreciated financial position;
    holders who are subject to the alternative minimum tax; or
    holders whose functional currency is other than the United
    States dollar.        NON-UNITED
  Tax
    Consequences to United States Holders
    
    an individual who is a citizen or a resident of the United
    States;
    a corporation, or other entity taxable as a corporation for
    United States federal income tax purposes, created or organized
    in the United States or under the laws of the United States or
    any state thereof or the District of Columbia;
    an estate, the income of which is subject to United States
    federal income taxation regardless of its source; or
    a trust, if a court within the United States is able to exercise
    primary supervision over its administration and one or more
    United States persons have the authority to control all of its
    substantial decisions.  Classification
    of Notes
   160




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##### Table of Contents



Taxation
    of Interest
    Sale,
    Exchange, or Retirement of the Notes
      Market
    Discount
  de minimis
     161




---



##### Table of Contents



Amortizable
    Bond Premium
        Tax
    Consequences to
    non-United
    States Holders
  non-United
  Taxation
    of Sale, Exchange or Redemption
  non-United non-United
  Taxation
    of Interest
  non-United
  
    the
    non-United
    States Holder does not actually or constructively own 10% or
    more of the total combined voting power of all classes of our
    shares;
    the
    non-United
    States Holder is not a controlled foreign corporation that is
    actually or constructively related to us;
    the
    non-United
    States Holder is not a bank receiving interest described in
    section 881(c)(3)(A) of the Code; and either:  
    the beneficial owner of the note certifies to the applicable
    payor or its agent, under penalties of perjury, that it is not a
    United States person and provides its name and address on IRS
    Form W-8BEN,
    or a suitable substitute, form;
    a financial institution (including a securities clearing
    organization, bank or other financial institution that holds
    customers securities in the ordinary course of its trade
    or business) holds the note and certifies under penalties of
    perjury that it has received a
    Form W-8BEN
    (or a suitable substitute 162




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##### Table of Contents



form) either from the beneficial owner or from a financial
    institution between it and the beneficial owner and furnishes
    the payor with a copy thereof; or  
    the United States payor otherwise possesses documentation upon
    which it may rely to treat the payment as made to a
    non-United
    States person, in accordance with Treasury Regulations.  Income
    Effectively Connected with United States Trade or
    Business
  non-United non-United Form W-8ECI,
  Backup
    Withholding and Information Reporting
  United
    States Holders
    Non-United
    States Holders
  Non-United non-United
 CERTAIN
    ERISA CONSIDERATIONS     163




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##### Table of Contents



91-38 PTCE 84-14 PTCE 95-60 PTCE 90-1 PTCE 96-23
  non-U.S. plans,
  non-U.S. plan non-U.S. plan,
  John
    Hancock Mutual Life Insurance Co. v. Harris Trust and
    Savings Bank PTCE 95-60.
     164




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PLAN OF
    DISTRIBUTION        Exxon
    Capital Holdings Corporation Morgan Stanley & Co. Incorporated K-III Communications Corporation Shearman & Sterling
  
    such new notes are acquired in the ordinary course of business;
    at the time of the commencement of the exchange offer, such
    holder has no arrangement or understanding with any person to
    participate in a distribution of such new notes; and
    such holder is not engaged in, and does not intend to engage in,
    a distribution of such new notes.   165




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LEGAL
    MATTERS   INDEPENDENT
    REGISTERED PUBLIC ACCOUNTING FIRM  Accounting for Uncertainty in
    Income Taxes.
 WHERE YOU
    CAN FIND ADDITIONAL INFORMATION  Form S-4,
  http://www.sec.gov. 1-800-SEC-0330.
     (904) 854-5100
  166




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INDEX TO
    CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS OF



LENDER PROCESSING SERVICES, INC.  PageReport of KPMG LLP, Independent Registered Public Accounting Firm


F-2Financial Statements:Combined Balance Sheets as of December 31, 2007 and 2006


F-3Combined Statements of Earnings for the years ended
    December 31, 2007, 2006 and 2005


F-4Combined Statements of Parents Equity for the years ended
    December 31, 2007, 2006 and 2005


F-5Combined Statements of Cash Flows for the years ended
    December 31, 2007, 2006 and 2005


F-6Notes to the Combined Financial Statements for the years ended
    December 31, 2007, 2006 and 2005


F-7Unaudited Consolidated and Combined Balance Sheets as of
    June 30, 2008 and December 31, 2007


F-30Unaudited Consolidated and Combined Statements of Earnings for
    the three months ended June 30, 2008 and 2007


F-31Unaudited Consolidated and Combined Statements of Cash Flows for
    the three months ended June 30, 2008 and 2007


F-34Notes to the Unaudited Consolidated and Combined Financial
    Statements for the three months ended June 30, 2008 and 2007


F-35  F-1




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##### Table of Contents



Report of
    independent registered public accounting firm           Accounting for Uncertainty in Income Taxes
  KPMG
    LLP
   
 F-2




---



##### Table of Contents



Lender
    Processing Services, Inc.
 and Affiliates
  Combined Balance Sheets
  December 31, 2007 and 2006

2007


2006(In thousands)ASSETSCurrent assets:Cash and cash equivalents

$
39,566


$
47,783Trade receivables, net of allowance for doubtful accounts of
    $20.3 million and $13.1 million, respectively, at
    December 31, 2007 and 2006


286,236



185,588Other receivables


7,971



36,276Prepaid expenses and other current assets


33,323



30,255Deferred income taxes


40,440



55,203Total current assets


407,536



355,105Property and equipment, net of accumulated depreciation of
    $126.1 million and $164.4 million, respectively, at
    December 31, 2007 and 2006


95,620



101,962Goodwill


1,078,154



1,045,781Intangible assets, net of accumulated amortization of
    $239.0 million and $199.2 million, respectively, at
    December 31, 2007 and 2006


118,129



152,829Computer software, net of accumulated amortization of
    $73.9 million and $94.6 million, respectively, at
    December 31, 2007 and 2006


150,372



127,080Other non-current assets


112,232



97,043Total assets

$
1,962,043


$
1,879,800LIABILITIES AND PARENTS EQUITYCurrent liabilities:Trade accounts payable

$
19,499


$
18,164Accrued salaries and benefits


22,908



39,916Recording and transfer tax liabilities


10,657



5,976Other accrued liabilities


57,053



40,388Deferred revenues


58,076



94,697Total current liabilities


168,193



199,141Deferred revenues


23,146



14,563Deferred income taxes


55,196



56,908Other long-term liabilities


34,419



22,626Total liabilities


280,954



293,238Minority interest


10,050



9,031Total parents equity


1,671,039



1,577,531Total liabilities and parents equity

$
1,962,043


$
1,879,800    F-3




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##### Table of Contents



Lender
    Processing Services, Inc.
 and Affiliates
  Combined Statements of Earnings
  Years Ended December 31, 2007, 2006 and 2005

2007


2006


2005(In thousands, except per share amounts)Processing and services revenues, including $211.3 million,
    $136.4 million, and $106.0 million of revenues from
    related parties for the years ended December 31, 2007, 2006
    and 2005, respectively

$
1,690,568


$
1,484,977


$
1,382,479Cost of revenues, including related party reimbursements of
    $6.4 million, $9.3 million, and $7.8 million for
    the years ended December 31, 2007, 2006, and 2005,
    respectively


1,058,647



900,145



804,488Gross profit


631,921



584,832



577,991Selling, general, and administrative expenses, including related
    party expenses of $35.7 million, $51.8 million and
    $54.9 million for the years ended December 31, 2007,
    2006 and 2005, respectively


207,859



257,312



260,066Operating income


424,062



327,520



317,925Other income (expense):Interest income


1,690



2,606



4,124Interest expense


(146
)


(298
)


(270
)Other income (expense), net






(106
)


(1,238
)Total other income (expense)


1,544



2,202



2,616Earnings before income taxes, equity in loss of unconsolidated
    entity and minority interest


425,606



329,722



320,541Provision for income taxes


164,734



127,984



124,160Earnings before equity in loss of unconsolidated entity and
    minority interest,


260,872



201,738



196,381Equity in loss of unconsolidated affiliate


(3,048
)






Minority interest


(1,019
)


(683
)


(676
)Net earnings

$
256,805


$
201,055


$
195,705Unaudited pro forma net earnings per share  basic

$
2.64Unaudited pro forma weighted average shares
    outstanding  basic


97,335Unaudited pro forma net earnings per share  diluted

$
2.63Unaudited pro forma weighted average shares
    outstanding  diluted


97,697    F-4




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##### Table of Contents



Lender
    Processing Services, Inc.
 and Affiliates
  Combined Statements of Parents Equity
  Years Ended December 31, 2007, 2006 and 2005(In thousands)Balance, December 31, 2004

$
1,262,972Net earnings


195,705Net distribution to parent


(187,738
)Balance, December 31, 2005

$
1,270,939Net earnings


201,055Contribution of goodwill (Note 6)


353,768Net distribution to parent


(248,231
)Balance, December 31, 2006

$
1,577,531Net earnings


256,805Net distribution to parent


(163,297
)Balance, December 31, 2007

$
1,671,039    F-5




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##### Table of Contents



Lender
    Processing Services, Inc.
    and Affiliates
 Combined
    Statements of Cash Flows  Years Ended December 31, 2007, 2006 and 2005

2007


2006


2005(In thousands)Cash flows from operating activities:Net earnings

$
256,805


$
201,055


$
195,705Adjustment to reconcile net earnings to net cash provided by
    operating activities:Depreciation and amortization


102,607



111,858



112,648Deferred income taxes


12,840



12,123



52Stock-based compensation


14,057



24,103



11,007Equity in loss of unconsolidated entities


3,048







Minority interest


1,019



683



676Changes in assets and liabilities, net of effects from
    acquisitions:Net (increase) decrease in trade receivables


(99,234
)


1,734



(16,444
)Net decrease (increase) in other receivables


28,325



10,359



(31,597
)Net increase in prepaid expenses and other assets


(23,135
)


(2,032
)


(39,619
)Net (decrease) increase in deferred revenues


(29,946
)


(26,784
)


8,725Net increase in accounts payable, accrued liabilities, and other
    liabilities


16,608



8,851



31,639Net cash provided by operating activities


282,994



341,950



272,792Cash flows from investing activities:Additions to property and equipment


(20,754
)


(24,156
)


(33,514
)Additions to capitalized software


(49,798
)


(46,092
)


(58,944
)Acquisitions, net of cash acquired


(37,305
)


(11,341
)


(5,926
)Net cash used in investing activities


(107,857
)


(81,589
)


(98,384
)Cash flows from financing activities:Net distribution to Parent


(183,354
)


(272,334
)


(198,745
)Net cash used in financing activities


(183,354
)


(272,334
)


(198,745
)Net decrease in cash and cash equivalents


(8,217
)


(11,973
)


(24,337
)Cash and cash equivalents, beginning of year


47,783



59,756



84,093Cash and cash equivalents, end of year

$
39,566


$
47,783


$
59,756Non-cash contributions of goodwill by Parent

$



$
353,768


$
Non-cash contribution relating to stock compensation

$
14,057


$
24,103


$
11,007Non-cash contribution for Espiel acquisition

$
6,000


$



$
     F-6




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##### Table of Contents



Lender
    Processing Services, Inc.
    and AffiliatesNotes to combined financial statements
    Years Ended December 31, 2007, 2006 and 2005
  The information included in these combined financial
    statements of Lender Processing Services, Inc., includes the
    assets, liabilities and operations of the lender processing
    businesses contributed to LPS by FIS in the spin-off completed
    on July 2, 2008.
  Except as otherwise indicated or unless the context otherwise
    requires, all references to LPS, we, the
    Company, or the registrant are to Lender
    Processing Services, Inc., a Delaware corporation that was
    incorporated in December 2007 as a wholly-owned subsidiary of
    FIS, and its affiliates; all references to FIS, the
    former parent, or the holding company
    are to Fidelity National Information Services, Inc., a Georgia
    corporation formerly known as Certegy Inc., and its
    subsidiaries, that owned all of LPSs shares until
    July 2, 2008; all references to former FIS are
    to Fidelity National Information Services, Inc., a Delaware
    corporation, and its subsidiaries, prior to the Certegy merger
    described below; all references to old FNF are to
    Fidelity National Financial, Inc., a Delaware corporation that
    owned a majority of FISs shares through November 9,
    2006; and all references to FNF are to Fidelity
    National Financial, Inc. (formerly known as Fidelity National
    Title Group, Inc.), formerly a subsidiary of old FNF but
    now a stand-alone company that remains a related entity from an
    accounting perspective.
  (1)
    Description
    of business    The
    spin-off transaction
      Reporting
    segments
    
    our mortgage processing services, which we conduct using our
    market-leading mortgage servicing platform, or MSP, and our team
    of experienced support personnel based primarily at our
    Jacksonville, Florida data center; F-7




---



##### Table of Contents



Lender
    Processing Services, Inc.
    and Affiliates
    Notes to combined financial
    statements  (Continued)
   
    our Desktop application, a workflow system that assists our
    customers in managing business processes, which today is
    primarily used in connection with mortgage loan default
    management but which has broader applications;
    our other software and related service offerings, including our
    mortgage origination software, our real estate closing and title
    insurance production software and our middleware application
    which provides collaborative network connectivity among mortgage
    industry participants; and
    our data and analytics businesses, the most significant of which
    are our alternative property valuations business, which provides
    a range of types of valuations other than traditional
    appraisals, our property records business and our advanced
    analytic services, which assist our customers in their loan
    marketing or loss mitigation efforts.    
    settlement services, which consist of title agency services, in
    which we act as an agent for title insurers, and closing
    services, in which we assist in the closing of real estate
    transactions;
    appraisal services, which consist of traditional appraisal and
    appraisal management services; and
    other origination services, which consist of real estate tax
    services, which provide lenders with information about the tax
    status of a property, flood zone information, which assists
    lenders in determining whether a property is in a federally
    designated flood zone, and qualified exchange intermediary
    services for customers who seek to engage in qualified exchanges
    under Section 1031 of the Internal Revenue Code.    
    foreclosure services, including access to a nationwide network
    of independent attorneys, document preparation and recording and
    other services;
    property inspection and preservation services, designed to
    preserve the value of properties securing defaulted
    loans; and
    asset management services, providing disposition services for
    our customers real estate owned properties through a
    network of independent real estate brokers, attorneys and other
    vendors to facilitate the transaction.    (2)
    Significant
    accounting policies    (a)
    Principles
    of combination and basis of presentation   F-8




---



##### Table of Contents



Lender
    Processing Services, Inc.
    and Affiliates
    Notes to combined financial
    statements  (Continued)
        2007


2006


2005Distribution of cash collections

$
1,561,388


$
1,459,927


$
1,374,760Contribution of cash disbursements:Payroll


(519,548
)


(492,474
)


(437,080
)Other cost of revenues


(576,679
)


(475,619
)


(474,704
)Current provision for income taxes


(151,894
)


(115,861
)


(124,108
)Additions to property, plant and equipment


(20,754
)


(24,156
)


(33,514
)Additions to capitalized software


(49,798
)


(46,092
)


(58,944
)Acquisitions, net of cash acquired


(37,305
)


(11,341
)


(5,926
)FIS corporate allocations


(22,056
)


(22,050
)


(41,739
)(1,378,034
)


(1,187,593
)


(1,176,015
)Net cash distributions to parent


183,354



272,334



198,745Non-cash contribution relating to stock compensation


(14,057
)


(24,103
)


(11,007
)Non-cash contribution for Espiel acquisition


(6,000
)






Net distribution to Parent

$
163,297


$
248,231


$
187,738        F-9




---



##### Table of Contents



Lender
    Processing Services, Inc.
    and Affiliates
    Notes to combined financial
    statements  (Continued)
  mark-up
  (b)
    Reclassifications    (c)
    Cash
    and cash equivalents    (d)
    Fair
    value of financial instruments   F-10




---



##### Table of Contents



Lender
    Processing Services, Inc.
    and Affiliates
    Notes to combined financial
    statements  (Continued)
  (e)
    Trade
    receivables, net    December 31,


December 31,2007


2006Trade receivables  billed

$
298,422


$
192,976Trade receivables  unbilled


8,144



5,679Total trade receivables


306,566



198,655Allowance for doubtful accounts


(20,330
)


(13,067
)Total trade receivables, net

$
286,236


$
185,588     Allowance for doubtful accounts as of December 31, 2005

$
(11,739
)Bad debt expense


(8,588
)Write offs


7,260Allowance for doubtful accounts as of December 31, 2006

$
(13,067
)Bad debt expense


(11,353
)Write offs


4,090Allowance for doubtful accounts as of December 31, 2007

$
(20,330
)   (f)
    Other
    receivables    (g)
    Goodwill    (h)
    Long-lived
    assets   F-11




---



##### Table of Contents



Lender
    Processing Services, Inc.
    and Affiliates
    Notes to combined financial
    statements  (Continued)
  (i)
    Intangible
    assets    (j)
    Computer
    software    No. 98-1, (SOP 98-1). SOP No. 98-1 SOP No. 98-1 SOP No. 98-1
  (k)
    Deferred
    contract costs     F-12




---



##### Table of Contents



Lender
    Processing Services, Inc.
    and Affiliates
    Notes to combined financial
    statements  (Continued)
    (l)
    Property
    and equipment    (m)
    Income
    taxes    (n)
    Revenue
    recognition       F-13




---



##### Table of Contents



Lender
    Processing Services, Inc.
    and Affiliates
    Notes to combined financial
    statements  (Continued)
    No. 00-21 (EITF 00-21), EITF 00-21
  SOP 97-2 (SOP 97-2), SOP 98-9 SOP No. 97-2, (SOP 98-9)
  SOP No. 97-2 SOP No. 98-9. SOP No. 97-2,
  SOP No. 97-2
   F-14




---



##### Table of Contents



Lender
    Processing Services, Inc.
    and Affiliates
    Notes to combined financial
    statements  (Continued)
    (o)
    Cost
    of revenue and selling, general and administrative
    costs      (p)
    Stock-based
    compensation plans       F-15




---



##### Table of Contents



Lender
    Processing Services, Inc.
    and Affiliates
    Notes to combined financial
    statements  (Continued)
  (q)
    Deferred
    compensation plan      (r)
    Management
    estimates    (s)
    Unaudited
    pro forma net earnings per share    2007Net earnings

$
256,805Pro forma weighted average shares outstanding  basic


97,335Plus: Pro forma common stock equivalent shares assumed from
    conversion of options


362Pro forma weighted average shares outstanding  diluted


97,697Pro forma net earnings per share-basic

$
2.64Pro forma net earnings per share-diluted

$
2.63   (t)
    Recent
    accounting pronouncements   F-16




---



##### Table of Contents



Lender
    Processing Services, Inc.
    and Affiliates
    Notes to combined financial
    statements  (Continued)
      The
    Fair Value Option for Financial Assets and Financial Liabilities
  FSP 157-2
  (3)
    Transactions
    with related parties    
    Agreements to provide software development and
    services.  These agreements govern the fee
    structure under which we are paid for providing software
    development and services to FNF which consist of developing
    software for use in the title operations of FNF. F-17




---



##### Table of Contents



Lender
    Processing Services, Inc.
    and Affiliates
    Notes to combined financial
    statements  (Continued)
   
    Arrangements to provide other data
    services.  Under these arrangements we are paid
    for providing other data services to FNF, which consist
    primarily of data services required by the title insurance
    operations.
    Allocation by FIS of corporate services.  FIS
    currently provides general management, accounting, treasury,
    tax, finance, payroll, human resources, employee benefits,
    internal audit, mergers and acquisitions, and other corporate
    and administrative support to us. The amounts included in these
    financials statements for these services have been allocated by
    management and management believes the methods used to allocate
    these amounts are reasonable.
    Licensing, leasing, cost sharing and other
    agreements.  These agreements provide for the
    reimbursement of certain amounts from FNF and FIS related to
    various miscellaneous leasing and cost sharing agreements, as
    well as the payment of certain amounts by us to FNF or its
    subsidiaries in connection with our use of certain intellectual
    property or other assets of or services by FNF.
    Agreements to provide title agency
    services.  These agreements allow us to provide
    services to existing customers through loan facilitation
    transactions, primarily with large national lenders. The
    arrangement involves providing title agency services which
    result in the issuance of title policies on behalf of title
    insurance underwriters owned by FNF and its subsidiaries.
    Subject to certain early termination provisions for cause, each
    of these agreements may be terminated upon five years
    prior written notice, which notice may not be given until after
    the fifth anniversary of the effective date of each agreement,
    which ranges from July 2004 through September 2006 (thus
    effectively resulting in a minimum ten year term and a rolling
    one-year term thereafter). Under this agreement, we earn
    commissions which, in aggregate, are equal to approximately 89%
    of the total title premium from title policies that we place
    with subsidiaries of FNF. We also perform similar functions in
    connection with trustee sale guarantees, a form of title
    insurance that subsidiaries of FNF issue as part of the
    foreclosure process on a defaulted loan.    2007


2006


2005Title agency commissions

$
132.2


$
83.9


$
80.9Software development revenue


59.5



32.7



7.7Other data services


19.6



19.8



17.4Total revenues

$
211.3


$
136.4


$
106.0   2007


2006


2005Title plant information expense

$
5.8


$
3.9


$
3.0Corporate services


35.7



51.8



54.9Licensing, leasing and cost sharing agreement


(12.2
)


(13.2
)


(10.8
)Total expenses

$
29.3


$
42.5


$
47.1    F-18




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##### Table of Contents



Lender
    Processing Services, Inc.
    and Affiliates
    Notes to combined financial
    statements  (Continued)
    Contribution
    of National New York
    Investment
    by FNF in FNRES Holdings, Inc.
    (4)
    Acquisitions    (5)
    Property
    and equipment    December 31,


December 31,2007


2006Land

$
4,835


$
4,835Buildings


67,764



78,051Leasehold improvements


12,147



11,986Computer equipment


104,809



120,785Furniture, fixtures, and other equipment


32,151



50,717221,706



266,374Accumulated depreciation and amortization


(126,086
)


(164,412
)$
95,620


$
101,962    F-19




---



##### Table of Contents



Lender
    Processing Services, Inc.
    and Affiliates
    Notes to combined financial
    statements  (Continued)
  (6)
    Goodwill    Technology,


LoanData and


Transaction


Corporate/Analytics


Services


Eliminations


TotalBalance, December 31, 2005

$
403,735


$
290,361


$
20,339


$
714,435Goodwill removed due to deconsolidation of FNRES










(20,339
)


(20,339
)Goodwill relating to FIS change in reporting units(1)


209,112



144,656







353,768Goodwill acquired during 2006


6,380











6,380Purchase price adjustments to prior period acquisitions






(8,463
)






(8,463
)Balance, December 31, 2006


619,227



426,554







1,045,781Goodwill acquired during 2007 relating to Espiel


32,373











32,373Balance, December 31, 2007

$
651,600


$
426,554


$



$
1,078,154     (1)
    
    During 2006, FIS merged with Certegy Inc. and completed a
    corporate reorganization. As a result, FIS changed its operating
    segments and reporting units in accordance with
    SFAS No. 131 and SFAS No. 142, respectively.
    The change in operating segments and reporting units resulted in
    additional goodwill being allocated to the businesses which
    comprise the lender processing segment of FIS based on their
    relative fair values. This adjustment to our historical goodwill
    is reflected as a capital contribution by FIS during 2006.  (7)
    Intangible
    assets    AccumulatedCost


Amortization


NetCustomer relationships

$
353,083


$
238,989


$
114,094Trademarks


4,035







4,035$
357,118


$
238,989


$
118,129     AccumulatedCost


Amortization


NetCustomer relationships

$
348,713


$
199,235


$
149,478Trademarks


3,351







3,351$
352,064


$
199,235


$
152,829    F-20




---



##### Table of Contents



Lender
    Processing Services, Inc.
    and Affiliates
    Notes to combined financial
    statements  (Continued)
    (8)
    Computer
    software    December 31,


December 31,2007


2006Software from business acquisitions

$
82,203


$
76,168Capitalized software development costs


112,920



95,898Purchased software


29,130



49,614Computer software


224,253



221,680Accumulated amortization


(73,881
)


(94,600
)Computer software, net of accumulated amortization

$
150,372


$
127,080     (9)
    Income
    taxes    2007


2006


2005Current provision (benefit):Federal

$
130,830


$
99,580


$
106,837State


21,064



16,281



17,271Total current provision

$
151,894


$
115,861


$
124,108Deferred provision (benefit):Federal

$
10,805


$
10,458


$
(87
)State


2,035



1,665



139Total deferred provision

$
12,840


$
12,123


$
52Total provision for income taxes

$
164,734


$
127,984


$
124,160     2007


2006


2005Federal statutory income tax rate


35.0
%


35.0
%


35.0
%State income taxes


3.5
%


3.5
%


3.5
%Other


0.2
%


0.3
%


0.2
%Effective income tax rate


38.7
%


38.8
%


38.7
%  F-21




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##### Table of Contents



Lender
    Processing Services, Inc.
    and Affiliates
    Notes to combined financial
    statements  (Continued)
    2007


2006Deferred income tax assets:Deferred revenue

$
28,951


$
39,142State taxes


7,372



5,698Employee benefit accruals


2,194



7,658Accruals and reserves


3,007



3,281Allowance for doubtful accounts


7,829



5,032Investments


4,115



2,956Depreciation


2,389



Total gross deferred income tax assets


55,857



63,767Less: Valuation allowance


(4,115
)


(2,956
)Total deferred income tax assets

$
51,742


$
60,811Deferred income tax liabilities:Amortization of goodwill and intangible assets

$
48,716


$
45,350Deferred contract costs


12,631



11,148Investments


5,151



5,020Depreciation






998Total deferred income tax liabilities


66,498



62,516Net deferred income tax liability

$
14,756


$
1,705     2007


2006Current assets

$
40,440


$
55,203Noncurrent liabilities


55,196



56,908Net deferred income tax liability

$
14,756


$
1,705     2002-2006
 F-22




---



##### Table of Contents



Lender
    Processing Services, Inc.
    and Affiliates
    Notes to combined financial
    statements  (Continued)
  Accounting for
    Uncertainty in Income Taxes
  (10)
    Commitments
    and contingencies  Litigation
    
    These matters raise difficult and complicated factual and legal
    issues and are subject to many uncertainties and complexities.
    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 some cases, the monetary damages sought include
    punitive or treble damages. None of the cases described below
    includes a specific 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 on going basis and follow the provisions of
    SFAS No. 5, Accounting for Contingencies,
    (SFAS 5) when making accrual and disclosure
    decisions. When assessing reasonably possible and probable
    outcomes, we base our decision on our assessment of the ultimate
    outcome following all appeals.
    We intend to vigorously defend each of these matters, and we do
    not believe that the ultimate disposition of these lawsuits will
    have a material adverse impact on our financial position.  National
    Title Insurance of New York Inc. Litigation
  Barton, Lynn v. National Title Insurance of
    New York, Inc. et al. Gentilcore, Lisa v. National
    Title Insurance of New York, Inc. et al. Martinez, Louis and
    Silvia v. National Title Insurance of New York, Inc.
    et al. Swick, Judy and
    Thomas v. National Title Insurance of New York, Inc.
    et al. Davis, Vincent
    Leon v. National Title Insurance of New York, Inc.
    et al. Pepe, Pat and Olga v. National
    Title Insurance of New York, Inc. et al. Kornbluth, Ian v. National Title
    Insurance of New York, Inc. et al. Lamb, Edward and Frances v.
    National Title Insurance of New York, Inc. et al.
 F-23




---



##### Table of Contents



Lender
    Processing Services, Inc.
    and Affiliates
    Notes to combined financial
    statements  (Continued)
  pre-trial
  Harris,
    Ernest and Mattie v. FIS Foreclosure Solutions,
    Inc.
    Guarantees
    of FIS long-term debt
    Indemnifications
    and warranties
    Tax
    indemnification agreement
    Escrow
    arrangements
   F-24




---



##### Table of Contents



Lender
    Processing Services, Inc.
    and Affiliates
    Notes to combined financial
    statements  (Continued)
    Leases
      2008

$
16,7762009


12,7342010


6,1602011


3,3782012


2,049Thereafter


Total

$
41,097     (11)
    Employee
    benefit plans  Stock
    purchase plan
    401(k)
    Profit sharing plan
   F-25




---



##### Table of Contents



Lender
    Processing Services, Inc.
    and Affiliates
    Notes to combined financial
    statements  (Continued)
  Stock
    option plans
      Share-Based Payment Accounting for Stock-Based Compensation Accounting for Stock-Based
    Compensation  Transition and Disclosure
    Black-Scholes
 F-26




---



##### Table of Contents



Lender
    Processing Services, Inc.
    and Affiliates
    Notes to combined financial
    statements  (Continued)
          (12)
    Concentration
    of risk         F-27




---



##### Table of Contents



Lender
    Processing Services, Inc.
    and Affiliates
    Notes to combined financial
    statements  (Continued)
  (13)
    Segment
    Information      Technology


LoanData and


Transaction


CorporateAnalytics


Services


and Other


TotalProcessing and services revenues

$
570,146


$
1,125,879


$
(5,457
)

$
1,690,568Cost of revenues


313,747



750,174



(5,274
)


1,058,647Gross profit


256,399



375,705



(183
)


631,921Selling, general and administrative expenses


64,770



110,132



32,957



207,859Operating income


191,629



265,573



(33,140
)


424,062Depreciation and amortization

$
68,720


$
28,752


$
5,135


$
102,607Capital expenditures

$
50,865


$
14,615


$
5,072


$
70,552Total assets

$
1,019,271


$
755,687


$
187,085


$
1,962,043Goodwill

$
651,600


$
426,554


$



$
1,078,154     Technology


LoanData and


Transaction


CorporateAnalytics


Services


and Other


TotalProcessing and services revenues

$
546,961


$
900,951


$
37,065


$
1,484,977Cost of revenues


299,696



587,040



13,409



900,145Gross profit


247,265



313,911



23,656



584,832Selling, general and administrative expenses


67,732



107,555



82,025



257,312Operating income


179,533



206,356



(58,369
)


327,520Depreciation and amortization

$
69,581


$
32,177


$
10,100


$
111,858Capital expenditures

$
47,293


$
12,389


$
10,566


$
70,248Total assets

$
939,049


$
683,054


$
257,697


$
1,879,800Goodwill

$
619,227


$
426,554


$



$
1,045,781  F-28




---



##### Table of Contents



Lender
    Processing Services, Inc.
    and Affiliates
    Notes to combined financial
    statements  (Continued)
    Technology


LoanData and


Transaction


CorporateAnalytics


Services


and Other


TotalProcessing and services revenues

$
525,259


$
820,098


$
37,122


$
1,382,479Cost of revenues


281,974



505,607



16,907



804,488Gross profit


243,285



314,491



20,215



577,991Selling, general and administrative expenses


81,143



103,693



75,230



260,066Operating income


162,142



210,798



(55,015
)


317,925Depreciation and amortization

$
70,545


$
33,030


$
9,073


$
112,648Capital expenditures

$
64,289


$
15,559


$
12,610


$
92,458Total assets

$
737,359


$
617,433


$
188,010


$
1,542,802Goodwill

$
403,735


$
290,361


$
20,339


$
714,435    End of Audited Combined Financial Statements.
 F-29




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##### Table of Contents



LENDER
    PROCESSING SERVICES, INC.
    AND SUBSIDIARIES AND AFFILIATESConsolidated and Combined Balance Sheets
  June 30,


December 31,2008


2007(1)(Unaudited)(In thousands)ASSETSCurrent assets:Cash and cash equivalents

$
18,628


$
39,566Trade receivables, net of allowance for doubtful accounts of
    $33.8 million and $20.3 million at June 30, 2008
    and December 31, 2007


350,565



286,236Other receivables


12,318



7,971Prepaid expenses and other current assets


24,767



33,323Deferred income taxes, net


34,640



40,440Total current assets


440,918



407,536Property and equipment, net of accumulated depreciation and
    amortization of $132.7 million and $126.1 million at
    June 30, 2008 and December 31, 2007


92,487



95,620Goodwill


1,086,606



1,078,154Other intangible assets, net of accumulated amortization of
    $255.5 million and $239.0 million at June 30,
    2008 and December 31, 2007


103,347



118,129Computer software, net of accumulated amortization of
    $72.6 million and $73.9 million at June 30, 2008
    and December 31, 2007


149,562



150,372Other non-current assets


112,820



112,232Total assets

$
1,985,740


$
1,962,043LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Trade accounts payable

$
28,358


$
19,499Accrued salaries and benefits


23,037



22,908Recording and transfer tax liabilities


17,555



10,657Other accrued liabilities


65,189



57,053Deferred revenues


58,394



58,076Total current liabilities


192,533



168,193Deferred revenues


31,312



23,146Deferred income taxes, net


54,844



55,196Other long-term liabilities


21,777



34,419Total liabilities


300,466



280,954Minority interest


10,773



10,050Stockholders Equity:Preferred stock $0.0001 par value; 50 million shares
    authorized, none issued at June 30, 2008 or
    December 31, 2007






Common stock $0.0001 par value; 500 million shares
    authorized, 1,000 shares issued at June 30, 2008






Additional paid-in capital


1,667,268



Retained earnings


6,983



FISs equity






1,671,039Accumulated other comprehensive earnings


250



Total stockholders equity


1,674,501



1,671,039Total liabilities and stockholders equity

$
1,985,740


$
1,962,043     (1)
    
    Derived from audited financial statements.   F-30




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##### Table of Contents



LENDER
    PROCESSING SERVICES, INC.
    AND SUBSIDIARIES AND AFFILIATES
  Consolidated and Combined Statements of Earnings
  Six Months Ended June 30,2008


2007(Unaudited)(In thousands, except per share data)Processing and services revenues, including $102.0 million
    and $107.0 million of revenues from related parties for the
    six months ended June 30, 2008 and 2007, respectively

$
913,106


$
826,438Cost of revenues, including $4.7 million and
    $2.6 million for the six months ended June 30, 2008
    and 2007, respectively


585,137



526,823Gross profit


327,969



299,615Selling, general, and administrative expenses, including related
    party expenses, net of expense reimbursements, of
    $22.3 million and $10.3 million for the six months
    ended June 30, 2008 and 2007, respectively


118,999



109,072Operating income


208,970



190,543Other income (expense):Interest income


563



745Interest expense


(58
)


(77
)Other income, net


282



Total other income (expense)


787



668Earnings before income taxes, equity in losses of unconsolidated
    entity and minority interest


209,757



191,211Provision for income taxes


81,386



74,010Earnings before equity in losses of unconsolidated entity and
    minority interest


128,371



117,201Equity in losses of unconsolidated entity


(2,370
)


(1,720
)Minority interest


(723
)


(436
)Net earnings

$
125,278


$
115,045Pro forma net earnings per share  basic (Note 3)

$
1.32Pro forma weighted average shares outstanding  basic
    (Note 3)


94,611Pro forma net earnings per share  diluted
    (Note 3)

$
1.30Pro forma weighted average shares outstanding 
    diluted (Note 3)


96,334    F-31




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##### Table of Contents



LENDER
    PROCESSING SERVICES, INC.
    AND SUBSIDIARIES AND AFFILIATES
  Consolidated and Combined Statements of
    Comprehensive Earnings
  Six Months Ended June 30,2008


2007(Unaudited)(In thousands)Net earnings

$
125,278


$
115,045Other comprehensive earnings:Unrealized gain on other investments, net of tax


250



Other comprehensive earnings


250



Comprehensive earnings

$
125,528


$
115,045    F-32




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##### Table of Contents



LENDER
    PROCESSING SERVICES, INC.
    AND SUBSIDIARIES AND AFFILIATES
  Consolidated and Combined Statement of Stockholders
    Equity
  AccumulatedAdditional








Other


TotalCommon


Common


Paid-In


Retained


FISs


Comprehensive


StockholdersShares


Stock


Capital


Earnings


Equity


Earnings


Equity(Unaudited)(In thousands)Balances, December 31, 2007





$



$



$



$
1,671,039


$



$
1,671,039Net earnings (January 1, 2008 to June 20, 2008)


















118,295







118,295Net distribution to FIS


















(121,677
)






(121,677
)Capitalization of Lender Processing Services, Inc.


1







1,667,268







(1,667,657
)


389



Net earnings (June 21, 2008 to June 30, 2008)














6,983











6,983Unrealized loss on investments






















(139
)


(139
)Balances, June 30, 2008


1


$



$
1,667,268


$
6,983


$



$
250


$
1,674,501    F-33




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##### Table of Contents



LENDER
    PROCESSING SERVICES, INC.
    AND SUBSIDIARIES AND AFFILIATES
  Consolidated and Combined Statements of Cash
    Flows
  Six Months Ended June 30,2008


2007(Unaudited)(In thousands)Cash flows from operating activities:Net earnings

$
125,278


$
115,045Adjustments to reconcile net earnings to net cash provided by
    operating activities:Depreciation and amortization


44,576



52,373Deferred income taxes, net


3,968



13,634Stock-based compensation cost


9,120



7,215Loss on unconsolidated entity


2,370



1,720Minority interest


723



436Changes in assets and liabilities, net of effects of
    acquisitions:Net increase in trade receivables


(63,750
)


(55,628
)Net (increase) decrease in other receivables


(4,348
)


22,286Net decrease (increase) in prepaid expenses and other assets


7,931



(13,444
)Net increase in deferred contract costs


(3,420
)


(18,674
)Net decrease (increase) in deferred revenues


8,235



(18,249
)Net decrease in accounts payable, accrued liabilities and other
    liabilities


6,000



26,675Net cash provided by operating activities


136,683



133,389Cash flows from investing activities:Additions to property and equipment


(9,376
)


(6,099
)Additions to capitalized software


(15,761
)


(18,937
)Acquisitions, net of cash acquired


(15,488
)


(37,420
)Net cash used in investing activities


(40,625
)


(62,456
)Cash flows from financing activities:Net distributions to FIS


(116,996
)


(69,639
)Net cash used in financing activities


(116,996
)


(69,639
)Net (decrease) increase in cash and cash equivalents


(20,938
)


1,294Cash and cash equivalents, beginning of period


39,566



47,783Cash and cash equivalents, end of period

$
18,628


$
49,077Non-cash contribution relating to stock compensation

$
9,120


$
7,215Non-cash contribution for Espiel acquisition

$



$
6,000Non-cash redistribution of assets to Parent

$
(13,801
)

$
    F-34




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##### Table of Contents



LENDER
    PROCESSING SERVICES, INC.
    AND SUBSIDIARIES AND AFFILIATESNOTES TO CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS (Unaudited)
    Six Months Ended June 30, 2008 and 2007
  The information included in these consolidated and combined
    financial statements of Lender Processing Services, Inc., are
    presented on a combined basis through June 20, 2008.
    Beginning June 21, 2008, after all the assets and
    liabilities of the lender processing services segment of FIS
    were formally contributed by FIS to LPS, the financial
    statements of the Company have been presented on a consolidated
    basis. The accompanying Consolidated and Combined Financial
    Statements include those assets, liabilities, revenues and
    expenses directly attributable to LPSs operations and,
    prior to June 21, 2008, allocations of certain FIS
    corporate assets, liabilities, revenues and expenses to LPS.
  Except as otherwise indicated or unless the context otherwise
    requires, all references to LPS, we, the
    Company, or the registrant are to Lender
    Processing Services, Inc., a Delaware corporation that was
    incorporated in December 2007 as a wholly-owned subsidiary of
    FIS, and its subsidiaries and affiliates; all references to
    FIS, the former parent, or the
    holding company are to Fidelity National Information
    Services, Inc., a Georgia corporation formerly known as Certegy
    Inc., and its subsidiaries, that owned all of LPSs shares
    until July 2, 2008; all references to former
    FIS are to Fidelity National Information Services, Inc., a
    Delaware corporation, and its subsidiaries, prior to the Certegy
    merger described below; all references to old FNF
    are to Fidelity National Financial, Inc., a Delaware corporation
    that owned a majority of FISs shares through
    November 9, 2006; and all references to FNF are
    to Fidelity National Financial, Inc. (formerly known as Fidelity
    National Title Group, Inc.), formerly a subsidiary of old
    FNF but now a stand-alone company that remains a related entity
    from an accounting perspective.
  (1)
    Basis of
    Presentation  Form 10-Q Regulation S-X.
  Capitalization
    of Lender Processing Services, Inc.
     F-35




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##### Table of Contents



LENDER
    PROCESSING SERVICES, INC.
    AND SUBSIDIARIES AND AFFILIATES
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
      (904) 854-5100.
  Principles
    of Consolidation and Combination
      Separation
    from FIS
   F-36




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##### Table of Contents



LENDER
    PROCESSING SERVICES, INC.
    AND SUBSIDIARIES AND AFFILIATES
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
  Reporting
    Segments
      
    our mortgage processing services, which we conduct using our
    market-leading mortgage servicing platform and our team of
    experienced support personnel based primarily at our
    Jacksonville, Florida data center;
    our Desktop application, a workflow system that assists our
    customers in managing business processes, which today is
    primarily used in connection with mortgage loan default
    management, but which has broader applications;
    our other software and related service offerings, including our
    mortgage origination software, our real estate closing and title
    insurance production software and our middleware application
    which provides collaborative network connectivity among mortgage
    industry participants; and
    our data and analytics businesses, the most significant of which
    are our alternative property valuations business, which provides
    a range of valuations other than traditional appraisals, our
    property records business, and our advanced analytic services,
    which assist our customers in their loan marketing or loss
    mitigation efforts.      
    settlement services, which consist of title agency services, in
    which we act as an agent for title insurers, closing services,
    in which we assist in the closing of real estate transactions,
    and lien recording and release services;
    appraisal services, which consist of traditional appraisal and
    appraisal management services; and
    other origination services, which consist of real estate tax
    services, which provide lenders with information about the tax
    status of a property, flood zone information, which assists
    lenders in determining whether a property is in a federally
    designated flood zone, and qualified exchange intermediary
    services for customers who seek to engage in qualified exchanges
    under Section 1031 of the Internal Revenue Code.    
    foreclosure management services, including access to a
    nationwide network of independent attorneys, document
    preparation and recording and other services;
    property inspection and preservation services, designed to
    preserve the value of properties securing defaulted
    loans; and
    asset management services, providing disposition services for
    our customers real estate owned properties through a
    network of independent real estate brokers, attorneys and other
    vendors to facilitate the transaction. F-37




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##### Table of Contents



LENDER
    PROCESSING SERVICES, INC.
    AND SUBSIDIARIES AND AFFILIATES
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
     (2)
    Related
    Party Transactions    
    Agreements to provide title agency
    services.  These agreements allow us to provide
    services to existing customers through loan facilitation
    transactions, primarily with large national lenders. The
    arrangement involves providing title agency services which
    result in the issuance of title policies on behalf of title
    insurance underwriters owned by FNF and its subsidiaries.
    Subject to certain early termination provisions for cause, each
    of these agreements may be terminated upon five years
    prior written notice, which notice may not be given until after
    the fifth anniversary of the effective date of each agreement,
    which ranges from July 2004 through September 2006 (thus
    effectively resulting in a minimum ten year term and a rolling
    one-year term thereafter). Under these agreements, we earn
    commissions which, in aggregate, are equal to approximately 88%
    of the total title premium from title policies that we place
    with subsidiaries of FNF. We also perform similar functions in
    connection with trustee sale guarantees, a form of title
    insurance that subsidiaries of FNF issue as part of the
    foreclosure process on a defaulted loan.
    Agreements to provide software development and
    services.  These agreements govern the fee
    structure under which we are paid for providing software
    development and services to FNF which consist of developing
    software for use in the title operations of FNF.
    Arrangements to provide other data
    services.  Under these arrangements, we are paid
    for providing other data services to FNF, which consist
    primarily of data services required by the title insurance
    operations.    Six Months EndedJune 302008


2007Title agency commissions

$
66.8


$
68.3Software development revenue


28.1



28.7Other data related services


7.1



10.0Total revenues

$
102.0


$
107.0   
    Title plant information expense.  These
    agreements provide for our title agency operations to access
    title plant assets owned by FNF.
    Allocation by FIS of corporate services.  Prior
    to the spin-off, FIS provided general management, accounting,
    treasury, tax, finance, payroll, human resources, employee
    benefits, internal audit, mergers and acquisitions, and other
    corporate and administrative support to the Company. Management
    believes the methods used to allocate the amounts included in
    these financial statements for corporate services are reasonable. F-38




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##### Table of Contents



LENDER
    PROCESSING SERVICES, INC.
    AND SUBSIDIARIES AND AFFILIATES
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
   
    Licensing, leasing, cost sharing and other
    agreements.  These agreements provide for the
    reimbursement of certain amounts from FNF and FIS related to
    various ancillary leasing and cost sharing agreements, as well
    as the payment of certain amounts by the Company to FNF or its
    subsidiaries in connection with our use of certain intellectual
    property or other assets of or services by FNF. Included as
    expense reimbursements are amounts received related to leases of
    certain office space to FIS and FNF, as well as amounts received
    for property management services for office space located on our
    corporate headquarters campus. In addition, our expenses include
    expenses for a sublease of office space and furnishings from FNF
    at our corporate headquarters campus.    Six Months EndedJune 30,2008


2007Title plant information expense

$
4.7


$
2.6Corporate services


27.6



19.8Licensing, leasing and cost sharing agreements


(5.3
)


(9.5
)Total expenses

$
27.0


$
12.9     Other
    related party transactions:
  Investment
    by FNF in Fidelity National Real Estate Solutions,
    Inc.
    (3)
    Unaudited
    Pro Forma Net Earnings per Share  Earnings per Share
 F-39




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##### Table of Contents



LENDER
    PROCESSING SERVICES, INC.
    AND SUBSIDIARIES AND AFFILIATES
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
      Six Months EndedJune 30, 2008Pro forma weighted average shares outstanding  basic


94,611Plus: Pro forma common stock equivalent shares assumed from
    conversion of options


1,723Pro forma weighted average shares outstanding  diluted


96,334Pro forma basic net earnings per share

$
1.32Pro forma diluted net earnings per share

$
1.30   (4)
    Acquisitions      (5)
    Long-Term
    Debt    (6)
    Income
    Taxes  Accounting for Uncertainty in Income Taxes
  (7)
    Commitments
    and Contingencies  Litigation
   F-40




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##### Table of Contents



LENDER
    PROCESSING SERVICES, INC.
    AND SUBSIDIARIES AND AFFILIATES
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
    
    These matters raise difficult and complicated factual and legal
    issues and are subject to many uncertainties and complexities.
    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 some cases, the monetary damages sought include
    punitive or treble damages. None of the cases described below
    includes a specific 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 and follow the provisions of
    SFAS No. 5, Accounting for Contingencies, when
    making accrual and disclosure decisions. When assessing
    reasonably possible and probable outcomes, we base our decision
    on our assessment of the ultimate outcome following all appeals.
    We intend to vigorously defend each of these matters, and we do
    not believe that the ultimate disposition of these lawsuits will
    have a material adverse impact on our financial position.  National
    Title Insurance of New York, Inc. Litigation
  and/or
  Harris,
    Ernest and Mattie v. FIS Foreclosure Solutions,
    Inc.
    (8)
    Stock
    Option Plans   F-41




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##### Table of Contents



LENDER
    PROCESSING SERVICES, INC.
    AND SUBSIDIARIES AND AFFILIATES
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
      Black-Scholes
      (9)
    Segment
    Information      Technology,


LoanData and


Transaction


CorporateAnalytics


Services


and Other


TotalProcessing and services revenues

$
277,568


$
642,577


$
(7,039
)

$
913,106Cost of revenues


155,507



436,793



(7,163
)


585,137Gross profit


122,061



205,784



124



327,969Selling, general and administrative expenses


33,729



57,829



27,441



118,999Operating income

$
88,332


$
147,955


$
(27,317
)

$
208,970Depreciation and amortization

$
29,986


$
11,496


$
3,094


$
44,576Total Assets

$
1,014,288


$
907,908


$
63,544


$
1,985,740Goodwill

$
662,172


$
424,434


$



$
1,086,606  F-42




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##### Table of Contents



LENDER
    PROCESSING SERVICES, INC.
    AND SUBSIDIARIES AND AFFILIATES
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
     Technology,


LoanData and


Transaction


CorporateAnalytics


Services


and Other


TotalProcessing and services revenues

$
284,385


$
540,929


$
1,124


$
826,438Cost of revenues


160,308



369,167



(2,652
)


526,823Gross profit


124,077



171,762



3,776



299,615Selling, general and administrative expenses


32,776



54,753



21,543



109,072Operating income

$
91,301


$
117,009


$
(17,767
)

$
190,543Depreciation and amortization

$
35,619


$
14,219


$
2,535


$
52,373Total Assets

$
1,007,360


$
835,746


$
104,106


$
1,947,212Goodwill

$
650,412


$
426,554


$



$
1,076,966   (10)
    Subsequent
    Events  Closing
    of LPS Spin-off Transaction and Issuance of Common
    Shares
      Long-term
    Debt
  5-year 5-year
   F-43




---



##### Table of Contents



LENDER
    PROCESSING SERVICES, INC.
    AND SUBSIDIARIES AND AFFILIATES
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
            90-day 90-day
     F-44




---



##### Table of Contents



LENDER
    PROCESSING SERVICES, INC.
    AND SUBSIDIARIES AND AFFILIATES
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
            Interest
    Rate Swaps
  2-year
  Bank Pays


LPS PaysAmortization Period

Notional Amount


Variable Rate of(1)


Fixed Rate of(2)(In millions)July 31, 2008 to December 31, 2008

$
420.0



1 Month LIBOR



3.275
%December 31, 2008 to March 31, 2009

$
400.0



1 Month LIBOR



3.275
%March 31, 2009 to June 30, 2009

$
385.0



1 Month LIBOR



3.275
%June 30, 2009 to September 30, 2009

$
365.0



1 Month LIBOR



3.275
%September 30, 2009 to December 31, 2009

$
345.0



1 Month LIBOR



3.275
%December 31, 2009 to March 31, 2010

$
330.0



1 Month LIBOR



3.275
%March 31, 2010 to June 30, 2010

$
310.0



1 Month LIBOR



3.275
%June 30, 2010 to July 31, 2010

$
290.0



1 Month LIBOR



3.275
%     (1)
    
    2.46% as of July 2, 2008. F-45




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##### Table of Contents



LENDER
    PROCESSING SERVICES, INC.
    AND SUBSIDIARIES AND AFFILIATES
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
   (2)
    
    In addition to the fixed rate paid under the swaps, we pay an
    applicable margin to our bank lenders on the Term A Loan, Term B
    Loan and Revolving Loan equal to 2.50% as of July 2, 2008.  Accounting for
    Derivative Instruments and Hedging Activities Fair Value Measurements Level 2-type
   F-46




---



##### Table of Contents



LENDER
    PROCESSING SERVICES, INC.
    AND SUBSIDIARIES AND AFFILIATES
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
  Pro
    Forma Financial Statements
    Pro
    Forma Condensed Consolidated Balance Sheet 
    Unaudited
  Pro FormaJune 30,


Pro Forma


June 30,2008


Adjustments


2008ASSETSCurrent assets:Cash and cash equivalents

$
18,628


$



$
18,628Trade receivables, net of allowance for doubtful accounts


350,565







350,565Other current assets


71,725







71,725Total current assets


440,918







440,918Property and equipment, net of accumulated depreciation and
    amortization


92,487







92,487Goodwill


1,086,606







1,086,606Intangible assets, net of accumulated amortization


103,347







103,347Computer software, net of accumulated amortization


149,562







149,562Other non-current assets


112,820



25,700
(1)


138,520Total assets

$
1,985,740


$
25,700


$
2,011,440LIABILITIES AND STOCKHOLDERS EQUITYTotal current liabilities

$
192,533


$
135,800
(1)

$
328,333Total non-current liabilities


107,933



1,474,900
(1)


1,582,833Total liabilities


300,466



1,610,700



1,911,166Minority interest


10,773







10,773Stockholders equity


1,674,501



(1,585,000
)(1)


89,501Total liabilities and stockholders equity

$
1,985,740


$
25,700


$
2,011,440     (1)
    
    The June 30, 2008 pro forma condensed consolidated balance
    sheet reflects $25.7 million in other non-current assets
    for the capitalization of debt issuance costs incurred in
    connection with the issuance of $1,585.0 million in debt.
    The current portion of the debt and the outstanding balance on
    our revolving line of credit, $110.1 million and
    $25.7 million, respectively, is reflected in current
    liabilities. The long-term portion of the debt, which totaled
    $1,474.9 million, is reflected in non-current liabilities. F-47




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##### Table of Contents



LENDER
    PROCESSING SERVICES, INC.
    AND SUBSIDIARIES AND AFFILIATES
    NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
   Pro
    Forma Condensed Consolidated Statement of Earnings 
    Unaudited
  Pro FormaSix Month Period


Pro Forma


Six Months EndedEnded June 30, 2008


Adjustments


June 30, 2008Processing and services revenues

$
913,106






$
913,106Operating income

$
208,970






$
208,970Net earnings

$
125,278


$
(28,131
)(2)

$
97,147Pro forma net earnings per share  basic

$
1.32






$
1.03Pro forma net earnings per share  diluted

$
1.30






$
1.01     (2)
    
    The pro forma condensed consolidated statement of earnings for
    the six months ended June 30, 2008 reflects
    $46.0 million in interest expense ($28.1 million, net
    of tax, using our effective tax rate of 38.8%) we would have
    incurred on the $1,585.0 million in debt.  Stock
    Compensation Plan
    401(k)
    Profit Sharing and Employee Stock Purchase Plans
   F-48




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##### Table of Contents



Offer to
    Exchange
  $375,000,000
    Outstanding
    81/8% Senior
    Notes due 2016
    PROSPECTUS
     DEALER
    PROSPECTUS DELIVERY OBLIGATION
     [          ],
    2008




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##### Table of Contents



PART II
  INFORMATION
    NOT REQUIRED IN PROSPECTUS
  ITEM 20.
    INDEMNIFICATION
    OF DIRECTORS AND OFFICERS             II-1




---



##### Table of Contents



ITEM 21.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES   
   
  
 ExhibitNumber

Description2
.1

Contribution and Distribution Agreement, dated as of
    June 13, 2008, between Lender Processing Services, Inc. and
    Fidelity National Information Services, Inc.(1)3
.1

Amended and Restated Certificate of Incorporation of Lender
    Processing Services, Inc.(2)3
.2

Amended and Restated Bylaws of Lender Processing Services,
    Inc.(2)3
.3

Amended Certificate of Incorporation of A.S.A.P. Legal
    Publication Services, Inc.(6)3
.4

Amended and Restated Bylaws of A.S.A.P. Legal Publication
    Services, Inc.(6)3
.5

Certificate of Incorporation of Aptitude Solutions, Inc.(6)3
.6

Bylaws of Aptitude Solutions, Inc.(6)3
.7

Certificate of Incorporation of Arizona Sales and Posting,
    Inc.(6)3
.8

Amended and Restated Bylaws of Arizona Sales and Posting, Inc.(6)3
.9

Amended Certificate of Incorporation of Chase Vehicle Exchange,
    Inc.(6)3
.10

Bylaws of Chase Vehicle Exchange, Inc.(6)3
.11

Amended Certificate of Organization of DOCX, LLC(6)3
.12

Amended and Restated Operating Agreement of DOCX, LLC(6)3
.13

Amended Certificate of Incorporation of Espiel, Inc.(6)3
.14

Bylaws of Espiel, Inc.(6)3
.15

Amended Certificate of Incorporation of Fidelity National Loan
    Portfolio Services, Inc.(6)3
.16

Amended Bylaws of Fidelity National Loan Portfolio Services,
    Inc.(6)3
.17

Amended Certificate of Incorporation of Financial Systems
    Integrators, Inc.(6)3
.18

Bylaws of Financial Systems Integrators, Inc.(6)3
.19

Certificate of Formation of FIS Capital Markets, LLC(6)3
.20

Operating Agreement of FIS Capital Markets, LLC(6)3
.21

Amended Certificate of Incorporation of FIS Data Services,
    Inc.(6)3
.22

Amended and Restated Bylaws of FIS Data Services, Inc.(6)3
.23

Amended Certificate of Incorporation of FIS Tax Services, Inc.
    f/k/a Fidelity National Tax Services, Inc.(6)3
.24

Amended and Restated Bylaws of FIS Tax Services, Inc. f/k/a
    Fidelity National Tax Services, Inc.(6)3
.25

Amended Certificate of Organization of FIS Valuation Solutions,
    LLC f/k/a Hansen Quality, LLC(6)3
.26

Operating Agreement of Organization of FIS Valuation Solutions,
    LLC f/k/a Hansen Quality, LLC(6)3
.27

Certificate of Formation of FNIS Flood Group, LLC(6)3
.28

Amended and Restated Operating Agreement of FNIS Flood Group,
    LLC(6)3
.29

Certificate of Formation of FNIS Flood of California, LLC(6)3
.30

Operating Agreement of FNIS Flood of California, LLC(6)3
.31

Certificate of Incorporation of FNIS Intellectual Property
    Holdings, Inc.(6)3
.32

Amended and Restated Bylaws of FNIS Intellectual Property
    Holdings, Inc.(6)3
.33

Certificate of Incorporation of FNIS Services, Inc.(6)3
.34

Amended and Restated Bylaws of FNIS Services, Inc.(6)3
.35

Amended Certificate of Incorporation of Geotrac, Inc.(6)3
.36

Amended and Restated Bylaws of Geotrac, Inc.(6) 
 II-2




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##### Table of Contents



ExhibitNumber

Description3
.37

Certificate of Organization of Indiana Residential Nominee
    Services, LLC(6)3
.38

Amended Amended and Restated Operating Agreement of Indiana
    Residential Nominee Services, LLC(6)3
.39

Amended Certificate of Incorporation of Investment Property
    Exchange Services, Inc.(6)3
.40

Bylaws of Investment Property Exchange Services, Inc.(6)3
.41

Amended Certificate of Incorporation of Lenders Service
    Title Agency, Inc.(6)3
.42

Amended and Restated Bylaws of Lenders Service
    Title Agency, Inc.(6)3
.43

Amended Certificate of Incorporation of LPS Agency Sales and
    Posting, Inc.(6)3
.44

Amended and Restated Bylaws of LPS Agency Sales and Posting,
    Inc.(6)3
.45

Amended Certificate of Incorporation of LPS Asset Management
    Solutions, Inc.(6)3
.46

Amended and Restated Bylaws of LPS Asset Management Solutions,
    Inc.(6)3
.47

Amended Certificate of Incorporation of LPS Field Services,
    Inc.(6)3
.48

Amended and Restated Bylaws of LPS Field Services, Inc.(6)3
.49

Amended Certificate of Incorporation of LPS Foreclosure
    Solutions, Inc.(6)3
.50

Amended and Restated Bylaws of LPS Foreclosure Solutions, Inc.(6)3
.51

Certificate of Formation of LPS IP Holding Company, LLC(6)3
.52

Operating Agreement of LPS IP Holding Company, LLC(6)3
.53

Certificate of Formation of LPS Management, LLC(6)3
.54

Operating Agreement of LPS Management, LLC(6)3
.55

Amended Certificate of Incorporation of LPS Mortgage Processing
    Solutions, Inc.(6)3
.56

Bylaws of LPS Mortgage Processing Solutions, Inc.(6)3
.57

Amended Certificate of Limited Partnership of LPS National
    Flood, LP(6)3
.58

Limited Partnership Agreement of LPS National Flood, LP(6)3
.59

Amended Certificate of Formation of LPS Portfolio Solutions,
    LLC(6)3
.60

Operating Agreement of LPS Portfolio Solutions, LLC(6)3
.61

Certificate of Incorporation of LRT Record Services, Inc.(6)3
.62

Amended and Restated Bylaws of LRT Record Services, Inc.(6)3
.63

Certificate of Organization of LSI Alabama, LLC(6)3
.64

Amended Operating Agreement of LSI Alabama, LLC(6)3
.65

Certificate of Formation of LSI Appraisal, LLC(6)3
.66

Amended and Restated Operating Agreement of LSI Appraisal, LLC(6)3
.67

Certificate of Incorporation of LSI Maryland, Inc.(6)3
.68

Amended and Restated Bylaws of LSI Maryland, Inc.(6)3
.69

Certificate of Incorporation of LSI Title Agency, Inc.(6)3
.70

Amended and Restated Bylaws of LSI Title Agency, Inc.(6)3
.71

Amended Amended and Restated Certificate of Incorporation of LSI
    Title Company(6)3
.72

Amended and Restated Bylaws of LSI Title Company(6)3
.73

Certificate of Organization of LSI Title Company of Oregon,
    LLC(6)3
.74

Operating Agreement of LSI Title Company of Oregon, LLC(6)3
.75

Certificate of Incorporation of LSI Title Insurance Agency
    of Utah, Inc.(6)3
.76

Bylaws of LSI Title Insurance Agency of Utah, Inc.(6)3
.77

Amended Certificate of Organization of Maine Residential Nominee
    Services, LLC(6)3
.78

Amended and Restated Operating Agreement of Maine Residential
    Nominee Services, LLC(6)3
.79

Amended Certificate of Organization of Massachusetts Residential
    Nominee Services, LLC(6) 
 II-3




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##### Table of Contents



ExhibitNumber

Description3
.80

Amended and Restated Operating Agreement of Massachusetts
    Residential Nominee Services, LLC(6)3
.81

Certificate of Organization of McDash Analytics, LLC(6)3
.82

Amended and Restated Operating Agreement of McDash Analytics,
    LLC(6)3
.83

Certificate of Incorporation of National Residential Nominee
    Services, Inc.(6)3
.84

Bylaws of National Residential Nominee Services, Inc.(6)3
.85

Certificate of Incorporation of National Safe Harbor Exchanges(6)3
.86

Bylaws of National Safe Harbor Exchanges(6)3
.87

Certificate of Organization of NewInvoice, LLC(6)3
.88

Amended and Restated Operating Agreement of NewInvoice, LLC(6)3
.89

Certificate of Organization of OnePointCity, LLC(6)3
.90

Operating Agreement of OnePointCity, LLC(6)3
.91

Certificate of Formation of SoftPro, LLC(6)3
.92

Operating Agreement of SoftPro, LLC(6)3
.93

Certificate of Incorporation of Strategic Property Investments,
    Inc.(6)3
.94

Bylaws of Strategic Property Investments, Inc.(6)3
.95

Amended Certificate of Organization of Vermont Residential
    Nominee Services, LLC(6)3
.96

Amended and Restated Operating Agreement of Vermont Residential
    Nominee Services, LLC(6)4
.1

Indenture, dated as of July 2, 2008, among Lender
    Processing Services, Inc., the guarantors parties thereto and
    U.S. Bank National Association, Corporate Trust Services,
    as Trustee(2)4
.2

Registration Rights Agreement, dated July 2, 2008, among
    Lender Processing Services, Inc., the guarantors parties thereto
    and J.P. Morgan Securities Inc., Banc of America Securities
    LLC and Wachovia Capital Markets, LLC, as representatives of the
    several initial purchasers(2)4
.3

Form of 8.125% Senior Note Due 2016(6)5
.1

Opinion of Dewey & LeBoeuf LLP(6)10
.1

Tax Disaffiliation Agreement, dated as of July 2, 2008,
    between Lender Processing Services, Inc. and Fidelity National
    Information Services, Inc.(1)10
.2

Form of Employee Matters Agreement(3)10
.3

Corporate and Transitional Services Agreement, dated as of
    July 2, 2008, between Lender Processing Services, Inc. and
    Fidelity National Information Services, Inc.(1)10
.4

Corporate and Transitional Services Agreement, dated as of
    July 2, 2008, between Lender Processing Services, Inc. and
    Fidelity National Financial, Inc.(1)10
.5

Credit Agreement, dated as of July 2, 2008, among Lender
    Processing Services, Inc., the lenders parties thereto from time
    to time and JPMorgan Chase Bank, N.A., as Administrative Agent,
    Swing Line Lender and L/C Issuer(2)10
.6

Lender Processing Services, Inc. Annual Incentive Plan(1)10
.7

Lender Processing Services, Inc. 2008 Omnibus Incentive Plan(1)10
.8

Lender Processing Services, Inc. Employee Stock Purchase Plan(1)10
.9

Lender Processing Services, Inc. Deferred Compensation Plan(1)10
.10

Lender Processing Services, Inc. Executive Life and Supplemental
    Retirement Benefit Plan(1)10
.11

Lender Processing Services, Inc. Special Supplemental Executive
    Retirement Plan(1)10
.12

Form of Notice of Restricted Stock Grant and Restricted Stock
    Award Agreement under Lender Processing Services, Inc. 2008
    Omnibus Incentive Plan(4)10
.13

Form of Notice of Stock Option Grant and Stock Option Agreement
    under Lender Processing Services, Inc. 2008 Omnibus Incentive
    Plan(4)10
.14

Employment Agreement dated August 8, 2008 between Lender
    Processing Services, Inc. and Jeffrey S. Carbiener(4) 
 II-4




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##### Table of Contents



ExhibitNumber

Description10
.15

Employment Agreement dated August 8, 2008 between Lender
    Processing Services, Inc. and Francis K. Chan(4)10
.16

Employment Agreement dated August 8, 2008 between Lender
    Processing Services, Inc. and Daniel T. Scheuble(4)10
.17

Employment Agreement dated August 8, 2008 between Lender
    Processing Services, Inc. and 
    Eric D. Swenson(4)12
.1

Statement of Computation of Ratio of Earnings to Fixed Charges(6)21
.1

Subsidiaries of Lender Processing Services, Inc.(6)23
.1

Consent of KPMG LLP, Independent Registered Public Accounting
    Firm(6)23
.2

Consent of Counsel (included in Exhibit 5.1)(6)24
.1

Powers of Attorney of certain officers and directors of Lender
    Processing Services, Inc. (included on the signature pages to
    the Registration Statement)(6)25
.1

Form T-1,
    Statement of Eligibility under the Trust Indenture Act of
    1939 of U.S. Bank National Association, Corporate
    Trust Services, as trustee(6)99
.1

Form of Letter of Transmittal and Consent(6)99
.2

Form of Notice of Guaranteed Delivery(6)99
.3

Form of Instructions to Registered Holder and/or Book Entry
    Transfer Participant from Beneficial Owner(6)99
.4

Exchange Agreement, dated as of June 18, 2008, among
    Fidelity National Information Services, Inc., JPMorgan Chase
    Bank, N.A., Bank of America, N.A., Wachovia Bank, National
    Association, J.P. Morgan Securities Inc., Banc of America
    Securities LLC, Wachovia Capital Markets, LLC and, solely with
    respect to certain sections thereof, Lender Processing Services,
    Inc.(1)99
.5

Reverse Corporate and Transitional Services Agreement, dated as
    of July 2, 2008, between Lender Processing Services, Inc.
    and Fidelity National Information Services, Inc.(1)99
.6

Aircraft Interchange Agreement, dated as of July 2, 2008,
    among Fidelity National Financial, Inc., Fidelity National
    Information Services, Inc. and Lender Processing Services,
    Inc.(1)99
.7

Lease Agreement, dated as of June 13, 2008, between Lender
    Processing Services, Inc., as landlord, and Fidelity National
    Information Services, Inc., as tenant(1)99
.8

Master Information Technology and Application Development
    Services Agreement, dated as of July 2, 2008, between
    Lender Processing Services, Inc. and Fidelity National
    Financial, Inc.(1)99
.9

Property Management Agreement, dated as of June 13, 2008,
    between Lender Processing Services, Inc., as property manager,
    and Fidelity National Financial, Inc., as property owner(1)99
.10

Lease Agreement, dated as of June 13, 2008, between Lender
    Processing Services, Inc., as landlord, and Fidelity National
    Financial, Inc., as tenant(1)99
.11

Sublease Agreement, dated as of June 13, 2008, between
    Fidelity National Financial, Inc., as sublessor, and Lender
    Processing Services, Inc., as sublessee(1)99
.12

Software License Agreement dated as of June 1, 2006 between
    Fidelity National Financial, Inc. (f/k/a Fidelity National
    Title Group, Inc.) and Fidelity Information Services, Inc.,
    and its SoftPro division, as assigned to SoftPro, LLC, a
    subsidiary of Lender Processing Services, Inc.(3)99
.13

Amended and Restated eLender Services Agreement dated as of
    March 4, 2005 among Fidelity National Financial, Inc.
    (f/k/a Fidelity National Title Group, Inc.) and Rocky
    Mountain Support Services, Inc., a subsidiary of Fidelity
    National Financial, Inc., on the one hand, and LSI
    Title Company, a subsidiary of Lender Processing Services,
    Inc., and Fidelity National Information Services, LLC, as
    assigned to Lender Processing Services, Inc., on the other
    hand.(3)99
.14

Issuing Agency Contract dated as of July 22, 2004 between
    Chicago Title Insurance Company, a subsidiary of Fidelity
    National Financial, Inc., and LSI Title Company, a
    subsidiary of Lender Processing Services, Inc.(5) 
 II-5




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##### Table of Contents



ExhibitNumber

Description99
.15

Issuing Agency Contract dated as of July 22, 2004 between
    Chicago Title Insurance Company, a subsidiary of Fidelity
    National Financial, Inc., and LSI Title Agency, Inc., a
    subsidiary of Lender Processing Services, Inc.(5)99
.16

Issuing Agency Contract dated as of July 22, 2004 between
    Chicago Title Insurance Company, a subsidiary of Fidelity
    National Financial, Inc., and Lenders Service
    Title Agency, Inc., a subsidiary of Lender Processing
    Services, Inc.(5)99
.17

Issuing Agency Contract dated as of August 9, 2004 between
    Chicago Title Insurance Company, a subsidiary of Fidelity
    National Financial, Inc., and LSI Alabama, LLC, a subsidiary of
    Lender Processing Services, Inc.(5)99
.18

Issuing Agency Contract dated as of February 8, 2005
    between Chicago Title Insurance Company, a subsidiary of
    Fidelity National Financial, Inc., and LSI Title Company of
    Oregon, LLC, a subsidiary of Lender Processing Services, Inc.(5)99
.19

Issuing Agency Contract dated as of August 22, 2006 between
    Chicago Title Insurance Company, a subsidiary of Fidelity
    National Financial, Inc., and LSI Title Insurance Agency of
    Utah, Inc., a subsidiary of Lender Processing Services, Inc.(3)99
.20

Issuing Agency Contract dated as of September 28, 2004
    between Fidelity National Title Insurance Company, a
    subsidiary of Fidelity National Financial, Inc., and LSI
    Title Company, a subsidiary of Lender Processing Services,
    Inc.(5)99
.21

Issuing Agency Contract dated as of September 28, 2004
    between Fidelity National Title Insurance Company, a
    subsidiary of Fidelity National Financial, Inc., and LSI
    Title Agency, Inc., a subsidiary of Lender Processing
    Services, Inc.(5)99
.22

Issuing Agency Contract dated as of September 28, 2004
    between Fidelity National Title Insurance Company, a
    subsidiary of Fidelity National Financial, Inc., and
    Lenders Service Title Agency, Inc., a subsidiary of
    Lender Processing Services, Inc.(5)99
.23

Issuing Agency Contract dated as of September 28, 2004
    between Fidelity National Title Insurance Company, a
    subsidiary of Fidelity National Financial, Inc., and LSI
    Alabama, LLC, a subsidiary of Lender Processing Services, Inc.(5)99
.24

Issuing Agency Contract dated as of February 24, 2005
    between Fidelity National Title Insurance Company, a
    subsidiary of Fidelity National Financial, Inc., and LSI
    Title Company of Oregon, LLC, a subsidiary of Lender
    Processing Services, Inc.(5)99
.12

Issuing Agency Contract dated as of August 28, 2006 between
    Fidelity National Title Insurance Company, a subsidiary of
    Fidelity National Financial, Inc., and LSI Title Insurance
    Agency of Utah, Inc., a subsidiary of Lender Processing
    Services, Inc.(3)99
.12

Tax Service Agreement dated as of June 20, 2005 between FIS
    Tax Service, Inc., a subsidiary of Lender Processing Services,
    Inc., and Chicago Title Insurance Company, a subsidiary of
    Fidelity National Financial, Inc. (together with a schedule
    describing other substantially identical Tax Service Agreements
    dated various dates from 2002 to 2006 between FIS Tax Service,
    Inc. and various title insurance subsidiaries of Fidelity
    National Financial, Inc.)(3)99
.12

Flood Zone Determination Agreement dated as of December 28,
    2004 between FNIS Flood Services, L.P., a subsidiary of Lender
    Processing Services, Inc., and Ticor Title Insurance
    Company, a subsidiary of Fidelity National Financial, Inc.(3)99
.12

National Master Services Agreement dated as of November 1,
    2006 between Property Insight LLC, a subsidiary of Fidelity
    National Financial, Inc., and LSI Title Insurance Company,
    a subsidiary of Lender Processing Services, Inc.(3)99
.12

Flood Zone Determination Agreement dated as of September 1,
    2006 between FNIS Flood Services, L.P., through its LSI Flood
    Services division, a subsidiary of Lender Processing Services,
    Inc., and Fidelity National Insurance Services, a subsidiary of
    Fidelity National Financial, Inc.(3)99
.12

Title Production Services Agreement dated as of
    June 5, 2007 between Property Insight LLC, a subsidiary of
    Fidelity National Financial, Inc., and Fidelity National Default
    Solutions, Inc., a subsidiary of Lender Processing Services,
    Inc.(3)  II-6




---



##### Table of Contents



(1)
    
    Incorporated by reference to the Current Report on
    Form 8-K
    of Lender Processing Services, Inc.
    (File No. 001-34005)
    filed on July 9, 2008(2)
    
    Incorporated by reference to the Registration Statement on
    Form S-8
    of Lender Processing Services, Inc. (File
    No. 333-152177)
    filed on July 8, 2008(3)
    
    Incorporated by reference to the Registration Statement on
    Form 10 of Lender Processing Services, Inc. (File
    No. 001-34005)
    filed on March 27, 2008, as amended(4)
    
    Incorporated by reference to the Current Report on
    Form 8-K
    of Lender Processing Services, Inc.
    (File No. 001-34005)
    filed on August 14, 2008(5)
    
    Incorporated by reference to the Registration Statement on
    Form S-1
    of Fidelity National Financial, Inc. (File
    No. 333-126402)
    filed on September 26, 2005 
  (6)
    
    Previously filed 
  ITEM 22.
    UNDERTAKINGS               
  provided, however
 
 II-7




---



##### Table of Contents



bona fide
 II-8




---



##### Table of Contents



Form S-4
 
 
   
 II-9




---



##### Table of Contents



SIGNATURES
 
   
    By:
    /s/  Jeffrey
    S. Carbiener   Title:
    President and Chief Executive Officer 
   
  
 Signature

Title

Date*Jeffrey
    S. Carbiener

President and Chief Executive
    Officer
    (Principal Executive Officer)

September 5, 2008*Francis
    K. Chan

Executive Vice President and
    Chief Financial Officer
    (Principal Financial and
    Accounting Officer)

September 5, 2008*William
    P. Foley, II

Chairman

September 5, 2008*Marshall
    Haines

Director

September 5, 2008*James
    K. Hunt

Director

September 5, 2008*Lee
    A. Kennedy

Director

September 5, 2008*Daniel
    D. (Ron) Lane

Director

September 5, 2008*Cary
    H. Thompson

Director

September 5, 2008*By:

/s/  Francis
    K.
    ChanFrancis
    K. ChanAttorney-in-fact  
 II-10




---



##### Table of Contents



SIGNATURES
 
   
                                By:
    /s/ Jeffrey S.
    Carbiener    II-11




---



##### Table of Contents



Signature

Title

Date*Jeffrey
    S. Carbiener

Chief Executive Officer
    (Principal Executive Officer)

September 5, 2008*Francis
    K. Chan

Chief Financial Officer
    (Principal Financial and
    Accounting Officer)

September 5, 2008*Todd
    C. Johnson

Director

September 5, 2008*Eric
    D. Swenson

Director

September 5, 2008*By:

/s/  Francis
    K.
    ChanFrancis
    K. ChanAttorney-in-fact  
 II-12




---



##### Table of Contents



SIGNATURES
 
   
            By:
    /s/  Jeffrey
    S. Carbiener   Title:
    Chief Executive Officer 
   
  
 Signature

Title

Date*Jeffrey
    S. Carbiener

Chief Executive Officer
    (Principal Executive Officer)

September 5, 2008*Francis
    K. Chan

Chief Financial Officer
    (Principal Financial and
    Accounting Officer)

September 5, 2008*Jeffrey
    S. Carbiener

Chief Executive Officer of LPS
    Mortgage Processing Solutions, Inc.,
    the Managing Member of the
    above-named companies

September 5, 2008*By:

/s/  Francis
    K. ChanFrancis
    K. ChanAttorney-in-fact  
 II-13




---



##### Table of Contents



SIGNATURES
 
   
      By:
    /s/  Jeffrey
    S. Carbiener   Title:
    Chief Executive Officer 
   
  
 Signature

Title

Date*Jeffrey
    S. Carbiener

Chief Executive Officer
    (Principal Executive Officer)

September 5, 2008*Francis
    K. Chan

Chief Financial Officer
    (Principal Financial and
    Accounting Officer)

September 5, 2008*Jeffrey
    S. Carbiener

Chief Executive Officer of LPS
    Foreclosure Solutions, Inc.,
    the Managing Member of the
    above-named companies

September 5, 2008*By:

/s/  Francis
    K. ChanFrancis
    K. ChanAttorney-in-fact  
 II-14




---



##### Table of Contents



SIGNATURES
 
   
         By:
    /s/  Jeffrey
    S. Carbiener   Title:
    Chief Executive Officer 
   
  
 Signature

Title

Date*Jeffrey
    S. Carbiener

Chief Executive Officer
    (Principal Executive Officer)

September 5, 2008*Francis
    K. Chan

Chief Financial Officer
    (Principal Financial and
    Accounting Officer)

September 5, 2008*Jeffrey
    S. Carbiener

Chief Executive Officer of National
    Residential Nominee Services, Inc.,
    the Manager of the
    above-named companies

September 5, 2008*By:

/s/  Francis
    K.
    ChanFrancis
    K. ChanAttorney-in-fact  
 II-15




---



##### Table of Contents



SIGNATURES
 
   
       By:
    /s/  Jeffrey
    S. Carbiener   Title:
    Chief Executive Officer 
   
  
 Signature

Title

Date*Jeffrey
    S. Carbiener

Chief Executive Officer
    (Principal Executive Officer)

September 5, 2008*Francis
    K. Chan

Chief Financial Officer
    (Principal Financial and
    Accounting Officer)

September 5, 2008*Jeffrey
    S. Carbiener

Chief Executive Officer of LSI Title
    Company, the Managing Member
    of the above-named companies

September 5, 2008*By:

/s/  Francis
    K.
    ChanFrancis
    K. ChanAttorney-in-fact  
 II-16




---



##### Table of Contents



SIGNATURES
 
   
      By:
    /s/  Jeffrey
    S. Carbiener   Title:
    Chief Executive Officer 
   
  
 Signature

Title

Date*Jeffrey
    S. Carbiener

Chief Executive Officer
    (Principal Executive Officer)

September 5, 2008*Francis
    K. Chan

Chief Financial Officer
    (Principal Financial and
    Accounting Officer)

September 5, 2008*Jeffrey
    S. Carbiener

Chief Executive Officer of FNIS Flood
    Group, LLC, the Managing Member
    of the above-named company

September 5, 2008*By:

/s/  Francis
    K.
    ChanFrancis
    K. ChanAttorney-in-fact  
 II-17




---



##### Table of Contents



SIGNATURES
 
   
      By:
    /s/  Jeffrey
    S. Carbiener   Title:
    Chief Executive Officer 
   
  
 Signature

Title

Date*Jeffrey
    S. Carbiener

Chief Executive Officer
    (Principal Executive Officer)

September 5, 2008*Francis
    K. Chan

Chief Financial Officer
    (Principal Financial and
    Accounting Officer)

September 5, 2008*Jeffrey
    S. Carbiener

Chief Executive Officer of LSI Title
    Agency, Inc., the Managing Member
    of the above-named company

September 5, 2008*By:

/s/  Francis
    K.
    ChanFrancis
    K. ChanAttorney-in-fact  
 II-18




---



##### Table of Contents



SIGNATURES
 
   
      By:
    /s/  Jeffrey
    S. Carbiener   Title:
    Chief Executive Officer 
   
  
 Signature

Title

Date*Jeffrey
    S. Carbiener

Chief Executive Officer
    (Principal Executive Officer)

September 5, 2008*Francis
    K. Chan

Chief Financial Officer
    (Principal Financial and
    Accounting Officer)

September 5, 2008*Jeffrey
    S. Carbiener

Chief Executive Officer of Geotrac,
    Inc.,  the Managing Member
    of the above-named company

September 5, 2008*By:

/s/  Francis
    K.
    ChanFrancis
    K. ChanAttorney-in-fact  
 II-19




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##### Table of Contents



SIGNATURES
 
   
       By:
    /s/  Jeffrey
    S. Carbiener   Title:
    Chief Executive Officer 
   
  
 Signature

Title

Date*Jeffrey
    S. Carbiener

Chief Executive Officer
    (Principal Executive Officer)

September 5, 2008*Francis
    K. Chan

Chief Financial Officer
    (Principal Financial and
    Accounting Officer)

September 5, 2008*Todd
    C. Johnson

Manager

September 5, 2008*Eric
    D. Swenson

Manager

September 5, 2008*By:

/s/  Francis
    K.
    ChanFrancis
    K. ChanAttorney-in-fact  
 II-20




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##### Table of Contents



SIGNATURES
 
   
      By:
    /s/  Jeffrey
    S. Carbiener   Title:
    Chief Executive Officer 
   
  
 Signature

Title

Date*Jeffrey
    S. Carbiener

Chief Executive Officer
    (Principal Executive Officer)

September 5, 2008*Francis
    K. Chan

Chief Financial Officer
    (Principal Financial and
    Accounting Officer)

September 5, 2008*Jeffrey
    S. Carbiener

Chief Executive Officer of FNIS Flood
    Group, LLC, the General Partner
    of the above-named partnership

September 5, 2008*Jeffrey
    S. Carbiener

Chief Executive Officer of FNIS Flood
    of California, LLC, the Limited Partner
    of the above-named partnership

September 5, 2008*By:

/s/  Francis
    K.
    ChanFrancis
    K. ChanAttorney-in-fact  
 II-21




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##### Table of Contents



EXHIBIT INDEX  
 ExhibitNumber

Description2
.1

Contribution and Distribution Agreement, dated as of
    June 13, 2008, between Lender Processing Services, Inc. and
    Fidelity National Information Services, Inc.(1)3
.1

Amended and Restated Certificate of Incorporation of Lender
    Processing Services, Inc.(2)3
.2

Amended and Restated Bylaws of Lender Processing Services,
    Inc.(2)3
.3

Amended Certificate of Incorporation of A.S.A.P. Legal
    Publication Services, Inc.(6)3
.4

Amended and Restated Bylaws of A.S.A.P. Legal Publication
    Services, Inc.(6)3
.5

Certificate of Incorporation of Aptitude Solutions, Inc.(6)3
.6

Bylaws of Aptitude Solutions, Inc.(6)3
.7

Certificate of Incorporation of Arizona Sales and Posting,
    Inc.(6)3
.8

Amended and Restated Bylaws of Arizona Sales and Posting, Inc.(6)3
.9

Amended Certificate of Incorporation of Chase Vehicle Exchange,
    Inc.(6)3
.10

Bylaws of Chase Vehicle Exchange, Inc.(6)3
.11

Amended Certificate of Organization of DOCX, LLC(6)3
.12

Amended and Restated Operating Agreement of DOCX, LLC(6)3
.13

Amended Certificate of Incorporation of Espiel, Inc.(6)3
.14

Bylaws of Espiel, Inc.(6)3
.15

Amended Certificate of Incorporation of Fidelity National Loan
    Portfolio Services, Inc.(6)3
.16

Amended Bylaws of Fidelity National Loan Portfolio Services,
    Inc.(6)3
.17

Amended Certificate of Incorporation of Financial Systems
    Integrators, Inc.(6)3
.18

Bylaws of Financial Systems Integrators, Inc.(6)3
.19

Certificate of Formation of FIS Capital Markets, LLC(6)3
.20

Operating Agreement of FIS Capital Markets, LLC(6)3
.21

Amended Certificate of Incorporation of FIS Data Services,
    Inc.(6)3
.22

Amended and Restated Bylaws of FIS Data Services, Inc.(6)3
.23

Amended Certificate of Incorporation of FIS Tax Services, Inc.
    f/k/a Fidelity National Tax Services, Inc.(6)3
.24

Amended and Restated Bylaws of FIS Tax Services, Inc. f/k/a
    Fidelity National Tax Services, Inc.(6)3
.25

Amended Certificate of Organization of FIS Valuation Solutions,
    LLC f/k/a Hansen Quality, LLC(6)3
.26

Operating Agreement of Organization of FIS Valuation Solutions,
    LLC f/k/a Hansen Quality, LLC(6)3
.27

Certificate of Formation of FNIS Flood Group, LLC(6)3
.28

Amended and Restated Operating Agreement of FNIS Flood Group,
    LLC(6)3
.29

Certificate of Formation of FNIS Flood of California, LLC(6)3
.30

Operating Agreement of FNIS Flood of California, LLC(6)3
.31

Certificate of Incorporation of FNIS Intellectual Property
    Holdings, Inc.(6)3
.32

Amended and Restated Bylaws of FNIS Intellectual Property
    Holdings, Inc.(6)3
.33

Certificate of Incorporation of FNIS Services, Inc.(6)3
.34

Amended and Restated Bylaws of FNIS Services, Inc.(6)3
.35

Amended Certificate of Incorporation of Geotrac, Inc.(6)3
.36

Amended and Restated Bylaws of Geotrac, Inc.(6)3
.37

Certificate of Organization of Indiana Residential Nominee
    Services, LLC(6)3
.38

Amended Amended and Restated Operating Agreement of Indiana
    Residential Nominee Services, LLC(6)3
.39

Amended Certificate of Incorporation of Investment Property
    Exchange Services, Inc.(6)3
.40

Bylaws of Investment Property Exchange Services, Inc.(6)3
.41

Amended Certificate of Incorporation of Lenders Service
    Title Agency, Inc.(6)




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##### Table of Contents



ExhibitNumber

Description3
.42

Amended and Restated Bylaws of Lenders Service
    Title Agency, Inc.(6)3
.43

Amended Certificate of Incorporation of LPS Agency Sales and
    Posting, Inc.(6)3
.44

Amended and Restated Bylaws of LPS Agency Sales and Posting,
    Inc.(6)3
.45

Amended Certificate of Incorporation of LPS Asset Management
    Solutions, Inc.(6)3
.46

Amended and Restated Bylaws of LPS Asset Management Solutions,
    Inc.(6)3
.47

Amended Certificate of Incorporation of LPS Field Services,
    Inc.(6)3
.48

Amended and Restated Bylaws of LPS Field Services, Inc.(6)3
.49

Amended Certificate of Incorporation of LPS Foreclosure
    Solutions, Inc.(6)3
.50

Amended and Restated Bylaws of LPS Foreclosure Solutions, Inc.(6)3
.51

Certificate of Formation of LPS IP Holding Company, LLC(6)3
.52

Operating Agreement of LPS IP Holding Company, LLC(6)3
.53

Certificate of Formation of LPS Management, LLC(6)3
.54

Operating Agreement of LPS Management, LLC(6)3
.55

Amended Certificate of Incorporation of LPS Mortgage Processing
    Solutions, Inc.(6)3
.56

Bylaws of LPS Mortgage Processing Solutions, Inc.(6)3
.57

Amended Certificate of Limited Partnership of LPS National
    Flood, LP(6)3
.58

Limited Partnership Agreement of LPS National Flood, LP(6)3
.59

Amended Certificate of Formation of LPS Portfolio Solutions,
    LLC(6)3
.60

Operating Agreement of LPS Portfolio Solutions, LLC(6)3
.61

Certificate of Incorporation of LRT Record Services, Inc.(6)3
.62

Amended and Restated Bylaws of LRT Record Services, Inc.(6)3
.63

Certificate of Organization of LSI Alabama, LLC(6)3
.64

Amended Operating Agreement of LSI Alabama, LLC(6)3
.65

Certificate of Formation of LSI Appraisal, LLC(6)3
.66

Amended and Restated Operating Agreement of LSI Appraisal, LLC(6)3
.67

Certificate of Incorporation of LSI Maryland, Inc.(6)3
.68

Amended and Restated Bylaws of LSI Maryland, Inc.(6)3
.69

Certificate of Incorporation of LSI Title Agency, Inc.(6)3
.70

Amended and Restated Bylaws of LSI Title Agency, Inc.(6)3
.71

Amended Amended and Restated Certificate of Incorporation of LSI
    Title Company(6)3
.72

Amended and Restated Bylaws of LSI Title Company(6)3
.73

Certificate of Organization of LSI Title Company of Oregon,
    LLC(6)3
.74

Operating Agreement of LSI Title Company of Oregon, LLC(6)3
.75

Certificate of Incorporation of LSI Title Insurance Agency
    of Utah, Inc.(6)3
.76

Bylaws of LSI Title Insurance Agency of Utah, Inc.(6)3
.77

Amended Certificate of Organization of Maine Residential Nominee
    Services, LLC(6)3
.78

Amended and Restated Operating Agreement of Maine Residential
    Nominee Services, LLC(6)3
.79

Amended Certificate of Organization of Massachusetts Residential
    Nominee Services, LLC(6)3
.80

Amended and Restated Operating Agreement of Massachusetts
    Residential Nominee Services, LLC(6)3
.81

Certificate of Organization of McDash Analytics, LLC(6)3
.82

Amended and Restated Operating Agreement of McDash Analytics,
    LLC(6)3
.83

Certificate of Incorporation of National Residential Nominee
    Services, Inc.(6)3
.84

Bylaws of National Residential Nominee Services, Inc.(6)3
.85

Certificate of Incorporation of National Safe Harbor Exchanges(6)3
.86

Bylaws of National Safe Harbor Exchanges(6)




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##### Table of Contents



ExhibitNumber

Description3
.87

Certificate of Organization of NewInvoice, LLC(6)3
.88

Amended and Restated Operating Agreement of NewInvoice, LLC(6)3
.89

Certificate of Organization of OnePointCity, LLC(6)3
.90

Operating Agreement of OnePointCity, LLC(6)3
.91

Certificate of Formation of SoftPro, LLC(6)3
.92

Operating Agreement of SoftPro, LLC(6)3
.93

Certificate of Incorporation of Strategic Property Investments,
    Inc.(6)3
.94

Bylaws of Strategic Property Investments, Inc.(6)3
.95

Amended Certificate of Organization of Vermont Residential
    Nominee Services, LLC(6)3
.96

Amended and Restated Operating Agreement of Vermont Residential
    Nominee Services, LLC(6)4
.1

Indenture, dated as of July 2, 2008, among Lender
    Processing Services, Inc., the guarantors parties thereto and
    U.S. Bank National Association, Corporate Trust Services,
    as Trustee(2)4
.2

Registration Rights Agreement, dated July 2, 2008, among
    Lender Processing Services, Inc., the guarantors parties thereto
    and J.P. Morgan Securities Inc., Banc of America Securities
    LLC and Wachovia Capital Markets, LLC, as representatives of the
    several initial purchasers(2)4
.3

Form of 8.125% Senior Note Due 2016(6)5
.1

Opinion of Dewey & LeBoeuf LLP(6)10
.1

Tax Disaffiliation Agreement, dated as of July 2, 2008,
    between Lender Processing Services, Inc. and Fidelity National
    Information Services, Inc.(1)10
.2

Form of Employee Matters Agreement(3)10
.3

Corporate and Transitional Services Agreement, dated as of
    July 2, 2008, between Lender Processing Services, Inc. and
    Fidelity National Information Services, Inc.(1)10
.4

Corporate and Transitional Services Agreement, dated as of
    July 2, 2008, between Lender Processing Services, Inc. and
    Fidelity National Financial, Inc.(1)10
.5

Credit Agreement, dated as of July 2, 2008, among Lender
    Processing Services, Inc., the lenders parties thereto from time
    to time and JPMorgan Chase Bank, N.A., as Administrative Agent,
    Swing Line Lender and L/C Issuer(2)10
.6

Lender Processing Services, Inc. Annual Incentive Plan(1)10
.7

Lender Processing Services, Inc. 2008 Omnibus Incentive Plan(1)10
.8

Lender Processing Services, Inc. Employee Stock Purchase Plan(1)10
.9

Lender Processing Services, Inc. Deferred Compensation Plan(1)10
.10

Lender Processing Services, Inc. Executive Life and Supplemental
    Retirement Benefit Plan(1)10
.11

Lender Processing Services, Inc. Special Supplemental Executive
    Retirement Plan(1)10
.12

Form of Notice of Restricted Stock Grant and Restricted Stock
    Award Agreement under Lender Processing Services, Inc. 2008
    Omnibus Incentive Plan(4)10
.13

Form of Notice of Stock Option Grant and Stock Option Agreement
    under Lender Processing Services, Inc. 2008 Omnibus Incentive
    Plan(4)10
.14

Employment Agreement dated August 8, 2008 between Lender
    Processing Services, Inc. and Jeffrey S. Carbiener(4)10
.15

Employment Agreement dated August 8, 2008 between Lender
    Processing Services, Inc. and Francis K. Chan(4)10
.16

Employment Agreement dated August 8, 2008 between Lender
    Processing Services, Inc. and Daniel T. Scheuble(4)10
.17

Employment Agreement dated August 8, 2008 between Lender
    Processing Services, Inc. and 
    Eric D. Swenson(4)12
.1

Statement of Computation of Ratio of Earnings to Fixed Charges(6)21
.1

Subsidiaries of Lender Processing Services, Inc.(6)23
.1

Consent of KPMG LLP, Independent Registered Public Accounting
    Firm(6)




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##### Table of Contents



ExhibitNumber

Description23
.2

Consent of Counsel (included in Exhibit 5.1)(6)24
.1

Powers of Attorney of certain officers and directors of Lender
    Processing Services, Inc. (included on the signature pages to
    the Registration Statement)(6)25
.1

Form T-1,
    Statement of Eligibility under the Trust Indenture Act of
    1939 of U.S. Bank National Association, Corporate
    Trust Services, as trustee(6)99
.1

Form of Letter of Transmittal and Consent(6)99
.2

Form of Notice of Guaranteed Delivery(6)99
.3

Form of Instructions to Registered Holder and/or Book Entry
    Transfer Participant from Beneficial Owner(6)99
.4

Exchange Agreement, dated as of June 18, 2008, among
    Fidelity National Information Services, Inc., JPMorgan Chase
    Bank, N.A., Bank of America, N.A., Wachovia Bank, National
    Association, J.P. Morgan Securities Inc., Banc of America
    Securities LLC, Wachovia Capital Markets, LLC and, solely with
    respect to certain sections thereof, Lender Processing Services,
    Inc.(1)99
.5

Reverse Corporate and Transitional Services Agreement, dated as
    of July 2, 2008, between Lender Processing Services, Inc.
    and Fidelity National Information Services, Inc.(1)99
.6

Aircraft Interchange Agreement, dated as of July 2, 2008,
    among Fidelity National Financial, Inc., Fidelity National
    Information Services, Inc. and Lender Processing Services,
    Inc.(1)99
.7

Lease Agreement, dated as of June 13, 2008, between Lender
    Processing Services, Inc., as landlord, and Fidelity National
    Information Services, Inc., as tenant(1)99
.8

Master Information Technology and Application Development
    Services Agreement, dated as of July 2, 2008, between
    Lender Processing Services, Inc. and Fidelity National
    Financial, Inc.(1)99
.9

Property Management Agreement, dated as of June 13, 2008,
    between Lender Processing Services, Inc., as property manager,
    and Fidelity National Financial, Inc., as property owner(1)99
.10

Lease Agreement, dated as of June 13, 2008, between Lender
    Processing Services, Inc., as landlord, and Fidelity National
    Financial, Inc., as tenant(1)99
.11

Sublease Agreement, dated as of June 13, 2008, between
    Fidelity National Financial, Inc., as sublessor, and Lender
    Processing Services, Inc., as sublessee(1)99
.12

Software License Agreement dated as of June 1, 2006 between
    Fidelity National Financial, Inc. (f/k/a Fidelity National
    Title Group, Inc.) and Fidelity Information Services, Inc.,
    and its SoftPro division, as assigned to SoftPro, LLC, a
    subsidiary of Lender Processing Services, Inc.(3)99
.13

Amended and Restated eLender Services Agreement dated as of
    March 4, 2005 among Fidelity National Financial, Inc.
    (f/k/a Fidelity National Title Group, Inc.) and Rocky
    Mountain Support Services, Inc., a subsidiary of Fidelity
    National Financial, Inc., on the one hand, and LSI
    Title Company, a subsidiary of Lender Processing Services,
    Inc., and Fidelity National Information Services, LLC, as
    assigned to Lender Processing Services, Inc., on the other
    hand.(3)99
.14

Issuing Agency Contract dated as of July 22, 2004 between
    Chicago Title Insurance Company, a subsidiary of Fidelity
    National Financial, Inc., and LSI Title Company, a
    subsidiary of Lender Processing Services, Inc.(5)99
.15

Issuing Agency Contract dated as of July 22, 2004 between
    Chicago Title Insurance Company, a subsidiary of Fidelity
    National Financial, Inc., and LSI Title Agency, Inc., a
    subsidiary of Lender Processing Services, Inc.(5)99
.16

Issuing Agency Contract dated as of July 22, 2004 between
    Chicago Title Insurance Company, a subsidiary of Fidelity
    National Financial, Inc., and Lenders Service
    Title Agency, Inc., a subsidiary of Lender Processing
    Services, Inc.(5)99
.17

Issuing Agency Contract dated as of August 9, 2004 between
    Chicago Title Insurance Company, a subsidiary of Fidelity
    National Financial, Inc., and LSI Alabama, LLC, a subsidiary of
    Lender Processing Services, Inc.(5)99
.18

Issuing Agency Contract dated as of February 8, 2005
    between Chicago Title Insurance Company, a subsidiary of
    Fidelity National Financial, Inc., and LSI Title Company of
    Oregon, LLC, a subsidiary of Lender Processing Services, Inc.(5)




---



##### Table of Contents



ExhibitNumber

Description99
.19

Issuing Agency Contract dated as of August 22, 2006 between
    Chicago Title Insurance Company, a subsidiary of Fidelity
    National Financial, Inc., and LSI Title Insurance Agency of
    Utah, Inc., a subsidiary of Lender Processing Services, Inc.(3)99
.20

Issuing Agency Contract dated as of September 28, 2004
    between Fidelity National Title Insurance Company, a
    subsidiary of Fidelity National Financial, Inc., and LSI
    Title Company, a subsidiary of Lender Processing Services,
    Inc.(5)99
.21

Issuing Agency Contract dated as of September 28, 2004
    between Fidelity National Title Insurance Company, a
    subsidiary of Fidelity National Financial, Inc., and LSI
    Title Agency, Inc., a subsidiary of Lender Processing
    Services, Inc.(5)99
.22

Issuing Agency Contract dated as of September 28, 2004
    between Fidelity National Title Insurance Company, a
    subsidiary of Fidelity National Financial, Inc., and
    Lenders Service Title Agency, Inc., a subsidiary of
    Lender Processing Services, Inc.(5)99
.23

Issuing Agency Contract dated as of September 28, 2004
    between Fidelity National Title Insurance Company, a
    subsidiary of Fidelity National Financial, Inc., and LSI
    Alabama, LLC, a subsidiary of Lender Processing Services, Inc.(5)99
.24

Issuing Agency Contract dated as of February 24, 2005
    between Fidelity National Title Insurance Company, a
    subsidiary of Fidelity National Financial, Inc., and LSI
    Title Company of Oregon, LLC, a subsidiary of Lender
    Processing Services, Inc.(5)99
.12

Issuing Agency Contract dated as of August 28, 2006 between
    Fidelity National Title Insurance Company, a subsidiary of
    Fidelity National Financial, Inc., and LSI Title Insurance
    Agency of Utah, Inc., a subsidiary of Lender Processing
    Services, Inc.(3)99
.12

Tax Service Agreement dated as of June 20, 2005 between FIS
    Tax Service, Inc., a subsidiary of Lender Processing Services,
    Inc., and Chicago Title Insurance Company, a subsidiary of
    Fidelity National Financial, Inc. (together with a schedule
    describing other substantially identical Tax Service Agreements
    dated various dates from 2002 to 2006 between FIS Tax Service,
    Inc. and various title insurance subsidiaries of Fidelity
    National Financial, Inc.)(3)99
.12

Flood Zone Determination Agreement dated as of December 28,
    2004 between FNIS Flood Services, L.P., a subsidiary of Lender
    Processing Services, Inc., and Ticor Title Insurance
    Company, a subsidiary of Fidelity National Financial, Inc.(3)99
.12

National Master Services Agreement dated as of November 1,
    2006 between Property Insight LLC, a subsidiary of Fidelity
    National Financial, Inc., and LSI Title Insurance Company,
    a subsidiary of Lender Processing Services, Inc.(3)99
.12

Flood Zone Determination Agreement dated as of September 1,
    2006 between FNIS Flood Services, L.P., through its LSI Flood
    Services division, a subsidiary of Lender Processing Services,
    Inc., and Fidelity National Insurance Services, a subsidiary of
    Fidelity National Financial, Inc.(3)99
.12

Title Production Services Agreement dated as of
    June 5, 2007 between Property Insight LLC, a subsidiary of
    Fidelity National Financial, Inc., and Fidelity National Default
    Solutions, Inc., a subsidiary of Lender Processing Services,
    Inc.(3)     (1)
    
    Incorporated by reference to the Current Report on
    Form 8-K
    of Lender Processing Services, Inc.
    (File No. 001-34005)
    filed on July 9, 2008(2)
    
    Incorporated by reference to the Registration Statement on
    Form S-8
    of Lender Processing Services, Inc. (File
    No. 333-152177)
    filed on July 8, 2008(3)
    
    Incorporated by reference to the Registration Statement on
    Form 10 of Lender Processing Services, Inc. (File
    No. 001-34005)
    filed on March 27, 2008, as amended(4)
    
    Incorporated by reference to the Current Report on
    Form 8-K
    of Lender Processing Services, Inc.
    (File No. 001-34005)
    filed on August 14, 2008(5)
    
    Incorporated by reference to the Registration Statement on
    Form S-1
    of Fidelity National Financial, Inc. (File
    No. 333-126402)
    filed on September 26, 2005 
  (6)
    
    Previously filed