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SECURITIES AND EXCHANGE COMMISSION

Form 10-K

Commission File No. 0-20312

Fidelity National Information Solutions, Inc.

Securities registered pursuant to Section 12(b) of the Act:

Securities Registered Pursuant to Section 12(g) of the Act:

      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes þ          No o

      Indicate by check mark whether the registrant is an accelerate filer (as defined in Rule 12b-2 of the Act).     Yes þ          No o

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this Form 10-K.     No þ

      As of March 10, 2003, 39,612,056 shares of Common Stock ($.001 par value) were outstanding.

      The aggregate market value of the shares of the Common Stock held by non-affiliates of the registrant on June 30, 2002 was $131,084,352.

      The information in Part III hereof is incorporated herein by reference to the registrant’s Proxy Statement on Schedule 14A for the fiscal year ended December 31, 2002, to be filed within 120 days after the close of the fiscal year that is the subject of this Report.

      The index to exhibits is contained in Part IV herein on Page 68.

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FORM 10-K

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PART I

      In this Annual Report on Form 10-K, “FNIS,” the “Company,” “we,” “our” and “us” refer to Fidelity National Information Solutions, Inc. and its consolidated subsidiaries (unless the context otherwise requires).

      Through this Annual Report on Form 10-K, references to “dollars” and “$” are to United States dollars.

General

      We provide data, technology solutions and services needed by lenders and real estate professionals. We are the only national provider whose offerings span the entire home purchase and ownership life cycle, from contact through closing, refinancing and resale. The products and services we provide enable our customers to use information to improve their business decision-making processes and to effectively manage existing and prospective customer relationships. Our product and service offerings include a full spectrum of technology solutions, electronic partner networks, loan origination systems, real estate tax services, credit reporting services, flood compliance services, and automated valuation and appraisal services. Additionally, we are the nation’s largest data and service provider to the Multiple Listing Service (“MLS”) systems industry. Our data, web services, MLS systems, and productivity and management software serve more than 50% of the nation’s Realtors®.

      We are a majority-owned subsidiary of Fidelity National Financial, Inc. (NYSE: FNF — “Fidelity”). As of December 31, 2002, Fidelity held approximately 66% of our outstanding common stock. We provide services to Fidelity to support its title and escrow functions and the revenue from providing such services accounted for approximately 31% of our revenues in 2002.

      Fidelity is the nation’s largest title insurance and diversified real estate-related services company. Fidelity’s title insurance underwriters — Fidelity National Title, Chicago Title, Ticor Title, Security Union Title and Alamo Title — together issue approximately 29 percent of all title insurance policies issued nationally in 2001. Fidelity provides title insurance in 49 states, the District of Columbia, Guam, Puerto Rico, and the U.S. Virgin Islands and in Canada and Mexico.

      Our principal executive offices are located at 4050 Calle Real, Santa Barbara, California and our telephone number is (805) 696-7000.

      Our website address is www.fnis.com. Electronic copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K are available free of charge by visiting the “Investor Info” section of our website. These reports are posted as soon as reasonably practicable after they are electronically filed with the Securities and Exchange Commission. In addition, print copies may be obtained free of charge by contacting Investor Relations at our executive office location or by phone at (805) 696-7218.

Company Formation

      We were formerly Vista Information Solutions, Inc. (“Vista”), a publicly traded company. Our primary business was to provide software solutions to the real estate industry, including hosting MLS applications.

      On August 1, 2001, pursuant to an Agreement and Plan of Reorganization and Merger dated April 12, 2001, we acquired one wholly-owned subsidiary of Fidelity and three wholly-owned subsidiaries of Chicago Title and Trust Company (“Chicago Title”), which is 100% owned by Fidelity. At the same time, Fidelity transferred to us 80% of the issued and outstanding stock of Fidelity National Tax Service, Inc. (“Tax”). The subsidiary of Fidelity we acquired was International Data Management Corporation (“IDM”), which had been acquired by Fidelity in January 2001 (together with Tax, the “Fidelity Subsidiaries”). The subsidiaries of Chicago Title we acquired were Market Intelligence, Inc. (“MI”), Fidelity National Credit Service, Inc. (“Credit”), and Fidelity National Flood, Inc. (“Flood”) (collectively, the “Chicago Subsidiaries”).

      In consideration for these transactions, we transferred to Fidelity and Chicago Title 5,507,671 and 11,703,801 shares of our common stock, respectively. Collectively, these shares then constituted approximately

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Acquisitions/ Dispositions

      Since our formation on August 1, 2001, we have made numerous strategic acquisitions designed to expand the range and depth of the product and service offerings to our customers. The acquisitions made by us in furtherance of our strategy were:

      Micro General Corporation Acquisition. On April 29, 2002, we announced a tender offer for all of the outstanding shares of Micro General Corporation (“MGEN”), a majority-owned subsidiary of Fidelity, whereby each share of MGEN common stock would be exchanged for shares of our common stock. We received over 90% of the outstanding MGEN shares in response to this offer, which was closed on July 9, 2002. Also on July 9, 2002, we acquired the remaining outstanding stock of MGEN through a short-form merger. As a result of the tender offer and subsequent short-form merger MGEN became our wholly-owned subsidiary. The tender offer and merger were based on a fixed exchange ratio of .696 shares of our common stock for each share of MGEN common stock. As a result, we issued 12,895,721 new shares of our common stock to acquire MGEN.

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      Prior to the merger, Fidelity held a controlling interest in both MGEN and FNIS. Our acquisition of the non-controlling equity interest of MGEN (48.4%) was accounted for under the purchase method of accounting in accordance with Statement of Financial Accounting Standards No. 141, Business Combinations. The total purchase price of the minority interest was $153.2 million and we recorded goodwill of approximately $128.0 million. Our acquisition of Fidelity’s interest in MGEN (51.6%) is not considered a business combination because MGEN and FNIS were entities under common control of Fidelity. Therefore, we recorded this transaction in a manner similar to a pooling-of-interests method of accounting. As required by generally accepted accounting principles in the U.S., all amounts contained herein have been prepared as if the transaction took place on the first day of the periods presented. SoftPro Corporation (“SoftPro”) and RealEC Technologies (“RealEC”) were acquired by MGEN in 2001. Their results were included in our results of operations since the acquisition dates by MGEN as a result of the pooling-of-interests accounting treatment of the MGEN acquisition.

      In addition, subsequent to the merger of MGEN, Fidelity exercised its option to convert a $5.3 million convertible note from MGEN into 403,120 shares of our common stock.

      Fidelity’s ownership of our outstanding stock decreased from approximately 80% as of December 31, 2001 to approximately 66% as of December 31, 2002. The decrease resulted from the above transactions plus the effect of shares we issued during 2002 in connection with the exercise of stock options and warrants, and for employee benefit plans.

      Other Transactions. On March 25, 2002, we sold our Environmental Risk Management Solutions business for $15.5 million in cash. The services provided by this division were primarily used by commercial lenders and the engineering community, neither of which are prime markets for our organization. Proceeds from the sale were used to repay the $12.6 million balance then outstanding under our revolving credit agreement with Fidelity. The remaining proceeds of $2.9 million were added to general working capital.

      Also on December 31, 2002, we completed a strategic, multi-year outsourcing and software application services agreement with HomeServices of America (“HomeServices”), a residential real estate company and a Berkshire Hathaway affiliate. We acquired the TRIO® software and certain other assets from HomeServices for a purchase price of $2.0 million in cash, payable 50% upon closing and 50% upon attainment of certain requirements under the agreement. We intend to enhance the features and functionality of the software with our broker and agent software and services suite. This alliance represents our initial relationship with more than 14,000 agents in the HomeServices network and we believe it will create many more opportunities for us to provide valuable data and technology solutions to the HomeServices family of brokerages.

Strategy

      We intend to be the leading provider of an integrated suite of technology tools to the real estate and lending industries. These tools include technical and consulting professional services that are designed to manage our customers’ transactions from contact to close. We believe these tools will enable our customers to take time and cost out of the real estate transaction process and operate more efficiently and competitively. To accomplish our objective we need to:

	•	Capture real estate professionals’ and mortgage lenders’ computer desktops and leverage this common technology to provide integrated access to data, solutions and services that will help to increase their efficiency, minimize risk and reduce transaction costs through a single desktop platform.
	•	Continue to leverage our relationship with Fidelity. We believe our close relationship with Fidelity and access to its large customer base will help us continue to develop and expand our business.
	•	Continue to increase our influence with MLS boards and associations, industry consultants, others selling professional services, and lenders focused on providing services into the residential real estate transaction.
	•	Pursue new revenue opportunities and integrate the broker and agent platform with Fidelity and other companies who desire to sell products and services into the residential real estate channel, and to build products using public data to provide value added technical, analytical, and transaction related data products to our clients.

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	•	In conjunction with Fidelity, provide a comprehensive, integrated suite of products and services that enable real estate transaction participants, including real estate professionals, mortgage lenders, loan servicers and subservicers, default managers, title insurance providers, escrow companies and secondary market investors, to streamline their production processes, operate more profitable businesses and enhance their customers’ experiences.
	•	Satisfy our customers’ needs with new products that combine multiple aspects of our data and services and offer information available for decision making; pursue bundled subscription sales to package and sell our suite of data information to new and existing customers, providing them with an alternative to transaction based sales and increasing the proportion of our revenues that are derived from term contracts.
	•	Expand our business through strategic acquisitions and alliances because we believe opportunities exist in the fragmented real estate and financial information technology services market. We believe the acquisitions of one or more complementary businesses, products, product rights or technologies will enable us to expand our product offerings and increase market share.

Overview of Real Estate Transaction Process

      Real estate transactions and mortgage underwriting are complex processes requiring a myriad of data collected and analyzed from many disparate sources. The four cycles of real estate transactions are:

	•	Sales
	•	Lending
	•	Settlement
	•	Secondary Market

      The four cycles refer to the start-to-finish process of a real estate transaction. The first cycle is Sales, beginning with the decision to list a home for sale and ending when a buyer has been identified and definite purchase and sale terms have been agreed upon. This begins the second cycle, Lending, which is the buyer’s search for financing for the transaction, although many buyers today begin this cycle prior to the end of the sales cycle. When financing has been obtained, the third cycle is the closing, or Settlement, wherein title and funds are exchanged. The final cycle, which is largely invisible to homebuyers and sellers, is the Secondary Market for mortgages. Loan originators rarely retain loans on their books, choosing instead to sell these loans to investors, or “package” a large number of loans and sell interests in these packages to investors in a process known as “securitization”. The sales or securitization of consumer mortgages diversifies the risk of holding a mortgage portfolio and enables lenders to offer lower rates. Since the originator then makes money from the fees associated with underwriting the loan rather than the stream of interest payments, process efficiency becomes the key to profitability. If our customers can process more transactions in less time, they can make better business decisions and obtain better pricing through more complete and accurate data and reduce their loan loss risk.

      We have data, technology solutions and services that address each of these four cycles of real estate transactions with the goal of managing the work and data flow from start to finish while significantly reducing the time and cost involved in the real estate transaction process. The following table illustrates information regarding our revenues generated from each of these four cycles for the year ended December 31, 2002:

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Business Segments

      Our company is organized into three segments for management and financial reporting purposes: Data, Solutions and Services. The results of these segments for the three years ended December 31, 2002 are included in the accompanying Consolidated Financial Statements, and discussed in our Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of this document.

Data

      General. The Data segment includes information regarding both real estate and consumers that can be aggregated, rendered, repurposed or repackaged to meet the specific business needs of our customers. This segment consists of five primary product lines: real estate tax services, flood certification, credit reporting, property valuation services and property records.

      Real Estate Tax Services. We advise lending and mortgage related institutions throughout the United States of the status of property tax payments that are due on properties securing their loans during the loan origination process and over the life of the loan. We protect lenders against losses from failing to monitor delinquent taxes.

      Many residential loan investors and primary mortgage insurers require that servicers of loans that do not meet certain loan-to-value ratio requirements maintain escrow accounts into which borrowers must deposit monthly payments against pending property tax obligations. The servicer then pays the taxes on or before the due date. In order to properly manage these escrow accounts and ensure that the taxes are timely paid, residential loan servicers utilize property tax monitoring services. In addition, property tax service companies can help lenders monitor borrowers to ensure that their real estate taxes are paid on a timely basis even if an escrow account is not a requirement of the loan. Our real property tax services business line provides these property tax services and tax data to financial institutions. We obtain property tax data from county property recording offices, and format the data so that it can be processed by a financial institution customer’s automated loan servicing system. Using an automated escrow reporting and payment system, a financial institution can make timely payment of property taxes on those loans for which the institution is required to provide property tax escrow accounts. We also have an automated system that allows an institution to significantly reduce the time and costs associated with the manual processing of tax payments.

      In addition to performing one-time checks on the tax status of a property, we also offer lenders a monitoring product that will notify them of any change in status for as long as that loan is outstanding. The cost is only moderately more than the one-time check, and is paid by the borrower, so most lenders select this product. In most cases, the notification of a change is handled in an automated fashion by the same system that generated the report previously, so the incremental cost to us is minimal.

      Flood Zone Determination. Federal laws require a flood certification before a mortgage loan can be closed. We offer the required flood zone determination reports to mortgage lenders nationwide.

      Congress passed the Flood Disaster Protection Act of 1973 and the National Flood Insurance Reform Act of 1994 in response to catastrophic losses suffered in the wake of major flooding disasters. Under these laws and the related regulations, all federally-insured or regulated lenders must:

	•	determine whether or not a structure on the property offered as security for a loan is or will be located in a special flood hazard area;
	•	document the method of determining flood hazard status;
	•	require that flood insurance to the appropriate dollar limit is obtained; and
	•	during the term of the loan, ensure that flood insurance is maintained or added if the lender becomes aware that the property involved subsequently becomes part of a special flood hazard area.

      In response to this legislation, affected lenders must either provide these services in connection with their loan origination and servicing activities or outsource these required services to third parties. To help financial

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      At the time of loan origination, the lender or loan broker requests a determination from us as to whether a particular address is located in a special flood hazard area. We process this request through a proprietary automated system that accesses and interprets Federal Emergency Management Agency, or FEMA, flood maps, then certifies the status of the property to the lender or loan broker. The certification is provided on a “real-time” basis through the internet or a computer desktop application.

      In addition to the two main flood-related services, we offer other real estate information services to lenders, such as providing disclosures enabling mortgage originators to comply with the Home Mortgage Disclosure Act and census tract data and performing loan portfolio reviews for flood zone regulatory compliance.

      Our life-of-loan flood zone determination contract monitors certificates for any changes, such as FEMA flood map revisions. This monitoring service is designed to enable financial institutions to comply with the federal regulations mandating life-of-loan flood zone monitoring.

      Credit Reporting. We provide credit information reports to mortgage lenders nationwide to help make loan decisions, as well as a variety of related products to meet the needs of the mortgage industry.

      Consumer credit information is critical to the mortgage lending industry because a lender’s decision to make a loan is often based upon a consumer’s credit history. In evaluating the credit quality of a borrower, the loan originator uses the credit risk score of that borrower. The credit risk score is a statistical credit score generated by models developed by a third party and made available to mortgage lenders through three national credit bureaus. The models are derived by analyzing data on consumers in order to establish patterns that are believed to be indicative of the borrower’s probability of defaulting on a loan. The credit risk score is based on a borrower’s historical credit data, including payment history, delinquencies on accounts, levels of outstanding indebtedness, length of credit history, types of credit and bankruptcy experience. The extent to which a lender will rely on credit information and seek to verify the information from a credit report depends upon the lender’s risk tolerance and the nature of the loan product.

      Our credit service business provides credit reporting services to commercial banks, mortgage companies and consumer lenders. Our products include a merged credit report that contains credit history data on individual or joint credit applicants acquired from the combined databases of three credit bureaus (Experian, Trans Union and Equifax) for national coverage. We consolidate and organize information from these credit bureaus and deliver a concise report to our customer. We also offer a residential mortgage credit report that meets the guidelines of Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, Federal Housing Administration and Veterans Administration. Additionally, we offer products that provide credit information on individuals with little or no credit history and credit information with respect to self-employed borrowers.

      In the fourth quarter of 2002, we introduced a new product called QuadMerge™ Value which bundles our proprietary QuadMerge™ Report, offering combined data from the three consumer credit repositories with public record information derived from our proprietary property database, the 4th Repository™. The 4th Repository™ provides instantaneous subject property ownership records, a legal description to ensure the accuracy of loan application data and title information, and comprehensive public record information on property, ownership, sales and mortgage records for more than 150 million properties. QuadMerge™ Value also features an automated valuation sourced from our proprietary ValueSure™ Automated Valuation Model (“AVM”), in conjunction with a confidence level score indicating the quantity and quality of data used to render the property value. A “high or low” value range, enabling customers to assess valuation data using best and worst-case scenarios, also accompanies each confidence score.

      Property Valuation Services. We provide detailed real estate property evaluation and collateral valuation services to lending institutions utilizing artificial intelligence software, detailed real estate statistical analysis and physical property inspections.

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      Assessing the value of the real property that will secure a loan is one of the key components of a mortgage lending decision. Loan servicers routinely re-evaluate loans and loan portfolios to manage risk and loss due to loan defaults. In addition, property valuation services are used by investors to assess the value of a loan portfolio in connection with the sale or securitization of mortgages and other secondary market transactions. Historically, lenders and investors required a comprehensive property appraisal as part of their loan origination requirements or mortgage investment decisions. Such appraisals traditionally involved labor-intensive inspections of the real property in question and of comparable properties in the same and similar neighborhoods. These types of appraisals typically take weeks to complete.

      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. Depending on the nature of the loan and the amount of reliable information available about a property, a lender may not require a full appraisal. For example, a lender may not require that a full appraisal be conducted for a second mortgage. Our residential real property valuation business offers its customers a broad range of services that allow them to match their risk of loss with alternative forms of property evaluations, depending upon their needs and regulatory requirements.

      Our core analytical product ValueSure™ is an automated valuation model, commonly referred to in the industry as an AVM. Our model combines data from public records, resale information on comparable properties, average price appreciation of homes in the same area, and tax-assessed values to estimate a value for the subject property.

      In the third quarter of 2002 we introduced a unique patent-pending valuation platform, Collateral Valuation Insurance (“CVI”), which is the first traditional appraisal replacement that combines automated estimates of value with a physical inspection of the property and valuation insurance. While AVMs have been used extensively in home equity lending and portfolio valuation, their use in the first mortgage segment is significant because FNIS has developed a 100% AVM solution for conforming residential properties in the United States. Additionally, our CVI appraisal typically takes less than four days to complete and retails for approximately 50% of a traditional full appraisal.

      Our other major products include alternative property valuations performed by real estate professionals in conjunction with our automated analytic tools designed to reduce the time and cost associated with traditional appraisals for equity and first mortgage lenders, and BPO’s (Broker Price Opinions) directed at the default servicing and mortgage backed security investor industry.

      To provide these services, we operate one of the largest integrated on-site real estate agent and appraiser networks in the United States with over 30,000 participants.

      Property Records. We provide public records data to the real estate, lending and title insurance communities. Our public records data covers over 1,250 counties encompassing 150 million records in connection with property ownership, mortgage and sales, representing 80% of the total property owners in the United States.

      Official real property records are filed locally in the county in which the related property is located. Many of these local recording offices keep only paper or microfiche records, and few have the ability to provide records in an electronic format. Our real estate information business works with Lexis-Nexis Group, a division of Reed Elsevier, Inc., to build Lexis-Nexis’s nationwide real estate information database, providing the industry with access to these property records in electronic format for a variety of applications. Our real estate information business gathers property records in various formats from county recording offices and contracts with a company located in the Philippines to convert the records into electronic format.

Solutions

      General. Solutions involve developing and supplying business processes and technology that allow customers to improve efficiency, lower costs, reduce risks and better manage and operate their businesses to serve their customers’ needs. Our solutions primarily include Web-based multiple listing systems and a suite of technology products for the real estate service and lending industry.

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      Multiple Listing Services (“MLS”). We are the nation’s largest provider of MLS systems with approximately 50% of the total MLSs in the country.

      Realtors become members of the local MLS organization, which enables them to provide listing information to their clients on available properties and pricing trends. However, most local MLS organizations do not have the technological capacities to manage the systems and provide access efficiently. We develop and host MLS systems for these local MLS organizations, enabling the realtors to search the entire universe of available homes using the buyer’s criteria, thus adding efficiency in the Sales cycle. We have acquired some of the largest service providers in this area over the last couple of years, including Risco and the XMLS Web division of HomeSeekers.com.

      Our Paragon™ and Paragon Offline™ products provide management of MLS property listing data. These systems provide management of data using advanced database technology, access to pre-defined and customized information and access to supplemental information such as special tax zones and school districts. We also provide central hosting of these systems on our networks to provide additional reliability and security.

      Agent Office and Broker Office. We are the second largest provider of web-based and desktop solutions for real estate franchises, brokers, agents and other real estate industry professionals. Agent Office and Broker Office provide a complete technology platform to real estate brokerage offices, enabling them to more efficiently manage transactions, contracts, and client requests. This enables agents to provide better client service and close more deals in shorter amounts of time by eliminating time-consuming tasks.

      TransactionPoint. TransactionPoint^TM is a single transaction order platform that enables real estate professionals to order, confirm and schedule the delivery of multiple real estate-related products and services. It is designed to standardize and streamline the process of managing and closing transactions, and creates a link between real estate professionals, clients and service vendors.

      The RealEC Exchange. The RealEC Exchange is a secure B2B e-commerce exchange for real estate transactions. This electronic partner network facilitates the origination, servicing, and closing of real estate transactions and enables real estate practitioners to significantly enhance their businesses.

      Through this online marketplace, over 800 mortgage-lending institutions can order online, from over 2,000 service providers located across the United States, products and services in connection with loan originations. Lenders and realtors can place orders for products using customized parameters or through our intelligent ordering subsystem, which manages the task of identifying the appropriate product and service provider. Orders are transmitted to vendors of those products and services electronically through the Internet and other private networks. Those service providers can in turn deliver the desired products, such as credit reports, title reports and flood certifications, directly to the requesting company through the RealEC Exchange. Products and services that can be ordered using the RealEC Exchange include title reports and insurance policies, closing and escrow services, appraisal, automated property valuation, flood determination, credit report, property inspections and tax notifications. We charge a fee to vendors that receive and fill orders through the RealEC Exchange. Our fees are based on the type of service being offered. We also charge a per use transaction fee to customers who use our intelligent ordering system.

      RealEC iSelect™ offers order management, status tracking and coordination by intelligently managing vendor selection, product selection and coordinating the flow of the entire real estate transaction process using a software solution and tools that enable online collaboration.

      Empower! On October 29, 2002, we acquired Eastern Financial Systems, Inc. (“Eastern”), a provider of mortgage loan origination software. Eastern’s loan origination software, Empower!, is an application offering connectivity to a wide array of lending industry services. Empower! software is targeted toward the premier lenders in the industry. This software accommodates every aspect of lending from sale through secondary marketing, as well as complete interfacing systems with servicing, flood, appraisal, and title. This software provides us with another tool for facilitating a more efficient real estate process. We can integrate the loan origination platform with our mortgage data products, providing single point access and consistent routing of data. We believe this moves us another step closer to offering more complete data exchange and technical integration between the sales, mortgage lending and settlement service processes of a real estate transaction.

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      SoftPro. SoftPro is our pre-packaged, turnkey software application that provides automation tools and back-office support to independent title agents and attorneys for the management of real estate transaction settlements. SoftPro includes features such as automated generation of closing and title insurance forms, order tracking and management reporting, trust accounting management and reconciliation, title plant indexing, 1099-S IRS magnetic media reporting, advanced amortization calculations and schedules, and custom document design.

      SoftPro SQL, a network-based software application based on SoftPro, enables title and escrow companies to connect hundreds of users in one location, or hundreds of offices around the country, to use the software. SoftPro SQL is designed for use by large title and escrow companies with multi-office location. We charge a one-time license fee per site and a monthly per seat fee for this application.

      SIMON/TEAM and Net Global Solutions (“NGS”). We provide SIMON, an industry leading title workflow, escrow closing and trust accounting software to the real estate services industry. SIMON is a client server-based software system that allows its customers to manage workflow and share data within their organizations. SIMON has processed over $1 trillion in real estate transactions and manages $2 billion in daily balances. Our parent company, Fidelity uses SIMON for its real estate settlement workflow management. Fidelity also uses a legacy system TEAM to manage its Chicago Title offices. In addition to Fidelity, over 150 independent companies use SIMON to manage their escrow closing and trust accounting processes.

      During 2002, substantial development was completed on NGS, a next generation enterprise software solution. Implementation of NGS is expected to begin in March 2003. NGS is being built to operate on a web-based technology platform. This technology platform allows NGS to receive and transmit data over the Internet and to be seamlessly linked with the internal systems of multiple real estate services providers. NGS is being provided only to Fidelity, who holds the technology rights. When NGS is fully implemented, it will replace SIMON and TEAM as the enterprise software solution to Fidelity. We believe that the knowledge and expertise we obtained from developing this web-based technology platform on which NGS is being built will enable us to develop other software applications that further integrate and streamline the real estate transaction settlement process.

Services

      General. Services are designed to add value by combining manual intervention, outsourcing or process improvement with one or more of our data and/or solutions components. They can range considerably in scope, from improving a single process to providing complete outsourcing capabilities. Services can add value by saving customers time and money. These savings or efficiencies can be accomplished in a number of ways, including reducing staffing needs, streamlining paperwork and processes or stabilizing business cycles, all of which can help to drive more revenue to the customer’s bottom line. Our services offerings primarily include the following products.

      Traditional Appraisal Services. We provide full appraisal services to real estate professionals and lenders through a national network of more than 30,000 licensed real estate professionals and appraisers. We do not own these appraisal offices and the appraisers are not our employees. Instead, we generate leads for the appraisers and manage the scheduling and reporting once the process is complete. In return for this service, we in essence buy the appraisal services at a discount and sell them to the consumer at face value. Appraisals are fee-based and pricing varies by region and by property.

      In additional to traditional appraisal services, our products also include Hansen Quality collateral risk assessment scoring for use in the secondary market and at loan origination to grade the quality and confidence associated with collateral value opinions.

      Real Estate Tax Outsourcing Services and Disbursements. We provide complete outsourcing of escrow/impounding services, including escrow line and payee code establishment, escrow account debiting, payment exception processing, production of payment checks and payment remittance services. Tax outsourcing services are negotiated based on required services and portfolio volume.

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      Litigation Support Services. We provide imaging and coding services for major law firms nationwide. High quality offshore legal coding is provided through conversion facilities located in Southern California and the Philippines (Manila). Pricing is project and customer specific.

      Commercial Printing. We provide print and electronic publishing solutions ranging from full service book printing and binding to electronic publication via searchable CDs or the Internet. Pricing varies by project.

Competition

      We compete with a number of companies in certain of our markets and product lines. Some of these companies have substantial resources.

      In the real estate valuation business, the leading competitors include First American Real Estate Services, TransUnion and LSI. Our leading competitors in the tax services industry are Transamerica Tax Service, First American Tax Service, and Lenders Real Estate Tax Service. In the flood services area, we compete with First American Flood Data, TransAmerica Flood, TransUnion Settlement Solutions, and Geotrac. Our credit services face three significant national competitors in the industry: First American Credco, Equifax and Factual Data. Other competitors include small, regional credit service providers.

      Interealty, MarketLinx, and Rapattoni currently compete for the MLS business. In addition certain MLS organizations provide their own MLS services. Our Lexis-Nexis and real estate information businesses compete with the databases maintained by First American Real Estate Information and Dataquick. We also compete with Homestores.com for agent desktop software.

      The market for information technology is intensely competitive and involves aggressive technological development. We believe that the market for companies providing real estate transaction closing solutions consists of only a limited number of companies. Our competitors vary in size and in the scope and breadth of the products they offer. In addition, because many of our potential customers have historically developed real estate transaction closing systems in-house and therefore view their system requirements from a make-versus-buy perspective, we often compete against our potential customers’ in-house capacities.

      In the Services sector, we compete with First American for appraisal business and TransUnion for credit business.

      We do not believe that there is a competitor currently offering the same level of product breadth and scope, market coverage and services that we provide.

Customers

      The majority of our customers fall within three distinct groups:

	•	Mortgage lenders and servicers
	•	Real estate professionals
	•	Title insurance companies (including Fidelity)

      The principal customers for our Data segment are mortgage lenders and originators, residential loan servicers, and other real estate professionals. Our public records services provide data to real estate brokers and agents, MLS associations, lenders and title companies. None of our product lines experience material customer concentration.

      Our customers for the Solution segment range from major financial and real estate services providers to independent agents, attorneys and MLS organizations. SoftPro is used primarily by independent title agents and attorneys and has been installed in approximately 6,300 sites and used by approximately 23,000 users. The RealEC Exchange is used primarily by mortgage lenders and settlement services providers. Five of the largest ten mortgage lenders in the United States use the RealEC Exchange. Empower! is used by banks, savings & loans, mortgage bankers and sub-prime lenders with retail, wholesale, and correspondent business channels. It

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      Fidelity and its affiliates use SIMON and TEAM for their real estate transaction settlement services. SIMON is used by the Fidelity companies and TEAM is used by the Chicago Title companies. Fidelity, operating under the brands Fidelity National Title, Chicago Title, Ticor Title, Security Union Title and Alamo Title, is the largest title insurance company in the United States. Also included among Fidelity affiliates is American Title, a brand operated by ANFI, Inc. (NASDAQ: ANFI), a public company in which Fidelity has ownership interests and which Fidelity is currently in the process of acquiring. Besides Fidelity, over 150 independent companies use SIMON to manage their escrow closing and trust accounting process. We are developing NGS, a next generation enterprise software solution, to replace SIMON. We derived 29% of our 2002 revenue from Fidelity in connection with the development of NGS, supporting SIMON and TEAM and providing certain other services. With the implementation of the initial NGS software system, expected to be completed sometime in early 2005, our revenues for NGS development will be reduced. However, we anticipate deriving new revenues from further deployment and implementation of NGS and from a monthly per seat service fee. The monthly service fee will include ongoing technical support, bandwidth usage and upgrades.

      Our customers for the Services segment include realtors, lenders and title companies. There is no significant customer concentration in this segment.

Business Seasonality and Revenue Cyclicality

      The business cycle of the residential real property valuation services, flood services and credit services business lines have historically been closely aligned with the home equity credit market. Volumes generally increase in the early spring, followed by a slower summer season, a relatively busy fall and a significantly slower winter. Significant changes in interest rates may alter these traditional seasonal patterns due to the effect the cost of financing has on real estate transactions. Our MLS and NGS development revenue is primarily contract based and not significantly affected by seasonality, or, in the short-term, by changes in interest rates.

      Our revenue is derived from various customer contracts and transactions. The following table provides the percentage share of our 2002 revenue of $412.2 million derived from our customer contracts and transactions and indicates the principal business segment associated with each type:

Sales and Marketing

      We market and distribute our offerings to all participants in the typical real estate transaction, including loan originators, title insurance brokers, realtors and almost any service provider related to the closing of a real estate transaction. They purchase data, solutions and services from us on either a subscription basis or on a

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      Our sales force is organized around our three business segments: Data, Solutions and Services. The Data sales force focuses on the top 200 mortgage lending institutions in the U.S. They sell our valuation services, credit and collateral scoring products, flood zone information, and tax services, among other things. Our sales force in the Solutions group sells to a variety of end users. For instance, we sell desktop solutions to realtors and MLS solutions to their local boards, and we sell workflow solutions like Empower!, RealEC and RealEC iSelect to lenders. We market SoftPro to independent title agencies and real estate attorneys, as well as to the users of SIMON and TEAM. Our sales force in the Services division also sells traditional appraisals, tax-outsourcing services, title plant keying and litigation support services.

      All of these segments are targeted via direct and/or indirect field sales, as well as inbound and outbound telemarketing efforts. Our sales efforts are supported by both traditional and non-traditional marketing efforts. These activities include direct marketing, print advertising, electronic advertising, media relations, public relations, tradeshow and convention activities, seminars, collateral material distribution, proposal submission and other targeted activities.

      In addition to our own internal sales channels, our products and services are also actively marketed by Fidelity’s expansive sales force. These individuals, who are familiar with our products and services, include Fidelity’s title representatives, escrow officers and independent third party title agents, as well as its National Lender Solutions, National Default Solutions, Residential Solutions, Vendor Solutions, agency operations and other sales forces.

      Many of our offerings are also marketed independent of our own sales efforts by external resellers and strategic business partners. Our reseller and partner network is comprised of real estate franchises, including Prudential Real Estate Affiliates, Prudential California and RE/MAX; industry influencers, including recognized industry experts and professional speakers; associations and government sponsored agencies, including the National Association of REALTORS®, Microsoft, Fannie Mae and Freddie Mac; the media, including Inman News, Mortgage Banking and Realty Times; representatives from related industries who wish to offer additional services to their existing and prospective customers, and, in some instances, product level competitors who wish to expand their offerings to compete in the bundled services arena.

Employees

      As of December 31, 2002, we had approximately 2,400 full-time equivalent employees. We believe that our relations with employees are generally good.

      Certain employees in our Canadian operations are represented by a labor union. Our Canadian operations have never been subject to any form of work stoppage or strike and have not experienced any labor difficulties.

Intellectual Property

      Our business is dependent upon our ability to gather, manipulate and report publicly available data through the use of proprietary techniques. We rely on copyright and trade secret law to protect our technology. Further, we have developed a number of brands that have accumulated substantial goodwill in the marketplace, and we rely on trademark law to protect our rights in that area. We intend to continue our policy of taking all measures we deem necessary to protect our copyright, trade secret and trademark rights. In addition, we are cognizant of the benefits of patent protection, and management will conduct the necessary screening procedures to identify technology with patent potential.

Financial Information About Foreign and Domestic Operations and Export Sales

      Our operations are primarily conducted within the United States and Canada. Approximately 3% of our revenues are generated in Canada.

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Risks Factors

      As discussed under the heading “Statement Regarding Forward-Looking Information” later in this report, the following items are some, but not all, of the risks, uncertainties and assumptions that could cause our actual results to be much different than those contained in any forward-looking statements.

	Decreased real estate activity may reduce our revenues and the demand for our products and services.

      Most of our business is directly or indirectly related to the real estate industry, the mortgage lending industry, or both. Real estate activity and mortgage lending activity is cyclical and highly sensitive to changes in mortgage interest rates and other factors including seasons, demand, employment and general economic conditions. Our revenues in future periods will continue to be subject to these and other factors which are beyond our control and, as a result, are likely to fluctuate.

	We must meet the demands of a wide variety of customers to succeed.

      Our data, solutions, and services businesses must meet the demands of customers ranging from small businesses to large enterprises involved in, among other things, the title insurance and escrow industry, the lending industry, real estate sales industry, and other service providers to the real estate industry. Our products and services may not appeal to or be adopted by such a wide range of customers, and we may not be able to service the needs of large enterprise customers. Since August 2001, we have significantly reduced our personnel and the personnel of some of the businesses we have acquired. We need to adequately address any customer service issues caused by this reduction to be successful.

      In addition, the real estate industry is a service-based business that involves a great deal of personal interaction, and many of the industry’s more seasoned professionals are slow to embrace technology. In addition, many of the industry’s top producers do not even directly use personal computers, relegating this task to assistants or other support staff. We cannot succeed without encouraging and facilitating the adoption of our integrated desktop and other technological solutions by these professionals.

	Our business, operations and corporate structure changed and grew substantially in 2002, and as a result there is limited information upon which you can evaluate our business.

      As discussed above under Item I. Business, we consummated a major business combination with Fidelity on August 1, 2001.

      Also, as discussed above under the heading “Other Acquisitions/ Dispositions”, since August 1, 2001, we acquired:

	•	Risco, Inc.,
	•	all the assets and liabilities of Reez.com, Inc.,
	•	all of the assets of HomeSeekers.com XMLS Web division,
	•	the remaining 20% of the common stock of Fidelity National Tax Service, Inc.,
	•	ISDI.NET, LLC,
	•	55% of Hansen Quality Loan Services, LLC,
	•	Comstock Net Services, Inc.,
	•	Micro General Corporation, including RealEC and SoftPro,
	•	Eastern Financial Systems, Inc., and
	•	Trio™ software and certain other assets of HomeServices

      Our limited operating history, as currently configured, makes it difficult or impossible to predict future results of operations, including operating expenses and revenues. Any evaluation of our business and prospects must be made in light of the risks and uncertainties often encountered by early-stage companies in technology-related markets.

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	Recent personnel changes may interfere with our operations, and we need to attract and retain skilled personnel for permanent management and other key personnel positions to effectively implement our business plan.

      Since August 1, 2001, we experienced significant changes at the senior management level. In August 2001, William P. Foley II was appointed as Chief Executive Officer and Chairman of the Board, and Eric D. Swenson was appointed President and Chief Operating Officer. Mr. Foley resigned as chief executive officer effective in January 2002, and was succeeded by Patrick F. Stone. Also, following the Fidelity transaction in August 2001, Thomas Gay, Jay Seid, Patrick Rivelli, and Robert Boscamp resigned from our board of directors. In their place Mr. Foley, Mr. Stone, Bradley Inman, Willie Davis and Cary Thompson were elected.

      In July of 2002, Dwayne Walker was appointed President and Chief Operating Officer. In August of 2002, Mr. Inman resigned from the board. In January 2003, Richard A. Mendenhall was appointed to the board of directors.

      This new management may have difficulty implementing our business plan.

      Our success depends on the skills, experience and performance of our senior management and other key personnel. These people can terminate their employment with us at any time. To succeed we need to continue attracting and retaining highly skilled personnel.

	We cannot predict the value of our acquisition of certain intellectual property assets, and we may not be able to protect those assets.

      In the acquisitions discussed above, we acquired a substantial amount of intellectual property assets. We cannot assure that these intellectual property assets will provide ongoing value to us or help us achieve profitability.

      Furthermore, to compete we must protect our trademark, copyright, and other intellectual property rights. Enforcing these rights is expensive and often difficult or impossible. In addition, claims against us for patent, trademark or copyright infringement or misappropriation of creative ideas or formats, with or without merit, could be time consuming to defend, result in costly litigation, and divert management attention. Resolving these claims could require us to make costly royalty or licensing arrangements or prevent our use of important technologies, ideas or formats.

	Our recent growth continues to strain our managerial, operational and financial resources. Failure to manage growth effectively will harm our business, results of operations and financial condition.

      We have, and in the future will, enter new business areas, diversify our revenue sources and expand our products and services by establishing subsidiaries, entering into joint ventures and acquiring new or complementary businesses, products and technologies.

      When we pursue new or complementary business opportunities, we may not be able to expand our product and service offerings and related operations in a cost-effective or timely manner. Integrating new businesses and services may increase costs and delay and divert management’s attention from existing businesses and services. We may lose key personnel from our operations or those of any acquired business. Any launch of new businesses or services that is not successful could damage our reputation and brand name in our current markets.

      Additionally, future acquisitions may also result in potentially dilutive issuances of equity securities, the incurring of additional debt, the assumption of known and unknown liabilities and the amortization of expenses related to intangible assets, all of which could have a material adverse effect on our business, financial condition and operating results.

	We need third-party content to operate our business, and this content may become unavailable.

      We currently license from third parties the information incorporated into certain of our products. Our introduction of new products and services may require us to license additional information from other providers. We cannot assure you that these third-party information licenses will continue to be available to us

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	Security breaches could harm our business by disrupting our delivery of services and products over the Internet.

      Someone circumventing our security could misappropriate proprietary, confidential information, place false orders or cause interruptions in our services or operations. The Internet is a public network, and data is sent over this network from many sources. Recently, some internet service providers and e-commerce web sites have been targeted by “denial of service” and other attacks that overloaded these web sites and forced them to shut down temporarily.

      Computer viruses could be introduced into our systems, corrupting our data, disrupting our online technology and making our web site and internet related products inaccessible. Protecting ourselves from the threat or effect of security breaches or computer viruses is expensive and time-consuming. Our security measures may not prevent security breaches or combat the introduction of computer viruses, either of which may result in loss of data, increased operating costs, litigation and possible liability.

      Concern about the security of the transmission of confidential information over public networks is a significant barrier to e-commerce and communication. Any well-publicized security compromise could reduce the use of our businesses using the Internet for commerce and communications.

      As of March 10, 2003, we had 39,612,056 shares of common stock outstanding, and 26,154,140 shares of common stock were owned by Fidelity. Fidelity also holds warrants to purchase 913,970 shares of our common stock at a weighted average price of $10.56 per share. While Fidelity’s shares are not registered for sale to the public, sales of a substantial number of shares of our common stock in the public market, or the perception that substantial sales might occur, could cause the market price of our stock to decrease significantly. This could also make it more difficult for us to raise capital by selling stock or use our stock as currency in acquisitions.

      In addition, Fidelity and our executive officers and directors beneficially own a sufficient number of our outstanding common stock to control the election of directors and other matters requiring a vote of stockholders. This concentrated ownership might delay or prevent a change in control and may impede or prevent transactions in which stockholders might otherwise receive a premium for their shares.

Statement Regarding Forward-Looking Information

      This Annual Report on Form 10-K contains statements concerning our expectations, beliefs, plans and objectives. Statements that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on our management’s beliefs as well as assumptions made by, and information currently available to, our management. Because such statements are based on expectations as to future economic performance and are not statements of fact, actual results may differ materially from those projected. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

      Important factors that may affect these projections or expectations include, but are not limited to:

	•	general political, economic and business conditions, including the possibility of intensified international hostilities, acts of terrorism, interest rate fluctuations and general volatility in the capital markets;
	•	changes in the performance of the real estate markets and industries serving those markets;
	•	success of integrating acquired businesses;
	•	the impact of competitive products and pricing;
	•	success of operating initiatives;

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	•	availability of qualified personnel;
	•	changes in, or the failure to comply with government regulations; and
	•	other risks detailed in our filings with the Securities and Exchange Commission.

      All of these factors are difficult to predict and many are beyond our control. Accordingly, while we believe these forward-looking statements to be reasonable, we cannot assure that they will approximate actual experience or that expectations derived from them will be realized. You can often identify a forward-looking statement by the words “anticipate,” “believe,” “estimate,” “objective,” “projection,” “forecast,” “goal,” or similar words.

Item 2.     Properties

      Our principal executive offices are located at 4050 Calle Real, Santa Barbara, CA 93110. As of December 31, 2002, the principal locations where each of our business segments operates are:

	•	Data: Milford, MA; Monrovia, CA; Arlington, TX; Kingston, NY; Indianapolis, IN; and Los Angeles, CA.
	•	Solutions: Santa Ana, CA; Chicago, IL; Raleigh, NC; Houston, TX; Minneapolis, MN; East Lansing, MI; Olathe, KS; San Diego, CA; Honolulu, HI; Kennesaw, GA; and Sharon, PA.
	•	Services: St. Louis Park, MN; Walnut Creek, CA; San Diego, CA; and Scarborough, ONT.

      We believe that our existing facilities and office space are adequate to meet current requirements.

Item 3.     Legal Proceedings

      A class action lawsuit was filed against us in Los Angeles County Superior Court on January 3, 2000 alleging violations of state law and the U.S. Telephone Consumer Protection Act (the TCPA) for unsolicited advertising by facsimile. ACS Systems, Inc. (which merged with and into Micro General Corporation, effective January 1, 2001) contracted with Datamart to advertise its services by fax. Plaintiff alleges the facsimiles did not contain the proper notice to the recipients to notify the sender to discontinue the advertising as required by the TCPA. Plaintiff alleges that the damages to the class are $7.0 million if the violations of the statute were unintentional and $21.0 million if the violations of the statute were intentional. In March 2002, the court granted judgment on our summary judgment motion. The plaintiffs have appealed and we have cross-appealed. The issues that will be determinative of the outcome of this litigation are issues of “first impression”. It is not possible to predict with any certainty how the court will rule on appeal. While we intend to continue to vigorously defend the case, we cannot assure you that the eventual outcome of the case will not have a material adverse effect on our business, financial position and operating results.

      The three actions related to flood certifications discussed below have been filed against us by insurers alleging that they incurred losses based upon inaccurate flood certifications. These actions were filed against various subsidiaries and the allegations related to National Research Center (“NRC”), which was acquired as part of our Vista transaction.

      On May 29, 2002 Travelers Indemnity filed a complaint against NRC Insurance Services, Inc. in the U.S. District Court, Eastern District of Missouri alleging that NRC provided an erroneous flood certification when Travelers underwrote a commercial location. Travelers Indemnity seeks approximately $4.0 million plus expenses in damages. An amended complaint was filed on January 15, 2003 adding us and Vista Environmental Information, Inc., as additional defendants. NRC and the other subsidiary defendants filed their answer to the complaint on January 31, 2003. While we intend to continue to vigorously defend the case, we cannot assure you that the eventual outcome of the case will not have a material adverse effect on our business, financial position and operating results.

      On May 10, 2001, Pennsylvania Manufacturers Association Indemnity Company, d/b/a PMA Group (PMA) filed a complaint in the U.S. District Court of New Jersey alleging that NRC incorrectly issued a standard flood determination. PMA seeks damages in the amount of $1.4 million, representing the amount

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