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.

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, (as definedor a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act).Act. (Check one)

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

     As of October 18, 2005, 173,519,647March 31, 2006, there were 31,147,357 shares of the Registrant’s Common Stock wereClass A common stock and 143,176,041 shares of Class B common stock outstanding.

Part I: FINANCIAL INFORMATION

Item 1. Condensed Combined Financial Statements

     The unaudited condensed consolidated and combined financial information included in this report includes the accounts of Fidelity National Title Group, Inc.(“ (“FNT” or the “Company”) and subsidiaries and has been prepared in accordance with generally accepted accounting principles and the instructions to Form 10-Q and Article 10 of Regulation S-X. All adjustments considered necessary for a fair presentation have been included. This report should be read in conjunction with the Company’s consolidated and combined financial statements included in its Registration StatementAnnual Report onForm S-1 filed on September 27,10-K for the year ended December 31, 2005.

     As of September 30, 2005, FNT, was a wholly-owned subsidiary of Fidelity National Financial, Inc. (“FNF”). On September 26, 2005 FNF received all regulatory approvals required to contribute to FNT all of the legal entities that are combined for presentation in these historical financial statements. Also, on September 26, 2005, FNF declared a dividend to its stockholders of record as of October 6, 2005 which resulted in a distribution of 17.5% (30.4 million shares) of its interest in FNT which represents the title insurance segment of FNF. On October 17, 2005, FNF distributed to its current stockholders 0.175 shares of FNT Class A common stock for each share of FNF common stock held on the record date. FNF beneficially owns 100% of the FNT Class B common stock representing 82.5% of the Company’s outstanding common stock. FNT Class B common stock has ten votes per share while FNT Class A common stock has one vote per share. This resulted in the distribution of approximately 30.4 million Class A common shares and FNF owning 143.1 million Class B common shares. Following the distribution FNF controls 97.9% of the voting rights of FNT.

     ThePrior to October 17, 2005, the accompanying Condensed Combined Financial Statements include those assets, liabilities, revenues, and expenses directly attributable to the Company’s operations and allocations of certain FNF corporate assets, liabilities and expenses to the Company. These amounts have been allocated to the Company on a basis that is considered by management to reflect most fairly or reasonably the utilization of services provided to, or the benefit obtained by, the Company. Management believes the methods used to allocate these amounts are reasonable. Beginning on October 17, 2005, the entities that currently make up the Company were consolidated under a holding company structure and the accompanying Condensed Consolidated Financial Statements reflect activity subsequent to that date. All significant intercompany profits,

     The following table presents the computation of basic and diluted earnings per share for the three months ended March 31, 2006 (in thousands except per share data). Prior to October 17, 2005, the historical financials of the Company were combined and 2004 periods is calculatedthus presentation of earnings per share for the three months ended March 31, 2005 was computed on a pro forma basis, using the number of outstanding shares of FNTFNF common stock as of October 17, 2005,a date prior to the distribution date.of FNT stock by FNF.

     The Company’s financial statements reflect transactions with other businesses and operations of FNF, including those being conducted by another FNF subsidiary, Fidelity National Information Services, Inc. (“FIS”).

     A detail of related party items included in revenues and expenses is as follows:

     Through June 30, 2005, the Company leased equipment to a subsidiary of FIS. Revenue relating to these leases was $5.0 million for the nine months ended September 30, 2005 and $1.9 million and $4.8$2.8 million for the three and ninemonths ended March 31, 2005.

     Included in the Company’s expenses for the three month periods ended September 30, 2004,March 31, 2006 and 2005 are amounts paid to a subsidiary of FIS for the provision by FIS to FNT of information technology infrastructure support, data center management and related IT support services. For the three month periods ended March 31, 2006 and 2005, the amounts included in the Company’s expenses to FIS for these services were $16.9 million and $11.6 million, respectively. In addition, the Company incurred software expenses relating to an agreement with a subsidiary of FIS that amounted to expenses of $2.2 million and $1.5 million for the three month periods ended March 31, 2006 and 2005, respectively.

     The title plant assets of several of the Company’s title insurance subsidiaries are managed or maintained by a subsidiary of FIS. The underlying title plant information and software continues to be owned by each of the Company’s title insurance underwriters, but FIS manages and updates the information in return for either (i) a cash management fee or (ii) the right to sell that information to title insurers, including title insurance underwriters that the Company owns and other third party customers. In most cases, FIS is responsible for keeping the title plant assets current and fully functioning, for which the Company pays a fee to FIS based on the Company’s use of, or access to, the title plant. For the three and nine month periods ended September 30,March 31, 2006 and 2005, and 2004, the Company’s payments to FIS under these arrangements were $7.7 million, $7.1 million, $20.3$11.5 million and $22.4$6.6 million, respectively. In addition, since November 2004, each applicable title insurance underwriter in turn receives a royalty on sales of access to its title plant assets. For each of the three and nine monthsmonth periods ended September 30,March 31, 2006 and 2005, the revenues from these title plant royalties were $0.7 million and $2.2 million. In the first nine months of 2004, there was no royalty agreement in place. In addition, theThe Company has also entered into agreements with FIS that permit FIS and certain of its subsidiaries to access and use (but not to re-sell) the starters databases and back plant databases of the Company’s title insurance subsidiaries. Starters databases are the Company’s databases of previously issued title policies and back plant databases contain historical records relating to title that are not regularly updated. Each of the Company’s applicable title insurance subsidiaries receives a fee for any access to or use of its starters and back plant databases by FIS. The Company also does business with additional entities within the information services segment of FIS that provide real estate information to the Company’s operations, andfor which the Company recorded expenses of $4.9 million, $2.5 million, $10.8$2.9 million and $7.1$2.7 million for the three and nine month periods ended September 30,March 31, 2006 and 2005, respectively.

     The Company also has certain license and 2004, respectively relatedcost sharing agreements with FIS. The Company recorded expense of $2.5 million relating to these services.

     The Company’s financial statements reflect allocations for a lease of office space to a subsidiary ofus from FIS for the provision by FIS of IT infrastructure support, data center managementour corporate headquarters and related IT support services. For the three and nine month periods ended September 30, 2005 and 2004,business operations in the amounts included in the Company’s expenses to FIS for these services were $16.7 million, $17.2 million, $41.4of $1.4 million and $46.3 million, respectively. In addition, the Company incurred software expenses relating to an agreement with a subsidiary of FIS that amounted to expense of $2.1 million, $1.4 million, $5.7 million and $4.3$0.8 million for the three and nine month periods ended September 30,March 31, 2006 and 2005, and 2004, respectively.

     The Company believes the amounts earned by the Company or charged to the Company under each of the foregoing arrangements are fair and reasonable. Although the commission rate paid on the title insurance premiums written by the FIS title agencies was set without negotiation, the Company believes the commissions earned are consistent with the average rate that would be available to a third party title agent given the amount and the geographic distribution of the business produced and the low risk of loss profile of the business placed. In connection with the title plant management and maintenance services provided by FIS, the Company believes that the fees charged to the Company by FIS are at approximately the same rates that FIS and other similar vendors

charge unaffiliated title insurers. The ITinformation technology infrastructure support and data center management services provided to the Company by FIS isare priced within the range of prices that FIS offers to its unaffiliated third party customers for the same types of services. However, the amounts the Company earned or werewas charged under these arrangements were not negotiated at arm’s-length, and may not represent the terms that the Company might have obtained from an unrelated third party.

     Notes receivable fromAmounts due from/(to) FNF Due from FNF and Notes Payable to FNF to the Company were as follows:

Company had short-term security loans outstanding with a fair valuevalues of $146.2$195.5 million and $124.3 million, respectively, included in accounts payable and accrued liabilities and the Company held cash in the amountamounts of $151.3$195.5 million and $124.3 million, respectively, as collateral for the loaned securities.

     As a result of stock-based compensation grants prior to the commencement of the Omnibus Plan, certain Company employees are also participants in FNF’s stock-based compensation plans (the “FNF Plans”), which provide for the granting of incentive and nonqualified stock options, restricted stock and other stock-based incentive awards for officers and key employees. The amounts below areGrants of incentive and nonqualified stock options under the FNF Plans have generally provided that options shall vest equally over three years and generally expire ten years after their original date of grant. All options granted under the FNF Plans had an exercise price equal to the market value of the underlying common stock on the date of grant. However, certain of these plans allow for the option exercise price for each share granted pursuant to a nonqualified stock option to be less than the fair market value of the common stock on the date of grant to reflect the application of the optionee’s deferred bonus, if applicable. In connection with grants of FNF stock options to Company employees, the Company recorded stock-based compensation expense of $1.2 million and $2.2 million in the first three months of 2006 and 2005, respectively, which was based on allocationsan allocation of FNF’s stock compensation expense relating to awards giventhe Company for personnel who provided services to the Company.

     In 2003, FNF issued to certain Company employees and directors rights to purchase shares of FNF restricted common stock (the “FNF Restricted Shares”). A portion of the FNF Restricted Shares vest over a five-year period and a portion vest over a four-year period, of which one-fifth vested immediately on the date of grant. The Company recorded stock-based compensation expense of $0.4 million and $0.8 million in connection with the issuance of the FNF Restricted Shares to FNT employees duringfor the historical period.three months ended March 31, 2006 and 2005, respectively, which was based on an allocation of compensation expense to the Company for personnel who provided services to the Company.

     TheIn December 2004, the FASB issued Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (“SFAS 123R”), which requires that compensation cost relating to share-based payments be recognized in our financial statements. Effective as of the beginning of 2003, the Company accounts for stock-based compensation usingadopted the fair value recognition provisionsprovision of SFASStatement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (SFAS No. 123) effective as of the beginning of 2003. Under(“SFAS 123”). Using the fair value method of accounting, compensation cost is measured based on the fair value of the award at the grant date and recognized over the service period. TheUpon adoption of SFAS 123, the Company has elected to use the prospective method of transition, as permitted by Statement of Financial Accounting Standards No. 148, “Accounting for Stock-BasedStock- Based Compensation — Transition and Disclosure” (SFAS No. 148)(“SFAS 148”). UnderUsing this method, stock-based employee compensation cost iswas recognized from the beginning of 2003 as if the fair value method of accounting had been used to account for all employee awards granted, modified, or settled in years beginning after December 31, 2002. SFAS 123R does not allow for the prospective method, but requires the recording of expense relating to the vesting of all unvested options beginning in the first quarter of 2006. The adoption of SFAS 123R on January 1, 2006 had no material impact on the Company’s income before income taxes, net income, cash flow from operations, cash flow from financing activities, or basic or diluted earnings per share in the three months ended March 31, 2006 due to the fact that all options accounted for using the intrinsic value method under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” were fully vested as of December 31, 2005. In accordance with the provisions of SFAS No. 123R, share-based compensation expense for the first quarter of 2005 has not been restated. Net income for the quarters ended March 31, 2006 and 2005 reflects an expense of $3.2 million and $3.0 million, respectively, which is included in personnel costs in the reported financial results. Included in these amounts are share-based compensation expense of $1.6 million in the first three months of 2006 related to the Omnibus Plan and $1.6 and $3.0 million in share-based compensation expense for the three months ended March 31, 2006 and 2005, respectively, related to the participation of Company employees in the FNF Plans.

     Prior pro forma information regarding net earnings and earnings per share is required by SFAS No. 123R, and has been determined as if the Company had accounted for all of its employee stock options under the fair value method of that statement. For purposes of pro forma disclosures, the estimated fair value of the options is amortized into expense over the options’ vesting period. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123123R to all outstanding and unvested awards in each period:prior to the adoption of SFAS 123R:

reborrowed by the borrowers thereunder from time to time until the maturity of the revolving credit facility. Voluntary prepayment of the revolving credit facility under the Credit Agreement is permitted at any time without fee upon proper notice and subject to a minimum dollar requirement. Revolving loans under the credit facility bear interest at a variable rate based on either (i) the higher of (a) a rate per annum equal to one-half of one percent in excess of the Federal Reserve’s Federal Funds rate, or (b) Bank of America’s “prime rate;” or (ii) a rate per annum equal to the British Bankers Association LIBOR rateLondon Interbank Offered Rate (“LIBOR”) plus a margin of between .35%0.35%-1.25%, all in, depending on the Company’s then current public debt credit rating from the rating agencies. Included in the 0.35%-1.25% margin is a related commitment fee on the entire facility.

     The Credit Agreement contains affirmative, negative and financial covenants customary for financings of this type, including, among other things, limits on the creation of liens, limits on the incurrence of indebtedness,

     Several class actions are pending in Ohio, Pennsylvania, Connecticut and Florida alleging improper premiums were charged for title insurance. The cases allege that the named defendant companies failed to provide notice of premium discounts to consumers refinancing their mortgages, and failed to give discounts in refinancing transactions in violation of the filed rates. The actions seek refunds of the premiums charged and punitive damages. Recently the court’s order denying class certification in one of the Ohio actions was reversed and the case was remanded to the trial court for further proceedings. The Company has petitioned the Supreme Court of Ohio for review. The Company intends to vigorously defend the actions.

     A class action in California alleges that the Company violated the Real Estate Settlement Procedures Act (“RESPA”) and state law by giving favorable discounts or rates to builders and developers for escrow fees and requiring purchasers to use Chicago Title Insurance Company for escrow services. The action seeks refunds of the premiums charged and additional damages. The Company intends to vigorously defend this action.

     A class action in Texas alleges that the Company overcharged for recording fees in Arizona, California, Colorado, Oklahoma and Texas. The suit seeks to recover the recording fees for the class that was overcharged, interest and attorney’s fees. The suit was filed in the United States District Court for the Western District of Texas, San Antonio Division on March 24, 2006. Similar suits are pending in Indiana. The Company intends to vigorously defend these actions.

     A shareholder derivative action was filed in Florida on February 11, 2005 alleging that FNF directors and certain executive officers breached their fiduciary and other duties, and exposed FNF to potential fines, penalties and suits in the future, by permitting so called contingent commissions to obtain business.business and in the subsequently amended complaint that they have wrongfully engaged in “captive reinsurance” programs. The Company and the directors and executive officers named as defendants filed motionsplaintiff have reached an agreement to dismiss the action on June 3, 2005. The plaintiff abandoned his original complaintwith prejudice with each party bearing their own attorney’s fees and responded tocosts.

     In Missouri a class action is pending alleging that certain acts performed by the motions by filing an amended complaint on July 13, 2005, and FNF, along with the directors and executive officers named as defendants, have responded to the amended complaint. The amended complaint repeats the allegations of the original complaint and adds allegations about “captive reinsurance” programs, which FNF continues to believe were lawful. These “captive reinsurance” programsCompany in closing real estate transactions are the subjectunlawful practice of investigations by several state departments of insurance and attorney generals. FNT has agreed to

subsequent transactions in connection with multi-state commercial transactions in which one or more of the properties is located in New York. The NYAG is also reviewing the possibility that the Company’s Chicago Title subsidiary may have provided incorrect data in connection with rate-setting proceedings in New York and in connection with reaching a resultsettlement of a class action suit over charges for title insurance issued in 1996 through 2002. The New York State Insurance Department (“NYSID”) has also joined the NYAG in the latter’s wide-ranging review of the title insurance industry and the Company. The Company can give no assurance as to theirthe likely outcome.outcome of these investigations, including but not limited to whether they may result in fines, monetary settlements, reductions in title insurance rates or other actions, any of which could adversely affect the Company. Any reduction in title insurance rates or other business reforms in New York could lead to similar changes in other states as well. The Company is cooperating fully with the NYAG and NYSID inquiries into these matters.

     Finally,Further, U.S. Representative Oxley, the Chairman of the House Financial Services Committee, recently asked the Government Accountability Office (the “GAO”) to investigate the title insurance industry. Representative Oxley stated that the Committee is concerned about payments that certain title insurers have made to developers, lenders and real estate agents for referrals of title insurance business. Representative Oxley asked the GAO to examine, among other things, the foregoing relationships and the levels of pricing and competition in the title insurance industry. A congressional hearing was held regarding title insurance practices on April 27, 2006. The Company is unable to predict the outcome of this inquiry or whether it will adversely affect the Company’s business or results of operations.

     The California Department of Insurance has recently announced its intentbegun to examine levels of pricing and competition in the title insurance industry in California, with a view to determining whether prices are too high and if so, implementing rate reductions. New York, Colorado, Florida, Louisiana, Nevada, and ColoradoTexas insurance regulators have also announced similar

Item 2. Management’s Discussion and Analysis of Financialfinancial Condition and Results of Operations

     The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding our expectations, hopes, intentions, or strategies regarding the future. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. It is important to note that our actual results could vary materially from those forward-looking statements contained herein due to many factors, including, but not limited to: general economic, business, and businesspolitical conditions, including interest rate fluctuations and general volatility in the capital markets; changes in the performancefinancial markets; adverse changes in the level of real estate activity, which may be caused by, among other things, high or increasing interest rates, a limited supply of mortgage funding or a weak U.S. economy; compliance with extensive regulations; regulatory investigations of the real estate markets;title insurance industry; our business concentration in the impactState of competitive products and pricing; successCalifornia, the source of operating initiatives; adverse publicity; the abilityover 20% of our title insurance premiums; our dependence on distributions from out title insurance underwriters as our main source of cash flow; competition from other title insurance companies; FNF’s need to identify businesses to be acquired; availabilitymaintain more than 80% ownership of qualified personnel; employee benefits costs and changes in, or the failure to comply with, government regulationsour common stock for various tax purposes; and other risks detailed in our filings with the Securities and Exchange Commission.

     We areFidelity National Title Group (“FNT” or the “Company”) is one of the largest title insurance companycompanies in the United States. Our title insurance underwriters — Fidelity National Title, Chicago Title, Ticor Title, Security Union Title and Alamo Title — together issue all of the Company’s title insurance policies in 49 states, the District of Columbia, Guam, Puerto Rico, the U.S. Virgin Islands, and in Canada and Mexico. We operate our business through a single segment, title and escrow, and do not generate significant revenue outside the United States.

     Prior to October 17, 2005, we were a wholly-owned subsidiary of FNF. On that date, FNF distributed shares of our Class A Common Stock representing 17.5% of our outstanding shares to its stockholders as a dividend.dividend (the “Distribution”). FNF continues to hold shares of our Class B Common Stock representing 82.5%82.1% of our outstanding stock and 97.9% of all voting rights of our common stock.

     Our historical financial statements include assets, liabilities, revenues and expenses directly attributable to our operations. Our historicaloperations as well as transactions between us and FNF and other affiliated entities. For periods prior to the Distribution, our financial statements reflectinclude allocations of certain of our corporate expenses to FNF and FIS. TheseFIS and allocations to us of certain FNF expenses, have been allocated to FNF and FIS on a basis that management considers to reflect most fairly or reasonably the utilization of the services provided to or the benefit obtained by those businesses. These expense allocations tofrom FNF and FIS reflect an allocation to us of a portion of the compensation of certain senior officers and other personnel of FNF who willare not be our employees after the distributionDistribution, but who have historically provided services to us. Our historical financial statements for periods prior to the Distribution do not reflect the debt or interest expense we might have incurred if we had been a stand-alone entity. In addition,Subsequent to the Distribution, we willmay incur otheradditional expenses not reflected in our historical financial statements, as a result of being a separate publicly tradedpublic company. As a result, our historical financial statements for periods prior to the Distribution do not necessarily reflect what our financial position or results of operations would have been if we had been operated as a stand-alone public entity during the periods covered, and may not be indicative of our future results of operations or financial position.

estimation for accruing agency title revenues and commissions and refined the method. If the new method which resulted in our recording approximately $50 million in additional agency revenueof estimation had been used in the secondfirst quarter of 2005, than we would have under our prior method. The impact on net earnings of this adjustment was approximately $2 million. Thethe increase in agency premiums as compared to anwould have been approximately 15%. An increase in directagency premiums has a much smaller effect on profitability asthan the same change in direct premiums would have because our margins as a percentage of gross premiums for agency business are significantly lower than the margins realized from our direct operations due to commissions paid to our agents and other costs related to the agency business. Agency revenues from FIS title agency businesses were $21.2 million and $20.8 million in the first three months of 2006 and 2005, respectively.

     Trends in escrow and other title related fees are, primarilyto some extent, related to title insurance activity generated by our direct operations. Escrow and other title related fees duringwere $254.1 million and $243.1 million for the thirdfirst quarters of 2006 and 2005, and 2004 fluctuated in a pattern generally consistent with the fluctuation inrespectively. Escrow fees, which are more directly related to our direct title insurance premiums and order counts. Escrow andoperations than our other title related fees, were $324.9decreased $2.8 million, or 1.7%, consistent with the decrease in direct title premiums. Other title-related fees increased $13.7 million, or 18.0%, representing growth in the Canadian real estate market, growth in other operations not directly related to title insurance, and $265.9 million foracquisitions, including the third quartersacquisition of 2005 and 2004, respectively and $868.4 million and $779.9 million for the first nine months of 2005 and 2004, respectively.Service Link.

     Interest and investment income levels are primarily a function of securities markets, interest rates and the amount of cash available for investment. Interest and investment income in the thirdfirst quarter of 2006 was $38.0 million, compared with $20.9 million in the first quarter of 2005, was $31.6 million, compared with $17.4 million in the third quarter of 2004, an increase of $14.3$17.1 million, or 82.0%82.3%. The increase in interest and investment income in the third quarter and first nine months of 2005 is due primarily to an increaseincreases in the short-term investmentaverage balances and yield rates for long-term fixed income asset base during the current year periods compared to the prior yearassets, a special dividend paid on our holdings of Certegy, Inc. common stock before its merger with FIS, and the increasingincreases in balances and interest rate environment.rates for cash and short-term investments.

     Net realized gains for the thirdfirst quarter of 2006 were $3.6$14.5 million compared with net realized gains of $0.6to $3.4 million for the corresponding periodfirst quarter of the prior year.2005. The increase was primarily the result of capital gains realized on a numbergreater sales of equity securities sold during the third quarter of 2005, which were offset by charges of approximately $6.9 million relating to the other than temporary impairment of two investments. The prior year quarter also had other than temporary impairment charges of approximately $6.2 million. Net realized gains for the first nine months of 2005 were $25.5 million as compared to $17.6 million for the same period of the prior year.in 2006.

     Personnel costs include base salaries, commissions, benefits, bonuses and bonusesstock based compensation paid to employees and are one of our most significant operating expenses. Personnel costs totaled $511.3$452.4 million and $429.8$424.7 million for the thirdfirst quarters of 20052006 and 2004,2005, respectively. Personnel costs as a percentage of total revenues from direct title premiums and escrow and other fees were 53.8%64.5% in the thirdfirst quarter of 2005,2006, and 55.8% for the third quarter of 2004. Personnel costs as a percentage of total revenues from direct title premiums and escrow and other fees were 56.4%60.7% for the first nine monthsquarter of 2005, and 55.8% for the first nine months of 2004.2005. Personnel costs have increased in the current period primarily due to a recent trendan increase in salary increases relatingthe number of personnel and an increase in average annualized personnel cost per employee due to increased competitionsalaries and employee benefit costs. Average employee count increased to 19,139 in the first quarter of 2006 from 18,404 in the first quarter of 2005, primarily due to the 2005 acquisition of Service Link. Average annualized personnel cost per employee increased $2,464 to $93,203 in the first quarter of 2005 from $90,738 in the first quarter of 2005. Stock-based compensation costs were $3.2 million and $3.0 million for top employeesthe three months ended March 31, 2006 and 2005, respectively. None of the strong real estate environment.additional expense relates to the Company’s adoption on January 1, 2006, of Statement of Financial Accounting Standards No. 123R, “Share Based Payment” (“SFAS 123R”) because all options that were not previously accounted for under the fair value method were fully vested as of December 31, 2005.

     Other operating expenses consist primarily of facilities expenses, title plant maintenance, premium taxes (which insurance underwriters are required to pay on title premiums in lieu of franchise and other state taxes), postage and courier services, computer services, professional services, advertising expenses, general insurance and trade and notes receivable allowances. Other operating expenses totaled $248.8$210.9 million and $227.1 million for the third quarter of 2005 and 2004, respectively and $699.8 million and $640.3$209.7 million for the first ninequarters of 2006 and 2005, respectively. Other operating expenses as a percentage of total revenues from direct title premiums and escrow and other fees were 30.0% in both the three months of 2005ended March 31, 2006 and 2004, respectively.2005.

     Agent commissions represent the portion of premiums retained by agents pursuant to the terms of their respective agency contracts. Agent commissions and the resulting percentage of agent premiums we retain vary according to regional differences in real estate closing practices and state regulations.

     The following table illustrates the relationship of agent premiums and agent commissions:

     Our insurance subsidiaries generate cash from premiums earned and their respective investment portfolios and these funds are adequate to satisfy the payments of claims and other liabilities. Due to the magnitude of our