8-K

United States
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):
April 26, 2005

Fidelity National Financial, Inc.

(Exact name of Registrant as Specified in its Charter)

1-9396
(Commission File Number)

Delaware	86-0498599
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification Number)

601 Riverside Avenue
Jacksonville, Florida 32204

(Addresses of Principal Executive Offices)

(904) 854-8100
(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition
	Item 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1

Item 2.02. Results of Operations and Financial Condition

On April 26, 2005, Fidelity National Financial, Inc. issued an earnings release announcing its financial results for the three months ended March 31, 2005. The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

A copy of the earnings release is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

Exhibit	Description
99.1	Press release announcing Fidelity National Financial, Inc. Reports First Quarter 2005 EPS of $2.51.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Fidelity National Financial, Inc.
Date: April 27, 2005	By:	/s/ Alan L. Stinson
		Name: Alan L. Stinson Title: Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Press release announcing Fidelity National Financial, Inc. Reports First Quarter 2005 EPS of $2.51.

EX-99.1

EXHIBIT 99.1

Fidelity National Financial, Inc. Reports First Quarter 2005 EPS of $2.51

Jacksonville, Fla. — (April 26, 2005) — Fidelity National Financial, Inc. (NYSE:FNF), a Fortune 500 provider of products and outsourced services and solutions to financial institutions and the real estate industry, today reported operating results for the three-month period ended March 31, 2005.

1st Quarter 2005	1st Quarter 2004
Net Earnings	Net Earnings
$444.5 million	$150.2 million
$2.51 per diluted share	$0.88 per diluted share

•   Total revenue for the first quarter of 2005 was $2.27 billion, compared with $1.84 billion for the first quarter of 2004

•   Total title and escrow revenue was $1.23 billion for the first quarter of 2005 versus $1.29 billion in the first quarter of 2004

•   Direct and agency title premiums were $478 million and $511 million, respectively, for the first quarter of 2005 versus direct and agency title premiums of $465 million and $606 million, respectively, in the first quarter of 2004; net agency title premiums (agency title premiums less agent commissions) were $119 million for the first quarter of 2005 versus $132 million in the first quarter of 2004

•   Escrow and other title related fees were $242 million for the first quarter of 2005 versus $219 million for the first quarter of 2004

•   Specialty Insurance contributed $76 million for the first quarter of 2005 versus $49 million in the first quarter of 2004

•   Revenue from Financial Institution Software and Services (“FISS”), was $381 million for the first quarter of 2005 versus $243 million for the first quarter of 2004; FISS gross revenue was $396 million for the first quarter of 2005 versus $254 million in the prior year quarter

•   FISS gross organic revenue growth was 2.5 percent for the first quarter of 2005 versus the first quarter of 2004

•   Lender Outsourcing Solutions (“LOS”) revenue was $71 million for the first quarter of 2005 compared to $74 million for the first quarter of 2004; LSI, which provides centralized loan facilitation services for national lenders, contributed $13 million in non-title premium revenue versus $15 million in the first quarter of 2004, while Default Management generated $55 million in revenue for the first quarter of 2005 versus $47 million in the first quarter of 2004

•   For accounting purposes, $18 million of LSI revenue is included in title premiums for the first quarter of 2005 versus $40 million in the first quarter of 2004; for segment reporting, all of the LSI revenue is included in the LOS segment and LSI contributed $32 million in total revenue for the first quarter of 2005 compared to $55 million in the first quarter of 2004; for segment reporting purposes, LOS reported total operating revenue of $90 million for the first quarter of 2005 compared to $114 million for the first quarter of 2004

•   Information Services (“IS”) revenue was $155 million for the first quarter of 2005 compared with $142 million for the first quarter of 2004

•   A $318 million non-operating gain was recognized on the sale of the minority equity interest in FIS during the first quarter of 2005

•   The provision for claim loss expense was $80 million for the first quarter of 2005; the provision for title insurance claims was increased to 6.5% for the first quarter of 2005 versus 5.3 % in the prior year quarter as actual title claims paid as a percentage of title

	insurance premiums increased; the provision for claim losses attributable to the specialty insurance segment, specifically homeowners’ insurance, was $15 million in 2005 versus $4 million in the first quarter of 2005 due to growth in the homeowners’ portfolio
•	Interest expense for the first quarter of 2005 was $25 million compared with $8 million for the first quarter of 2004; the increase included the interest expense from the $2.8 billion credit facility utilized to fund the recapitalization of FIS that closed on March 9, 2005 and the consolidated $810 million in credit facility borrowings that were outstanding from January 1, 2005 until their repayment on March 9, 2005
•	Cash flow from operations was $121 million for the first quarter of 2005 compared with $119 million for the first quarter of 2004

     The following tables provide segment financial information for the three months ended March 31, 2005 and March 31, 2004:

Three months ended March 31, 2005	Title and			Specialty												Corporate
$ amounts in thousands	Escrow			Insurance			FISS			LOS			IS			and Other		Total
Gross Operating Revenue	$	1,230,754		$	75,508		$	396,429		$	89,552		$	165,520		$	10,295	$	1,968,058
Inter Segment Eliminations	$	0		$	0			($15,865	)		($18,356	)		($10,715	)	$	0		($44,936	)
Net Operating Revenue	$	1,230,754		$	75,508		$	380,564		$	71,196		$	154,805		$	10,295	$	1,923,122
Interest /Investment Income	$	23,912		$	1,375			($1,177	)	$	459		$	177		$	323,770	$	348,516
and Realized Gains/ (Losses)
Depreciation	$	17,694		$	17		$	13,970		$	305		$	1,377		$	19	$	33,382
Amortization	$	7,135		$	1,002		$	44,942		$	1,645		$	9,118		$	103	$	63,945
Pre-Tax Income (Loss)	$	130,755		$	13,509		$	46,510		$	11,780		$	42,793		$	284,933	$	530,280
Net Pre-Tax Margin		10.4	%		17.6	%		12.3	%		16.4	%		27.6	%		—		23.3	%

Three months ended March 31, 2004	Title and			Specialty												Corporate
$ amounts in thousands	Escrow			Insurance			FISS			LOS			IS			and Other			Total
Gross Operating Revenue	$	1,281,285		$	48,670		$	254,096		$	114,276		$	151,936		$	11,922		$	1,862,185
Inter Segment Eliminations	$	0		$	0			($10,875	)		($31,579	)		($9,913	)	$	0			($52,367	)
Net Operating Revenue	$	1,281,285		$	48,670		$	243,221		$	82,697		$	142,023		$	11,922		$	1,809,818
Interest /Investment Income	$	24,313		$	719			($219	)	$	173		$	355		$	1,659		$	27,000
and Realized Gains/ (Losses)
Depreciation	$	14,733		$	8		$	10,009		$	374		$	1,959		$	21		$	27,104
Amortization	$	5,456		$	1,130		$	26,533		$	2,316		$	7,993		$	78		$	43,506
Pre-Tax Income (Loss)	$	167,749		$	6,719		$	38,564		$	28,643		$	29,296			($28,116	)	$	242,855
Net Pre-Tax Margin		12.9	%		13.6	%		15.9	%		34.6	%		20.6	%		—			13.2	%

     “This quarter was a solid start to another important year for FNF, as we successfully completed the recapitalization of FIS, the minority equity interest sale in FIS and the payment of the $10 per share special cash dividend to FNF stockholders,” said Chairman and Chief Executive Officer William P. Foley, II. “We continue to make progress on our diversification efforts, as 38% of our pre-tax income came from non-title insurance operations in the first quarter. We were able to generate more than 6% organic growth and improve pre-tax margins in our information services businesses, despite the slowing mortgage market. Our default management business continued to grow, despite operating in a historically low mortgage delinquency market. We achieved 2.5% organic growth in our FISS segment and are optimistic that the existing pipeline will allow us to meet our goal of 5% organic growth in the second half of the year. We did have a $16 million increase in legal costs in our title insurance segment driven by various regulatory and legal accruals and a one percent increase in our provision for claim losses, which amounted to nearly $10 million, both of which impacted the quarterly pre-tax margin in the title insurance business. We are optimistic as we enter the second quarter, with a solid pipeline in FISS, strong organic growth in information services and default management, stability at LSI and a transition into the seasonally stronger months in the title business.”

     The following table depicts monthly direct orders opened and closed in the title and escrow business for the first quarter of both 2005 and 2004:

Month	Direct Orders Opened		Direct Orders Closed		Closing %
January 2005		263,200		170,300		65	%
February 2005		288,500		166,900		58	%
March 2005		325,200		222,200		68	%
First Quarter 2005		876,900		559,400		64	%

Month	Direct Orders Opened		Direct Orders Closed		Closing %
January 2004		295,300		196,300		66	%

Month	Direct Orders Opened		Direct Orders Closed		Closing %
February 2004		310,600		191,100		62	%
March 2004		449,700		255,700		57	%
First Quarter 2004		1,055,600		643,100		61	%

     “First quarter order volumes followed a typical seasonal pattern,” said President Randy Quirk. “Order volumes were relatively light in January coming off the holiday season and then gained momentum as the quarter progressed. We increased staffing in February and March as open order volumes increased, however the revenue from most of those orders won’t be recognized until the second quarter. This timing mismatch did somewhat impact the margin for the quarter, but it should benefit the second quarter. We are now entering the historically seasonally stronger time of the year, which should translate into stronger performance for our title business in the next two quarters.”

     Fidelity National Financial, Inc., number 261 on the Fortune 500, is a provider of products and outsourced services and solutions to financial institutions and the real estate industry. FNF had total revenue of nearly $8.3 billion and earned more than $740 million in 2004, with cash flow from operations of nearly $1.2 billion for that same period. FNF is the nation’s largest title insurance company, with nearly 32 percent national market share, and is also a provider of other specialty insurance products, including flood insurance, homeowners insurance and home warranty insurance. Through its majority-owned subsidiary Fidelity National Information Services, Inc. (“FIS”), the Company is a leading provider of technology solutions, processing services and information services to the financial services and real estate industries. FIS’ software processes nearly 50 percent of all U. S. residential mortgages, it has processing and technology relationships with 45 of the top 50 U.S. banks and more than 2,800 small and mid-sized U.S. financial institutions and it has clients in more than 50 countries who rely on its processing and outsourcing products and services. FIS also provides customized business process outsourcing related to aspects of the origination and management of mortgage

loans to national lenders and servicers. FIS offers information services, including property data and real estate-related services that are used by lenders, mortgage investors and real estate professionals to complete residential real estate transactions throughout the U.S. More information about the FNF family of companies can be found at www.fnf.com and www.fidelityinfoservices.com.

     This press release contains statements related to future events and expectations and, as such, constitutes forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to be different from those expressed or implied above. The Company expressly disclaims any duty to update or revise forward-looking unaudited statements. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to, the effect of governmental regulations, the economy, competition and other risks detailed from time to time in the “Management’s Discussion and Analysis” section of the Company’s Form 10-K and other reports and filings with the Securities and Exchange Commission.

SOURCE: Fidelity National Financial, Inc.
CONTACT: Daniel Kennedy Murphy, Senior Vice President, Finance and Investor Relations,
904-854-8120, dkmurphy@fnf.com

FIDELITY NATIONAL FINANCIAL, INC.
SUMMARY OF EARNINGS
(In thousands, except per share amounts and order information)

	Three months ended
	March 31,
	2005		2004
	(Unaudited)
Direct title premiums	$	477,820	$	464,948
Agency title premiums		510,780		606,333
Total title premiums		988,600		1,071,281
Escrow and other title-related fees		242,154		218,585
Total title and escrow		1,230,754		1,289,866
Financial Institution Software and Services		380,564		243,221
Lender Outsourcing Solutions		71,196		74,116
Information Services		154,805		142,023
Specialty Insurance		75,508		48,670
Interest and investment income		26,424		14,527
Realized gains and losses		3,883		12,473
Gain on sale of minority interest in FIS		318,209		0
Other		10,295		11,922
Total revenue		2,271,638		1,836,818
Personnel costs		747,077		636,596
Other operating expenses		401,354		345,541
Agent commissions		391,466		474,364
Depreciation and amortization		97,327		70,610
Claim loss expense		79,627		58,920
Interest expense		24,507		7,932
Total expenses		1,741,358		1,593,963
Earnings before income taxes		530,280		242,855
Income tax expense		80,335		92,285
Minority interest		5,448		329
Net earnings	$	444,497	$	150,241
Net earnings per share – basic	$	2.57	$	0.91
Net earnings per share – diluted	$	2.51	$	0.88
Weighted average shares – basic		173,124		165,605
Weighted average shares – diluted		177,327		171,103
Direct operations orders opened		876,900		1,055,600
Direct operations orders closed		559,400		643,100
Fee Per File	$	1,269	$	1,101

SUMMARY BALANCE SHEET INFORMATION
(In thousands, except per share amounts)

	March 31,		December 31,
	2005		2004
	Unaudited
Cash and investment portfolio	$	4,377,808	$	3,677,498
Goodwill		2,753,239		2,798,249
Capitalized software		467,531		440,780
Other intangible assets		703,913		672,185
Total assets		10,058,665		9,270,535
Notes payable		3,358,340		1,370,556
Reserve for claim losses		1,000,754		998,170
Secured trust deposits		788,355		735,295
Total equity		3,374,016		4,700,091
Book value per share		19.53		27.24

###