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):
February 8, 2006

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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
	Item 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1

Item 2.02. Results of Operations and Financial Condition

On February 8, 2006, Fidelity National Financial, Inc. issued an earnings release announcing its financial results for the three months and twelve months ended December 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(a) On February 8, 2006, the Board of Directors of Fidelity National Financial, Inc., a Delaware corporation (“ FNF ”) elected Richard N. Massey to serve on its Board of Directors, effective immediately. Mr. Massey was not elected to any committees of the Board of Directors. A copy of the press release announcing Mr. Massey’s election is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Mr. Massey is Executive Vice President, General Counsel and Corporate Secretary of Alltel Corporation. Prior to joining Alltel in December 2005, Mr. Massey served as a managing director of Stephens, Inc. since 2000. Stephens, Inc. was engaged by the Company during 2005 to provide financial advisory services in connection with several transactions undertaken by the Company. The amount of fees paid by the Company for those services was $3,773,730.32 in 2005.

(b) On February 8, 2006, the Board of Directors of FNF appointed Brent B. Bickett, the Company’s Executive Vice President, Corporate Finance, to serve as the President of the Company and Alan L. Stinson, the Company’s Executive Vice President and Chief Financial Officer, to serve as the Chief Operating Officer of the Company. Mr. Stinson will continue to serve as the Chief Financial Officer of the Company. Biographical and other information required to be reported concerning Messrs. Bickett and Stinson are incorporated herein by reference to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 27, 2005.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

Exhibit	Description
99.1	Press release announcing Fidelity National Financial, Inc. Reports Fourth Quarter 2005 EPS of $0.64 or $1.20 Before the Tax Impact of the FNT Distribution.

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: February 14, 2006	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 Fourth Quarter 2005 EPS of $0.64 or $1.20 Before the Tax Impact of the FNT Distribution.

EX-99.1

Exhibit 99.1

Fidelity National Financial, Inc. Reports Fourth Quarter 2005 EPS of $0.64 or $1.20
Before the Tax Impact of the FNT Distribution

Jacksonville, Fla. — (February 8, 2006) — Fidelity National Financial, Inc. (NYSE:FNF), a Fortune 500 provider of outsourced products and services to a variety of industries, today reported operating results for the three-month and twelve-month periods ended December 31, 2005.

	4th Quarter 2005		4th Quarter 2004
Total revenue	$2.43 billion		$2.10 billion
Earnings per diluted share	$	0.64	$	0.98
Net earnings	$115.2 million		$174.9 million
Tax on FNT distribution	$100.0 million		—
Adjusted net earnings	$215.2 million		$174.9 million
Adjusted earnings per share	$	1.20	$	0.98
Cash flow from operations	$270.6 million		$245.4 million

	Full Year 2005		Full Year 2004
Total revenue	$9.67 billion		$8.30 billion
Earnings per diluted share	$	5.43	$	4.21
Net earnings	$964.1 million		$741.0 million
Tax on FNT distribution	$100.0 million		—
Gain on sale of minority interest in FIS	$(318.2 million)		—
Adjusted net earnings	$745.9 million		$741.0 million
Adjusted earnings per share	$	4.20	$	4.21
Cash flow from operations	$1.311 billion		$1.171 billion

     “This was a great finish to a very exciting year for FNF and all of its shareholders,” said Chairman and Chief Executive Officer William P. Foley, II. “2005 was a year where we spent a great deal of time and effort attempting to maximize the value of the assets of FNF, create shareholder value and provide the investment community with greater transparency in assisting it in its efforts to best value the individual operating subsidiaries that comprise Fidelity National

Financial. We have completed the initial transformation of FNF into a holding company with four distinct operating subsidiaries, Fidelity National Title Group, Fidelity National Information Services, Specialty Insurance and Sedgwick CMS. FNT became public through the October 2005 distribution of 17.5% of the stock of Fidelity National Title Group to FNF shareholders. FIS became public through the merger with Certegy that was completed on February 1, 2006. Having both FNT and FIS as publicly-traded subsidiaries provides greater transparency for the investment community in its efforts to value the two largest pieces of FNF. We are also focused on continuing to grow our specialty insurance operations, both organically and through potential future acquisitions. Our fourth operating subsidiary is Sedgwick CMS, which was acquired on January 31, 2006. We believe there are realistic opportunities to add to our Sedgwick CMS investment through further acquisitions in the outsourced claims management marketplace. Finally, at the FNF holding company level, we now have $340 million in available cash, after the Sedgwick CMS acquisition, and no debt on the balance sheet. As we move through 2006, we will remain focused on the same goals of maximizing the value of FNF’s assets, creating shareholder value and providing greater transparency to the investment community.”

     The following are summary financial results for the operating subsidiaries of FNF for both the three-month and twelve-month periods ending December 31, 2005 and 2004:

Fidelity National Title Group (“FNT”)

	4th Quarter 2005			Full Year 2005
Total revenue	$1.587 billion			$6.316 billion
Pre-tax margin		12.9	%		13.7	%
Net earnings	$126.4 million			$539.0 million
Net earnings per share — diluted	$0.73 per diluted share			$3.11 per diluted share
Cash flow from operations	$102.0 million			$697.5 million
Return on average equity		20.7	%		20.9	%

Fidelity National Information Services (“FIS”)

	4th Quarter 2005			4th Quarter 2004
Total revenue	$708.4 million			$679.7 million
Organic growth rate		7.9	%		N/A
Net earnings	$45.5 million			$34.4 million
EBITDA	$186.9 million			$139.3 million
Free cash flow	$64.7 million			$65.5 million
Cash earnings	$63.4 million			$55.3 million
Pre-tax operating margin, (excluding interest expense)		15.4	%		9.0	%

	Full Year 2005			Full Year 2004
Total revenue	$2.776 billion			$2.346 billion
Organic growth rate		5.3	%		N/A
Net earnings	$196.6 million			$189.4 million
EBITDA	$746.5 million			$552.3 million
Free cash flow	$257.2 million			$250.3 million
Cash earnings	$275.3 million			$254.9 million
Pre-tax operating margin (excluding interest expense)		16.1	%		13.4	%

Specialty Insurance

	4th Quarter 2005			4th Quarter 2004
Total revenue	$184.2 million			$69.2 million
Pre-tax margin		50.5	%		12.5	%
Pre-tax earnings	$93.1 million			$8.7 million

	Full Year 2005			Full Year 2004
Total revenue	$438.0 million			$242.8 million
Pre-tax margin		30.5	%		13.0	%
Pre-tax earnings	$133.5 million			$31.6 million

     FNF presents its financial results in accordance with Generally Accepted Accounting Principles (“GAAP”). However, in order to provide the investment community with a more thorough means of evaluating the operating performance of its operations, FNF also reports several non-GAAP measures, including earnings before interest, taxes, depreciation and amortization (“EBITDA”), net earnings plus depreciation and amortization less capital expenditures (“Free Cash Flow”) and net earnings plus other intangible amortization, net of income tax (“Cash Earnings”). Any non-GAAP measures should be considered in context with the GAAP financial presentation and should not be considered in isolation or as a substitute for GAAP net earnings.

     Fidelity National Financial, Inc. (NYSE:FNF), number 261 on the Fortune 500, is a provider of outsourced products and services to a variety of industries. Through its majority-owned, publicly-traded subsidiary, Fidelity National Title Group, Inc. (NYSE:FNT), FNF is the nation’s largest title insurance company, with nearly 31 percent national market share. Through its majority-owned, publicly-traded subsidiary, Fidelity National Information Services, Inc. (NYSE:FIS), FNF provides an industry leading suite of data processing, payment and risk management services to financial institutions and retailers. Through its wholly-owned subsidiaries, FNF is also a leading provider of specialty insurance products, including flood insurance, homeowners insurance and home warranty insurance. Through its minority-owned subsidiary, Sedgwick CMS, FNF is a leading provider of outsourced insurance claims management services to large corporate and public sector entities. More information about the FNF family of companies can be found at www.fnf.com, www.fntg.com and www.fidelityinfoservices.com and www.sedgwickcms.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 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				Twelve months ended
	December 31,				December 31,
	2005		2004		2005		2004
	(Unaudited)				(Unaudited)
Direct title premiums	$	559,102	$	537,681	$	2,261,499	$	2,128,902
Agency title premiums		659,357		579,408		2,683,545		2,610,426
Total title premiums		1,218,459		1,117,089		4,945,044		4,739,328
Escrow and other title-related fees		292,550		263,211		1,157,022		1,042,243
Total title and escrow		1,511,009		1,380,300		6,102,066		5,781,571
Transaction processing services		658,204		596,956		2,570,372		2,118,672
Specialty insurance		180,663		68,007		428,939		239,256
Interest and investment income		50,099		21,404		146,519		70,874
Realized gains and losses		19,595		17,835		53,876		36,961
Gain on sale of minority interest in FIS		0		0		318,209		0
Other		12,312		10,565		48,957		48,668
Total revenue		2,431,882		2,095,067		9,668,938		8,296,002
Personnel costs		828,435		727,856		3,224,678		2,786,297
Other operating expenses		428,544		438,270		1,716,711		1,599,894
Agent commissions		501,920		444,347		2,060,467		2,028,926
Depreciation and amortization		108,081		105,844		406,259		338,434
Claim loss expense		147,236		80,457		480,556		311,146
Interest expense		52,326		16,721		172,327		47,214
Total expenses		2,066,542		1,813,495		8,060,998		7,111,911
Earnings before income taxes		365,340		281,572		1,607,940		1,184,091
Income tax expense		218,814		104,182		573,391		438,114
Minority interest		31,362		2,524		70,443		5,015
Net earnings	$	115,164	$	174,866	$	964,106	$	740,962
Net earnings per share — basic	$	0.66	$	1.01	$	5.58	$	4.33
Net earnings per share — diluted	$	0.64	$	0.98	$	5.43	$	4.21
Weighted average shares — basic		173,292		173,478		172,839		171,014
Weighted average shares — diluted		178,608		178,124		177,597		176,000
Direct operations orders opened		771,800		825,500		3,615,400		3,680,200
Direct operations orders closed		595,900		616,600		2,487,000		2,636,300

FIDELITY NATIONAL FINANCIAL, INC.
SEGMENT INFORMATION
(In thousands)

Three Months Ended													Specialty			Corporate
December 31, 2005	Consolidated			Eliminations			FNTG			FIS			Insurance			and Other
Gross operating revenue	$	2,362,188		$	(49,577	)	$	1,526,346		$	707,683		$	180,663		$	(2,927	)
Interest and investment income		50,099			0			41,018			1,566			3,521			3,994
Realized gains and losses		19,595			0			19,179			(813	)		11			1,218
Total revenue		2,431,882			(49,577	)		1,586,543			708,436			184,195			2,285
Personnel costs		828,435			0			481,976			330,115			12,407			3,937
Other operating expenses		428,544			(30,032	)		235,419			189,815			31,851			1,491
Agent commissions		501,920			(19,545	)		523,652			0			0			(2,187	)
Depreciation		37,065			0			18,065			18,776			151			73
Amortization		71,016			0			10,833			58,976			1,198			9
Claim loss expense		147,236			0			100,421			1,644			45,276			(105	)
Interest expense		52,326			0			11,270			39,421			209			1,426
Total expenses		2,066,542			(49,577	)		1,381,636			638,747			91,092			4,644
Pretax earnings		365,340			0			204,907			69,689			93,103			(2,359	)
Pretax margin		15.0	%		—			12.9	%		9.8	%		50.5	%		—
Open orders		771,800			—			653,900			117,900			—			—
Closed orders		595,900			—			517,900			78,000			—			—

Three Months Ended													Specialty			Corporate
December 31, 2004	Consolidated			Eliminations			FNTG			FIS			Insurance			and Other
Gross operating revenue	$	2,055,828		$	(36,362	)	$	1,385,846		$	674,996		$	68,007		$	(36,659	)
Interest and investment income		21,404			0			19,336			460			1,195			413
Realized gains and losses		17,835			0			5,353			4,258			(2	)		8,226
Total revenue		2,095,067			(36,362	)		1,410,535			679,714			69,200			(28,020	)
Personnel costs		727,856			0			412,934			306,128			6,534			2,260
Other operating expenses		438,270			(24,176	)		209,264			234,652			37,901			(19,371	)
Agent commissions		444,347			(12,186	)		466,056			(391	)		0			(9,132	)
Depreciation		36,303			0			18,928			17,296			15			64
Amortization		69,541			0			7,690			61,105			600			146
Claim loss expense		80,457			0			64,897			30			15,474			56
Interest expense		16,721			0			799			3,878			3			12,041
Total expenses		1,813,495			(36,362	)		1,180,568			622,698			60,527			(13,936	)
Pretax earnings		281,572			0			229,967			57,016			8,673			(14,084	)
Pretax margin		13.4	%		—			16.3	%		8.4	%		12.5	%		—
Open orders		825,500			—			697,200			128,300			—			—
Closed orders		616,600			—			541,700			74,900			—			—

FIDELITY NATIONAL FINANCIAL, INC.
SEGMENT INFORMATION
(In thousands)

Twelve Months Ended													Specialty			Corporate
December 31, 2005	Consolidated			Eliminations			FNTG			FIS			Insurance			and Other
Gross operating revenue	$	9,150,334		$	(185,864	)	$	6,153,093		$	2,766,086		$	428,939		$	(11,920	)
Interest and investment income		146,519			0			118,084			6,392			8,991			13,052
Realized gains and losses		372,085			0			44,684			3,767			73			323,561
Total revenue		9,668,938			(185,864	)		6,315,861			2,776,245			438,003			324,693
Personnel costs		3,224,678			0			1,897,904			1,276,557			40,451			9,766
Other operating expenses		1,716,711			(105,029	)		935,263			751,282			135,321			(126	)
Agent commissions		2,060,467			(80,835	)		2,140,912			0			0			390
Depreciation		138,593			0			69,588			68,374			413			218
Amortization		267,666			0			32,517			231,263			3,866			20
Claim loss expense		480,556			0			354,710			1,928			124,054			(136	)
Interest expense		172,327			0			16,663			126,778			377			28,509
Total expenses		8,060,998			(185,864	)		5,447,557			2,456,182			304,482			38,641
Pretax earnings		1,607,940			0			868,304			320,063			133,521			286,052
Pretax margin		16.6	%		—			13.7	%		11.5	%		30.5	%		—
Open orders		3,615,400			—			3,052,800			562,600			—			—
Closed orders		2,487,000			—			2,169,700			317,300			—			—

Twelve Months Ended													Specialty			Corporate
December 31, 2004	Consolidated			Eliminations			FNTG			FIS			Insurance			and Other
Gross operating revenue	$	8,188,167		$	(196,151	)	$	5,801,580		$	2,331,527		$	239,256		$	11,955
Interest and investment income		70,874			0			64,885			1,232			3,315			1,442
Realized gains and losses		36,961			0			22,948			12,874			249			890
Total revenue		8,296,002			(196,151	)		5,889,413			2,345,633			242,820			14,287
Personnel costs		2,786,297			0			1,680,805			1,073,395			28,815			3,282
Other operating expenses		1,599,894			(101,855	)		849,554			715,796			128,706			7,693
Agent commissions		2,028,926			(94,296	)		2,117,122			3,974			0			2,126
Depreciation		124,231			0			65,508			58,203			83			437
Amortization		214,203			0			30,210			180,197			3,176			620
Claim loss expense		311,146			0			259,402			133			50,484			1,127
Interest expense		47,214			0			3,885			4,496			4			38,829
Total expenses		7,111,911			(196,151	)		5,006,486			2,036,194			211,268			54,114
Pretax earnings		1,184,091			0			882,927			309,439			31,552			(39,827	)
Pretax margin		14.3	%		—			15.0	%		13.2	%		13.0	%		—
Open orders		3,680,200			—			3,142,900			537,300			—			—
Closed orders		2,636,300			—			2,249,800			386,500			—			—

FIDELITY NATIONAL FINANCIAL, INC.
SUMMARY BALANCE SHEET INFORMATION
(In thousands, except per share amounts)

	December 31,		December 31,
	2005		2004
	Unaudited
Cash and investment portfolio	$	5,077,583	$	3,677,498
Goodwill		2,873,861		2,798,249
Capitalized software		530,341		440,780
Other intangible assets		641,420		672,185
Total assets		11,104,617		9,270,535
Notes payable		3,217,019		1,370,556
Reserve for claim losses		1,113,506		998,170
Secured trust deposits		882,602		735,295
Total stockholders’ equity		3,279,775		4,700,091
Book value per share		18.84		27.24

FIDELITY NATIONAL FINANCIAL, INC.
FIS SEGMENT NET EARNINGS TO EBITDA RECONCILIATIONS
(In thousands)

For the Three Months Ended
December 31, 2005
Net Earnings	$	45,486
+ Interest Expense		39,421
+ Income Taxes		25,924
+ Depreciation		18,776
+ Amortization		58,976
+ Minority Interest		(1,721	)
EBITDA	$	186,862

For the Twelve Months Ended
December 31, 2005
Net Earnings	$	196,550
+ Interest Expense		126,778
+ Income Taxes		119,063
+ Depreciation		68,374
+ Amortization		231,263
+ Minority Interest		4,450
EBITDA	$	746,478

For the Three Months Ended
December 31, 2004
Net Earnings	$	34,410
+ Interest Expense		3,878
+ Income Taxes		20,934
+ Depreciation		17,296
+ Amortization		61,105
+ Minority Interest		1,672
EBITDA	$	139,295

For the Twelve Months Ended
December 31, 2004
Net Earnings	$	189,416
+ Interest Expense		4,496
+ Income Taxes		116,350
+ Depreciation		58,203
+ Amortization		180,197
+ Minority Interest		3,673
EBITDA	$	552,335

FIDELITY NATIONAL FINANCIAL, INC.
FIS SEGMENT NET EARNINGS TO FREE CASH FLOWS RECONCILIATIONS
(In thousands)

For the Three Months Ended
December 31, 2005
Net Earnings	$	45,486
+ Depreciation		18,776
+ Amortization		58,976
- Capital Expenditures		(58,509	)
Free Cash Flow	$	64,729

For the Twelve Months Ended
December 31, 2005
Net Earnings	$	196,550
+ Depreciation		68,374
+ Amortization		231,263
- Capital Expenditures		(239,006	)
Free Cash Flow	$	257,181

For the Three Months Ended
December 31, 2004
Net Earnings	$	34,410
+ Depreciation		17,296
+ Amortization		61,105
- Capital Expenditures		(47,278	)
Free Cash Flow	$	65,533

For the Twelve Months Ended
December 31, 2004
Net Earnings	$	189,416
+ Depreciation		58,203
+ Amortization		180,197
- Capital Expenditures		(177,502	)
Free Cash Flow	$	250,314

FIDELITY NATIONAL FINANCIAL, INC.
FIS SEGMENT NET EARNINGS TO CASH EARNINGS RECONCILIATIONS
(In thousands)

For the Three Months Ended
December 31, 2005
Net Earnings	$	45,486
+ Amortization of Intangibles, Net of Income Tax		17,877
Cash Earnings	$	63,363

For the Twelve Months Ended
December 31, 2005
Net Earnings	$	196,550
+ Amortization of Intangibles, Net of Income Tax		78,733
Cash Earnings	$	275,283

For the Three Months Ended
December 31, 2004
Net Earnings	$	34,410
+ Amortization of Intangibles, Net of Income Tax		20,864
Cash Earnings	$	55,274

For the Twelve Months Ended
December 31, 2004
Net Earnings	$	189,416
+ Amortization of Intangibles, Net of Income Tax		65,436
Cash Earnings	$	254,852

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