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, 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 8.01. Other Events
	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, 2006, Fidelity National Financial, Inc. (the “Company”) issued an earnings release announcing its financial results for the three months ended March 31, 2006. 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 8.01. Other Events

On April 26, 2006, Douglas Ammerman was appointed to serve on the audit committee of the Board of Directors of the Company.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

Exhibit	Description
99.1	Press release announcing Fidelity National Financial, Inc. Reports First Quarter 2006 EPS of $0.59.

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: May 2, 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 First Quarter 2006 EPS of $0.59.

EX-99.1

EXHIBIT 99.1

Fidelity National Financial, Inc. Reports First Quarter 2006 EPS of $0.59

Jacksonville, Fla. — (April 26, 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 period ended March 31, 2006.

	1st Quarter 2006	1st Quarter 2005
Total revenue	$2.36 billion	$2.27 billion
Gain on sale of minority interest in FIS	—	($318.2 million)
Adjusted Total Revenue	$2.36 billion	$1.95 billion
Earnings per diluted share	$0.59	$2.51
Net earnings	$106.4 million	$444.5 million
Gain on sale of minority interest in FIS	—	($318.2 million)
Adjusted net earnings	$106.4 million	$126.3 million
Adjusted earnings per share	$0.59	$0.71
Cash flow from operations	$16.4 million	$121.1 million
Income tax paid on FNT distribution	$108.8 million	—
Adjusted cash flow from operations	$125.2 million	$121.1 million

     The first quarter of 2006 operating results include $26.2 million in pre-tax expense related to the accelerated vesting of performance-based FIS options and merger related costs as a result of the FIS/Certegy merger. This expense reduced diluted net earnings per share by $0.05 in the first quarter of 2006.

     “This quarter was a good start to another important year in the evolution of FNF,” said Chairman and Chief Executive Officer William P. Foley, II. “We successfully closed the merger of FIS and Certegy on February 1^st and the FIS results that we reported include two months of the combined entity. We are encouraged by the early results of the merger, including tremendous organic growth, the formation of a joint venture that will make FIS the largest card

processor in Brazil by generating approximately $2 billion in revenue over the next twelve years and some early, tangible examples of revenue synergies”.

     “FNT delivered solid results in a difficult seasonal environment and, most importantly, enters the second quarter with some nice momentum. We also raised the FNT dividend by 16%, to $1.16 per share annually, in January as we have said before that we intend to meaningfully increase that dividend on an annual basis and approach our trough annual FNT earnings expectations of approximately $2 per share. We paid the $109 million in taxes associated with the October 2005 distribution of FNT stock, which impacted FNF’s cash flow from operations for the quarter.”

     “Our specialty insurance businesses continue to grow significantly, generating 41% revenue growth, with more than 565,000 flood insurance policies and nearly 200,000 personal lines policies in-force at March 31^st. Finally, we completed the Sedgwick acquisition on January 31. Our intent is to see Sedgwick continue to grow at its historic organic growth rate of as high as 20% on its $400 million revenue base and pursue further acquisitions in the Third Party Administration, or TPA space. Our goal is to build a TPA vehicle with $1 billion in revenue over the next eighteen to twenty-four months and determine the optimal means to generate significant value for our shareholders from that vehicle.”

     The following are summary financial results for the operating subsidiaries of FNF for the three-month periods ending March 31, 2006 and 2005:

     Fidelity National Title Group (“FNT”)

	1st Quarter 2006	1st Quarter 2005
Total revenue	$1.393 billion	$1.265 billion
Pre-tax margin	8.8%	10.4%
Net earnings	$79.1 million	$82.3 million
Net earnings per share — diluted	$0.46 per diluted share	$0.47 per diluted share

	1st Quarter 2006	1st Quarter 2005
Cash flow from operations	$80.2 million	$62.1 million
Return on average equity	12.7%	12.2%

     Fidelity National Information Services (“FIS”)

	1st Quarter 2006			1st Quarter 2005
Total revenue	$903.7 million			$653.1 million
Pro forma organic growth rate		8.7	%	N/A
Net earnings	$39.4 million			$44.6 million
EBITDA	$201.6 million			$162.8 million
Free cash flow	$66.9 million			$78.3 million
Cash earnings	$63.9 million			$66.6 million

     Specialty Insurance

	1st Quarter 2006	1st Quarter 2005
Total revenue	$110.4 million	$76.9 million
Pre-tax margin	29.4%	17.6%
Pre-tax earnings	$32.5 million	$13.5 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 248 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, www.fidelityinfoservices.com and www.sedgwickcms.com.

     This press release contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, 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. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to: changes in general economic, business and political conditions, including changes in the financial 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; our

potential inability to find suitable acquisition candidates, acquisitions in lines of business that will not necessarily be limited to our traditional areas of focus, or difficulties in integrating acquisitions; our dependence on operating subsidiaries as a source of cash flow; significant competition that our operating subsidiaries face; compliance with extensive government regulation of our operating subsidiaries; and other risks detailed in the “Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of the Company’s Form 10-K and other 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,
	2006		2005
	(Unaudited)
Direct title premiums	$	468,922	$	477,820
Agency title premiums		606,054		510,780
Total title premiums		1,074,976		988,600
Escrow and other title-related fees		253,527		242,154
Total title and escrow		1,328,503		1,230,754
Transaction processing services		843,199		606,565
Specialty insurance		106,743		75,508
Interest and investment income		47,930		26,424
Realized gains and losses		16,635		3,883
Gain on sale of minority interest in FIS		0		318,209
Other		12,761		10,295
Total revenue		2,355,771		2,271,638
Personnel costs		877,931		747,077
Other operating expenses		494,616		393,817
Agent commissions		469,707		391,466
Depreciation and amortization		124,631		97,327
Claim loss expense		114,492		87,164
Interest expense		54,645		24,507
Total expenses		2,136,022		1,741,358
Earnings before income taxes		219,749		530,280
Income tax expense		81,747		80,335
Minority interest		31,631		5,448
Net earnings	$	106,371	$	444,497
Net earnings per share — basic	$	0.61	$	2.57
Net earnings per share — diluted	$	0.59	$	2.51
Weighted average shares — basic		173,845		173,124
Weighted average shares — diluted		179,251		177,327
Direct operations orders opened		831,400		876,900
Direct operations orders closed		526,700		559,400

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

Three Months Ended																Corporate
March 31, 2006	Consolidated			Eliminations			FNTG			FIS			Specialty Insurance			and Other
Gross operating revenue	$	2,291,206			($57,736	)	$	1,340,746		$	900,935		$	106,743		$	518
Interest and investment income		47,930			0			38,012			1,709			3,656			4,553
Realized gains and losses		16,635			0			14,506			1,023			(4	)		1,110
Total revenue		2,355,771			(57,736	)		1,393,264			903,667			110,395			6,181
Personnel costs		877,931			0			452,435			413,220			11,315			961
Other operating expenses		494,616			(39,121	)		210,893			286,064			31,027			5,753
Agent commissions		469,707			(18,615	)		488,368			0			0			(46	)
Depreciation		41,322			0			17,619			23,454			147			102
Amortization		83,309			0			8,618			73,341			1,323			27
Claim loss expense		114,492			0			80,721			65			33,869			(163	)
Interest expense		54,645			0			11,326			43,268			256			(205	)
Total expenses		2,136,022			(57,736	)		1,269,980			839,412			77,937			6,429
Pretax earnings		219,749			0			123,284			64,255			32,458			(248	)
Pretax margin		9.3	%		—			8.8	%		7.1	%		29.4	%		—
Open orders		831,400			—			683,800			147,600			—			—
Closed orders		526,700			—			436,300			90,400			—			—

Three Months Ended																Corporate
March 31, 2005	Consolidated			Eliminations			FNTG			FIS			Specialty Insurance			and Other
Gross operating revenue	$	1,923,122			($40,544	)	$	1,240,930		$	651,580		$	75,508			($4,352	)
Interest and investment income		26,424			0			20,854			2,762			1,379			1,429
Realized gains and losses		322,092			0			3,436			(1,288	)		(4	)		319,948
Total revenue		2,271,638			(40,544	)		1,265,220			653,054			76,883			317,025
Personnel costs		747,077			0			424,660			312,095			8,425			1,897
Other operating expenses		393,817			(21,604	)		209,735			176,656			31,025			(1,995	)
Agent commissions		391,466			(18,940	)		409,901			0			0			505
Depreciation		33,382			0			17,694			15,652			17			19
Amortization		63,945			0			7,172			60,089			1,002			(4,318	)
Claim loss expense		87,164			0			64,226			75			22,905			(42	)
Interest expense		24,507			0			303			13,421			0			10,783
Total expenses		1,741,358			(40,544	)		1,133,691			577,988			63,374			6,849
Pretax earnings		530,280			0			131,529			75,066			13,509			310,176
Pretax margin		23.3	%		—			10.4	%		11.5	%		17.6	%		—
Open orders		876,900			—			747,700			129,200			—			—
Closed orders		559,400			—			488,500			70,900			—			—

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

	March 31,		December 31,
	2006		2005
	Unaudited
Cash and investment portfolio	$	4,945,415	$	5,077,583
Goodwill		4,720,473		2,873,861
Capitalized software		693,010		530,341
Other intangible assets		1,260,988		641,420
Total assets		14,090,857		11,104,617
Notes payable		3,578,094		3,217,019
Reserve for claim losses		1,144,981		1,113,506
Secured trust deposits		839,117		882,602
Total stockholders’ equity		4,230,645		3,279,775
Book value per share		24.21		18.84

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

For the Three Months Ended
March 31, 2006
Net Earnings	$	39,358
+ Interest Expense		43,268
+ Income Taxes		24,586
+ Depreciation		23,454
+ Amortization		73,341
+ Minority Interest		311
- Other Income		(2,713	)
EBITDA	$	201,605

For the Three Months Ended
March 31, 2005
Net Earnings	$	44,596
+ Interest Expense		13,421
+ Income Taxes		28,825
+ Depreciation		15,652
+ Amortization		60,089
+ Minority Interest		1,645
- Other Income		(1,475	)
EBITDA	$	162,753

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

For the Three Months Ended
March 31, 2006
Net Earnings	$	39,358
+ Depreciation		23,454
+ Amortization		73,341
- Capital Expenditures		(69,264	)
Free Cash Flow	$	66,889

For the Three Months Ended
March 31, 2005
Net Earnings	$	44,596
+ Depreciation		15,652
+ Amortization		60,089
- Capital Expenditures		(42,013	)
Free Cash Flow	$	78,324

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

For the Three Months Ended
March 31, 2006
Net Earnings	$	39,358
+ Amortization of Intangibles, Net of Income Tax		24,520
Cash Earnings	$	63,878

For the Three Months Ended
March 31, 2005
Net Earnings	$	44,596
+ Amortization of Intangibles, Net of Income Tax		21,970
Cash Earnings	$	66,566

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