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):
October 21, 2004

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
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

Item 2.02. Results of Operations and Financial Condition

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.

On October 21, 2004, Fidelity National Financial, Inc. issued an earnings release announcing its financial results for the three months ended September 30, 2004. A copy of the earnings release is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

Exhibit 99.1 — Press Release of Fidelity National Financial, Inc., dated October 21, 2004.

SIGNATURES

     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 hereunto duly authorized.

	FIDELITY NATIONAL FINANCIAL, INC.
Dated: October 21, 2004	By:	/s/ William P. Foley
		William P. Foley, II
		Chief Executive Officer

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release of Fidelity National Financial, Inc., dated October 21, 2004

EX-99.1

EXHIBIT 99.1

PRESS RELEASE

Fidelity National Financial, Inc. Reports Third Quarter 2004 EPS of $1.09

     Jacksonville, Fla. — (October 21, 2004) — 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 and nine-month periods ended September 30, 2004.

3rd Quarter 2004	3rd Quarter 2003
Net Earnings	Net Earnings
$193.8 million	$277.3 million
$1.09 per diluted share	$1.81 per diluted share

Nine Months Ended September 30, 2004	Nine Months Ended September 30, 2003
Net Earnings	Net Earnings
$566.1 million	$665.6 million
$3.23 per diluted share	$4.50 per diluted share

• Operating revenue for the third quarter of 2004 was $2.14 billion, compared with $2.17 billion for the third quarter of 2003

• Total title and escrow revenue was $1.51 billion for the third quarter of 2004 versus $1.53 billion in the third quarter of 2003

• Direct and agency title premiums were $508 million and $741 million, respectively, for the third quarter of 2004 versus direct and agency title premiums of $637 million and $584 million, respectively, in the third quarter of 2003

• Escrow and other title related fees were $263 million for the third quarter of 2004 versus $313 million for the third quarter of 2003

• Revenue from Financial Institution Software and Services (“FISS”), was $310 million for the third quarter of 2004 versus $226 million for the third quarter of 2003

• FISS gross organic revenue growth, including inter segment revenue, was 10.5 percent for the third quarter of 2004 over the third quarter of 2003; net organic revenue growth was 4.2 percent

• Lender Outsourcing Solutions (“LOS”) revenue was $103 million for the third quarter of 2004 versus $206 million for the third quarter of 2003; LSI contributed $34 million and Default Management $58 million in revenue for the third quarter of 2004 versus $143 million for LSI and $45 million for Default Management in the third quarter of 2003

• Information Services (“IS”) revenue was $141 million for the third quarter of 2004 compared with $155 million for the third quarter of 2003

• Specialty Insurance contributed $64 million for the third quarter of 2004 versus $33 million in the third quarter of 2003

     The following tables provide segment financial information for the three months ended September 30, 2004 and September 30, 2003:

Three months ended September 30,
2004	Title and												Specialty			Corporate
$ amounts in thousands	Escrow			FISS			LOS			IS			Insurance			and Other			Total
Gross Operating Revenue	$	1,527,598		$	328,542		$	103,442		$	155,186		$	64,161		$	14,605		$	2,193,534
Inter Segment Eliminations	($	16,869	)	($	18,528	)	($	900	)	($	14,252	)	$	0		$	0		($	50,549	)
Net Operating Revenue	$	1,510,729		$	310,014		$	102,542		$	140,934		$	64,161		$	14,605		$	2,142,985
Interest /Investment Income and Realized Gains/ (Losses)	$	13,106		($	199	)	$	146		$	292		$	944		$	2,605		$	16,894
Pre-Tax Income (Loss)	$	207,878		$	46,689		$	18,885		$	32,547		$	8,162		($	14,535	)	$	299,626
Gross Pre-Tax Margin		13.5	%		14.2	%		18.2	%		20.9	%		12.5	%		—			13.6	%
Net Pre-Tax Margin		13.6	%		15.1	%		18.4	%		23.0	%		12.5	%		—			13.9	%

Three months ended September 30,
2003	Title and												Specialty			Corporate
$ amounts in thousands	Escrow			FISS			LOS			IS			Insurance			and Other			Total
Gross Operating Revenue	$	1,636,613		$	230,031		$	206,637		$	164,977		$	32,854		$	13,347		$	2,284,459
Inter Segment Eliminations	($	102,706	)	($	4,004	)	($	523	)	($	9,524	)	$	0		$	0		($	116,757	)
Net Operating Revenue	$	1,533,907		$	226,027		$	206,114		$	155,453		$	32,854		$	13,347		$	2,167,702
Interest /Investment Income and Realized Gains/ (Losses)	$	62,860		($	76	)	$	211		$	455		$	432		($	1,173	)	$	62,709
Pre-Tax Income (Loss)	$	341,462		$	37,790		$	79,397		$	25,285		$	3,857		($	27,502	)	$	460,289
Pre-Tax Margin (Gross)		20.1	%		16.4	%		38.4	%		15.3	%		11.6	%		—			19.6	%
Pre-Tax Margin (Net)		21.4	%		16.7	%		38.5	%		16.2	%		11.6	%		—			20.6	%

     ^* The inter segment eliminations for the FISS, LOS and IS segments represent revenue from the Title and Escrow segment

     “We continue to make significant progress on our goal of diversifying the revenue and earnings streams of the company, with 30 percent of our third quarter revenue coming from sources other than the core title business,” said Chairman and Chief Executive Officer William P. Foley, II. “We were active in acquisitions during the third quarter, closing three transactions and announcing a fourth. Geotrac is a provider of flood determination and life of loan monitoring services that is being integrated with our existing flood business. We acquired 29% of Covansys, an offshore development company that is already assisting in our software development initiatives. Kordoba is a provider of core processing software and outsourcing solutions to the German banking market that positions FNF to benefit from the growth opportunity in the German core processing market and provides a significant foundation in this key European economy to assist in the realization of our overall expansion plans throughout Europe. Additionally, in September we announced the acquisition of Intercept, continuing our ongoing strategy of building more significant critical mass in technology solutions we provide for the domestic community banking and credit union marketplaces. The Intercept acquisition provides FNF with an incremental 425 core processing customers and more than 700 additional item processing customers. We are also confident in our ability to realize at least $25 million in

cost synergies through our integration efforts of InterCept into FNF. Finally, we are excited to be on track to exceed our 2003 record revenue of $7.7 billion, despite the slowdown from 2003’s tremendous refinance market.”

     The following table depicts monthly direct orders opened and closed in the title and escrow business for the third quarter of both 2004 and 2003:

Month	Direct Orders Opened		Direct Orders Closed		Closing %
July 2004		280,100		203,500		73	%
August 2004		295,500		201,800		68	%
September 2004		298,300		199,400		67	%
Third Quarter 2004		873,900		604,700		69	%

Month	Direct Orders Opened		Direct Orders Closed		Closing %
July 2003		514,000		461,900		90	%
August 2003		326,000		404,000		124	%
September 2003		283,200		318,000		112	%
Third Quarter 2003		1,123,200		1,183,900		105	%

     “Order volumes continued to gain momentum as the third quarter progressed, providing solid monthly order volumes as we head into the final quarter of the year,” said President Randy Quirk. “We remain focused on controlling our cost structure, eliminating 320 positions during the quarter, as we prepare for the normally seasonally slower period of the late fourth quarter and first quarter of next year.”

     Fidelity National Financial, Inc., number 262 on the Fortune 500, is a provider of products and outsourced services and solutions to financial institutions and the real estate

industry. The Company had total revenue of more than $7.7 billion and earned more than $860 million in 2003, with cash flow from operations of nearly $1.3 billion for that same period. FNF is a leading provider of information-based technology solutions and processing services to financial institutions and the mortgage and financial services industries through its subsidiary Fidelity Information Services, Inc. Fidelity Information Services’ 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 has clients in more than 50 countries who rely on its processing and outsourcing products and services. Additionally, FNF is the nation’s largest title insurance company and also provides other real estate-related services such as escrow, flood and tax certifications with life of loan monitoring, merged credit reporting, property valuations and appraisals, default management, relocation services, flood, homeowners and home warranty insurance, exchange intermediary services, mortgage loan aggregation and fulfillment, multiple listing services software, mortgage loan origination software, collateral scoring analytics and real property data. 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 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					Nine months ended
	September 30,					September 30,
	2004			2003		2004		2003
	(Unaudited)					(Unaudited)
Operating revenue	$	2,142,985		$	2,167,702	$	6,132,339	$	5,539,298
Interest and investment income		18,919			13,686		49,470		45,380
Realized gains and losses		(2,025	)		49,023		19,126		88,910
Total revenue		2,159,879			2,230,411		6,200,935		5,673,588
Personnel costs		700,308			715,332		2,058,441		1,829,974
Other operating expenses		493,394			511,231		1,415,286		1,271,094
Agent commissions		580,241			458,952		1,584,579		1,252,831
Claim loss expense		75,194			73,339		209,617		186,718
Interest expense		11,116			11,268		30,493		30,199
Total expenses		1,860,253			1,770,122		5,298,416		4,570,816
Earnings before income taxes		299,626			460,289		902,519		1,102,772
Income tax expense		104,833			177,273		333,932		419,054
Minority interest		991			5,674		2,491		18,114
Net earnings	$	193,802		$	277,342	$	566,096	$	665,604
Net earnings per share — basic	$	1.12		$	1.87	$	3.33	$	4.65
Net earnings per share — diluted	$	1.09		$	1.81	$	3.23	$	4.50
Weighted average shares — basic		173,369			148,514		170,187		143,154
Weighted average shares — diluted		177,976			153,328		175,287		147,840
Direct operations orders opened		873,900			1,123,200		2,854,700		4,053,100
Direct operations orders closed		604,700			1,183,900		2,019,700		2,967,400
Fee Per File	$	1,300		$	940	$	1,190	$	953

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

	September 30,		December 31,
	2004		2003
	(Unaudited)
Cash and investment portfolio	$	3,830,764	$	3,149,472
Goodwill		2,509,185		1,926,478
Capitalized software		372,760		290,108
Other intangible assets		573,306		529,716
Total assets		8,998,300		7,263,175
Notes payable		995,391		659,186
Reserve for claim losses		996,765		940,217
Secured trust deposits		882,981		671,882
Total equity		4,628,620		3,873,359
Book value per share		26.55		23.50

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