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 15, 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
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

Item 2.02. Results of Operations and Financial Condition

On February 15, 2005, Fidelity National Financial, Inc. issued an earnings release announcing its financial results for the three months and year ended December 31, 2004. 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 99.1 — Press Release of Fidelity National Financial, Inc., dated February 15, 2005.

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: February 16, 2005	By:	/s/ Alan L. Stinson
		Alan L. Stinson
		Chief Executive Officer

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release of Fidelity National Financial, Inc., dated February 15, 2005

EX-99.1

EXHIBIT 99.1

PRESS RELEASE

Fidelity National Financial, Inc. Reports Fourth Quarter 2004 EPS of $0.98;
Operating EPS of $1.08 Before Non-Recurring Expenses in Fourth Quarter

Jacksonville, Fla. — (February 15, 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 and twelve-month periods ended December 31, 2004.

4th Quarter 2004	4th Quarter 2003
Net Earnings	Net Earnings
$174.9 million	$196.2 million
$0.98 per diluted share	$1.16 per diluted share

Twelve Months Ended December 31, 2004	Twelve Months Ended December 31, 2003
Net Earnings	Net Earnings
$741.0 million	$861.8 million
$4.21 per diluted share	$5.63 per diluted share

•   Total revenue for the fourth quarter of 2004 was $2.10 billion, compared with $2.04 billion for the fourth quarter of 2003

•   Total title and escrow revenue was $1.38 billion for the fourth quarter of 2004 versus $1.49 billion in the fourth quarter of 2003

•   Direct and agency title premiums were $538 million and $579 million, respectively, for the fourth quarter of 2004 versus direct and agency title premiums of $526 million and $728 million, respectively, in the fourth quarter of 2003

•   Escrow and other title related fees were $263 million for the fourth quarter of 2004 versus $238 million for the fourth quarter of 2003

•   Specialty Insurance contributed $68 million for the fourth quarter of 2004 versus $44 million in the fourth quarter of 2003

•   Revenue from Financial Institution Software and Services (“FISS”), was $361 million for the fourth quarter of 2004 versus $243 million for the fourth quarter of 2003

•   FISS gross organic revenue growth, including inter-segment revenue, was 0.9 percent for the fourth quarter of 2004 over the fourth quarter of 2003, while net organic revenue growth was 0.2 percent; FISS gross organic revenue growth was 7.2 percent for the full-year 2004 versus 2003, while net organic revenue growth was 2.0 percent for 2004 over 2003

•   Lender Outsourcing Solutions (“LOS”) revenue was $81 million for the fourth quarter of 2004 equal to the $81 million for the fourth quarter of 2003; LSI, which provides centralized loan facilitation services for national lenders, contributed $14 million and Default Management $62 million in revenue for the fourth quarter of 2004 versus $10 million for LSI and $50 million for Default Management in the fourth quarter of 2003

•   For accounting purposes, $23 million of LSI revenue is included in direct title premiums for the fourth quarter of 2004 versus $66 million in the fourth quarter of 2003; for the full year 2004 $128 million of LSI revenue is included versus $288 million for the full year 2003

•   Information Services (“IS”) revenue was $155 million for the fourth quarter of 2004 compared with $136 million for the fourth quarter of 2003

•   Cash flow from operations was $243 million for the fourth quarter of 2004 and $1.17 billion for the full-year 2004

     Included in the fourth quarter results were $16.8 million, or $0.09 per diluted share, in non-recurring, after-tax expenses that the company recorded during the fourth quarter. These include $6.3 million, or $0.04 per diluted share, in expenses incurred in connection with the previously planned and postponed initial public offering of Fidelity National Information Services, Inc. (“FIS”). Those costs had been capitalized prior to the postponement of the initial public offering. Additionally, there were $4.0 million, or $0.02 per diluted share, in software and other assets from the real estate technology division that were written off in the fourth quarter and $2.3 million, or $0.01 per diluted share, in costs associated with the previously announced shut down of the Canadian Print operation in the MLS division. Finally, a $4.3 million charge, or $0.02 per diluted share, was recorded to write down a joint venture to its net realizable cash value.

     The following tables provide segment financial information for the three months ended December 31, 2004 and December 31, 2003:

Three months ended
December 31, 2004	Title and			Specialty												Corporate
$ amounts in thousands	Escrow			Insurance			FISS			LOS			IS			and Other			Total
Gross Operating Revenue	$	1,379,149		$	68,007		$	377,101		$	104,178		$	163,840		$	10,565		$	2,102,840
Inter Segment Eliminations		($22,193	)	$	0			($16,173	)	$	0			($8,646	)	$	0			($47,012	)
Net Operating Revenue	$	1,356,956		$	68,007		$	360,928		$	104,178		$	155,194		$	10,565		$	2,055,828
Interest/Investment Income and Realized Gains/(Losses)	$	24,606		$	1,194		$	17,109		$	240			($6,765	)	$	2,855		$	39,239
Pre-Tax Income (Loss)	$	223,822		$	9,077		$	50,903		$	16,876		$	17,641			($36,747	)	$	281,572
Gross Pre-Tax Margin		15.9	%		13.1	%		12.9	%		16.2	%		11.2	%		—			13.1	%
Net Pre-Tax Margin		16.2	%		13.1	%		13.5	%		16.2	%		11.9	%		—			13.4	%

Three months ended
December 31, 2003	Title and			Specialty												Corporate
$ amounts in thousands	Escrow			Insurance			FISS			LOS			IS			and Other			Total
Gross Operating Revenue	$	1,477,432		$	44,190		$	255,218		$	146,577		$	143,280		$	13,351		$	2,080,048
Inter Segment Eliminations		($51,073	)	$	0			($12,574	)	$	0			($7,214	)	$	0			($70,861	)
Net Operating Revenue	$	1,426,359		$	44,190		$	242,644		$	146,577		$	136,066		$	13,351		$	2,009,187
Interest/Investment Income and Realized Gains/(Losses)	$	29,580		$	306			($56	)	$	193		$	656		$	1,761		$	32,440
Pre-Tax Income (Loss)	$	225,065		$	2,388		$	41,676		$	49,386		$	25,210			($25,860	)	$	317,867
Pre-Tax Margin (Gross)		14.9	%		5.4	%		16.3	%		33.7	%		17.5	%		—			15.1	%
Pre-Tax Margin (Net)		15.5	%		5.4	%		17.2	%		33.7	%		18.4	%		—			15.6	%

     The following tables provide segment financial information for the twelve months ended December 31, 2004 and December 31, 2003:

Twelve months ended
December 31, 2004	Title and			Specialty												Corporate
$ amounts in thousands	Escrow			Insurance			FISS			LOS			IS			and Other			Total
Gross Operating Revenue	$	5,759,697		$	239,256		$	1,269,766		$	450,415		$	633,757		$	48,668		$	8,401,559
Inter Segment Eliminations		($106,347	)	$	0			($62,441	)	$	0			($44,604	)	$	0			($213,392	)
Net Operating Revenue	$	5,653,350		$	239,256		$	1,207,325		$	450,415		$	589,153		$	48,668		$	8,188,167
Interest/Investment Income and Realized Gains/(Losses)	$	81,817		$	3,564		$	16,678		$	733			($3,628	)	$	8,671		$	107,835
Pre-Tax Income (Loss)	$	862,491		$	31,552		$	177,792		$	99,501		$	112,823			($100,068	)	$	1,184,091
Gross Pre-Tax Margin		14.8	%		13.0	%		13.8	%		22.1	%		17.9	%		—			13.9	%
Net Pre-Tax Margin		15.0	%		13.0	%		14.5	%		22.1	%		19.3	%		—			14.3	%

Twelve months ended
December 31, 2003	Title and			Specialty												Corporate
$ amounts in thousands	Escrow			Insurance			FISS			LOS			IS			and Other			Total
Gross Operating Revenue	$	5,757,196		$	135,231		$	701,246		$	604,401		$	598,008		$	56,794		$	7,852,876
Inter Segment Eliminations		($250,687	)	$	0			($14,806	)	$	0			($38,898	)	$	0			($304,391	)
Net Operating Revenue	$	5,506,509		$	135,231		$	686,440		$	604,401		$	559,110		$	56,794		$	7,548,485
Interest/Investment Income and Realized Gains/(Losses)	$	156,748		$	2,192			($243	)	$	951		$	1,985		$	5,097		$	166,730
Pre-Tax Income (Loss)	$	1,071,244		$	15,232		$	110,801		$	200,454		$	101,330			($78,422	)	$	1,420,639
Pre-Tax Margin (Gross)		18.1	%		11.1	%		15.8	%		33.1	%		16.9	%		—			17.7	%
Pre-Tax Margin (Net)		18.9	%		11.1	%		16.2	%		33.1	%		18.1	%		—			18.4	%

     “2004 was another year of milestones for FNF,” said Chairman and Chief Executive Officer William P. Foley, II. “We achieved record revenue of $8.3 billion, net earnings of over $740 million and cash flow from operations that significantly exceeded $1 billion for the second

straight year. We continued to further strengthen FIS through several significant acquisitions, including Aurum Technology, Sanchez Computer Associates and Intercept, Inc. FIS ended 2004 with an annualized revenue base of more than $2.7 billion and is well positioned for organic growth and operating margin expansion into 2005 and beyond. We continue to believe that FIS is uniquely positioned to capitalize on its unmatched breadth of product and service offerings to both its current and potential financial institution, mortgage and real estate customer relationships. Finally, we remain on schedule to close the leveraged recapitalization plan for FIS, the minority equity interest sale in FIS to Thomas H. Lee Partners and Texas Pacific Group and the payment of the FNF special $10 per share cash dividend during the month of March 2005.”

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

Month	Direct Orders Opened	Direct Orders Closed	Closing %
October 2004	291,500	200,300	69%
November 2004	279,200	199,300	71%
December 2004	254,800	217,000	85%
Fourth Quarter 2004	825,500	616,600	75%

Month	Direct Orders Opened	Direct Orders Closed	Closing %
October 2003	298,900	289,200	97%
November 2003	230,400	206,600	90%
December 2003	238,300	230,800	97%
Fourth Quarter 2003	767,600	726,600	95%

     “Order volumes remained strong by historical standards and followed a typical seasonal pattern in the fourth quarter of 2004,” said President Randy Quirk. “As expected, open orders slowed significantly during the holiday season from late November through December, which will impact closing volumes in the first quarter of 2005. We enter the year optimistic about both the strength in the mortgage markets and the absolute level of mortgage interest rates, while remaining clearly focused on the operating metrics we utilize to optimally manage our business.”

     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. 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 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 3,600 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				Twelve months ended
	December 31,				December 31,
	2004		2003		2004		2003
	(Unaudited)
Direct title premiums	$	537,681	$	526,493	$	2,128,902	$	2,400,870
Agency title premiums		579,408		727,628		2,610,426		2,337,381
Total title premiums		1,117,089		1,254,121		4,739,328		4,738,251
Escrow and other title-related fees		263,211		238,089		1,042,243		1,056,448
Total title and escrow		1,380,300		1,492,210		5,781,571		5,794,699
Financial Institution Software and Services		360,928		242,644		1,207,325		686,440
Lender Outsourcing Solutions		80,834		80,726		322,194		316,211
Information Services		155,194		136,066		589,153		559,110
Specialty Insurance		68,007		44,190		239,256		135,231
Interest and investment income		21,404		14,965		70,874		60,345
Realized gains and losses		17,835		17,475		36,961		106,385
Other		10,565		13,351		48,668		56,794
Total revenue		2,095,067		2,041,627		8,296,002		7,715,215
Personnel costs		727,856		635,052		2,786,297		2,465,026
Other operating expenses		552,064		436,418		1,967,350		1,707,512
Agent commissions		444,347		570,410		2,028,926		1,823,241
Claim loss expense		72,507		68,976		282,124		255,694
Interest expense		16,721		12,904		47,214		43,103
Total expenses		1,813,495		1,723,760		7,111,911		6,294,576
Earnings before income taxes		281,572		317,867		1,184,091		1,420,639
Income tax expense		104,182		120,789		438,114		539,843
Minority interest		2,524		862		5,015		18,976
Net earnings	$	174,866	$	196,216	$	740,962	$	861,820
Net earnings per share – basic	$	1.01	$	1.20	$	4.33	$	5.81
Net earnings per share – diluted	$	0.98	$	1.16	$	4.21	$	5.63
Weighted average shares – basic		173,478		163,469		171,014		148,275
Weighted average shares – diluted		178,124		168,990		176,000		153,171
Direct operations orders opened		825,500		767,600		3,680,200		4,820,700
Direct operations orders closed		616,600		726,600		2,636,300		3,694,000
Fee Per File	$	1,287	$	1,094	$	1,212	$	980

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

	December 31,		December 31,
	2004		2003
Cash and investment portfolio	$	3,677,498	$	3,149,472
Goodwill		2,785,812		1,926,478
Capitalized software		422,072		290,108
Other intangible assets		672,185		529,716
Total assets		9,258,099		7,263,175
Notes payable		1,370,556		659,186
Reserve for claim losses		998,170		940,217
Secured trust deposits		735,295		671,882
Total equity		4,700,091		3,873,359
Book value per share		27.24		23.50

Reconciliation of Net Earnings to Net Earnings Before Non-Recurring Expenses
For the Quarter Ended December 31, 2004
(In thousands, except per share amounts)

			Diluted Earnings
	Net Earnings		Per Share
Net Earnings for the quarter ended December 31, 2004	$	174,866	$	0.98
Costs related to postponed initial public offering of FIS		6,257		0.04
Write-off of software and other assets of real estate division		3,960		0.02
Costs relating to shut down of Canadian Print operation		2,335		0.01
Write-off of investment in joint venture to net realizable cash value		4,289		0.02
Net Earnings excluding the above items for the quarter ended December 31, 2004	$	191,707	$	1.08

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