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

FIDELITY NATIONAL FINANCIAL, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware		001-32630		16-1725106
(State or other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(IRS Employer Identification No.)

601 Riverside Avenue
Jacksonville, Florida		32204
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (904) 854-8100

(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 (see General Instruction A.2.):

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 8.01. Other Events			1
Item 9.01. Financial Statements and Exhibits			2
SIGNATURES			3
EXHIBIT INDEX			4
			4
EX-99.1

ITEM 8.01. OTHER EVENTS

     On February 4, 2009, Fidelity National Financial, Inc. (“FNF”) announced its unaudited financial results for the three-month and twelve-month periods ended December 31, 2008. The unaudited summary of earnings, segment information and summary balance sheet information are attached as Exhibit 99.1.

Summary Analysis of Unaudited Fourth Quarter Results

     FNF generated $1 billion in revenue for the fourth quarter of 2008, with a net loss of $1.7 million. The fourth quarter results include the impact of Commonwealth Land Title Insurance Company, Lawyers Title Insurance Company and United Capital Title Insurance Company (the “Acquired Underwriters”), subsidiaries purchased from LandAmerica Financial Group, Inc. (“LandAmerica”) from their acquisition date of December 22, 2008.

     The title segment generated $899 million in total revenue for the fourth quarter of 2008, a decline of 23% from the fourth quarter of 2007. This result for the 2008 period includes the impact of the Acquired Underwriters from their acquisition date of December 22. Direct title premiums declined by 34% versus the fourth quarter of 2007, while agency premiums declined by 26%. Escrow and other fees were down by only 2%, as $55 million in default revenue earned offset the decline in escrow fees.

     Personnel costs of $267 million were down $91 million, or 26%, versus the fourth quarter of 2007, and decreased by $45 million, or 14%, sequentially from the third quarter. Headcount was reduced by approximately 500 positions during the fourth quarter, ending the year with about 8,100 field employees, before the impact of the acquisition of the Acquired Underwriters. Other operating expenses of $238 million showed a 2% decline versus the fourth quarter of 2007 and the third quarter of 2008. The provision for title claims was $52 million for the fourth quarter of 2008. Actual title claims paid in the quarter declined to $50 million, down sequentially from $85 million in the third quarter.

     Specialty Insurance revenue was $97 million for the fourth quarter, an increase of approximately $4.5 million from the fourth quarter of 2007. Flood insurance generated $41 million in revenue and personal lines insurance contributed $34 million in revenue. Pre-tax earnings of $18 million were positively impacted by increased flood claim processing revenue during the fourth quarter, driven by late summer hurricane-related floods.

     Debt on FNF’s balance sheet at December 31, 2008 primarily consisted of the $490 million in senior notes due in 2011 and 2013, the $585 million drawn under FNF’s credit facility, the $50 million subordinated note issued to LandAmerica on December 22, 2008 as partial consideration for the Acquired Underwriters and other non-recourse debt. The debt to total capital ratio was 32% at December 31, 2008, and 29% without the non-recourse debt. Also, FNF repaid $50 million under its revolving credit facility on January 22, 2009, leaving it with $535 million outstanding.

The Acquired Underwriters

     On December 22, 2008, FNF purchased the Acquired Underwriters for consideration consisting of cash of $151.7 million, a $50 million principal amount subordinated note and 3,176,620 shares of FNF’s common stock. FNF’s December 31, 2008 balance sheet information filed herewith includes preliminary balances for the Acquired Underwriters which may change as FNF’s purchase accounting analysis is completed. However, based on those preliminary balances, the Acquired Underwriters had cash and investments as of December 31, 2008 of approximately $1.1 billion and total assets that amounted to less than 20% of FNF’s total assets as of that date. During 2008, prior to the acquisition, the Acquired Underwriters had substantial losses from operations. The calculation of the exact amount of these losses incurred by the Acquired Underwriters has not been completed, but will be reported under a Form 8-K to be filed by FNF in early March, as permitted by the Securities and Exchange Commission rules. For the nine months ended September 30, 2008, LandAmerica reported loss before taxes from its title operations segment of $332.3 million, although the Acquired Underwriters do not represent the entire title segment of LandAmerica. Since the acquisition, FNF has been engaged in an effort to reduce overhead at the Acquired Underwriters and restore them to profitability. Through the end of January, FNF had eliminated

approximately 1,500 of the 5,500 employees and closed 125 of the offices acquired in the transaction. Agent relationships are also being evaluated and reduction in the agency base is likely. For the month of January 2009, FNF opened an average of 14,100 orders per day in its direct title insurance operations, of which the direct operations of the Acquired Underwriters contributed an average of approximately 2,100 orders per day.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

                    (d) Exhibits

Exhibit
Number		Description
99.1		Unaudited summary of earnings, segment information and summary balance sheet information of Fidelity National Financial, Inc. for the three-month and twelve-month periods ended December 31, 2008 and 2007.

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.

Dated: February 5, 2009

EXHIBIT INDEX

Exhibit
Number		Description
99.1		Unaudited summary of earnings, segment information and summary balance sheet information of Fidelity National Financial, Inc. for the three-month and twelve-month periods ended December 31, 2008 and 2007.

FIDELITY NATIONAL FINANCIAL, INC.
Unaudited Summary of Earnings, Segment Information and Summary Balance
Sheet Information for the Three-Month and Twelve-Month Periods Ended
December 31, 2008 and 2007

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,
		2008				2007				2008				2007
		(Unaudited)								(Unaudited)
Direct title premiums		$	227,896			$	343,602			$	1,140,266			$	1,601,768
Agency title premiums			383,623				521,084				1,554,743				2,198,690
Total title premiums			611,519				864,686				2,695,009				3,800,458
Escrow, title-related and other fees			291,467				295,935				1,148,539				1,132,415
Total title and escrow			902,986				1,160,621				3,843,548				4,932,873
Specialty insurance			94,502				88,854				373,392				386,427
Interest and investment income			31,419				44,403				134,370				185,417
Realized gains and losses			(4,062	)			6,009				(19,824	)			18,458
Total revenue			1,024,845				1,299,887				4,331,486				5,523,175
Personnel costs			289,904				385,240				1,355,845				1,700,935
Other operating expenses			297,599				294,848				1,194,377				1,109,438
Agent commissions			306,352				399,875				1,218,044				1,698,215
Depreciation and amortization			34,449				37,198				141,128				130,092
Claim loss expense			82,808				240,381				630,404				653,876
Interest expense			14,416				17,747				65,351				54,941
Total expenses			1,025,528				1,375,289				4,605,149				5,347,497
Earnings (loss) before income taxes			(683	)			(75,402	)			(273,663	)			175,678
Income tax expense			(5,529	)			(34,665	)			(117,675	)			46,776
Earnings (loss) before equity investments and minority interest			4,846				(40,737	)			(155,988	)			128,902
Earnings (loss) from equity investments			(5,990	)			(3,785	)			(13,375	)			835
Minority interest			513				415				(3,574	)			(32	)
Net earnings (loss)		$	(1,657	)		$	(44,937	)		$	(165,789	)		$	129,769
Net earnings (loss) per share — basic		$	(0.01	)		$	(0.21	)		$	(0.79	)		$	0.60
Net (loss) earnings per share — diluted		$	(0.01	)		$	(0.21	)		$	(0.79	)		$	0.59
Weighted average shares — basic			209,283				212,363				209,974				216,583
Weighted average shares — diluted			209,283				212,363				209,974				219,989
Direct operations orders opened			428,200				462,000				1,860,400				2,259,800
Direct operations orders closed			245,200				296,600				1,121,200				1,434,800
Fee per file		$	1,455			$	1,693			$	1,503			$	1,635
Actual title claims paid		$	50,331			$	95,450			$	278,162			$	303,061

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

Three Months Ended											Specialty				Corporate
December 31, 2008		Consolidated					FNT				Insurance				and Other
Gross operating revenue		$	997,488				$	872,614			$	94,502			$	30,372
Interest and investment income			31,419					28,978				2,662				(221	)
Realized gains and losses			(4,062	)				(2,975	)			102				(1,189	)
Total revenue			1,024,845					898,617				97,266				28,962
Personnel costs			289,904					266,865				10,775				12,264
Other operating expenses			297,599					238,279				37,088				22,232
Agent commissions			306,352					306,352				—				—
Depreciation and amortization			34,449					27,319				671				6,459
Claim loss expense			82,808					52,251				30,557				—
Interest expense			14,416					581				24				13,811
Total expenses			1,025,528					891,647				79,115				54,766
Earnings (loss) before income taxes			(683	)				6,970				18,151				(25,804	)
Income tax expense			(5,529	)				(97	)			3,915				(9,347	)
Earnings (loss) before equity investments and minority interest			4,846					7,067				14,236				(16,457	)
Earnings (loss) from equity investments			(5,990	)				(1,910	)			—				(4,080	)
Minority interest			513					959				—				(446	)
Net earnings (loss)		$	(1,657	)			$	4,198			$	14,236			$	(20,091	)
Open orders			428,200					428,200				—				—
Closed orders			245,200					245,200				—				—

Three Months Ended											Specialty				Corporate
December 31, 2007		Consolidated					FNT				Insurance				and Other
Gross operating revenue		$	1,249,475				$	1,129,064			$	88,854			$	31,557
Interest and investment income			44,403					39,691				3,979				733
Realized gains and losses			6,009					2,934				26				3,049
Total revenue			1,299,887					1,171,689				92,859				35,339
Personnel costs			385,240					358,216				11,252				15,772
Other operating expenses			294,848					242,466				36,484				15,898
Agent commissions			399,875					399,875				—				—
Depreciation and amortization			37,198					33,545				1,623				2,030
Claim loss expense			240,381					200,588				39,793				—
Interest expense			17,747					3,382				281				14,084
Total expenses			1,375,289					1,238,072				89,433				47,784
Earnings (loss) before income taxes			(75,402	)				(66,383	)			3,426				(12,445	)
Income tax expense			(34,665	)				(30,925	)			1,165				(4,905	)
Earnings (loss) before equity investments and minority interest			(40,737	)				(35,458	)			2,261				(7,540	)
Earnings from equity investments			(3,785	)				520				—				(4,305	)
Minority interest			415					1,534				—				(1,119	)
Net earnings (loss)		$	(44,937	)			$	(36,472	)		$	2,261			$	(10,726	)
Open orders			462,000					462,000				—				—
Closed orders			296,600					296,600				—				—

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

Twelve Months Ended											Specialty				Corporate
December 31, 2008		Consolidated					FNT				Insurance				and Other
Gross operating revenue		$	4,216,940				$	3,729,259			$	373,392			$	114,289
Interest and investment income			134,370					120,157				12,929				1,284
Realized gains and losses			(19,824	)				(30,498	)			(3,007	)			13,681
Total revenue			4,331,486					3,818,918				383,314				129,254
Personnel costs			1,355,845					1,253,563				45,228				57,054
Other operating expenses			1,194,377					950,006				158,269				86,102
Agent commissions			1,218,044					1,218,044				—				—
Depreciation and amortization			141,128					114,989				4,896				21,243
Claim loss expense			630,404					490,952				139,452				—
Interest expense			65,351					5,657				487				59,207
Total expenses			4,605,149					4,033,211				348,332				223,606
Earnings (loss) before income taxes			(273,663	)				(214,293	)			34,982				(94,352	)
Income tax expense			(117,675	)				(87,408	)			11,658				(41,925	)
Earnings (loss) before equity investments and minority interest			(155,988	)				(126,885	)			23,324				(52,427	)
Earnings (loss) from equity investments			(13,375	)				1,073				—				(14,448	)
Minority interest			(3,574	)				1,518				—				(5,092	)
Net earnings (loss)		$	(165,789	)			$	(127,330	)		$	23,324			$	(61,783	)
Open orders			1,860,400					1,860,400				—				—
Closed orders			1,121,200					1,121,200				—				—

Twelve Months Ended											Specialty				Corporate
December 31, 2007		Consolidated					FNT				Insurance				and Other
Gross operating revenue		$	5,319,300				$	4,835,032			$	386,427			$	97,841
Interest and investment income			185,417					164,874				16,231				4,312
Realized gains and losses			18,458					5,080				23				13,355
Total revenue			5,523,175					5,004,986				402,681				115,508
Personnel costs			1,700,935					1,594,516				45,499				60,920
Other operating expenses			1,109,438					891,838				144,992				72,608
Agent commissions			1,698,215					1,698,085				—				130
Depreciation and amortization			130,092					120,223				6,046				3,823
Claim loss expense			653,876					502,250				151,626				—
Interest expense			54,941					14,597				1,478				38,866
Total expenses			5,347,497					4,821,509				349,641				176,347
Earnings (loss) before income taxes			175,678					183,477				53,040				(60,839	)
Income tax expense			46,776					49,275				19,271				(21,770	)
Earnings (loss) before equity investments and minority interest			128,902					134,202				33,769				(39,069	)
Earnings from equity investments			835					2,467				—				(1,632	)
Minority interest			(32	)				2,889				—				(2,921	)
Net earnings (loss)		$	129,769				$	133,780			$	33,769			$	(37,780	)
Open orders			2,259,800					2,259,800				—				—
Closed orders			1,434,800					1,434,800				—				—

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

		December 31,				December 31,
		2008*				2007
		(unaudited)
Cash and investment portfolio		$	4,705,227			$	4,671,383
Goodwill			1,355,250				1,339,705
Title Plant			427,971				331,888
Total assets			8,257,116				7,587,853
Notes payable			1,350,849				1,167,739
Reserve for claim losses			2,607,180				1,419,910
Secured trust deposits			474,073				689,935
Total stockholders’ equity			2,816,842				3,244,088
Book value per share			13.11				15.23

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