| þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006, |
| o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for the transition period from __________ to __________ |
| A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: The Fidelity National Financial Group 401(k) Profit Sharing Plan. |
| B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Fidelity National Financial, Inc. (formerly known as Fidelity National Title Group, Inc.),601 Riverside Ave., Jacksonville, FL 32204 |
| Item 4. Plan Financial Statements and Schedules Prepared in Accordance with the Financial Reporting Requirements of ERISA |
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| 4-10 | ||||||||
Supplemental Schedule |
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| EXHIBIT 23 | ||||||||
1
| 2006 | 2005 | |||||||
Assets: |
||||||||
Investments, at fair value: |
||||||||
Cash and cash equivalents |
$ | 5,681,515 | $ | 2,981,974 | ||||
Common/collective trust funds |
259,105,071 | 330,664,565 | ||||||
Corporate bond fund |
3,804,732 | 2,494,921 | ||||||
Mutual funds |
375,942,867 | 439,731,510 | ||||||
Common stock |
112,563,848 | — | ||||||
Employer common stock |
179,512,169 | 352,302,376 | ||||||
Participant loans |
24,369,321 | 33,250,833 | ||||||
Total investments |
960,979,523 | 1,161,426,179 | ||||||
Receivables: |
||||||||
Participant contributions |
51,195 | 4,058,650 | ||||||
Employer contributions |
— | 1,490,377 | ||||||
Due from broker for securities sold |
5,486,802 | 2,511,050 | ||||||
Accrued interest |
604,300 | 200,168 | ||||||
Total receivables |
6,142,297 | 8,260,245 | ||||||
Total assets |
967,121,820 | 1,169,686,424 | ||||||
Liabilities: |
||||||||
Refund of excess contributions |
140 | 1,504 | ||||||
Due to broker for securities purchased |
3,055,242 | 112,114 | ||||||
Total liabilities |
3,055,382 | 113,618 | ||||||
Net assets available for
benefits at fair value |
964,066,438 | 1,169,572,806 | ||||||
Adjustment from fair value to contract value for interest in collective trust
funds relating to fully benefit-responsive investment contracts |
2,415,774 | 3,016,176 | ||||||
Net assets available for benefits |
$ | 966,482,212 | 1,172,588,982 | |||||
2
| 2006 | 2005 | |||||||
Additions: |
||||||||
Additions to net assets attributed to: |
||||||||
Investment income: |
||||||||
Net appreciation (depreciation) in investments |
$ | 107,156,865 | (18,789,554 | ) | ||||
Interest |
3,765,067 | 4,521,086 | ||||||
Dividends, including $32,392,656 of stock dividends in 2005 |
12,555,535 | 110,309,746 | ||||||
Net investment gain |
123,477,467 | 96,041,278 | ||||||
Contributions: |
||||||||
Participant |
84,667,446 | 120,875,358 | ||||||
Employer — cash contributions |
29,914,309 | 42,094,059 | ||||||
Total contributions |
114,581,755 | 162,969,417 | ||||||
Transfer in of net assets from merged plans |
3,067,910 | 18,134,059 | ||||||
Total additions |
241,127,132 | 277,144,754 | ||||||
Deductions: |
||||||||
Deductions from net assets attributed to: |
||||||||
Benefits paid to participants |
80,479,780 | 74,520,171 | ||||||
Transfer out of net assets to FIS 401(k) |
366,543,657 | — | ||||||
Administrative expenses |
210,465 | 262,848 | ||||||
Total deductions |
447,233,902 | 74,783,019 | ||||||
Net (decrease) increase |
(206,106,770 | ) | 202,361,735 | |||||
Net assets available for benefits: |
||||||||
Beginning of year |
1,172,588,982 | 970,227,247 | ||||||
End of year |
$ | 966,482,212 | 1,172,588,982 | |||||
3
| (1) | Description of Plan | |
| The following description of Fidelity National Financial Group 401(k) Profit Sharing Plan (the “Plan”) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions. |
| (a) | General | ||
| The Plan is a defined contribution plan covering all employees of Fidelity National Financial, Inc. (the Company or Employer) and its Affiliated and Related Companies, who have attained age 18 and have completed 90 days of service, and elect to participate in the Plan. Affiliated Companies are defined as members of a controlled group of corporations or other entities that are under common control. Related Companies, while related, are not considered members of a controlled group of corporations or other entities that are under common control. Union members and temporary employees who have not completed at least 1,000 hours of service are not eligible to participate in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). | |||
| Prior to October 24, 2006, the Plan was sponsored by another company, also called Fidelity National Financial, Inc. (“Old FNF”). On October 24, 2006, Old FNF distributed to its shareholders all of its shares of the common stock of Fidelity National Title Group, Inc. (“FNT”), making FNT a stand alone publicly traded company. This resulted in a distribution of FNT common stock to Plan participants who held shares of Old FNF and a reduction in the value of Old FNF shares equal to the value of the distribution of FNT common stock. On November 9, 2006, Old FNF was merged with an into Fidelity National Information Services, Inc. (“FIS”), which was then a majority owned subsidiary of Old FNF, after which FNT’s name was changed to Fidelity National Financial, Inc. This resulted in a distribution of FIS common stock to Plan participants who held shares of Old FNF, the elimination of shares of Old FNF common stock held by Plan participants, and the renaming of investments in FNT common stock held by Plan participants. The Plan is now sponsored by the Company for the benefit of its employees as noted above. | |||
| (b) | Plan Amendments | ||
| Effective January 1, 2006, the Plan Committee elected to include a Roth 401(k) investment option in the Plan. | |||
| Effective January 1, 2005, the Plan Committee resolved to amend the Plan to include a negative election. Under this provision, any employee whose date of hire is on or after January 1, 2005 will automatically have a 2% deferral of compensation unless a contrary election is made. Effective January 1, 2006, the Plan Committee increased the automatic enrollment percentage for new hires from 2% to 3% for eligible employees hired on or after January 1, 2006. | |||
| Effective January 1, 2005, the Plan Committee resolved to amend the Plan to limit the deferrals of highly compensated employees to 7%. | |||
| (c) | Plan Mergers | ||
| Following approval by the board of directors of the Company, Service Link 401(k), a defined contribution employee benefit plan, was merged into the Plan effective April 10, 2006. The accompanying 2006 statement of changes in net assets available for benefits reflects the transfer in of net assets of the Service Link 401(k) plan in the amount of $3,067,910. |
4
| The board of directors of the Company approved numerous defined contribution employee benefit plans to be merged into the Plan throughout 2005. The accompanying 2005 statement of changes in net assets available for benefits reflects the transfer in of net assets of these merged plans in the amount of $18,134,059. The following presents the effective dates and plan name of each of the merged plans: | |||
| Effective March 1, 2005, the Lakeland Title Service, Inc. 401(k) Profit Sharing Plan was merged into the Plan. | |||
| Effective March 1, 2005, Geotrac 401(k) Savings Plan was merged into the Plan. | |||
| Effective February 16, 2005, Bankware Profit Sharing Plan was merged into the Plan. | |||
| Effective April 15, 2005, First Michigan Title 401(k) Plan was merged into the Plan. | |||
| Effective August 31, 2005, Hamilton & Sullivan, Ltd. 401(k) Plan, was merged into the Plan. | |||
| Effective November 11, 2005, InterCept 401(k) Plan was merged into the Plan. | |||
| (d) | Transfer of net assets to Fidelity National Information Services 401(k) Profit Sharing Plan | ||
| Effective, January 1, 2006, Fidelity National Information Services, Inc. (“FIS”), which was then a majority owned subsidiary of Old FNF, formed a 401(k) plan and, on March 24, 2006, the account balances relating to employees of FIS, amounting to approximately $367 million, were transferred out of the Plan to the new Fidelity National Information Services 401(k) Profit Sharing Plan. | |||
| (e) | Contributions | ||
| During 2006 and 2005, participants could contribute up to 40% of their pretax annual compensation, as defined in the Plan. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans, as well as direct rollovers from individual retirement accounts or annuities. Participants direct the investment of their contributions into various investment options offered by the Plan. At December 31, 2006 and 2005, the Plan offered four common/ collective trust funds, one corporate bond fund, and eight mutual funds as investment options for participants. Investment options also included one common stock fund at December 31, 2006 and two common stock funds at December 31, 2005. During Plan years 2006 and 2005, the Company made matching contributions equal to 50% of participant deferrals up to 6% of eligible compensation for all Company employees. Discretionary employer contributions may be made at the option of the Company’s board of directors. No discretionary employer contributions were made during the Plan years ended December 31, 2006 and 2005. All employer contributions are participant directed. Contributions are subject to certain limitations. | |||
| (f) | Participant Accounts | ||
| Each participant’s account is credited with the participant’s contribution, the employer’s contribution, and an allocation of Plan earnings and charged with an allocation of Plan losses, if any. | |||
| Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account. |
5
| (g) | Vesting | ||
| Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company’s matching and discretionary contribution portion of their accounts plus actual earnings thereon, is based on years of service as follows: |
| Vested | ||||
| Number of years of service | percentage | |||
Less than 1 year |
0 | % | ||
1 year |
34 | |||
2 years |
67 | |||
3 years or more |
100 | |||
| (h) | Participant Loans | ||
| Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 reduced by the highest outstanding loan balance during the preceding 12 months, or 50% of their account balance. Loan terms range from one to five years or up to ten years for the purchase of a primary residence. The loans are secured by the balance in the participant’s account. Interest rates range from 5.0% to 11.0% and from 6.25% to 8.25% on loans outstanding as of December 31, 2006 and December 31, 2005, respectively. Principal and interest is paid ratably through payroll deductions. | |||
| (i) | Payment of Benefits | ||
| On termination of service, a participant may receive the value of the participant’s vested interest in his or her account as a lump-sum distribution. | |||
| (j) | Forfeited Accounts | ||
| At December 31, 2006 and 2005, forfeited nonvested accounts totaled $770,662 and $687,682, respectively. Forfeitures may be used to restore the accounts of former participants, pay administrative expenses of the Plan if not paid by the Plan sponsor, or reduce future employer contributions. During Plan years 2006 and 2005, forfeitures of nonvested accounts of $929,118 and $1,146,912, respectively, were used to reduce employer contributions. | |||
| (k) | Administrative Expenses | ||
| Administrative expenses of the Plan that are not paid by the Plan Sponsor are paid by the Plan. |
| (2) | Summary of Significant Accounting Policies |
| (a) | Basis of Presentation | ||
| The financial statements of the Plan are prepared under the accrual method of accounting. | |||
| (b) | Use of Estimates | ||
| The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. |
6
| (c) | Certain reclassifications | ||
| Certain reclassifications have been made in the 2005 Statement of Net Assets Available for Benefits to conform to the classifications used in 2006. | |||
| (d) | Risk and Uncertainties | ||
| The Plan provides for various investment options in common/collective trust funds, corporate bond funds, mutual funds, and common stock. Investment securities are exposed to various risks such as interest rate, market, and credit. Due to the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in the various risk factors, in the near term, could materially affect the participants’ account balances and the amounts reported in the financial statements. | |||
| (e) | Concentration of Investments | ||
| Included in the Plan’s net assets available for benefits at December 31, 2006 are investments in Employer common stock for Fidelity National Financial, Inc., (7,517,307 shares) amounting to $179,512,169, or approximately 19% of net assets, and for Fidelity National Information Services, Inc. (2,807,778 shares) amounting to $112,563,848, or approximately 12% of net assets. | |||
| Included in the Plan’s net assets available for benefits at December 31, 2005 are investments in Old FNF (8,525,551 shares) amounting to $313,654,894 and in the Employer’s common stock, formerly known as Fidelity National Title Group, Inc., (1,587,245 shares) amounting to $38,647,482, the combined value of which represents approximately 30% of the Plan’s net assets. | |||
| (f) | Investment Valuation and Income Recognition | ||
| In December 2005, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position AAG INV-1 and Statement of Position 94-4-1, “Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans” (the “FSP”). The FSP provides a definition of fully benefit-responsive investment contracts and guidance on financial statement presentation and disclosure of fully benefit-responsive investment contracts. | |||
| The Plan has adopted the FSP for the year ended December 31, 2006 and has retroactively applied its provisions to the December 31, 2005 presentation of investments in the accompanying statements of Net Assets Available for Plan Benefits as required by the FSP. One of the investment options offered by the Plan, the Wells Fargo Stable Return Fund N (the “Stable Return Fund”), is a common collective trust that is fully invested in Wells Fargo Stable Return Fund G, which is fully invested in contracts deemed to be fully benefit-responsive within the meaning of the FSP. The FSP requires that the Plan report its investment in the Stable Return Fund at fair value. However, contract value is the relevant measure to the Plan because it is the amount that is available for Plan benefits. Accordingly, in the Statements of Net Assets Available for Benefits, the Stable Return Fund, along with the Plan’s other investments, is stated at fair value with a corresponding adjustment to reflect the investment in the Stable Return Fund at contract value. The adoption of the FSP had no impact on net assets available for plan benefit or changes in net assets available for plan benefit. | |||
| The Plan’s investments are stated at fair value. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year-end. The common/collective trust fund investments and the corporate bond fund are valued based on the underlying unit values reported by the respective fund’s audited financial statements as of the Plan’s year end. The common stock of Fidelity National Financial, Inc. and Fidelity National Title Group, Inc. are valued at quoted market prices. Participant loans are valued at cost, which approximates fair value as of the Plan’s year end. |
7
| Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date. | |||
| (g) | Payment of Benefits | ||
| Benefits are recorded when paid. |
| (3) | Investments | |
| The following presents the Plan’s investments, at fair value, as of December 31, 2006 and 2005 with individual investments that represent 5% or more of the Plan’s net assets separately identified: |
| 2006 | 2005 | |||||||
Wells Fargo S&P500 Index Fund |
$ | 62,297,774 | $ | 89,151,107 | ||||
Wells Fargo Stable Return Fund |
170,139,499 | 212,424,998 | ||||||
ABN Amro Growth Fund |
107,921,929 | 120,316,262 | ||||||
Julius Baer International Equity Fund
Institutional Shares #1523 |
50,352,253 | 45,655,698 | ||||||
Oakmark Equity and Income Fund |
105,771,107 | 116,964,093 | ||||||
Fidelity National Financial, Inc. Common Stock |
179,512,169 | 316,313,952 | ||||||
Fidelity National Information Services, Inc.
Common Stock |
112,563,848 | — | ||||||
All other investments less than 5% |
172,420,944 | 260,600,069 | ||||||
Total |
$ | 960,979,523 | $ | 1,161,426,179 | ||||
| As stated in Note 2(e) above, the Stable Return Fund, which is deemed to be fully benefit-responsive, is stated at fair value on the Statement of Net Assets Available for Benefits, with a corresponding adjustment to reflect contract value. The fair value of this fund as of December 31, 2006 and 2005 was $170,139,499 and $212,424,998, respectively. The contract value of the fund as of December 31, 2006 and 2005, which is a component of net assets available for benefits, totaled $172,555,273 and $215,441,174, respectively. During 2006 and 2005, this fund yielded approximately 4.37% and 4.02%, respectively. | ||
| During 2006, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value, by investment type, as follows: |
Net appreciation (depreciation) in fair value of investments: |
||||
Common/collective trust funds |
$ | 21,943,185 | ||
Corporate bond fund |
(16,890 | ) | ||
Mutual funds |
34,625,721 | |||
Common stock |
36,795,752 | |||
Employer common stock |
14,409,500 | |||
Net appreciation (depreciation) in fair value of investments |
107,757,268 | |||
Adjustment from fair value to contract value for interest
in collective trust funds relating to fully
benefit-responsive investment contracts |
(600,403 | ) | ||
Net appreciation in investments |
$ | 107,156,865 | ||
| During 2005, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value, by investment type, as follows: |
8
Net appreciation (depreciation) in fair value of investments: |
||||
Common/collective trust funds |
$ | 10,876,286 | ||
Corporate bond fund |
(16,874 | ) | ||
Mutual funds |
15,679,942 | |||
Employer common stock |
(48,509,982 | ) | ||
Net appreciation (depreciation) in fair value of investments |
(21,970,628 | ) | ||
Adjustment from fair value to contract value for interest
in collective trust funds relating to fully
benefit-responsive investment contracts |
3,181,074 | |||
Net depreciation in investments |
$ | (18,789,554 | ) | |
| Dividends on Old Fidelity National Financial, Inc. (“Old FNF”) common stock totaled $4,620,986 and $104,434,786 in 2006 and 2005, respectively. | ||
| Dividends on Fidelity National Financial, Inc. (“FNF”) common stock totaled $3,689,596 and $377,220 in 2006 and 2005, respectively. | ||
| Dividends on Fidelity National Information Services, Inc.(“FIS”) common stock totaled $140,581 in 2006. | ||
| On September 26, 2005, Old FNF declared a dividend to its stockholders of record as of October 6, 2005 which resulted in a distribution on October 17, 2005 of 17.5% of its interest in Fidelity National Title Group, Inc. (“FNT”), which represented the title insurance segment of Old FNF. Prior to October 17, 2005, FNT was a wholly-owned subsidiary of Old FNF. The amount of the dividend was $32,392,656. | ||
| (4) | Related Party Transactions | |
| Certain Plan investments are shares of common collective trust funds managed by Wells Fargo Trust Operations (Wells Fargo). Wells Fargo is the trustee as defined by the Plan, and therefore, these transactions qualify as party-in-interest transactions. Other Plan investments are shares of the common stock of the Company and of FIS, also a party-in-interest as described in notes 2(d) and 3. | ||
| (5) | Plan Termination | |
| Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their employer contributions. | ||
| (6) | Tax Status | |
| The Internal Revenue Service has determined and informed the Company by a letter dated October 14, 2005 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The current determination letter covers the most recent amended and restated version of the Plan, and the plan administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. |
9
| (7) | Reconciliation of Financial Statements to Form 5500 | |
| The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 at December 31, 2006: |
Net assets available for benefits per the financial statements |
$ | 966,482,212 | ||
Less: Adjustment from fair value to contract value for fully
benefit-responsive investment contracts |
(2,415,774 | ) | ||
Net assets available for benefits per the Form 5500 |
$ | 964,066,438 | ||
| The following is a reconciliation of investment income per the financial statements to the Form 5500 for the year ended December 31, 2006: |
Total investment income per the financial statements |
$ | 123,477,467 | ||
Less: Adjustment from fair value to contract value for
fully benefit-responsive investment contracts |
(2,415,774 | ) | ||
Total investment income per the Form 5500 |
$ | 121,061,693 | ||
10
11
| Identity of issuer, borrower, | ||||||||||||||||
| lessor, or similar party | Description of investment | Shares/units | Cost | Current value | ||||||||||||
| Cash and cash equivalents | ||||||||||||||||
* Wells Fargo Trust Operations
|
Wells Fargo Short-term Investment Fund | 5,681,515 | $ | 5,681,515 | $ | 5,681,515 | ||||||||||
| Common/collective trust funds: | ||||||||||||||||
* Wells Fargo Trust Operations
|
Wells Fargo S&P 500 Index Fund | 1,015,614 | (1 | ) | 62,297,774 | |||||||||||
* Wells Fargo Trust Operations
|
Wells Fargo Stable Return Fund | 4,350,686 | (1 | ) | 170,139,499 | |||||||||||
* Wells Fargo Trust Operations
|
Wells Fargo S&P Midcap Fund | 1,119,634 | (1 | ) | 18,440,380 | |||||||||||
* Wells Fargo Trust Operations
|
Well Fargo International Equity Fund | 551,805 | (1 | ) | 8,227,418 | |||||||||||
| Corporate bond fund: | ||||||||||||||||
Vanguard
|
Vanguard Intermediate Term Bond Fund | 371,194 | (1 | ) | 3,804,732 | |||||||||||
| Mutual funds: | ||||||||||||||||
ABN Amro Asset Management, Inc.
|
ABN Amro Growth Fund | 3,304,407 | (1 | ) | 107,921,929 | |||||||||||
ABN Amro Asset Management, Inc.
|
ABN Amro/Veredus Aggressive Growth Fund | 1,678,854 | (1 | ) | 29,413,521 | |||||||||||
Julius Baer
|
Julius Baer International Equity Fund Institutional Shares #1523 |
1,167,566 | (1 | ) | 50,352,253 | |||||||||||
Oakmark Equity and Income
|
Oakmark Equity and Income Fund | 4,086,982 | (1 | ) | 105,771,107 | |||||||||||
Robertson Stephens
|
Robertson Stephens Value Fund Class A | 291,143 | (1 | ) | 7,986,047 | |||||||||||
The Dreyfus Corporation
|
Dreyfus Small Cap IndexFund | 327,930 | (1 | ) | 7,711,933 | |||||||||||
The Dreyfus Corporation
|
Dreyfus Intermediate Term Income Fund | 2,442,050 | (1 | ) | 30,647,653 | |||||||||||
Van Kampen Investments
|
Van Kampen Comstock Fund | 1,877,321 | (1 | ) | 36,138,424 | |||||||||||
| Common stocks: | ||||||||||||||||
* Fidelity National Financial, Inc.
|
Fidelity National Financial, Inc. | 7,517,307 | (1 | ) | 179,512,169 | |||||||||||
* Fidelity National Information Services, Inc.
|
Fidelity National Information Services, Inc. | 2,807,778 | (1 | ) | 112,563,848 | |||||||||||
* Participant loans
|
Participant loans, various maturities, interest rates 5.0% — 11.0%, balances collateralized by participant account, a total of 4,942 loans are outstanding | 24,369,321 | ||||||||||||||
| $ | 960,979,523 | |||||||||||||||
12
| The Fidelity National Financial Group 401(k) Profit Sharing Plan |
||||
| Date: June 28, 2007 | /s/ Karen Harper | |||
| KAREN HARPER TRUSTEE |
||||
13
| Exhibit No. | Page No. | |||
23
|
Consent of KPMG, LLP |
14