e11vk
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009,
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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for the transition period from to |
Commission file number 1-32630
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
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.,
601 Riverside Ave.,
Jacksonville, FL 32204
REQUIRED INFORMATION
Item 4. Plan Financial Statements and Schedules Prepared in Accordance with the Financial
Reporting Requirements of ERISA
FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN
Table of Contents
All other schedules are omitted because they are not applicable or not required based on disclosure
requirements of the Employee Retirement Income Security Act of 1974 and regulations issued by the
Department of Labor.
EXHIBIT 23, Consent of Independent Registered Public Accounting Firm
i
Report of Independent Registered Public Accounting Firm
The Administrative Committee
Fidelity National Financial Group 401(k) Profit Sharing Plan:
We have audited the accompanying statements of net assets available for benefits of Fidelity
National Financial Group 401(k) Profit Sharing Plan (the Plan) as of December 31, 2009 and 2008,
and the related statement of changes in net assets available for benefits for the years then ended.
These financial statements are the responsibility of the Plans management. Our responsibility is
to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31, 2009 and 2008, and
the changes in net assets available for benefits for the years then ended in conformity with U.S.
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental Schedule H, Line 4i Schedule of Assets (Held at End of Year)
as of December 31, 2009 is presented for the purpose of additional analysis and is not a required
part of the basic financial statements but is supplementary information required by the Department
of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the Plans management.
The supplemental schedule has been subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ KPMG LLP
June 25, 2010
Jacksonville, Florida
Certified Public Accountants
1
FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN
Statements of Net Assets Available for Benefits
December 31, 2009 and 2008
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2009 |
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2008 |
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Assets: |
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Investments, at fair value: |
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Cash and cash equivalents |
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$ |
2,151,268 |
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$ |
2,417,231 |
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Common/collective trust funds |
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310,738,997 |
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267,251,529 |
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Corporate bond fund |
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33,075,021 |
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19,757,679 |
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Mutual funds |
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357,625,800 |
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262,424,790 |
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Common stock |
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37,784,019 |
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47,548,595 |
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Employer common stock |
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76,899,609 |
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107,472,132 |
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Total investments |
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818,274,714 |
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706,871,956 |
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Participant loans |
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27,868,092 |
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25,589,186 |
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Receivables: |
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Participant contributions |
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1,923,394 |
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1,267,821 |
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Due from broker for securities sold |
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3,413,011 |
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1,256,953 |
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Accrued dividends |
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205,511 |
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752,737 |
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Accrued interest |
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133,910 |
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1,156 |
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Total receivables |
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5,675,826 |
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3,278,667 |
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Total assets |
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851,818,632 |
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735,739,809 |
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Liabilities: |
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Refund of excess contributions |
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2,365 |
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Due to broker for securities purchased |
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2,449,990 |
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949,475 |
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Total liabilities |
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2,449,990 |
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951,840 |
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Net assets available for benefits before adjustment |
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849,368,642 |
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734,787,969 |
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Adjustment from fair value to contract value for fully
benefit-responsive investment contracts |
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(446,995 |
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11,871,727 |
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Net assets available for benefits |
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$ |
848,921,647 |
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$ |
746,659,696 |
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See accompanying notes to financial statements.
2
FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 2009 and 2008
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2009 |
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2008 |
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Investment (loss) income: |
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Net appreciation (depreciation) in investments |
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$ |
81,456,751 |
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$ |
(155,746,265 |
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Interest |
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4,517,314 |
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4,325,894 |
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Dividends |
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10,406,828 |
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11,721,451 |
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Investment (loss) income, net |
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96,380,893 |
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(139,698,920 |
) |
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Contributions, including rollover contributions: |
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Participant |
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102,289,487 |
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59,851,144 |
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Total contributions |
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102,289,487 |
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59,851,144 |
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Transfer in of net assets from merged plans |
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5,147,817 |
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2,511,243 |
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203,818,197 |
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(77,336,533 |
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Deductions from net assets attributed to: |
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Benefits paid to participants |
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101,171,564 |
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133,174,826 |
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Administrative expenses |
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384,682 |
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428,383 |
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Total deductions |
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101,556,246 |
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133,603,209 |
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Net increase (decrease) |
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102,261,951 |
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(210,939,742 |
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Net assets available for benefits: |
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Beginning of year |
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746,659,696 |
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957,599,438 |
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End of year |
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$ |
848,921,647 |
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$ |
746,659,696 |
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See accompanying notes to financial statements.
3
FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2009 and 2008
(1) Description of the Plan
The following description of the Fidelity National Financial Group 401(k) Profit Sharing Plan
(the Plan) provides only general information. Participants should refer to the Plan document for
a more complete description of the Plans provisions.
(a) General
The Plan is a defined contribution plan covering all employees of Fidelity National Financial,
Inc. (FNF or the Company) and its Affiliated and Related Companies, who have attained age 18,
have completed 90 days of service, and have elected 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. 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).
The Plan and its related trust are intended to qualify as a profit-sharing plan and trust under
section 401(a) and 501(a) of the Internal Revenue Code (IRC), with a cash or deferred arrangement
within the meaning of section 401(k) of the IRC. In addition, the Plan is intended to qualify as
a stock bonus plan that satisfies the requirements of an employee stock ownership plan within the
meaning of section 4975(e)(7) of the IRC. That portion of the Plan is designed to invest
primarily in shares of FNF common stock.
(b) Administration
During 2009 and 2008, the trustee of the Plan was Wells Fargo Bank, NA (Wells Fargo). Wells Fargo
also performs participant recordkeeping and other administrative duties for the Plan. The
Administrative Committee of the FNF Board of Directors oversees the Plans operations.
(c) Plan Amendments
Effective January 1, 2008, the Plan Committee amended the Plan document to require each eligible
employee of the Company to contribute a minimum of 3% of pre-tax compensation to the Plan unless
an affirmative contrary election is made by the employee.
Effective January 1, 2008, the Plan Committee elected to amend the section of the Plan document
governing matching contributions to allow matching contributions solely at the discretion of the
Company, provided that any discretionary matching contribution is applied as a uniform
percentage. Prior to January 1, 2008, the Company made matching contributions equal to 50% of a
participants deferral up to 6% of eligible compensation. As of January 1, 2008, matching
contributions by the Company have been discontinued (see footnote 1(e)).
(d) Plan Mergers
Following approval by the board of directors of the Company, the Capital Abstract and Title
Company 401(k) Profit Sharing Plan (the Capital Abstract and Title Plan) was merged into the Plan
effective November 3, 2009, and the Grundy Pioneer Title Company Inc. 401(k) Plan (the Grundy
Plan) and ATM Corporation of America 401(k) Profit Sharing Plan and Trust (the ATM Plan) defined
contribution employee benefit plans, were merged into the Plan effective November 1, 2008 and
September 29, 2008, respectively. The accompanying statements of changes in net assets available
for benefits reflect cash transfers in of $1,241,555 from the Capital Abstract and Title Plan in
2009 and $13,897 from the Grundy Plan and $2,401,020 from the ATM Plan in 2008. In addition,
participant loans totaling $3,906,262 and $96,326 were transferred to the Plan in 2009 and 2008,
respectively.
4
(e) Contributions
During 2009 and 2008, participants could generally 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 retirement 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, 2009 and 2008, the Plan offered four common /collective trust funds, one corporate
bond fund, and eight mutual funds, and one common stock fund which invests solely in Company
stock as investment options for participants. During 2009 and 2008, there were no matching
contributions made by the Company. At the option of the Companys board of directors, matching
contributions may be resumed in the future and discretionary contributions may also be made by
the Company. No discretionary contributions were made by the Company during the Plan years ended
December 31, 2009 and 2008. All Company contributions are participant directed. Contributions are
subject to certain limitations established by the Internal Revenue Service.
(f) Participant Accounts
Each participants account is credited with the participants contribution, the Companys
contribution as applicable, 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 participants vested
account.
(g) Vesting
Participants are immediately vested in their contributions plus actual earnings thereon. Vesting
in the Companys matching and discretionary contribution portion of their accounts plus actual
earnings thereon, is based on years of service as follows:
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Vested |
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Number of years of service |
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percentage |
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Less than 1 year |
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0 |
% |
1 year |
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34 |
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2 years |
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67 |
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3 years or more |
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100 |
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From 2007 to 2009, in response to the declining title insurance market, the Company reduced its
number of employees. As a result, it was determined in 2008 that the Plan had experienced a
partial termination under Treasury Regulations Section 1.411(d)(2), and all employees who were
terminated involuntarily as a result of job elimination or reduction in force beginning January
1, 2007, became 100% vested in their Plan accounts regardless of their years of service. For such
participants who were terminated during 2009 and 2008, $22,697 and $83,172, respectively, in
employer match amounts and the earnings thereon were restored to their accounts and immediately
vested.
(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 vested 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
participants account. Interest rates range from 4.25% to 10.50% on loans outstanding as of
December 31, 2009 and 2008. Principal and interest is paid ratably through payroll deductions.
(i) Payment of Benefits
Upon retirement, termination of service, disability, or the attainment of age 591/2, a
participant may receive all or part of the value of the participants vested interest in his or
her account as a lump-sum distribution. Upon death of a participant, the balance of the
5
participants vested interest in his or her account will be distributed in a lump sum to the
participants beneficiary. Certain other withdrawals are allowed by the Plan under very limited
circumstances as described in the Plan document.
(j) Forfeited Accounts
At December 31, 2009 and 2008, forfeited nonvested accounts totaled $274,715 and $300,813,
respectively. Forfeitures may be allocated to current participants accounts, or 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 Company contributions. During 2009 and 2008, forfeitures of
$555,508 and $393,213, respectively, were allocated to participants accounts.
(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.
(c) 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.
(d) Concentration of Investments
Previously, the Plan covered all eligible employees of another company also called Fidelity
National Financial, Inc. (Old FNF). The Company and Fidelity National Information Services, Inc.
(FIS) were each majority-owned subsidiaries of Old FNF and each companys eligible employees were
covered under the Plan. In 2006, Old FNF distributed its ownership interest in the Company to its
shareholders and merged with FIS. This resulted in a distribution of FIS common stock to Plan
participants who held shares of Old FNF and the transfer of account balances relating to
employees of FIS to Fidelity National Information Services 401(k) Profit Sharing Plan. In 2008,
FIS completed the spin-off of Lender Processing Services, Inc. (LPS) by distributing all of its shares of LPS to FIS shareholders through a stock dividend. As a result, Plan participants who
held FIS shares at the time of the spin-off received shares of LPS. After 2009, the Plan will no
longer allow participant accounts to hold shares of FIS and LPS. Accordingly, after 2009, any
such investments held in participant accounts were sold and the proceeds were invested in the
Oakmark Equity and Income Fund, which may then be directed by the participant.
Included in the Plans net assets available for benefits at December 31, 2009 are investments in
the Companys common stock (5,714,578 shares) amounting to $76,899,609, or approximately 9.1% of
net assets, in FIS common stock (919,037 shares) amounting to $20,432,854, or approximately 2.4%
of net assets, and in LPS common stock (453,535 shares) amounting to $17,351,165, or
approximately 2.0% of net assets.
Included in the Plans net assets available for benefits at December 31, 2008 are investments in
the Companys common stock (6,036,523 shares) amounting to $107,472,132, or approximately 14% of
net assets, in FIS common stock (1,540,469 shares)
6
amounting to $25,063,436, or approximately 3% of net assets, and in LPS common stock (763,503 shares) amounting to $22,485,159, or approximately 3% of net assets.
(e) Investment Valuation and Income Recognition
The Plans investments are stated at fair value. Shares of mutual funds and the corporate bond
fund are valued at the net asset value of shares held by the Plan at year-end. The
common/collective trust fund investments are valued based on the net asset value as determined by
using estimated fair value of the underlying assets held in the fund. Net asset value is used as
a practical expedient for fair value. Contract value of fully benefit-responsive contracts is
equal to principal balance plus accrued interest. The common stock of FNF, FIS, and LPS are
valued at quoted market prices. 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.
One of the investment options offered by the Plan, the Wells Fargo Stable Return Fund N4 (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. As a
result, the Plan reports 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 Plans other investments, is stated at fair value with a
corresponding adjustment to reflect the investment in the Stable Return Fund at contract value.
The Statements of Changes in Net Assets Available for Benefits are prepared on a contract value
basis. Certain events limit the ability of the FNF Plan to transact at contract value with the
issuer. Such events include the following: (1) the FNF Plans failure to qualify under Section
401(a) or Section 401(k) of the IRC, (2) the establishment of a defined contribution plan that
competes with FNF Plan for employee contributions, (3) any substantive modification of the Stable
Return Fund or the administration of the Stable Return Fund that is not consented to by the
issuer, (4) any change in law, regulation or administrative ruling applicable to the FNF Plan
that could have a material adverse effect on the Stable Return Funds cash flow, (5) any
communication given to participants by the Committee or Wells Fargo that is designed to induce or
influence participants to avoid investing in the Stable Return Fund or to transfer assets out of
the Stable Return Fund, and (6) any transfer of assets from the Stable Return Fund directly to a
competing investment option. The occurrence of any of these events which would limit the FNF
Plans ability to transact at contract value with participants is not probable.
(f) Participant Loans
Participant loans are recorded at amortized cost.
(g) Payment of Benefits
Benefits are recorded when paid.
(h) Recent Accounting Pronouncements
In June 2009, the FASB changed the hierarchy of U.S. generally accepted accounting principles
(GAAP) such that the newly released FASB Accounting Standards Codification (Codification)
will replace other sources of authoritative GAAP with the exception of rules and interpretive
releases of the Securities and Exchange Commission, which will continue to be authoritative. The
new codification is effective for financial statements issued for interim and annual periods
ending after September 15, 2009 and is not intended to significantly change GAAP. We have adopted
the new hierarchy and references to old GAAP authoritative literature have been removed or
translated into the new codification references.
In May 2009, the FASB issued ASC 855, Subsequent Events, which establishes principles and
standards related to the accounting for and disclosure of events that occur after the balance
sheet date but before financial statements are issued. ASC 855 requires an entity to recognize,
in the financial statements, subsequent events that provide additional information regarding
conditions that existed at the balance sheet date. We have identified no subsequent events that
have occurred subsequent to period end December 31, 2009. Subsequent were evaluated through the
date which the financial statements were available to be issued.
In September 2009, the FASB issued Accounting Standards Update (ASU) 2009-12, Investments in
Certain Entities that Calculate Net Asset Value per Share (or Its Equivalents). This ASU
provides guidance for determining the fair value of certain
7
investments that do not have readily
determinable fair values and permits the use of unadjusted net asset values (NAV) or an
equivalent measure to estimate fair value. ASU 2009-12 is effective for financial statements
issued for fiscal years ending after December 15, 2009. The adoption of this new guidance did not
have an impact on the Statements of Net Assets Available for Benefits or the Statements of
Changes in Net Assets Available for Benefits. The Plan does not have any investments with
unfunded commitments.
(3) Fair value measurements
In September 2006, the FASB issued a standard on fair value measurements which defined fair
value, established a framework for measuring fair value, and expanded disclosures about fair
value measurements by establishing a fair value hierarchy based on the quality of inputs used to
measure fair value. The standard on fair value does not require any new fair value measurements,
but applies under other accounting pronouncements that require or permit fair value measurements.
In accordance with the requirements of the standard on fair value measurements, we adopted the
standard for financial assets and financial liabilities that are re-measured for fair value on a
recurring basis as of January 1, 2008.
The fair value hierarchy established by the standard on fair value measurements includes three
levels which are based on the priority of the inputs to the valuation technique. The fair value
hierarchy gives the highest priority to quoted prices in active markets for identical assets or
liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs
used to measure the financial instruments fall within different levels of the hierarchy, the
categorization is based on the lowest level input that is significant to the fair value
measurement of the instrument. In accordance with the standard on fair value, the Plans
financial assets and liabilities that are recorded on the Statements of Net Assets Available for
Benefits are categorized based on the inputs to the valuation techniques as follows:
Level 1. Financial assets and liabilities whose values are based on unadjusted quoted prices for
identical assets or liabilities in an active market that we have the ability to access.
Level 2. Financial assets and liabilities whose values are based on quoted prices in markets that
are not active or model inputs that are observable either directly or indirectly for
substantially the full term of the asset or liability.
Level 3. Financial assets and liabilities whose values are based on model inputs that are
unobservable.
The following table presents our fair value hierarchy for those assets and liabilities measured
at fair value on a recurring basis as of December 31, 2009 and 2008, respectively:
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|
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December 31, 2009 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Total |
|
Cash and cash equivalents |
|
$ |
2,151,268 |
|
|
$ |
|
|
|
$ |
2,151,268 |
|
Common/collective trust funds |
|
|
|
|
|
|
310,738,997 |
|
|
|
310,738,997 |
|
Mutual funds |
|
|
357,625,800 |
|
|
|
|
|
|
|
357,625,800 |
|
Corporate bond fund |
|
|
33,075,021 |
|
|
|
|
|
|
|
33,075,021 |
|
Common stocks |
|
|
114,683,628 |
|
|
|
|
|
|
|
114,683,628 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
507,535,717 |
|
|
$ |
310,738,997 |
|
|
$ |
818,274,714 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Total |
|
Cash and cash equivalents |
|
$ |
2,417,231 |
|
|
$ |
|
|
|
$ |
2,417,231 |
|
Common/collective trust funds |
|
|
|
|
|
|
267,251,529 |
|
|
|
267,251,529 |
|
Mutual funds |
|
|
262,424,790 |
|
|
|
|
|
|
|
262,424,790 |
|
Corporate bond fund |
|
|
19,757,679 |
|
|
|
|
|
|
|
19,757,679 |
|
Common stocks |
|
|
155,020,727 |
|
|
|
|
|
|
|
155,020,727 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
439,620,427 |
|
|
$ |
267,251,529 |
|
|
$ |
706,871,956 |
|
|
|
|
|
|
|
|
|
|
|
8
The Plans level 1 and level 2 fair value measures are provided by a third-party pricing service,
which management believes to be reasonable. This pricing service is a leading global provider of
financial market data, analytics and related services to financial institutions. See footnote
2(e) for a description of the fair value measures used for each type of investment.
(4) Investments
The following presents the Plans investments, at fair value, as of December 31, 2009 and 2008
with individual investments that represent 5% or more of the Plans net assets separately
identified:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
Wells Fargo Stable Return Fund |
|
$ |
223,944,535 |
|
|
$ |
212,044,636 |
|
Oakmark Equity and Income Fund |
|
|
123,733,174 |
|
|
|
92,295,669 |
|
ABN Amro Growth Fund |
|
|
83,249,513 |
|
|
|
63,817,908 |
|
Fidelity National Financial, Inc. Common Stock |
|
|
76,899,609 |
|
|
|
107,472,132 |
|
Wells Fargo S&P 500 Index Fund |
|
|
51,740,982 |
|
|
|
35,267,781 |
|
Artio International Equity Class I |
|
|
42,288,463 |
|
|
|
|
|
All other investments less than 5% |
|
|
216,418,438 |
|
|
|
195,973,830 |
|
|
|
|
|
|
|
|
Total |
|
$ |
818,274,714 |
|
|
$ |
706,871,956 |
|
|
|
|
|
|
|
|
As stated in note 2(e) above, the plan is invested in four common collective trust funds all of
which are manage by Wells Fargo Bank, N.A. The Stable Return Fund, which is deemed to be fully
benefit-responsive, is stated at fair value on the Statements of Net Assets Available for
Benefits, with a corresponding adjustment to reflect contract value. The fair value of this fund
as of December 31, 2009 and 2008 was $223,944,535 and $212,044,636, respectively. The contract
value of the fund as of December 31, 2009 and 2008, which is a component of net assets available
for benefits, totaled $223,497,540 and $223,916,363, respectively. During 2009 and 2008, this
fund yielded approximately 3.40% and 5.29%, respectively. The primary investments strategy of the
fund is to preserve the principal and maintain adequate liquidity. The S&P 500 Index Fund is an
index fund with a primary investment strategy of approximating as closely as practicable the
total return of the Standard and Poors 500 Index. The S&P Midcap Fund is a collective
investment fund with a primary investment strategy to approximate as closely as practicable the
total return of the S&P 400 MidCap Index. The International Equity Fund is a collective
investment fund with a primary investment strategy of long-term capital appreciation by investing
principally in equity securities of companies based primarily in developed foreign countries and
also in emerging markets.
During 2009 and 2008, the Plans 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:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
Net appreciation (depreciation) in fair value of investments: |
|
|
|
|
|
|
|
|
Common/collective trust funds |
|
$ |
25,844,978 |
|
|
$ |
(25,941,837 |
) |
Corporate bond fund |
|
|
530,198 |
|
|
|
68,250 |
|
Mutual funds |
|
|
63,023,441 |
|
|
|
(130,710,790 |
) |
Common stock |
|
|
16,925,739 |
|
|
|
(18,642,033 |
) |
Employer common stock |
|
|
(24,867,605 |
) |
|
|
19,480,145 |
|
|
|
|
|
|
|
|
Net appreciation (depreciation) in fair value of investments |
|
$ |
81,456,751 |
|
|
$ |
(155,746,265 |
) |
|
|
|
|
|
|
|
Dividends on Fidelity National Financial, Inc. (FNF) common stock totaled $3,346,812 and
$6,662,929 in 2009 and 2008, respectively. Dividends on Fidelity National Information Services,
Inc. (FIS) common stock totaled $251,601 and $337,421 in 2009 and 2008, respectively. Dividends
on Lender Processing Services, Inc. (LPS) common stock totaled $252,264 and $156,173 in 2009 and
2008.
9
(5) Nonparticipant-Directed Investments
At December 31, 2009 and 2008, the Plan held $450,881 and $467,395, respectively, in cash and
cash equivalents that were nonparticipant-directed. In each case, the nonparticipant-directed
amounts were allocated to plan participants subsequent to year-end. Components of the changes in
net assets relating to the nonparticipant-directed investments are as follows:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
Beginning balance |
|
$ |
467,395 |
|
|
$ |
288,354 |
|
Interest |
|
|
1,874 |
|
|
|
10,178 |
|
Dividends |
|
|
775,567 |
|
|
|
870,870 |
|
Administrative expenses |
|
|
(163,686 |
) |
|
|
(240,253 |
) |
Transfers to participant-directed investments |
|
|
(630,269 |
) |
|
|
(461,754 |
) |
|
|
|
|
|
|
|
Ending Balance |
|
$ |
450,881 |
|
|
$ |
467,395 |
|
|
|
|
|
|
|
|
(6) Transactions with Parties-in-Interest
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. As described in notes 2(e) and 4, Plan
investments also include shares of the common stock of the Company and shares of the common stock
of FIS and LPS, also parties-in-interest.
(7) 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 the Companys
contributions as applicable.
(8) 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 IRC. The Plan has been amended since receiving the determination letter. However, the Plan
administrator and the Plans tax counsel believe that the plan is designed and is currently being
operated in compliance with the applicable provisions of the IRC.
It is the Plans policy to recognize the impact of uncertain tax positions in its financial
statements if, upon ultimate settlement, that position is more likely than not to be sustained.
No such uncertain tax positions have been recognized by the Plan.
(9) Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per the financial
statements to the 2009 Form 5500 expected to be filed and the 2008 Form 5500:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
Net assets available for benefits per the financial statements |
|
$ |
848,921,647 |
|
|
$ |
746,659,696 |
|
Adjustment from fair value to contract value for fully
benefit-responsive investment contracts |
|
|
446,995 |
|
|
|
(11,871,727 |
) |
|
|
|
|
|
|
|
Net assets available for benefits per the expected Form 5500 |
|
$ |
849,368,642 |
|
|
$ |
734,787,969 |
|
|
|
|
|
|
|
|
10
The following is a reconciliation of investment (loss) income per the financial statements to the
Form 5500 expected to be filed for the year ended December 31, 2009 and the Form 5500 for
December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
Total investment (loss) income per the financial statements |
|
$ |
96,380,893 |
|
|
$ |
(139,698,920 |
) |
Prior year adjustment from fair value to contract value for
fully benefit-responsive investment contracts |
|
|
11,871,727 |
|
|
|
679,578 |
|
Current year adjustment from fair value to contract value for
fully benefit-responsive investment contracts |
|
|
446,995 |
|
|
|
(11,871,727 |
) |
|
|
|
|
|
|
|
Total investment (loss) income per the expected Form 5500 |
|
$ |
108,699,615 |
|
|
$ |
(150,891,069 |
) |
|
|
|
|
|
|
|
11
FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN
Schedule H, Line 4i Schedule of Assets (Held at End of Year)
December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Identity of issuer, borrower, |
|
Description of |
|
|
|
|
|
|
|
|
|
lessor, or similar party |
|
investment |
|
Shares/units |
|
|
Cost |
|
|
Current value |
|
|
|
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
* Wells Fargo |
|
Wells Fargo Short-term Investment Fund |
|
|
1,700,387 |
|
|
$ |
(1 |
) |
|
$ |
1,700,387 |
|
* Wells Fargo |
|
Wells Fargo Advantage Cash Investment
Money Market |
|
|
450,881 |
|
|
|
450,881 |
|
|
|
450,881 |
|
|
|
Common/collective trust funds: |
|
|
|
|
|
|
|
|
|
|
|
|
* Wells Fargo |
|
Wells Fargo S&P 500 Index Fund |
|
|
1,000,019 |
|
|
|
(1 |
) |
|
|
51,740,982 |
|
* Wells Fargo |
|
Wells Fargo Stable Return Fund |
|
|
5,017,446 |
|
|
|
(1 |
) |
|
|
223,944,535 |
|
* Wells Fargo |
|
Wells Fargo S&P Midcap Fund |
|
|
1,231,621 |
|
|
|
(1 |
) |
|
|
19,250,228 |
|
* Wells Fargo |
|
Well Fargo International Equity Fund |
|
|
1,266,286 |
|
|
|
(1 |
) |
|
|
15,803,252 |
|
|
|
Corporate bond fund: |
|
|
|
|
|
|
|
|
|
|
|
|
Vanguard |
|
Vanguard Intermediate Term Bond Fund |
|
|
3,085,357 |
|
|
|
(1 |
) |
|
|
33,075,021 |
|
|
|
Mutual funds: |
|
|
|
|
|
|
|
|
|
|
|
|
ABN Amro Asset Management, Inc. |
|
ABN Amro Growth Fund |
|
|
3,046,086 |
|
|
|
(1 |
) |
|
|
83,249,513 |
|
Baron |
|
Baron Small Cap Fund |
|
|
1,250,371 |
|
|
|
(1 |
) |
|
|
24,082,129 |
|
Artio International |
|
Artio International Equity Class I |
|
|
1,497,474 |
|
|
|
(1 |
) |
|
|
42,288,463 |
|
Oakmark Equity and Income |
|
Oakmark Equity and Income Fund |
|
|
4,844,687 |
|
|
|
(1 |
) |
|
|
123,733,174 |
|
Robertson Stephens |
|
Robertson Stephens Value Fund Class A |
|
|
612,141 |
|
|
|
(1 |
) |
|
|
12,640,696 |
|
The Dreyfus Corporation |
|
Dreyfus Small Cap Index Fund |
|
|
553,999 |
|
|
|
(1 |
) |
|
|
8,812,502 |
|
The Dreyfus Corporation |
|
Dreyfus Intermediate Term Income Fund |
|
|
2,919,943 |
|
|
|
(1 |
) |
|
|
36,245,152 |
|
Van Kampen Investments |
|
Van Kampen Comstock Fund |
|
|
1,925,665 |
|
|
|
(1 |
) |
|
|
26,574,171 |
|
|
|
Common stocks: |
|
|
|
|
|
|
|
|
|
|
|
|
* Fidelity National Financial, Inc. |
|
Fidelity National Financial, Inc. |
|
|
5,714,578 |
|
|
|
(1 |
) |
|
|
76,899,609 |
|
* Fidelity National Information Services, Inc. |
|
Fidelity National Information Services, Inc. |
|
|
919,037 |
|
|
|
(1 |
) |
|
|
20,432,854 |
|
* Lender Processing Services, Inc. |
|
Lender Processing Services, Inc. |
|
|
453,535 |
|
|
|
|
|
|
|
17,351,165 |
|
* Participant loans |
|
Participant loans, various maturities,
interest rates 4.25% 10.50%, balances
collateralized by participant account, a
total of 5,926 loans are outstanding |
|
|
|
|
|
|
|
|
|
|
27,868,092 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
846,142,806 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Party in interest. |
|
(1) |
|
Cost information has not been included because investments are participant directed. |
See accompanying report of independent registered public accounting firm.
12
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustees (or other
persons who administer the employee benefit plan) have duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
The Fidelity National Financial Group
401(k) Profit Sharing Plan
|
|
Date: June 25, 2010 |
/s/ Karen Harper
|
|
|
Karen Harper |
|
|
Trustee |
|
13
EXHIBIT INDEX
|
|
|
Exhibit No. |
|
|
23
|
|
Consent of KPMG, LLP |
14