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 [NO FEE REQUIRED] |
FOR THE FISCAL YEAR ENDED DECEMBER
31, 2007,
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED] |
for the transition period from to
Commission file number 1-32630
A. |
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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. |
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B. |
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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
Financial Statements and Schedules
December 31, 2007 and 2006
(With Report of Independent Registered Public Accounting Firm)
FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN
Table of Contents
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1 |
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2 |
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3 |
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12 |
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13 |
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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. |
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EXHIBIT 23 |
Report of Independent Registered Public Accounting Firm
The Advisory Committee
Fidelity National Financial Group 401(k) Profit Sharing Plan:
We have audited the accompanying statements of net assets available for benefits of the Fidelity
National Financial Group 401(k) Profit Sharing Plan (the Plan) as of December 31, 2007 and 2006,
and the related statements 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, 2007 and 2006, 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, 2007 and Schedule H, Line 4a Schedule of Delinquent
Participant Contributions for the year ended December 31, 2007 are presented for the
purpose of additional analysis and are not a required part of the basic financial statements but
are supplementary information required by the Department of Labors Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These
supplemental schedules are the responsibility of the Plans management. The supplemental schedules
have been subjected to the auditing procedures applied in the audits of the basic financial
statements and, in our opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ KPMG LLP
June 27, 2008
Jacksonville, Florida
Certified Public Accountants
1
401(k) PROFIT SHARING PLAN
Statements of Net Assets Available for Benefits
December 31, 2007 and 2006
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2007 |
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2006 |
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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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$ |
2,872,823 |
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$ |
5,681,515 |
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Common/collective trust funds |
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294,096,987 |
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259,105,071 |
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Corporate bond fund |
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9,718,069 |
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3,804,732 |
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Mutual funds |
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423,524,766 |
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375,942,867 |
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Common stock |
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83,873,608 |
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112,563,848 |
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Employer common stock |
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105,294,775 |
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179,512,169 |
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Participant loans |
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27,982,114 |
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24,369,321 |
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Total investments |
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947,363,142 |
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960,979,523 |
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Receivables: |
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Participant contributions |
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2,029,556 |
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51,195 |
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Employer contributions |
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764,009 |
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Due from broker for securities sold |
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9,934,781 |
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5,486,802 |
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Accrued dividends |
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1,429,908 |
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587,991 |
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Accrued interest |
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37,795 |
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16,309 |
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Total receivables |
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14,196,049 |
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6,142,297 |
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Total assets |
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961,559,191 |
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967,121,820 |
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Liabilities: |
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Refund of excess contributions |
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7,291 |
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140 |
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Due to broker for securities purchased |
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4,632,040 |
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3,055,242 |
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Total liabilities |
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4,639,331 |
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3,055,382 |
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Net assets available for benefits at fair value |
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956,919,860 |
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964,066,438 |
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Adjustment from fair value to contract value for interest in collective trust
funds relating to fully benefit-responsive investment contracts |
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679,578 |
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2,415,774 |
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Net assets available for benefits |
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$ |
957,599,438 |
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966,482,212 |
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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, 2007 and 2006
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2007 |
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2006 |
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Additions: |
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Additions to net assets attributed to: |
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Investment income: |
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Net (depreciation) appreciation in investments |
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$ |
(16,257,989 |
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107,156,865 |
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Interest |
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3,898,184 |
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3,765,555 |
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Dividends |
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15,401,491 |
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12,555,047 |
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Investment income, net |
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3,041,686 |
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123,477,467 |
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Contributions: |
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Participant |
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85,643,184 |
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84,667,446 |
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Employer cash contributions |
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23,021,792 |
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29,914,309 |
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Total contributions |
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108,664,976 |
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114,581,755 |
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Transfer in of net assets from merged plans |
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148,045 |
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3,067,910 |
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Total additions |
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111,854,707 |
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241,127,132 |
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Deductions: |
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Deductions from net assets attributed to: |
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Benefits paid to participants |
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120,267,374 |
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80,479,780 |
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Transfer out of net assets to FIS 401(k) |
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366,543,657 |
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Administrative expenses |
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470,107 |
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210,465 |
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Total deductions |
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120,737,481 |
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447,233,902 |
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Net decrease |
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(8,882,774 |
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(206,106,770 |
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Net assets available for benefits: |
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Beginning of year |
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966,482,212 |
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1,172,588,982 |
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End of year |
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$ |
957,599,438 |
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966,482,212 |
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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, 2007 and 2006
(1) |
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Description of Plan |
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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 document for a
more complete description of the Plans provisions. |
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 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. 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 FNTs 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.
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.
During 2007 and 2006, 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.
4
FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2007 and 2006
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.
Effective January 1, 2007, the entire Plan document was amended and restated to comply
with changes in the IRC and the Employee Retirement Income Security Act of 1974 (ERISA),
as enacted in recent federal statutes and to incorporate previously adopted Plan
amendments.
Effective January 1, 2006, the Plan Committee elected to include a Roth 401(k) investment
option in the Plan.
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.
Following approval by the board of directors of the Company, Go Apply 401(k) and
Service Link 401(k), defined contribution employee benefit plans, were merged into the
Plan effective October 1, 2007 and April 10, 2006, respectively. The accompanying
statements of changes in net assets available for benefits reflect the transfer in of
net assets of the Go Apply 401(k) plan in the amount of $148,045 in 2007 and the
Service Link 401(k) plan in the amount of $3,067,910 in 2006.
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(e) |
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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.
5
FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2007 and 2006
During 2007 and 2006, participants could generally contribute up to 40% of their pretax
annual compensation, as defined in the Plan. The contributions of highly compensated
employees, as defined by applicable provisions of the IRC, were limited to 7% of pretax
annual compensation. 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, 2007 and 2006, 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 Plan years 2007
and 2006, the Company made matching contributions equal to 50% of participant deferrals
up to 6% of eligible compensation for all Company employees. As of January 1, 2008,
matching contributions by the Company have been discontinued. 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, 2007 and
2006. All Company contributions are participant directed. Contributions are subject to
certain limitations established by the Internal Revenue Service.
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.
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 |
Number of years of service |
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percentage |
Less than 1 year |
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% |
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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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
6
FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2007 and 2006
ten years for the purchase of a primary residence. The loans are
secured by the balance in the participants account. Interest rates range from 5.0% to
10.5% on loans outstanding as of December 31, 2007 and from 5.0% to 11.0% on loans
outstanding as of December 31, 2006. Principal and interest is paid ratably through
payroll deductions.
On termination of service, a participant may receive the value of the participants
vested interest in his or her account as a lump-sum distribution.
At
December 31, 2007 and 2006, forfeited nonvested accounts totaled
$328,510 and $770,662,
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
Company contributions. During Plan years 2007 and 2006, forfeitures of nonvested accounts
of $1,224,325 and $929,118, respectively, were used to reduce Company contributions.
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(l) |
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Administrative Expenses |
Administrative expenses of the Plan that are not paid by the Plan Sponsor are paid by the
Plan.
(2) |
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Summary of Significant Accounting Policies |
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(a) |
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Basis of Presentation |
The financial statements of the Plan are prepared under the accrual method of accounting.
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.
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(c) |
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Certain Reclassifications |
Certain reclassifications have been made in the 2006 Statement of Net Assets Available
for Benefits to conform to the classifications used in 2007.
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(d) |
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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.
7
FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2007 and 2006
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(e) |
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Concentration of Investments |
Included in the Plans net assets available for benefits at December 31, 2007 are
investments in the Companys common stock (7,207,062 shares) amounting to $105,294,775,
or approximately 11% of net assets, and in FIS common stock (2,016,677 shares) amounting
to $83,873,608, or approximately 9% of net assets.
Included in the Plans net assets available for benefits at December 31, 2006 are
investments in the Companys common stock (7,517,307 shares) amounting to $179,512,169,
or approximately 19% of net assets, and in FIS common stock (2,807,778 shares) amounting
to $112,563,848, or approximately 12% of net assets.
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(f) |
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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.
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 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.
The Plans 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 funds audited financial statements as of the Plans year end.
The common stock of FNF and FIS are valued at quoted market prices. Participant loans are
valued at cost, which approximates fair value as of the Plans year end. 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.
Benefits are recorded when paid.
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(h) |
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Recent Account Pronouncements |
In September 2006, the FASB issued Statement of Financial Accounting Standards (SFAS) No.
157, Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes a
framework for
8
FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2007 and 2006
measuring fair value, and expands disclosures about fair value
measurements. SFAS 157 does not require any new fair value measurements, but applies
under other accounting pronouncements that require or permit fair value measurements.
SFAS 157 is effective for financial statements for fiscal years beginning after November
15, 2007. Management expects no material impact on the Plans net assets available for
benefits and changes in net assets available for benefits as a result of implementing
SFAS 157.
(3) |
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Investments |
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The following presents the Plans investments, at fair value, as of December 31, 2007 and 2006
with individual investments that represent 5% or more of the Plans net assets separately
identified: |
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2007 |
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2006 |
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Wells Fargo S&P 500 Index Fund |
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$ |
62,474,488 |
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62,297,774 |
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Wells Fargo Stable Return Fund |
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195,164,227 |
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170,139,499 |
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ABN Amro Growth Fund |
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120,339,280 |
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|
107,921,929 |
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Julius Baer International Equity Fund Institutional
Shares #1523 |
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66,081,030 |
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50,352,253 |
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Oakmark Equity and Income Fund |
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|
118,033,195 |
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|
105,771,107 |
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Fidelity National Financial, Inc. Common Stock |
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105,294,775 |
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179,512,169 |
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Fidelity National Information Services, Inc. Common Stock |
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|
83,873,608 |
|
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|
112,563,848 |
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All other investments less than 5% |
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|
196,102,539 |
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172,420,944 |
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Total |
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$ |
947,363,142 |
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960,979,523 |
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As stated in note 2(f) 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, 2007 and 2006 was $195,164,227 and $170,139,499, respectively. The
contract value of the fund as of December 31, 2007 and 2006, which is a component of net
assets available for benefits, totaled $195,843,805 and $172,555,273, respectively. During
2007 and 2006, this fund yielded approximately 4.57% and 4.37%, respectively.
9
FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2007 and 2006
During 2007, 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:
|
|
|
|
|
Net appreciation (depreciation) in fair value of investments: |
|
|
|
|
Common/collective trust funds |
|
$ |
15,751,262 |
|
Corporate bond fund |
|
|
185,764 |
|
Mutual funds |
|
|
31,371,690 |
|
Common stock |
|
|
8,203,714 |
|
Employer common stock |
|
|
(70,034,223 |
) |
|
|
|
|
Net depreciation in fair value
of investments |
|
|
(14,521,793 |
) |
|
|
|
|
|
Adjustment from fair value to contract value for interest in collective trust funds
relating to fully benefit-responsive investment contracts |
|
|
(1,736,196 |
) |
|
|
|
|
Net depreciation in investments |
|
$ |
(16,257,989 |
) |
|
|
|
|
During 2006, 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:
|
|
|
|
|
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 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 |
|
|
|
|
|
|
|
Dividends on Fidelity National Financial, Inc. (FNF) common stock totaled $8,581,247 and
$3,689,596 in 2007 and 2006, respectively. |
|
|
|
Dividends on Fidelity National Information Services, Inc. (FIS) common stock totaled $469,171
and $140,581 in 2007 and 2006, respectively. |
|
|
|
Dividends on Old Fidelity National Financial, Inc. (Old FNF) common stock totaled $4,620,986
in 2006. |
|
(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. As described in notes
2(e) and 3, Plan investments also include shares of the common stock of the Company and of
FIS, also a party-in-interest. |
10
FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2007 and 2006
(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 the
Companys 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 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. |
|
|
|
In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income
Taxes an interpretation of FASB Statement No. 109 (FIN 48). FIN 48 clarifies the accounting
for uncertain tax positions by prescribing a recognition threshold and measurement attribute
for the financial statement recognition and measurement of a tax position taken or expected to
be taken in a tax return. FIN 48 was effective for fiscal years beginning after December 15,
2006. The Company adopted FIN 48 effective January 1, 2007 with no material impact to the
statement of net assets available for benefits or the statement of changes in net assets
available for benefits. |
|
(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 expected to be filed for December 31, 2007 and the Form 5500 for December 31,
2006: |
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
Net assets available for benefits per the financial statements |
|
$ |
957,599,438 |
|
|
$ |
966,482,212 |
|
Less adjustment from fair value to contract value for fully benefit-
responsive investment contracts |
|
|
(679,578 |
) |
|
|
(2,415,774 |
) |
Less benefits payable to partipants who have withdrawn from the Plan |
|
|
(415,381 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits per the expected Form 5500 |
|
$ |
956,504,479 |
|
|
$ |
964,066,438 |
|
|
|
|
|
|
|
|
|
|
The following is a reconciliation of investment income per the financial statements to the Form
5500 expected to be filed for the year ended December 31, 2007 and the Form 5500 for the year ended
December 31, 2006: |
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
Total investment income per the financial statements |
|
$ |
3,041,686 |
|
|
$ |
123,477,467 |
|
Plus: Prior year adjustment from fair value to contract value for
fully benefit-responsive investment contracts |
|
|
2,415,774 |
|
|
|
|
|
Less: Current year adjustment from fair value to contract value for
fully benefit-responsive investment contracts |
|
|
(679,578 |
) |
|
|
(2,415,774 |
) |
|
|
|
|
|
|
|
Total investment income per the expected Form 5500 |
|
$ |
4,777,882 |
|
|
$ |
121,061,693 |
|
|
|
|
|
|
|
|
11
FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN
Schedule H, Line 4i Schedule of Assets (Held at End of Year)
December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
2,584,469 |
|
|
|
(1 |
) |
|
$ |
2,584,469 |
|
* Wells Fargo Trust Operations |
|
Wells Fargo Advantage Cash Investment Money Market |
|
|
288,354 |
|
|
|
(1 |
) |
|
|
288,354 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common/collective trust funds: |
|
|
|
|
|
|
|
|
|
|
|
|
* Wells Fargo Trust Operations |
|
Wells Fargo S&P 500 Index Fund |
|
|
965,453 |
|
|
|
(1 |
) |
|
|
62,474,488 |
|
* Wells Fargo Trust Operations |
|
Wells Fargo Stable Return Fund |
|
|
4,721,803 |
|
|
|
(1 |
) |
|
|
195,164,227 |
|
* Wells Fargo Trust Operations |
|
Wells Fargo S&P Midcap Fund |
|
|
1,222,669 |
|
|
|
(1 |
) |
|
|
21,775,729 |
|
* Wells Fargo Trust Operations |
|
Well Fargo International Equity Fund |
|
|
883,958 |
|
|
|
(1 |
) |
|
|
14,682,543 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate bond fund: |
|
|
|
|
|
|
|
|
|
|
|
|
Vanguard |
|
Vanguard Intermediate Term Bond Fund |
|
|
925,530 |
|
|
|
(1 |
) |
|
|
9,718,069 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual funds: |
|
|
|
|
|
|
|
|
|
|
|
|
ABN Amro Asset Management, Inc. |
|
ABN Amro Growth Fund |
|
|
3,564,552 |
|
|
|
(1 |
) |
|
|
120,339,280 |
|
Baron |
|
Baron Small Cap Fund |
|
|
1,403,814 |
|
|
|
(1 |
) |
|
|
33,452,885 |
|
Julius Baer |
|
Julius Baer International Equity Fund Institutional
Shares #1523 |
|
|
1,477,898 |
|
|
|
(1 |
) |
|
|
66,081,030 |
|
Oakmark Equity and Income |
|
Oakmark Equity and Income Fund |
|
|
4,391,116 |
|
|
|
(1 |
) |
|
|
118,033,195 |
|
Robertson Stephens |
|
Robertson Stephens Value Fund Class A |
|
|
434,930 |
|
|
|
(1 |
) |
|
|
11,425,605 |
|
The Dreyfus Corporation |
|
Dreyfus Small Cap IndexFund |
|
|
368,674 |
|
|
|
(1 |
) |
|
|
7,846,639 |
|
The Dreyfus Corporation |
|
Dreyfus Intermediate Term Income Fund |
|
|
2,621,632 |
|
|
|
(1 |
) |
|
|
32,639,233 |
|
Van Kampen Investments |
|
Van Kampen Comstock Fund |
|
|
1,928,313 |
|
|
|
(1 |
) |
|
|
33,706,899 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stocks: |
|
|
|
|
|
|
|
|
|
|
|
|
* Fidelity National Financial, Inc. |
|
Fidelity National Financial, Inc. |
|
|
7,207,062 |
|
|
|
(1 |
) |
|
|
105,294,775 |
|
* Fidelity National Information Services, Inc. |
|
Fidelity National Information Services, Inc. |
|
|
2,016,677 |
|
|
|
(1 |
) |
|
|
83,873,608 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Participant loans |
|
Participant loans, various maturities,
interest rates 5.0% 10.5%, balances
collateralized by participant account,
a total of 4,018 loans are outstanding |
|
|
|
|
|
|
|
|
|
|
27,982,114 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
947,363,142 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
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
FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN
Schedule H, Line 4a Schedule of Delinquent Participant Contributions
Year
Ended December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Relationship |
|
|
|
Amount on |
|
Lost |
Identity of Party Involved |
|
to Plan |
|
Description of transaction |
|
Line 4(a) |
|
Interest |
Fidelity National Financial, Inc.
|
|
Plan sponsor
|
|
2007 employee deferrals and
loan repayments not deposited
to the Plan in a timely manner
|
|
$ |
65,396 |
|
|
$ |
2,691 |
|
Fidelity National Financial, Inc.
|
|
Plan sponsor
|
|
Earnings on 2005 delinquent
deferrals not deposited to
the Plan in a timely manner
|
|
|
65 |
|
|
|
9 |
|
It was noted that there were unintentional delays by the Company in submitting certain 2007
participant contributions and loan repayments to the trustee.
These amounts were remitted to the trustee in 2007, along with lost interest in the amount noted
above. It was also noted that, in 2005, a deposit to the
Plan of a delinquent contribution unintentionally excluded the lost interest on that contribution.
This amount has been remitted to the trustee in 2008, along
with the lost interest amount noted above.
See accompanying report of independent registered public accounting firm.
13
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 27, 2008 |
/s/ KAREN HARPER
|
|
|
KAREN HARPER |
|
|
TRUSTEE |
|
EXHIBIT INDEX
|
|
|
Exhibit No. |
|
|
23
|
|
Consent of KPMG, LLP |