FNF 12.31.12 11K


 
 
 
 
 
 
 
 
 
 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 11-K

R
 
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012

OR
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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


 
Page

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 Participants and the Administrative Committee
Fidelity National Financial Group 401(k) Profit Sharing Plan
Jacksonville Florida:
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, 2012 and 2011, 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 Plan's 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. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's control over financial reporting. Accordingly we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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, 2012 and 2011 and the changes in its net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.
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) at December 31, 2012 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 Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's 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/ Dixon Hughes Goodman LLP
Jacksonville, Florida
June 28, 2013

ii



FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN

Statements of Net Assets Available for Benefits


 
December 31,
 
2012
 
2011
Assets:
 
 
 
    Investments, at fair value:
 
 
 
         Cash and cash equivalents
$
213,633

 
$
751,255

         Common/collective trust funds
324,500,797

 
318,752,620

         Corporate bond fund
95,156,780

 
41,926,870

         Mutual funds
437,198,483

 
417,677,295

         Employer common stock
123,984,634

 
79,538,145

              Total investments
981,054,327

 
858,646,185

     Receivables:

 


         Notes receivable from participants
29,269,634

 
28,380,951

         Participant contributions
3,056

 
1,754,439

         Due from broker for securities sold
1,254,033

 
873,532

              Total receivables
30,526,723

 
31,008,922

              Total assets
1,011,581,050

 
889,655,107

Liabilities:

 


     Due to broker for securities purchased
3,432,581

 
1,028,290

              Total liabilities
3,432,581

 
1,028,290

              Net assets reflecting investments at fair value
1,008,148,469

 
888,626,817

Adjustment from fair value to contract value for fully benefit-responsive investment contracts
(5,996,124
)
 
(5,658,068
)
              Net assets available for benefits
$
1,002,152,345

 
$
882,968,749


See accompanying notes to financial statements.


1



FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN

Statements of Changes in Net Assets Available for Benefits


 
Year Ended December 31,
 
2012
 
2011
Investment income:
 
 
 
    Net appreciation (depreciation) in investments
$
110,855,185

 
$
(36,600
)
    Interest
3,694,806

 
150,586

    Dividends
10,408,069

 
9,159,710

         Investment income, net
124,958,060

 
9,273,696

Interest income on notes receivable from participants
1,312,968

 
1,113,167

Contributions, including rollover contributions:
 
 

    Participant
67,553,706

 
56,500,669

    Employer
10,990,671

 

         Total contributions
78,544,377

 
56,500,669

 
204,815,405

 
66,887,532

Deductions from net assets attributed to:
 
 

    Benefits paid to participants
84,037,330

 
92,162,816

    Administrative expenses
1,594,479

 
763,089

         Total deductions
85,631,809

 
92,925,905

Transfer in of net assets from merged plans

 
29,407

              Net increase (decrease)
119,183,596

 
(26,008,966
)
Net assets available for benefits:
 
 

    Beginning of year
882,968,749

 
908,977,715

    End of year
$
1,002,152,345

 
$
882,968,749


See accompanying notes to financial statements.


2


Table of Contents
FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN

Notes to Financial Statements
December 31, 2012 and 2011



(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 Plan's 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, seasonal and part-time 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 2012 and 2011, 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 Plan's operations.
(c) Plan Mergers
There were no participant loans transferred into the Plan in 2012, participant loans totaling $29,407 were transferred to the Plan in 2011. There were no mergers into the Plan during 2012.
(d) Contributions
During 2012 and 2011, 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, 2012 and 2011, the Plan offered four common /collective trust funds, seven corporate bond funds, fifteen mutual funds, one common stock fund which invests solely in Company stock, and nine funds that are part of the AdviceTrack® investment program (see note 2d for further discussion on the AdviceTrack® investment program) as investment options for participants. Beginning in 2012, the Plan initiated an employer match on the 401(k) plan whereby the Company will match $0.25 on each $1.00 contributed up to the first 6% of eligible earnings contributed to the Plan. The employer match for the year ending December 31, 2012 was $10,990,671and was credited to the FNF Stock Fund, in the FNF 401(k) Plan. During 2011, there was no matching contribution made by the Company. At the option of the Company's board of directors discretionary contributions may also be made by the Company. No discretionary contributions were made by the Company during the Plan years ended December 31, 2012 and 2011. All Company contributions are participant directed. Contributions are subject to certain limitations established by the Internal Revenue Service.
(e) Participant Accounts
Each participant's account is credited with the participant's contribution, the Company's 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 participant's vested account.




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Table of Contents
FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN

Notes to Financial Statements
December 31, 2012 and 2011


(f) 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:
Number of years of service
 
Vested Percentage
Less than 1 year
 
%
1 year
 
34
%
2 years
 
67
%
3 years or more
 
100
%
(g) Notes Receivable from Participants
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 participant's account. Interest rates range from 4.25% to 10.50% on loans outstanding as of December 31, 2012 and 2011. Principal and interest is paid ratably through payroll deductions.
(h) Payment of Benefits
Upon retirement, termination of service, disability, or the attainment of age 59 1/2, a participant may receive all or part of the value of the participant's vested interest in his or her account as a lump-sum distribution. Upon death of a participant, the balance of the participant's vested interest in his or her account will be distributed in a lump sum to the participant's beneficiary. Certain other withdrawals are allowed by the Plan under very limited circumstances as described in the plan document.
(i) Forfeited Accounts
At December 31, 2012 and 2011, forfeited nonvested accounts totaled $36,600 and $274,041, 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 the year ended December 31, 2012 and 2011, $97,677 and $153,324, respectively, of forfeitures were used by the Plan.
(j) 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. 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. Certain reclassifications have been made in the 2011 financial statements of the Plan to conform to the classifications used in 2012.
(b) 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.




4


Table of Contents
FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN

Notes to Financial Statements
December 31, 2012 and 2011


(c) Concentration of Investments
Included in the Plan's net assets available for benefits at December 31, 2012 and 2011 are investments in the Company's common stock (5,171,488 shares) amounting to $123,984,634, or approximately 12.4% of net assets, and (4,992,978 shares) amounting to $79,538,145, or approximately 9.0% of net assets, respectively.
(d) Investment Valuation and Income Recognition
The Plan's 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 is 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. There have been no changes in the methodologies used at December 31, 2012 and 2011.
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. 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 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 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 Plan's 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 Fund's 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 Plan's ability to transact at contract value with participants is not probable.
Participants also have the option to invest in the AdviceTrack® investment program. This investment plan is managed by Wells Fargo, using a broad range of common collective trust funds. As of December 31, 2012 and 2011, the Plan had $3,725,757 and $1,724,203, respectively, invested in this investment program.
(e) Notes Receivable from Participants
Notes receivable from participants are recorded at amortized cost.
(f) Payment of Benefits
Benefits are recorded when paid.
(3) Fair Value Measurements
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 Plan's 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.


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Table of Contents
FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN

Notes to Financial Statements
December 31, 2012 and 2011


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, 2012 and 2011, respectively:
 
December 31, 2012
 
Level 1
 
Level 2
 
Total
Cash and cash equivalents
$
213,633

 
$

 
$
213,633

Common/collective trust funds:
 
 
 
 

     Wells Fargo S&P 500 Index Fund

 
64,600,566

 
64,600,566

     Wells Fargo Stable Return Fund N2

 
212,759,006

 
212,759,006

     Wells Fargo S&P MidCap Fund

 
28,913,409

 
28,913,409

     Wells Fargo International Equity Fund

 
15,247,500

 
15,247,500

     Wells Fargo AdviceTrack® Funds

 
2,980,316

 
2,980,316

Corporate bond fund
95,156,780

 

 
95,156,780

Mutual funds:
 
 
 
 

     Growth
195,481,927

 

 
195,481,927

     Balanced
204,139,611

 

 
204,139,611

     Fixed income
37,576,945

 

 
37,576,945

Common stocks
123,984,634

 

 
123,984,634

Total
$
656,553,530

 
$
324,500,797

 
$
981,054,327

 
December 31, 2011
 
Level 1
 
Level 2
 
Total
Cash and cash equivalents
$
751,255

 
$

 
$
751,255

Common/collective trust funds:
 
 
 
 


     Wells Fargo S&P 500 Index Fund

 
55,835,670

 
55,835,670

     Wells Fargo Stable Return Fund N4

 
223,275,670

 
223,275,670

     Wells Fargo S&P MidCap Fund

 
24,569,421

 
24,569,421

     Wells Fargo International Equity Fund

 
13,347,657

 
13,347,657

     Wells Fargo AdviceTrack® Funds

 
1,724,202

 
1,724,202

Corporate bond fund
41,926,870

 

 
41,926,870

Mutual funds:
 
 
 
 


     Growth
207,143,476

 

 
207,143,476

     Balanced
179,217,074

 

 
179,217,074

     Fixed income
31,316,745

 

 
31,316,745

Common stocks
79,538,145

 

 
79,538,145

Total
$
539,893,565

 
$
318,752,620

 
$
858,646,185

The Plan's 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(d) for a description of the fair value measures used for each type of investment.
The estimated fair value of the collective trust funds is net asset value, exclusive of the adjustment to contract value. The collective trust funds do not have finite lives, unfunded commitments relating to these type of investments, or significant restrictions on redemptions.


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Table of Contents
FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN

Notes to Financial Statements
December 31, 2012 and 2011


(4) Investments
The following presents the Plan's investments, at fair value, as of December 31, 2012 and 2011 with individual investments that represent 5% or more of the Plan's net assets separately identified:
 
2012
 
2011
Wells Fargo Stable Return Fund N, at contract value
$
212,759,006

 
$
223,275,670

Oakmark Equity and Income Fund
*

 
179,217,074

Vanguard Wellington Fund
204,139,608

 
*

Fidelity National Financial, Inc. Common Stock
123,984,634

 
79,538,145

Wells Fargo S&P 500 Index Fund
64,600,566

 
55,835,670

Harbor Capital Appreciation Institutional Fund
88,032,244

 
79,801,317

All other investments less than 5%
287,538,269

 
240,978,309

Total
$
981,054,327

 
$
858,646,185

__________________________________
*    Investment was below 5% of Plan net assets at end of year.
As stated in note 2(d) above, the Plan is invested in four common collective trust funds all of which are managed 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 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, 2012 and 2011 was $212,759,006 and $223,275,670, respectively. The contract value of the fund as of December 31, 2012 and 2011, which is a component of net assets available for benefits, totaled $206,762,882 and $217,617,602, respectively. During 2012 and 2011, this fund yielded approximately 0.94% and 1.56%, respectively. The primary investment 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 Poor's 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. In addition to these four common collective trust funds, the Plan participants may also choose to invest in the AdviceTrack® investment program, see note 2(d) for further discussion about AdviceTrack®.
During 2012 and 2011, 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:
 
2012
 
2011
Net appreciation (depreciation) in fair value of investments:
 
 
 
Common/collective trust funds
$
19,625,431

 
$
3,337,602

Corporate bond fund
3,613,690

 
3,995,446

Mutual funds
51,089,139

 
(19,225,628
)
Common stock

 

Employer common stock
38,550,715

 
11,855,980

Net amounts (due to) due from broker
(2,023,790
)
 

Net appreciation (depreciation) in fair value of investments
$
110,855,185

 
$
(36,600
)
Dividends on Fidelity National Financial, Inc. (FNF) common stock totaled $2,940,589 and $2,817,231 in 2012 and 2011, respectively.





7


Table of Contents
FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN

Notes to Financial Statements
December 31, 2012 and 2011


(5) Nonparticipant-Directed Investments
At December 31, 2012 and 2011, the Plan held $154,729 and $729,200, 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:
 
2012
 
2011
Beginning balance
$
729,200

 
$
357,584

Interest
59

 
60

Dividends
313,593

 
499,973

Administrative expenses
(202,461
)
 
132,037

Transfers to participant-directed investments
(685,662
)
 
(260,454
)
Ending balance
$
154,729

 
$
729,200


(6) Transactions with Parties-in-Interest
Certain plan investments are shares of common collective trust funds managed by 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.
(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 Company's contributions as applicable.
(8) Tax Status
The Internal Revenue Service has determined and informed the Company by a letter dated September 15, 2011 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 Plan's 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 Plan's 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. The plan administrator believes it is no longer subject to income tax examinations for years prior to 2009.
(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 2012 Form 5500 expected to be filed and the 2011 Form 5500:
 
2012
 
2011
Net assets available for benefits per the financial statements
$
1,002,152,345

 
$
882,968,749

Adjustment from fair value to contract value for fully benefit-responsive investment contracts
5,966,124

 
5,658,068

Net assets available for benefits per the expected Form 5500
$
1,008,118,469

 
$
888,626,817








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Table of Contents
FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN

Notes to Financial Statements
December 31, 2012 and 2011


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, 2012 and the Form 5500 for December 31, 2011:
 
2012
 
2011
Total investment income per the financial statements
$
124,958,060

 
$
9,273,696

Prior year adjustment from fair value to contract value for fully benefit-responsive investment contracts
(5,658,068
)
 
(4,814,250
)
Current year adjustment from fair value to contract value for fully benefit-responsive investment contracts
5,966,124

 
5,658,068

Total investment income per the expected Form 5500
$
125,266,116

 
$
10,117,514


9



FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN

Schedule H, Line 4i - Schedule of Assets (Held at End of Year)

December 31, 2012

EIN:     16-1725106
Plan No. 001
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
 
58,904

 
$
58,904

 
$
58,904

* Wells Fargo
 
     Wells Fargo Advantage Cash Investment Money Market
 
154,729

 
154,729

 
154,729

 
 
Common/collective trust funds:
 

 

 

* Wells Fargo
 
     Wells Fargo S&P 500 Index Fund
 
1,229,305

 
**

 
64,600,566

* Wells Fargo
 
     Wells Fargo Stable Return Fund N
 
4,134,596

 
**

 
206,762,882

* Wells Fargo
 
     Wells Fargo S&P MidCap Fund
 
1,259,646

 
**

 
28,913,409

* Wells Fargo
 
     Wells Fargo International Equity Fund
 
1,081,590

 
**

 
15,247,500

* Wells Fargo
 
     Core Bond CIT
 
32,010

 
**

 
419,664

* Wells Fargo
 
     Wells Fargo S&P 500 Index N5
 
1

 
**

 
6

* Wells Fargo
 
     Wells Fargo MFS Value CIT
 
103,146

 
**

 
1,069,537

* Wells Fargo
 
     Wells Fargo Manager Small Cap CIT
 
31,296

 
**

 
328,148

* Wells Fargo
 
     Wells Fargo Strategic Large Cap Growth Institutional Fund
 
20,631

 
**

 
210,026

* Wells Fargo
 
     Wells Fargo Stable Return Fund AT
 
20,391

 
**

 
252,178

* Wells Fargo
 
     Wells Fargo Thornburg International
 
44,683

 
**

 
481,967

JANUS
 
     Janus Overseas Fund Class I
 
19,629

 
**

 
218,790

 
 
Corporate bond fund:
 
 
 
 
 
 
Vanguard
 
     Vanguard Intermediate Term Bond Fund
 
3,765,737

 
**

 
45,038,218

PIMCO
 
     PIMCO Global BD Unhedged Institutional
 
403,355

 
**

 
4,041,621

The Dreyfus Corporation
 
     Dreyfus Intermediate Term Income Fund
 
2,968,421

 
**

 
41,943,787

JP Morgan
 
     JP Morgan High Yield Fund
 
289,660

 
**

 
2,357,836

PIMCO
 
     PIMCO High Yield Institutional Fund
 
15,819

 
**

 
305,734

PIMCO
 
     PIMCO Real Return Institutional Fund
 
21,530

 
**

 
333,504

PIMCO
 
     PIMCO Total Return Institutional Fund
 
78,340

 
**

 
1,136,080

 
 
Mutual funds:
 
 
 
 
 
 
Harbor Funds
 
     Harbor Capital Appreciation Institutional Fund
 
2,070,373

 
**

 
88,032,244

Harbor Funds
 
     Harbor International Institutional Fund
 
340,890

 
**

 
21,176,065

Baron
 
     Baron Small Cap Fund
 
1,199,253

 
**

 
31,744,220



10




FIDELITY NATIONAL FINANCIAL GROUP
401(k) PROFIT SHARING PLAN

Schedule H, Line 4i - Schedule of Assets (Held at End of Year, continued)

December 31, 2012
Identity of issuer, borrower,
 
Description of
 
 
 
 
 
 
lessor, or similar party
 
investment
 
Shares/units
 
Cost
 
Current value
Oppenheimer
 
     Oppenheimer International Growth Fund Class Y
 
654,879

 
**
 
20,111,349

Invesco
 
     Invesco Global RE
 
189,324

 
**
 
2,209,412

Robertson Stephens
 
     Robertson Stephens Value Fund Class Y
 
1

 
**
 
3

The Dreyfus Corporation
 
     Dreyfus Small Cap IndexFund
 
746,214

 
**
 
16,379,395

Invesco
 
     Invesco Van Kampen Comstock Fund
 
1,864,049

 
**
 
33,180,073

Prudential
 
     Jenn Natural RE
 
35,599

 
**
 
1,655,700

Vanguard
 
     Vanguard Wellington Fund
 
3,492,551

 
**
 
204,139,608

Lazzard
 
     Emerging Markets Portfolio
 
49,878

 
**
 
974,618

JP Morgan
 
     JP Morgan Midcap Value
 
552,390

 
**
 
15,461,383

Harbor
 
     Harbor International Institutional Fund
 
47,173

 
**
 
545,044

* Wells Fargo
 
     Wells Fargo International Bond Institutional Fund
 
21,697

 
**
 
388,582

* Wells Fargo
 
     Wells Fargo Strategic Large Cap Growth Institutional Fund
 
25,345

 
**
 
439,713

T. Rowe Price Associates
 
     T. Rowe Price Equity Income Fund
 
32,489

 
**
 
550,915

T. Rowe Price Associates
 
     T. Rowe Price Real Estate Fund
 
18,271

 
**
 
210,159

 
 
Common stock:
 
 
 
 
 
 
* Fidelity National Financial, Inc.
 
     Fidelity National Financial, Inc.
 
5,171,488

 
**
 
123,984,634

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
*** Participant loans
 
     Participant loans, various maturities, interest rates 4.25% - 10.5%, balances collateralized by participant account, a total of 6,727 loans are outstanding
 
 
 
 
 
29,269,634

 
 
 
 
 
 
 
 
$
1,004,327,837

___________
*
Party in interest.
** Cost information has not been included because investments are participant directed.
*** The accompanying financial statements classify participant loans as notes receivable from participants

See accompanying report of independent registered public accounting firm.


11



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 thereunto duly authorized.

 
 
 
 
 
 
The Fidelity National Financial Group 401(k) Profit Sharing Plan
 
 
 
 
 
Date:
June 28, 2013
/s/ Karen Harper
 
 
 
Karen Harper
 
 
 
Trustee
 
 
 
 
 


12



EXHIBIT INDEX

Exhibit No.
 
Description
 
23.1
 
Consent of Dixon Hughes Goodman LLP
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


13