~~United~~UNITED ~~States~~ STATES SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

~~Current~~CURRENT ~~Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~ REPORT

~~Date~~Pursuant ofto ~~Report~~Section 13 or 15(~~date~~d) of ~~earliest~~the Securities ~~event~~Exchange ~~reported): April 26,~~Act ~~2006~~of 1934

Date of Report (Date of Earliest Event Reported): June 25, 2006

~~Fidelity~~FIDELITY ~~National Financial~~NATIONAL FINANCIAL, ~~Inc~~INC.

(Exact name of Registrant as Specified in its Charter)

1-9396 (Commission File Number)


Delaware	001-9396	86-0498599

(State or other Jurisdiction of	(Commission File	(IRS Employer
Incorporation or Organization)	Number)	Identification No.)

Delaware		86-0498599
601 Riverside Avenue
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification Number)
Jacksonville, Florida		32204
(Address of principal executive offices)		(Zip code)

~~601~~Registrant’s ~~Riverside~~telephone ~~Avenue Jacksonville~~number, ~~Florida~~including ~~32204~~ area code: (904) 854-8100

(~~Addresses~~Former ofname ~~Principal Executive~~or ~~Offices~~former address, if changed since last report)

~~(904)~~ Check ~~854~~the appropriate box below if the Form 8-~~8100~~K filing is intended to simultaneously satisfy ~~(Registrant’s~~the ~~Telephone~~filing ~~Number,~~obligation ~~Including~~of ~~Area~~the ~~Code~~registrant under any of the following provisions (see General Instruction A.2.):

o Written communications pursuant to Rule 425 under the Securities Act (~~Former~~17 ~~Name~~CFR or230.425) ~~Former Address,~~o ifSoliciting ~~Changed~~material ~~Since~~pursuant ~~Last~~to ~~Report~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition
	Item 1.01. Entry into a Material Definitive Agreement
	Item 8.01. Other Events
	ITEM 9.01. Financial Statements and Exhibits
	Item 9.01. Financial Statements and Exhibits
SIGNATURES
SIGNATURE
Exhibit Index
EXHIBIT INDEX
EXHIBIT 10.1
Exhibit 99.1
EXHIBIT 10.2
EXHIBIT 10.3
EXHIBIT 10.4

Item 2 1.0201. ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement

~~On April 26,~~Overview 2006, Fidelity National Financial, Inc. (the “Company”) issued an earnings release announcing its financial results for the three months ended March 31, 2006. The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of ~~Section 18 of the Securities Exchange Act of~~Transaction 1934, as amended or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

On June 25, 2006, Fidelity National Financial, Inc., a Delaware corporation (“FNF”), entered into a Securities Exchange and Distribution Agreement (the “SEDA”) with its majority-owned subsidiary, Fidelity National Title Group, Inc., a Delaware corporation (“FNT”), and an Agreement and Plan of Merger (the “Merger Agreement”) with its majority-owned subsidiary, Fidelity National Information Services, Inc., a Georgia corporation (“FIS”). The SEDA provides for the contribution of substantially all of FNF’s assets and liabilities (other than its ownership interest in FIS) to FNT in exchange for shares of FNT’s Class A common stock ~~copy~~(the “Asset Contribution”). Immediately following the Asset Contribution, FNF will convert all of its shares of FNT Class B common stock into shares of FNT Class A common stock and then distribute all of the ~~earnings~~shares ~~release~~of isFNT ~~attached~~Class A common stock that it owns, including the converted shares and the shares received from FNT pursuant to the SEDA, to the FNF stockholders as ~~Exhibit 99~~a dividend (the “Spin-off”).1 After the Asset Contribution and the Spin-off, FNF’s only asset will be its approximately 51% ownership interest in FIS. FNF will then merge with and into FIS (the “Merger”) pursuant to the Merger Agreement. Upon consummation of the Merger, FNF’s separate corporate existence will cease and FIS will continue as the surviving corporation. It is contemplated that the Merger would be completed immediately following the Spin-off.

~~Item~~The ~~8.01. Other Events~~SEDA

OnUnder ~~April 26,~~the ~~2006~~SEDA, ~~Douglas~~FNF ~~Ammerman~~will ~~was~~transfer ~~appointed~~substantially all of its assets (other than its interest in FIS) to ~~serve~~FNT at the closing (the “SEDA Closing”). These assets include FNF’s interests in onvarious subsidiaries, up to $275 million in cash and any other property or rights that FNF owns immediately prior to the ~~audit~~SEDA ~~committee~~Closing (the “Contributed Assets”). In consideration of the Asset ~~Board~~Contribution, FNT will (i) with certain limited exceptions, assume all of ~~Directors~~FNF’s liabilities, including liabilities of FNF in respect of taxes (which are addressed in the ~~Company.~~Tax Disaffiliation Agreement among FIS, FNF and FNT to be entered into at the SEDA Closing) and (ii) issue to FNF that number of shares of FNT Class A common stock equal to (x) 34,042,553 plus (y) the the amount of cash included in the Contributed Assets (not to exceed $275 million) divided by $23.50. The Spin-off will be effected immediately following the consummation of these transactions.

~~Item~~FNT 9has agreed to cause the membership of the Board to be as set forth in the disclosure schedules to the SEDA and to cause each individual identified in such disclosure schedules to hold the office set forth opposite their names therein, including William P.~~01.~~ ~~Financial~~Foley, ~~Statements~~II, who will become Chairman and ~~Exhibits~~Chief Executive Officer of FNT, and Alan L. Stinson, who will become Chief Operating Officer of FNT.

Representations, Warranties and Covenants. FNF and FNT have made customary representations, warranties and covenants in the SEDA. None of the representations and warranties of the parties will survive the SEDA Closing, and there is no indemnity with respect to such representations and warranties. FNF and FNT have each made covenants to (ci) ~~Exhibits~~conduct their respective businesses in the ordinary course consistent with past practice and to refrain from taking certain actions without the consent of the other party during the interim period between the execution of the SEDA and consummation of the Spin-off; (ii) amend and/or terminate certain specified related party and inter-company agreements; and (iii) enter into the Tax Disaffiliation Agreement with FIS. In addition, FNF has agreed, concurrently with the SEDA Closing and immediately prior to the Spin-off, to convert all shares of FNT Class B common stock that it

Exhibit		Description
99.1		Press release announcing Fidelity National Financial, Inc. Reports First Quarter 2006 EPS of $0.59.

~~SIGNATURE~~holds into shares of FNT Class A common stock, and FNT has agreed to use its reasonable best efforts to cause the shares of FNT Class A common stock that will be issued to FNF and the shares of FNT Class A common stock that will be reserved for issuance upon the grant of replacement options described below to be authorized for listing on the New York Stock Exchange. FNT also has agreed to amend and restate its articles of incorporation immediately following the Merger to, among other things, change its name to “Fidelity National Financial, Inc.”

~~Pursuant~~Stockholder Approval and SEC Filings. FNT stockholder approval is required for (i) the issuance of FNT stock as consideration for the purchase of the Contributed Assets, (ii) the adoption of the amendment to the ~~requirements~~FNT stock plan (described below) and (iii) the adoption of the ~~Securities~~amended ~~Exchange~~and restated ~~Act~~articles of ~~1934,~~incorporation of FNT. The SEDA accordingly provides that as soon as practicable after the date of the agreement, FNT, in consultation with FNF, will prepare and file ~~registrant~~with ~~has~~the ~~duly~~Securities ~~caused~~and ~~this~~Exchange ~~report~~Commission (the “SEC”) an information statement relating to berequired ~~signed~~FNT onstockholder ~~its~~approvals. ~~behalf~~Once the information statement is cleared by the SEC (and ~~undersigned~~the ~~thereunto~~SEC ~~duly~~filings ~~authorized~~by FNF and FIS for the Merger are cleared by the SEC), FNT will schedule a stockholder vote and mail the information statement to its stockholders. Under the SEDA, FNT agrees, through its Board, to recommend to its stockholders approval of each of these matters and FNF agrees to vote the shares of FNT common stock that it owns in favor of approval of these matters. The SEDA also requires that as soon as practicable after the date of the SEDA, FNT, in consultation with FNF, will prepare and file with the SEC a Registration Statement on Form S-1 relating to the shares of FNT Class A common stock being distributed to the FNF stockholders in the Spin-off.

	Fidelity National Financial, Inc.
Date: May 2, 2006	By:	/s/ Alan L. Stinson
		Name: Alan L. StinsonTitle: Executive Vice President and Chief Financial Officer

The Spin-off. The SEDA provides that immediately after the FNT stockholder vote described above, the FNF board will approve and formally declare the Spin-off. This Spin-off declaration will include the formula to be used to determine the number of FNT shares to which each FNF stockholder is entitled. Following the SEDA Closing and immediately prior to the consummation of the Merger, the transfer agent appointed by FNF will distribute to each holder of record of FNF stock (other than FNF or any subsidiary of FNF) the number of shares of FNT Class A common stock to which that holder is entitled as determined by applying the formula set forth in the Spin-off declaration.

~~Table~~FNF Equity Awards. In connection with the Spin-off, outstanding FNF stock options and shares of FNF ~~Contents~~restricted stock will be treated as follows:

~~EXHIBIT INDEX~~ Option Letter Agreement. In connection with the SEDA and the Merger Agreement, William P. Foley, II, Alan L. Stinson and Brent B. Bickett (the “Executives”) have entered into an agreement with FNF (the “Option Letter Agreement”) pursuant to which FNF has the right to cash out a certain number of the Executives’ FNF stock options for their fair market value as of the date FNF elects to exercise such right or cause the Executives to exercise such options. To the extent FNF exercises its right under the Option Letter Agreement, it will do so immediately prior to the effective time of the Spin-off or as near thereto as practicable. FNF’s right to cash out these FNF stock options or cause such options to be exercised is subject to the right of the Executives to exercise such stock options if doing so would not adversely affect the tax treatment of the transactions contemplated by the SEDA.

Exhibit		Description
99.1		Press release announcing Fidelity National Financial, Inc. Reports First Quarter 2006 EPS of $0.59.

Stock Options. FNF stock options held by persons who, after the Spin-off, will be employed by or provide services to FNF (an “FNT Service Provider”) will be replaced with FNT stock options, with the same terms and conditions as the FNF options, but with equitable adjustments made to the exercise prices and the number of shares underlying the options to reflect

the difference in value of FNF and FNT common stock. With respect to the FNF stock options held by the Executives that are not subject to the Option Letter Agreement, 50% of such FNF stock options will be replaced with FNT stock options as described above, and the remaining 50% of such FNF stock options will be assumed by FIS pursuant to the terms of the FIS Merger Agreement.

Restricted Stock. All holders of FNF restricted stock will receive FNT shares in connection with the Spin-off in the same proportion as other FNF stockholders, with such shares subject to the same transfer restrictions and forfeiture conditions as the corresponding FNF restricted stock based upon continued service with FNT and its affiliates or FIS and its affiliates, as the case may be. In addition, FNF restricted stock granted to and held by an FNT Service Provider will be replaced with FNT restricted stock granted under the FNT stock plan. The replacement FNT restricted stock will have the same terms and conditions as the FNF restricted stock, with equitable adjustments made to the number of shares to reflect the difference in value of FNF and FNT common stock. With respect to FNF restricted stock held by the Executives, 50% of the FNF restricted stock held by such Executives will be replaced with FNT restricted stock, and the remaining 50% will be converted into restricted shares of FIS common stock pursuant to the terms of the FIS Merger Agreement between FNF and FIS.

Amendment of FNT Stock Plan and S-8 Registration Statement. FNT will amend and restate its stock incentive plan to increase the number of shares available for issuance under the plan by 6,500,000 shares and FNT will file a Registration Statement on Form S-8 to register such shares.

Employment/Compensation Matters.

Dual Executives. Following the Spin-off and the Merger, William P. Foley, II, Alan L. Stinson, and Brent B. Bickett (the “Dual Executives”) will serve as executive officers of both FNT and FIS. Each Dual Executive will enter into an employment agreement with FNT, effective as of the Spin-off, and an employment agreement with FIS, effective as of the Merger, setting forth such executive’s duties, responsibilities and authorities with respect to FNT and FIS, respectively. Under the employment agreements with FNT, the Dual Executives will receive the following compensation:


William P. Foley, II:		annual base salary for 2006 of $500,000, with an annual cash bonus opportunity equal to 300% of the executive’s annual base salary. Mr. Foley will also receive a grant of 475,000 shares of FNT restricted stock, with 3 year graded vesting (1/3 each year), immediately following the Spin-off.

Brent B. Bickett:		annual base salary of $300,000, with an annual cash bonus opportunity equal to 150% of the executive’s annual base salary. Mr. Bickett will also receive a grant of 130,000 shares of FNT restricted stock, with 3 year graded vesting (1/3 each year), immediately following the Spin-off.

Alan S. Stinson:		annual base salary of $300,000, with an annual cash bonus opportunity equal to 150% of the executive’s annual base salary. Mr. Stinson will also receive a grant of 130,000 shares of FNT restricted stock, with 3 year graded vesting (1/3 each year), immediately following the Spin-off.

In addition to the Dual Executives, a list of individuals who are expected to serve as officers of FNT is set forth in the disclosure schedules to the SEDA.

Closing Conditions. The SEDA Closing is subject to customary conditions, including (i) the absence of any inaccuracy in either party’s representations and warranties that would be reasonably likely to have a material adverse effect; (ii) the receipt of governmental and regulatory consents and approvals, including all necessary approvals for the transfer of FNF’s specialty insurance operations; (iii) the receipt of FNT stockholder approval as described above; (iv) the receipt of a private letter ruling from the Internal Revenue Service (the “IRS”) and an opinion of FNF’s special tax advisors that the Asset Contribution and the Spin-off will be tax-free to FNF and its stockholders; (v) the receipt of consents required from third parties, including under credit agreements of FNF and FNT and any other material agreements; (vi) the clearance of information statements by the SEC and the effectiveness of registration statements; (vii) the amendment and/or termination of specified related party and inter-company agreements; (viii) the total liabilities of FNF to be assumed by FNT that would be reflected on an unconsolidated balance sheet of FNF prepared in accordance with GAAP not exceeding $100 million at the SEDA Closing; and (ix) the satisfaction or waiver of all of the conditions to the consummation of the FIS Merger (other than the occurrence of the Spin-off).

Termination. The SEDA contains certain termination rights prior to the SEDA Closing for both FNF and FNT, as well as the right of FNF to terminate prior to the SEDA Closing in its sole discretion.

The Merger Agreement

The Merger Agreement provides for the merger of FNF with and into FIS. Upon the consummation of the Merger, FNF’s separate corporate existence will cease and FIS will continue as the surviving corporation. The Merger will be consummated immediately after the Spin-off. At the effective time and as a result of the Merger, each share of FNF common stock issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive that number of shares of FIS common stock (the “Merger Consideration”) equal to the 96,214,500 shares of FIS that FNF currently owns, divided by the aggregate number of shares of FNF common stock issued and outstanding immediately prior to the effective time of the Merger (the “Conversion Number”). There is no premium or discount associated with the Conversion Number.

FIS has agreed to cause the membership of the board of directors to be as set forth in the disclosure schedules to the Merger Agreement and to cause each individual identified in such disclosure schedules to hold the office set forth opposite their name therein, including William P. Foley, II, who will become Executive Chairman, Lee A. Kennedy, who will remain President and CEO, Brent B. Bickett, who will become Executive Vice President — Strategic Planning, and Alan L. Stinson, who will become Executive Vice President — Finance.

Representations, Warranties and Covenants.

Representations and Warranties. FNF and FIS have made customary representations and warranties in the Merger Agreement. None of the representations or warranties will survive the consummation of the Merger and there is no indemnity with respect to such representations and warranties.

Interim Operating Limitations. Each of the parties has agreed to certain limitations on its conduct between the execution of the Merger Agreement and the consummation of the Merger. For example, FIS has agreed to conduct its business in the ordinary course consistent with past practice and to refrain from taking certain actions without the consent of FNF, and FNF has agreed not to take any action that would cause it to own any assets or have any liabilities at the effective time of the Merger, subject to certain exceptions.

Other Covenants. FNF and FIS have made additional covenants in the Merger Agreement including, among others, covenants (i) to amend or terminate certain related party and/or inter-company agreements; (ii) to enter into the Tax Disaffiliation Agreement with FNT; and (iii) not to take or cause to be taken any action that would be likely to disqualify the Spin-off as a tax-free spin-off under Section 355 of the Internal Revenue Code (the “Code”) or that would be likely to disqualify the Merger as a “reorganization” within the meaning of Section 368(a) of the Code. In addition, FIS made certain additional customary covenants, including, among others, covenants (i) not to solicit proposals relating to alternative business combination transactions or subject to certain exceptions, enter into discussions concerning or provide confidential information in connection with any proposals for alternative business combination transactions; (ii) to amend and restate the Certegy Inc. Stock Incentive Plan to increase the total number of shares available for issuance by an additional 4,000,000 shares; and (iii) to use its reasonable best efforts to cause its common stock to continue to be listed on the NYSE through the effective time of the Merger and to cause the shares of FIS common stock to be issued in the Merger to be approved for listing on the NYSE.

Shareholder Approval and SEC Filings. The Merger and certain other items related to the transaction will require FNF shareholder approval (the “FNF Shareholder Approval”), and the issuance of FIS stock in connection with the Merger and certain other items related to the transaction will require FIS shareholder approval (the “FIS Shareholder Approval”). Accordingly, the Merger Agreement requires FNF and FIS, as soon as practicable, to prepare and file with the SEC a Proxy Statement relating to required shareholder approvals, and FIS to prepare and file a Registration Statement on Form S-4 relating to the issuance of FIS stock in the Merger, in which the Proxy Statement will be included as a prospectus. Once the Proxy Statement is cleared, and the Form S-4 declared effective, by the SEC, FNF and FIS will schedule shareholder votes and mail the Proxy Statement to their shareholders. Under the Merger Agreement, FNF and FIS each agree, through their respective Boards, to recommend to their respective stockholders approval or adoption of each of the matters requiring shareholder approval or adoption.

FIS Stock Buy-Backs. If, after giving effect to actual or anticipated or projected exercises of outstanding options to purchase shares of FIS common stock prior to the Merger, the Merger Consideration would not constitute more than 50% of the shares of FIS common stock outstanding immediately after the Merger, the Merger Agreement requires that FIS will, if and to the extent directed by FNF, repurchase enough shares of its common stock to cause the Merger Consideration to constitute more than 50% of the shares of FIS common stock outstanding immediately after the Merger, to the extent permitted by applicable law.

Treatment of FNF Equity Awards. In connection with the Merger, outstanding FNF stock options and restricted stock will be treated in the following manner:

Option Letter Agreement. In connection with the SEDA and the Merger Agreement, William P. Foley, II, Alan L. Stinson and Brent B. Bickett (the “Executives”) have entered into

the Option Letter Agreement pursuant to which FNF has the right to cash out a certain number of the Executives’ FNF stock options for their fair market value as of the date FNF elects to exercise such right or cause the Executives to exercise such options. To the extent FNF exercises its right under the Option Letter Agreement, it will do so immediately prior to the effective time of the Spin-off or as near thereto as practicable. FNF’s right to cash out these FNF stock options or cause such options to be exercised is subject to the right of the Executives to exercise such stock options if doing so would not adversely affect the tax treatment of the transactions contemplated by the SEDA.

Stock Options. FNF stock options held by persons who, after the Merger, will be employed by or provide services to FIS (an “FIS Service Provider”), and the plans under which such options were granted, will be assumed by FIS, with the same terms and conditions as the FNF options, but with equitable adjustments made to the exercise prices and the number of shares underlying the options to reflect the difference in value of FNF and FIS common stock. With respect to the FNF stock options held by the Executives that are not subject to the Option Letter Agreement, 50% of such options will be assumed by FIS as explained above, and the remaining 50% of such options will be replaced with FNT stock options pursuant to the terms of the SEDA.

Restricted Stock. Each share of FNF restricted stock held by an FIS service provider will be converted into shares of FIS restricted stock. This FIS restricted stock will be subject to the same transfer restrictions and forfeiture conditions as the corresponding FNF restricted stock based upon continued service with FIS and its affiliates. With respect to FNF restricted stock held by the Executives, 50% of the FNF restricted stock held by such Executives will be converted into FIS restricted stock, and the remaining 50% will be replaced with shares of FNT restricted stock pursuant to the terms of the SEDA.

Amendment of FIS Stock Plan and S-8 Registration Statement. FIS will amend and restate its stock incentive plan to increase the number of shares available for issuance under the plan by 4,000,000 shares and FIS will file a Registration Statement on Form S-8 to register such shares.

Employment/Compensation Matters.

Dual Executives. Following the Spin-off and the Merger, William P. Foley, II, Alan L. Stinson, and Brent B. Bickett (the “Dual Executives”) will serve as executive officers of both FNT and FIS. Each Dual Executive will enter into an employment agreement with FNT, effective as of the Spin-off, and an employment agreement with FIS, effective as of the Merger, setting forth such executive’s duties, responsibilities and authorities with respect to FNT and FIS, respectively. Under the employment agreements with FIS, the Dual Executives will receive the following compensation:


William P. Foley, II:		annual base salary for 2006 of $500,000, with an annual cash bonus opportunity equal to 300% of the executive’s annual base salary. Mr. Foley will also receive a grant of 830,000 options to purchase shares of FIS common stock, with 3 year graded vesting (1/3 each year) and a 7 year term, immediately following the Merger.

Brent B. Bickett:		annual base salary of $300,000, with an annual cash bonus opportunity equal to 150% of the executive’s annual base salary. Mr. Bickett will also receive a grant of 230,000 options to


		purchase shares of FIS common stock, with 3 year graded vesting (1/3 each year) and a 7 year term, immediately following the Merger.

Alan S. Stinson:		annual base salary of $300,000, with an annual cash bonus opportunity equal to 150% of the executive’s annual base salary. Mr. Stinson will also receive a grant of 230,000 options to purchase shares of FIS common stock, with 3 year graded vesting (1/3 each year) and a 7 year term, immediately following the Merger.

In addition to the Dual Executives, a list of individuals who are expected to serve as officers of FIS is set forth in the disclosure schedules to the Merger Agreement.

Amendments to Employment Agreements. In connection with the Merger, the employment agreements between FIS and Lee A. Kennedy and FIS and Jeffery S. Carbiener, both dated as of September 14, 2005, will be amended to provide that the consummation of the Merger and the transactions contemplated by the Merger do not constitute a change of control under such agreements.

Waiver of Accelerated Vesting of FIS Options. In contemplation of the Merger, holders of certain unvested FIS stock options, granted February 1, 2006 under the Certegy Inc. Stock Incentive Plan, entered into an agreement with FIS pursuant to which the option holders waived any right to have vesting of the shares underlying such unvested options accelerate upon consummation of the Merger.

Closing Conditions. Consummation of the Merger is subject to customary conditions, including (i) the absence of any inaccuracy in either parties’ representations and warranties that would be reasonably likely to have a material adverse effect; (ii) the receipt of governmental and regulatory consents and approvals; (iii) the receipt of required shareholder approvals; (iv) the receipt of a private letter ruling from the IRS and an opinion of FNF’s and FIS’s tax advisors that the Merger will qualify as a tax free “reorganization” within the meaning of Section 368(a) of the Code and the Spin-off will qualify as a tax-free spin-off under Section 355 of the Code; (v) the receipt of consents required from third parties, including under credit agreements of FNF, FNT and FIS and any other material agreements; (vi) the clearance of proxy statements by the SEC and effectiveness of registration statements; (vii) the amendment or termination of specified related party and inter-company agreements; and (viii) the occurrence of the Spin-off in accordance with the SEDA.

Termination. The Merger Agreement contains certain termination rights for both FNF and FIS, including the right of either party to terminate the Merger Agreement prior to the consummation of the Merger if (i) the other party’s special committee of independent directors withdraws or materially modifies its approval of the Merger Agreement or its recommendation to its shareholders in a manner adverse to the terminating party, (ii) the SEDA has been terminated, (iii) the Merger has not been consummated on or before December 31, 2006, (iv) a governmental entity prohibits the Merger, or (iv) the other party breaches a representation or warranty in a manner that would have a material adverse effect, and the breach cannot be cured prior to December 31, 2006.

Tax Disaffiliation Agreement.

FNT and its subsidiaries currently are members of the FNF consolidated federal income tax return. In addition, certain FNT group companies are included with certain FIS group companies in state combined returns. From and after the time of FNF’s spin-off of FNT, the FNT group companies no longer will be included in the FNF consolidated federal income tax return or in any combined return with any FIS company. Accordingly, in connection with the SEDA and the Merger Agreement, FNF, FNT and FIS will enter into a Tax Disaffiliation Agreement (the “TDA”). A key purpose of the TDA is to allocate responsibility among the parties for filing returns and paying taxes for periods prior to the Spin-off. The TDA also includes indemnifications for any adjustments to taxes for periods prior to the Spin-off and for any taxes and for any associated adverse consequences that may be imposed on the parties as a result of the Spin-off, as a result of actions taken by the parties or otherwise. It is a condition to closing under both the SEDA and the Merger Agreement that FNF, FNT and FIS enter into the TDA.

Designation of Agent. FNF, prior to the Merger, will, to the extent permissible, designate FNT or an affiliate of FNT as the agent of the FNF federal consolidated group, such that FNT (or such FNT affiliate) will represent that group before the IRS for all federal income tax matters related to periods prior to the Spin-off. There will be conforming agency designations at the state level to the extent permitted by law.

Filing of Returns and Payment of Taxes. To the extent permissible, FNT will file and pay the tax due on all FNF federal consolidated returns. FNT and FIS will share the responsibility for filing and paying tax on combined state returns that contain FNT group companies and FIS group companies; determination of which group will file the return and pay the tax will depend upon whether the common parent of the combined group is an FNT company or an FIS company. There are limitations on each group’s ability to amend returns if amendment would increase the tax liability of the other group.

Indemnification. FNT will indemnify FNF (and its successor, FIS) with respect to the FNF federal consolidated income taxes for periods prior to the Spin-off (other than taxes attributable to income of FIS or FIS subsidiaries), and with respect to any state income taxes payable by FIS but attributable to a subsidiary of FNF, FNT or to one of the former direct FNF subsidiaries that are being contributed to FNT pursuant to the SEDA. FIS will indemnify FNT with respect to any state income taxes payable by FNT but attributable to a subsidiary of FIS. FNT will indemnify FIS for all taxes and any associated adverse consequences (including shareholder suits) if the merger of FNF into FIS is determined to be a taxable transaction. FNT will indemnify FIS for all taxes and any associated adverse consequences (including shareholder suits) if the Spin-off is determined to be a taxable transaction, unless such adverse determination is the result of a breach by FIS of its representation not to take any action within its control that would cause the Spin-off to be taxable or the result of an acquisition of FIS stock within the control of FIS or an FIS affiliate.

Subject to some limitations and exceptions, the indemnifying party controls any contest or audit related to any indemnified tax.

Restrictions on Stock Acquisitions. Through the period ending 2 years after the Spin-off, any direct or indirect acquisition, issuance, or other transaction, subject to certain exceptions, involving FIS or FNT stock will be restricted in the absence of an opinion from a nationally recognized law firm or accounting firm that the transaction will not cause the Spin-off to be taxable or consent from certain officers of the other party.

Other Operational Provisions. Prior tax sharing agreements are terminated, except for tax sharing agreements relating to insurance companies. Such agreements will be amended to substitute FNT for FNF, except in the case of National Title Insurance of New York, Inc., which will be amended to substitute FIS for FNF.

ITEM 9.01. Financial Statements and Exhibits


Exhibit
Number		Description
10.1		Securities Exchange and Distribution Agreement
10.2		Agreement and Plan of Merger
10.3		Tax Disaffiliation Agreement
10.4		Option Letter Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		FIDELITY NATIONAL FINANCIAL, INC.

	By:	/s/ Alan L. Stinson

		Alan L. Stinson
		Executive Vice President and Chief Financial Officer
Dated: June 29, 2006

EXHIBIT INDEX


Exhibit
Number		Description
10.1		Securities Exchange and Distribution Agreement
10.2		Agreement and Plan of Merger
10.3		Tax Disaffiliation Agreement
10.4		Option Letter Agreement

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Filing Compare · FIDELITY NATIONAL FINANCIAL INC /DE/