FAF 10-K Annual Report Dec. 31, 2021 | Alphaminr
First American Financial Corp
ALPHAMINR

FAF 10-K Fiscal year ended Dec. 31, 2021

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FIRST AMERICAN FINANCIAL CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1. Basis Of Presentation and Significant Accounting Policies:Note 2. Exit Of Property and Casualty Insurance Business:Note 3. Statutory Restrictions on Investments and Stockholders Equity:Note 4. Debt Securities:Note 5. Equity Securities:Note 6. Allowance For Credit Losses Accounts Receivable:Note 7. Property and Equipment:Note 8. Leases:Note 9. Goodwill:Note 10. Other Intangible Assets:Note 11. Deposits:Note 12. Reserve For Known and Incurred But Not Reported Claims:Note 13. Notes and Contracts Payable:Note 14. Net Investment Income:Note 15. Income Taxes:Note 16. Earnings Per Share:Note 17. Employee Benefit Plans:Note 18. Fair Value Measurements:Note 19. Share-based Compensation Plans:Note 20. Stockholders Equity:Note 21. Accumulated Other Comprehensive Income (loss) ( Aoci ):Note 22. Litigation and Regulatory Contingencies:Note 23. Business Combinations:Note 24. Segment Financial Information:Note 25. Subsequent Events:Note 1. Description Of The Company:Note 2. Dividends Received:Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Amended and Restated Certificate of Incorporation of First American Financial Corporation dated May 28, 2010. Incorporated by reference herein to Exhibit 3.1 to the Current Report on Form 8-K filed June1, 2010. 3.2 Bylaws of First American Financial Corporation, amended and restated effective as of January 19, 2022. Incorporated by reference herein to Exhibit 3.1 to the Current Report on Form 8-K filed January 21, 2022. 4.1 Description of the Registrants Securities. Attached. 4.2 Indenture, dated as of January 24, 2013, between First American Financial Corporation and U.S. Bank National Association, as Trustee. Incorporated by reference herein to Exhibit 4.1 to the Form S-3ASR filed January 24, 2013. 4.3 First Supplemental Indenture, dated as of January 29, 2013, between First American Financial Corporation and U.S. Bank National Association, as Trustee. Incorporated by reference herein to Exhibit 4.2 to the Current Report on Form 8-K filed January 29, 2013. 4.4 Second Supplemental Indenture, dated as of November 10, 2014, between First American Financial Corporation and U.S. Bank National Association, as Trustee. Incorporated by reference herein to Exhibit 4.2 to the Current Report on Form 8-K filed November 10, 2014. 4.4 Third Supplemental Indenture, dated as of May 15, 2020, between First American Financial Corporation and U.S. Bank National Association, as Trustee. Incorporated by reference herein to Exhibit 4.2 to the Current Report on Form 8-K filed May 15, 2020. 4.5 Fourth Supplemental Indenture, dated as of May 15, 2020, between First American Financial Corporation and U.S. Bank National Association, as Trustee. Incorporated by reference herein to Exhibit 4.2 to the Current Report on Form 8-K filed August 3, 2021. 4.6 Form of 4.30% Senior Notes due 2023. Incorporated by reference herein to Exhibit A of Exhibit 4.2 to the Current Report on Form 8-K filed January 29, 2013. 4.7 Form of 4.60% Senior Notes due 2024. Incorporated by reference herein to Exhibit A of Exhibit 4.2 to the Current Report on Form 8-K filed November 10, 2014. 4.8 Form of 4.00% Senior Notes due 2030. Incorporated by reference herein to Exhibit A to Exhibit 4.2 to the Current Report on Form 8-K filed May 15, 2020. 4.9 Form of 2.40% Senior Notes due 2031. Incorporated by reference herein to Exhibit A to Exhibit 4.2 to the Current Report on Form 8-K filed August 3, 2021. 10.1 Separation and Distribution Agreement by and between The First American Corporation (n/k/a CoreLogic, Inc.) and First American Financial Corporation dated as of June1, 2010. Incorporated by reference herein to Exhibit 10.1 to the Current Report on Form 8-K filed June1, 2010. 10.2 Credit Agreement dated as of April 30, 2019, among First American Financial Corporation, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Incorporated by reference herein to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. *10.3 First American Financial Corporation Executive Supplemental Benefit Plan, amended and restated effective as of January1, 2011. Incorporated by reference herein to Exhibit10.12 to the Annual Report on Form10-K for the year ended December 31, 2010. *10.3.1 Amendment No. 1, dated January 21, 2015, to First American Financial Corporation Executive Supplemental Benefit Plan. Incorporated by reference herein to Exhibit 10.5.1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2014. *10.4 First American Financial Corporation Deferred Compensation Plan, amended and restated effective as of January 1, 2012. Incorporated by reference herein to Exhibit 10.13 to the Annual Report on Form 10-K for the year ended December 31, 2011. *10.4.1 First Amendment, effective July 1, 2015, to the FirstAmerican Financial Corporation Deferred Compensation Plan. Incorporated by reference herein to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2015. *10.4.2 Second Amendment, effective July 1, 2017, to the First American Financial Corporation Deferred Compensation Plan. Incorporated by reference herein to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2017. *10.5 First American Financial Corporation 2010 Incentive Compensation Plan, amended and restated effective as of February 4, 2019. Incorporated by reference herein to Exhibit 10.6 to the 10-K for the fiscal year ended December 31, 2018. *10.5.1. Form of Notice of Restricted Stock Unit Grant (Employee) and Restricted Stock Unit Award Agreement (Employee), approved January 23, 2018. Incorporated by reference herein to Exhibit 10.6.9 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2017. *10.5.2 Form of Notice of Restricted Stock Unit Grant (Employee) and Restricted Stock Unit Award Agreement (Employee), approved February 4, 2019. Incorporated by reference herein to Exhibit 10.6.9 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2018. *10.5.3 Form of Notice of Restricted Stock Unit Grant (Employee) and Restricted Stock Unit Award Agreement (Employee), approved January 21, 2020. Incorporated by reference herein to Exhibit 10.6.7 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2019. *10.6.1 Form of Notice of Restricted Stock Unit Grant (Non-Employee Director) and Restricted Stock Unit Award Agreement (Non-Employee Director) for Non-Employee Director Restricted Stock Unit Award approved January 19, 2021. Incorporated by reference herein to Exhibit 10.6.1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2020. *10.6.2 Form of Notice of Restricted Stock Unit Grant (Non-Employee Director) and Restricted Stock Unit Award Agreement (Non-Employee Director) for Non-Employee Director Restricted Stock Unit Award approved February 2, 2022. Attached. *10.6.3 Form of Notice of Restricted Stock Unit Grant (Employee) and Restricted Stock Unit Award Agreement (Employee), approved January 19, 2021. Incorporated by reference herein to Exhibit 10.6.2 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2020. *10.6.4 Form of Notice of Restricted Stock Unit Grant (Employee) and Restricted Stock Unit Award Agreement (Employee), approved February 2, 2022. Attached. *10.6.5 Form of Performance Restricted Stock Unit Grant (Employee) and Performance Restricted Stock Unit Award Agreement (Employee), approved February 2, 2022. Attached. *10.7 Employment Agreement, dated February11,2021, between First American Financial Corporation and Dennis J. Gilmore. Incorporated by reference herein to Exhibit 10.7 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2020. *10.8 Employment Agreement, dated February11,2022, between First American Financial Corporation and Kenneth D. DeGiorgio. Attached. *10.9 Employment Agreement, dated February11,2022, between First American Financial Corporation and Christopher M. Leavell. Attached. *10.10 Employment Agreement, dated February11,2022, between First American Financial Corporation and Mark E. Seaton. Attached. *10.11 First American Financial Corporation Form of Amended and Restated Change in Control Agreement as of December 31, 2010. Incorporated by reference herein to Exhibit10(c) to the Quarterly Report on Form10-Q for the quarter ended September 30, 2010. 21 Subsidiaries of the registrant. Attached. 23 Consent of Independent Registered Public Accounting Firm. Attached. 31(a) Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. Attached. 31(b) Certification by Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. Attached. 32(a) Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350. Attached. 32(b) Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350. Attached.