First American Financial Corp
For the period ended Dec 31, 2023. Filed Feb 21, 2024.
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FY2023 · Filed Feb 21, 2024
FAF$67.63-1.5%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
| (a · ) · 1. & 2. · Financial Statements and Financial Statement Schedules | |
|---|---|
| The Financial Statements and Financial Statement Schedules filed as part of this report are listed in the accompanying index at page 46 in Item 8 of Part II of this report. | |
| 3. | Exhibits. Each management contract or compensatory plan or arrangement in which any director or named executive officer of First American Financial Corporation, as defined by Item 402(a)(3) of Regulation S-K (17 C.F.R. §229.402(a)(3)), participates that is included among the exhibits listed on the Exhibit Index is identified on the Exhibit Index by an asterisk (*). |
| Exhibit No. | Description | Location |
| 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 June 1, 2010. |
| 3.2 | Bylaws of First American Financial Corporation, amended and restated effective as of November 7, 2023. | Incorporated by reference herein to Exhibit 3.1 to the Current Report on Form 8-K filed November 9, 2023. |
| 4.1 | Description of the Registrant's Securities. | Incorporated by reference herein to Exhibit 4.1 to the Annual Report on Form 10-K for the year ended December 31, 2022. |
| 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. |
| 4.5 | 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. |
| 4.6 | Fourth Supplemental Indenture, dated as of August 3, 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. |
| 4.7 | 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 | Credit Agreement dated as of May 17, 2023, among First American Financial Corporation, the Lenders | Incorporated by reference herein to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2023. |
| Exhibit No. | Description | Location |
|---|---|---|
| party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. | ||
| *10.2 | First American Financial Corporation Executive Supplemental Benefit Plan, amended and restated effective as of January 1, 2011. | Incorporated by reference herein to Exhibit 10.12 to the Annual Report on Form 10-K for the year ended December 31, 2010. |
| *10.2.1 | 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. |
| *10.3 | 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. |
| *10.3.1 | First Amendment, effective July 1, 2015, to the First American 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. |
| *10.3.2 | 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. |
| *10.4 | 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. |
| *10.4.1 | 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. |
| *10.5 | First American Financial Corporation 2020 Incentive Compensation Plan, as amended and restated effective May 9, 2023. | Incorporated by reference herein to Appendix B to the Proxy Statement on Schedule 14A filed April 6, 2023. |
| *10.5.1 | 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 February 2, 2022. | Incorporated by reference herein to Exhibit 10.6.2 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2021. |
| *10.5.2 | Form of Notice of Restricted Stock Unit Grant (Employee) and Restricted Stock Unit Award Agreement (Employee), approved February 2, 2022. | Incorporated by reference herein to Exhibit 10.6.4 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2021. |
| *10.5.3 | Form of Performance Restricted Stock Unit Grant (Employee) and Performance Restricted Stock Unit Award Agreement (Employee), approved February 2, 2022. | Incorporated by reference herein to Exhibit 10.6.5 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2021. |
| *10.5.4 | 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 17, 2023. | Incorporated by reference herein to Exhibit 10.5.6 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2022. |
| *10.5.5 | Form of Notice of Restricted Stock Unit Grant (Employee) and Restricted Stock Unit Award Agreement (Employee), approved January 17, 2023. | Incorporated by reference herein to Exhibit 10.5.7 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2022. |
| *10.5.6 | Form of Performance Restricted Stock Unit Grant (Employee) and Performance Restricted Stock Unit Award Agreement (Employee), approved January 17, 2023. | Incorporated by reference herein to Exhibit 10.5.8 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2022. |
| Exhibit No. | Description | Location |
| *10.5.7 | 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 16, 2024. | Attached. |
| *10.5.8 | Form of Notice of Restricted Stock Unit Grant (Employee) and Restricted Stock Unit Award Agreement (Employee), approved January 16, 2024. | Attached. |
| *10.5.9 | Form of Performance Restricted Stock Unit Grant (Employee) and Performance Restricted Stock Unit Award Agreement (Employee), approved January 16, 2024. | Attached. |
| *10.6 | Employment Agreement, dated February 20, 2024, between First American Financial Corporation and Kenneth D. DeGiorgio. | Attached. |
| *10.7 | Employment Agreement, dated February 20, 2024, between First American Financial Corporation and Mark E. Seaton. | Attached. |
| *10.8 | Employment Agreement, dated February 20, 2024, between First American Financial Corporation and Lisa W. Cornehl. | Attached. |
| *10.9 | First American Financial Corporation Form of Amended and Restated Change in Control Agreement as of December 31, 2010. | Incorporated by reference herein to Exhibit 10(c) to the Quarterly Report on Form 10-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. |
| 97 | Policy Governing the Recovery of Certain Incentive Compensation. | Attached. |
| 101.INS | Inline XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | N/A. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema with Embedded Linkbases Document. | Attached. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | N/A. |
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