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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/19/16 First American Financial Corp 10-K 12/31/15 150:22M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.72M
8: EX-10.10 Material Contract HTML 85K
4: EX-10.6.12 Material Contract HTML 59K
2: EX-10.6.4 Material Contract HTML 70K
3: EX-10.6.9 Material Contract HTML 82K
5: EX-10.7 Material Contract HTML 84K
6: EX-10.8 Material Contract HTML 85K
7: EX-10.9 Material Contract HTML 84K
9: EX-21 Subsidiaries List HTML 45K
10: EX-23 Consent of Experts or Counsel HTML 41K
11: EX-31.(A) Certification -- §302 - SOA'02 HTML 46K
12: EX-31.(B) Certification -- §302 - SOA'02 HTML 46K
13: EX-32.(A) Certification -- §906 - SOA'02 HTML 43K
14: EX-32.(B) Certification -- §906 - SOA'02 HTML 43K
21: R1 Document and Entity Information HTML 71K
22: R2 Consolidated Balance Sheets HTML 147K
23: R3 Consolidated Balance Sheets (Parenthetical) HTML 61K
24: R4 Consolidated Statements of Income HTML 111K
25: R5 Consolidated Statements of Comprehensive Income HTML 71K
26: R6 Consolidated Statements of Equity HTML 94K
27: R7 Consolidated Statements of Cash Flows HTML 158K
28: R8 Consolidated Statements of Cash Flows HTML 44K
(Parenthetical)
29: R9 Description of the Company HTML 152K
30: R10 Statutory Restrictions On Investments And HTML 49K
Stockholders' Equity
31: R11 Debt and Equity Securities HTML 586K
32: R12 Property and Equipment HTML 61K
33: R13 Goodwill HTML 69K
34: R14 Other Intangible Assets HTML 74K
35: R15 Deposits HTML 64K
36: R16 Reserve for Known and Incurred but Not Reported HTML 110K
Claims
37: R17 Notes and Contracts Payable HTML 72K
38: R18 Net Investment Income HTML 76K
39: R19 Income Taxes HTML 191K
40: R20 Earnings Per Share HTML 78K
41: R21 Employee Benefit Plans HTML 296K
42: R22 Fair Value Measurements HTML 333K
43: R23 Share-Based Compensation Plans HTML 103K
44: R24 Stockholders' Equity HTML 49K
45: R25 Commitments and Contingencies HTML 58K
46: R26 Accumulated Other Comprehensive Income (Loss) HTML 314K
47: R27 Litigation and Regulatory Contingencies HTML 77K
48: R28 Business Combinations HTML 49K
49: R29 Segment Financial Information HTML 215K
50: R30 Quarterly Financial Data HTML 120K
51: R31 Summary Of Investments-Other Than Investments In HTML 119K
Related Parties
52: R32 Condensed Financial Statements (Parent Company) HTML 237K
53: R33 Supplementary Insurance Information HTML 179K
54: R34 Reinsurance HTML 86K
55: R35 Valuation And Qualifying Accounts HTML 188K
56: R36 Description of the Company (Policies) HTML 218K
57: R37 Description of the Company (Tables) HTML 61K
58: R38 Debt and Equity Securities (Tables) HTML 589K
59: R39 Property And Equipment (Tables) HTML 60K
60: R40 Goodwill (Tables) HTML 69K
61: R41 Other Intangible Assets (Tables) HTML 74K
62: R42 Deposits (Tables) HTML 62K
63: R43 Reserve for Known and Incurred but Not Reported HTML 101K
Claims (Tables)
64: R44 Notes and Contracts Payable (Tables) HTML 68K
65: R45 Net Investment Income (Tables) HTML 78K
66: R46 Income Taxes (Tables) HTML 184K
67: R47 Earnings Per Share (Tables) HTML 76K
68: R48 Employee Benefit Plans (Tables) HTML 295K
69: R49 Fair Value Measurements (Tables) HTML 324K
70: R50 Share-Based Compensation Plans (Tables) HTML 101K
71: R51 Commitments and Contingencies (Tables) HTML 52K
72: R52 Accumulated Other Comprehensive Income (Loss) HTML 317K
(Tables)
73: R53 Segment Financial Information (Tables) HTML 210K
74: R54 Quarterly Financial Data (Tables) HTML 118K
75: R55 Description of the Company (Narrative) (Detail) HTML 154K
76: R56 Business Combinations (Narrative) (Detail) HTML 44K
77: R57 Description of the Company (Change in Credit HTML 50K
Portion of Other-Than-Temporary Impairments
Recognized in Earnings on Debt Securities)
(Detail)
78: R58 Statutory Restrictions on Investments and HTML 58K
Stockholders' Equity (Narrative) (Detail)
79: R59 Debt and Equity Securities (Investments in Debt HTML 79K
Securities, Classified as Available-For-Sale)
(Detail)
80: R60 Debt and Equity Securities (Investments in Equity HTML 58K
Securities, Classified as Available-For-Sale)
(Detail)
81: R61 Debt and Equity Securities (Narrative) (Detail) HTML 65K
82: R62 Debt and Equity Securities (Gross Unrealized HTML 100K
Losses on Investments in Debt and Equity
Securities) (Detail)
83: R63 Debt and Equity Securities (Investments in Debt HTML 117K
Securities) (Detail)
84: R64 Debt and Equity Securities (Composition of HTML 131K
Investment Portfolio by Credit Rating Agencies)
(Detail)
85: R65 Debt and Equity Securities (Composition of HTML 117K
Investment Portfolio in Unrealized Loss Position
by Credit Rating Agencies) (Detail)
86: R66 Property and Equipment (Schedule of Property and HTML 59K
Equipment) (Detail)
87: R67 Goodwill (Carrying Amount of Goodwill by Operating HTML 56K
Segment) (Detail)
88: R68 Goodwill (Narrative) (Detail) HTML 47K
89: R69 Other Intangible Assets (Schedule of Other HTML 62K
Intangible Assets) (Detail)
90: R70 Other Intangible Assets (Narrative) (Detail) HTML 44K
91: R71 Other Intangible Assets (Estimated Amortization HTML 53K
Expense for Finite-Lived Intangible Assets)
(Detail)
92: R72 Deposits (Escrow, Savings and Investment HTML 54K
Certificate Accounts) (Detail)
93: R73 Reserve for Known and Incurred but Not Reported HTML 62K
Claims (Activity in Reserve for Known and Incurred
but Not Reported Claims) (Detail)
94: R74 Reserve for Known and Incurred but Not Reported HTML 95K
Claims (Narrative) (Detail)
95: R75 Reserve for Known and Incurred but Not Reported HTML 64K
Claims (Summary of Loss Reserves) (Detail)
96: R76 Notes and Contracts Payable (Schedule of Notes and HTML 53K
Contracts Payable) (Detail)
97: R77 Notes and Contracts Payable (Schedule of Notes and HTML 66K
Contracts Payable) (Parenthetical) (Detail)
98: R78 Notes and Contracts Payable (Narrative) (Detail) HTML 69K
99: R79 Notes and Contracts Payable (Aggregate Annual HTML 61K
Maturities of Notes and Contracts Payable)
(Detail)
100: R80 Net Investment Income (Schedule of Net Investment HTML 66K
Income) (Detail)
101: R81 Income Taxes (Narrative) (Detail) HTML 114K
102: R82 Income Taxes - Summary of Tax Expenses (Detail) HTML 71K
103: R83 Income Taxes - Schedule of Effective Income Tax HTML 82K
Rate Reconciliation (Detail)
104: R84 Income Taxes - Net Deferred Tax Liability (Detail) HTML 92K
105: R85 Income Taxes - Changes In Unrecognized Tax HTML 49K
Benefits (Detail)
106: R86 Earnings Per Share (Schedule of Earnings Per HTML 75K
Share) (Detail)
107: R87 Earnings Per Share (Narrative) (Detail) HTML 47K
108: R88 Employee Benefit Plans (Narrative) (Detail) HTML 78K
109: R89 Employee Benefit Plans (Principal Components of HTML 58K
Employee Benefit Plan Expenses) (Detail)
110: R90 Employee Benefit Plans (Company's Benefit HTML 101K
Obligations, Assets and Funded Status) (Detail)
111: R91 Employee Benefit Plans (Net Periodic Cost) HTML 57K
(Detail)
112: R92 Employee Benefit Plans (Weighted-Average Actuarial HTML 50K
Assumptions Used to Determine Costs) (Detail)
113: R93 Employee Benefit Plans (Weighted-Average Actuarial HTML 47K
Assumptions Used to Determine Benefit Obligations)
(Detail)
114: R94 Employee Benefit Plans (Target Asset Allocation HTML 78K
Based on Funded Status) (Detail)
115: R95 Employee Benefit Plans (Defined Benefit Pension HTML 54K
Plan Asset Allocation) (Detail)
116: R96 Employee Benefit Plans (Benefit Payments, Expected HTML 55K
Future Service) (Detail)
117: R97 Employee Benefit Plans (Defined Benefit Pension HTML 78K
Plan Assets at Fair Value) (Detail)
118: R98 Fair Value Measurements (Fair Value of Assets HTML 97K
Measured on Recurring Basis) (Detail)
119: R99 Fair Value Measurements (Narrative) (Detail) HTML 43K
120: R100 Fair Value Measurements (Summary of Changes in HTML 76K
Fair Value of Level 3 Assets Measured on Recurring
Basis) (Detail)
121: R101 Fair Value Measurements (Carrying Amounts and HTML 68K
Estimated Fair Values of Financial Instruments Not
Measured at Fair Value) (Detail)
122: R102 Share-Based Compensation Plans (Narrative) HTML 72K
(Detail)
123: R103 Share-Based Compensation Plans (Expenses HTML 52K
Associated with Share-Based Compensation Plans)
(Detail)
124: R104 Share-Based Compensation Plans (Summary of RSU HTML 66K
Activity) (Detail)
125: R105 Share-Based Compensation Plans (Summary of Stock HTML 82K
Option Activity) (Detail)
126: R106 Stockholders' Equity (Detail) HTML 52K
127: R107 Commitments and Contingencies (Future Minimum HTML 60K
Rental Payments) (Detail)
128: R108 Commitments and Contingencies (Narrative) (Detail) HTML 45K
129: R109 Accumulated Other Comprehensive Income (Loss) HTML 78K
(Aoci) (Components of Accumulated Other
Comprehensive Income (Loss) (Detail)
130: R110 Accumulated Other Comprehensive Income (Loss) HTML 61K
(Accumulated Other Comprehensive Income (Loss)
Allocated to Company and Noncontrolling Interests)
(Detail)
131: R111 Accumulated Other Comprehensive Income (Loss) HTML 63K
(Other Comprehensive Income (Loss)
Reclassification Adjustments) (Detail)
132: R112 Accumulated Other Comprehensive Income (Loss) HTML 71K
(Reclassifications Out of Accumulated Other
Comprehensive Income (Loss)) (Detail)
133: R113 Segment Financial Information (Narrative) (Detail) HTML 48K
134: R114 Segment Financial Information (Schedule of HTML 90K
Selected Financial Information) (Detail)
135: R115 Segment Financial Information (Schedule of Total HTML 66K
Revenues From External Customers And Long-Lived
Assets) (Detail)
136: R116 Quarterly Financial Data (Detail) HTML 73K
137: R117 Schedule I - Summary Of Investments-Other Than HTML 87K
Investments In Related Parties (Detail)
138: R118 Schedule II - Condensed Balance Sheets Parent HTML 131K
Company (Detail)
139: R119 Schedule II - Condensed Balance Sheets Parent HTML 60K
Company (Parenthetical) (Detail)
140: R120 Schedule II - Condensed Statements Of Income HTML 80K
Parent Company (Detail)
141: R121 Schedule II - Condensed Statements Of HTML 81K
Comprehensive Income Parent Company (Detail)
142: R122 Schedule II - Condensed Statements Of Cash Flows HTML 92K
Parent Company (Detail)
143: R123 Schedule II - Notes to Condensed Financial HTML 46K
Statements Parent Company (Detail)
144: R124 Schedule III - Balance Sheet Captions (Detail) HTML 54K
145: R125 Schedule III - Income Statement Captions (Detail) HTML 71K
146: R126 Schedule IV - Reinsurance (Detail) HTML 61K
147: R127 Schedule V - Valuation And Qualifying Accounts HTML 67K
(Detail)
149: XML IDEA XML File -- Filing Summary XML 287K
148: EXCEL IDEA Workbook of Financial Reports XLSX 188K
15: EX-101.INS XBRL Instance -- faf-20151231 XML 7.72M
17: EX-101.CAL XBRL Calculations -- faf-20151231_cal XML 403K
18: EX-101.DEF XBRL Definitions -- faf-20151231_def XML 1.11M
19: EX-101.LAB XBRL Labels -- faf-20151231_lab XML 2.05M
20: EX-101.PRE XBRL Presentations -- faf-20151231_pre XML 1.86M
16: EX-101.SCH XBRL Schema -- faf-20151231 XSD 300K
150: ZIP XBRL Zipped Folder -- 0001564590-16-012941-xbrl Zip 379K
Exhibit 10.6.4
[Non-Employee Director]
Notice of Restricted Stock Unit Grant
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Participant: |
[Participant Name] |
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Company: |
First American Financial Corporation |
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Notice: |
You have been granted the following Restricted Stock Units in accordance with the terms of the Plan and the Restricted Stock Unit Award Agreement attached hereto. |
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Type of Award: |
Restricted Stock Units |
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Plan: |
First American Financial Corporation 2010 Incentive Compensation Plan |
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Grant: |
Date of Grant: [Grant Date] |
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Number of Shares Underlying Restricted Stock Units: [Number of Shares Granted] |
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Period of Restriction: |
Subject to the terms of the Plan and this Agreement, the Period of Restriction applicable to the Restricted Stock Units shall commence on the Date of Grant and shall lapse on the date listed in the “Lapse Date” column below as to that percentage of Shares underlying the Restricted Stock Units set forth below opposite each such date. |
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Lapse Date |
Percentage of Shares as to Which Period of Restriction Lapses |
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Date of Grant + 1 year |
33.333% |
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Date of Grant + 2 years |
33.333% |
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Date of Grant + 3 years |
33.334% |
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Rejection: |
If you wish to accept this Restricted Stock Unit Award, please access Fidelity NetBenefits® at www.netbenefits.com/firstamerican and follow the steps outlined under the “Accept Grant” link at any time within forty-five (45) days after the Date of Grant. If you do not accept your grant via Fidelity NetBenefits® within forty-five (45) days after the Date of Grant, you will have rejected this Restricted Stock Unit Award. |
Restricted Stock Unit Award Agreement
This Restricted Stock Unit Award Agreement (this “Agreement”), dated as of the Date of Grant set forth in the Notice of Restricted Stock Unit Grant attached hereto (the “Grant Notice”), is made between First American Financial Corporation (the “Company”) and the Participant set forth in the Grant Notice. The Grant Notice is included in and made part of this Agreement.
1.Definitions.
Capitalized terms used but not defined in this Agreement (including the Grant Notice) have the meaning set forth in the Plan.
2.Grant of the Restricted Stock Units.
Subject to the provisions of this Agreement and the provisions of the Plan, the Company hereby grants to the Participant, pursuant to the Plan, a right to receive the number of shares of common stock of the Company, par value $.00001 per share (“Shares”), set forth in the Grant Notice (the “Restricted Stock Units”).
3.Dividend Equivalents.
Each Restricted Stock Unit shall accrue Dividend Equivalents with respect to dividends that would otherwise be paid on the Share underlying such Restricted Stock Unit during the period from the Grant Date to the date such Share is delivered in accordance with Section 6. Any such Dividend Equivalent shall be deemed reinvested in additional Shares underlying the Restricted Stock Units immediately upon the related dividend’s payment date, based on the then-current Fair Market Value (rounded down to the nearest whole number), and shall be subject to the Period of Restriction applicable to the Restricted Stock Unit on which such Dividend Equivalent is paid. Any such conversion of Dividend Equivalents shall be conclusively determined by the Committee. The Shares underlying Restricted Stock Units into which Dividend Equivalents are so converted shall be delivered in accordance with Section 6.
4.Period of Restriction; Termination.
The Period of Restriction with respect to the Restricted Stock Units shall be as set forth in the Grant Notice. Subject to the terms of the Plan and the remaining provisions of this Section 4, all Restricted Stock Units for which the Period of Restriction had not lapsed prior to the date of the Participant’s Termination shall be immediately forfeited. Notwithstanding the foregoing to the contrary:
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(a) |
In the event of the Participant’s Termination due to his or her death or Disability, the Period of Restriction as to all Restricted Stock Units shall immediately lapse in its entirety. |
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(b) |
In the event of the Participant’s Termination due to his or her retirement from the Board, irrespective of length of service prior to such retirement, the Period of Restriction as to all Restricted Stock Units shall immediately lapse in its entirety. |
5.Change of Control.
Except for a Change of Control that has been approved by the Company’s Incumbent Board prior to the occurrence of such Change of Control, the provisions of Section 15.1 of the Plan shall apply to the Restricted Stock Units.
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Unless delivery is deferred for reasons set forth in Section 10, as soon as reasonably practicable following the lapse of the applicable portion of the Period of Restriction, but in no event later than 90 days following the date of such lapse, the Company shall cause to be delivered to the Participant the full number of Shares underlying the Restricted Stock Units as to which such portion of the Period of Restriction has so lapsed, together with Shares comprising all accrued Dividend Equivalents with respect to such Restricted Stock Units, subject to satisfaction of applicable tax withholding obligations with respect thereto pursuant to Article XVII of the Plan.
7.No Ownership Rights Prior to Issuance of Shares.
Neither the Participant nor any other person shall become the beneficial owner of the Shares underlying the Restricted Stock Units, nor have any rights to dividends or other rights as a shareholder with respect to any such Shares, until and after such Shares have been actually issued to the Participant and transferred on the books and records of the Company or its agent in accordance with the terms of the Plan and this Agreement.
8.Detrimental Activity.
(a)Notwithstanding any other provisions of this Agreement to the contrary, if at any time prior to the delivery of Shares with respect to the Restricted Stock Units, the Participant engages in Detrimental Activity, such Restricted Stock Units shall be cancelled and rescinded without any payment or consideration therefor. The determination of whether the Participant has engaged in Detrimental Activity shall be made by the Committee in its good faith discretion, and lapse of the Period of Restriction and delivery of Shares with respect to the Restricted Stock Units shall be suspended pending resolution to the Committee’s satisfaction of any investigation of the matter.
(b)For purposes of this Agreement, “Detrimental Activity” means at any time (i) using information received during the Participant’s membership on the Board relating to the business affairs of the Company or any of its Subsidiaries or Affiliates, in breach of the Participant’s express or implied undertaking to keep such information confidential; (ii) directly or indirectly persuading or attempting to persuade, by any means, any employee of the Company or any of its Subsidiaries or Affiliates to breach any of the terms of his or her employment with Company, its Subsidiaries or its Affiliates; (iii) directly or indirectly making any statement that is, or could be, disparaging of the Company or any of its Subsidiaries or Affiliates, or any of their respective employees (except to the extent necessary to respond truthfully to any inquiry from applicable regulatory authorities or to provide information pursuant to legal process); (iv) directly or indirectly engaging in any illegal, unethical or otherwise wrongful activity that is, or could be, substantially injurious to the financial condition, reputation or goodwill of the Company or any of its Subsidiaries or Affiliates; or (v) directly or indirectly engaging in an act of misconduct such as, embezzlement, fraud, dishonesty, nonpayment of any obligation owed to the Company or any of its Subsidiaries or Affiliates, breach of fiduciary duty or disregard or violation of rules, policies or procedures of the Company or any of its Subsidiaries or Affiliates, an unauthorized disclosure of any trade secret or confidential information of the Company or any of its Subsidiaries or Affiliates, any conduct constituting unfair competition, or inducing any customer to breach a contract with the Company or any of its Subsidiaries or Affiliates, in each case as determined by the Committee in its good faith discretion.
9.The Plan.
In consideration for this grant, the Participant agrees to comply with the terms of the Plan and this Agreement. This Agreement is subject to all the terms, provisions and conditions of the Plan, which are incorporated herein by reference, and to such regulations as may from time to time be adopted by the Committee. In the event of any conflict between the provisions of the Plan and this Agreement, the provisions of the Plan shall control, and this Agreement shall be deemed to be modified accordingly. The Plan and the prospectus describing the Plan can be found on Fidelity NetBenefits® at www.netbenefits.com/firstamerican under Plan Information and Documents. A paper copy of the Plan and the prospectus shall be provided to the Participant upon the Participant’s written request to the Company at First American Financial Corporation, 1 First American Way, Santa Ana,
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California 92707, Attention: Incentive Compensation Plan Administrator, or such other address as the Company may from time to time specify.
10.Compliance with Laws and Regulations.
(a)The Restricted Stock Units and the obligation of the Company to sell and deliver Shares hereunder shall be subject in all respects to (i) all applicable Federal and state laws, rules and regulations and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company.
(b)It is intended that the Shares received in respect of the Restricted Stock Units shall have been registered under the Securities Act. If the Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), the Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws.
(c)If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, the Participant shall execute, prior to the delivery of any Shares to the Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which the Participant represents and warrants that the Participant is purchasing or acquiring the shares acquired under this Agreement for the Participant's own account, for investment only and not with a view to the resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption the Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption thereto.
11.Notices.
All notices by the Participant or the Participant’s assignees shall be addressed to First American Financial Corporation, 1 First American Way, Santa Ana, California 92707, Attention: Incentive Compensation Plan Administrator, or such other address as the Company may from time to time specify. All notices to the Participant shall be addressed to the Participant at the Participant’s address in the Company's records.
12.Severability.
In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.
[Signatures on next page]
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Acknowledged and agreed as of the Date of Grant: |
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Printed Name: |
[Participant Name] |
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Date: |
[Acceptance Date] |
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[NOTE: GRANT WILL BE ACCEPTED ELECTRONICALLY] |
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on: | 2/19/16 | |||
| For Period end: | 12/31/15 | 11-K, 5 | ||
| List all Filings | ||||