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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/20/19 First American Financial Corp 10-K 12/31/18 149:25M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K 2018 Form 10-K HTML 1.80M
9: EX-10.10 Material Contract HTML 90K
2: EX-10.6 Material Contract HTML 399K
5: EX-10.6.11 Material Contract HTML 56K
3: EX-10.6.4 Material Contract HTML 74K
4: EX-10.6.9 Material Contract HTML 99K
6: EX-10.7 Material Contract HTML 90K
7: EX-10.8 Material Contract HTML 90K
8: EX-10.9 Material Contract HTML 91K
10: EX-21 Subsidiaries List HTML 45K
11: EX-23 Consent of Experts or Counsel HTML 41K
12: EX-31.A Certification -- §302 - SOA'02 HTML 46K
13: EX-31.B Certification -- §302 - SOA'02 HTML 47K
14: EX-32.A Certification -- §906 - SOA'02 HTML 43K
15: EX-32.B Certification -- §906 - SOA'02 HTML 44K
22: R1 Document and Entity Information HTML 77K
23: R2 Consolidated Balance Sheets HTML 159K
24: R3 Consolidated Balance Sheets (Parenthetical) HTML 63K
25: R4 Consolidated Statements of Income HTML 121K
26: R5 Consolidated Statements of Comprehensive Income HTML 77K
27: R6 Consolidated Statements of Equity HTML 104K
28: R7 Consolidated Statements of Cash Flows HTML 165K
29: R8 Consolidated Statements of Cash Flows HTML 44K
(Parenthetical)
30: R9 Basis of Presentation and Significant Accounting HTML 144K
Policies
31: R10 Statutory Restrictions On Investments And HTML 48K
Stockholders' Equity
32: R11 Debt and Equity Securities HTML 505K
33: R12 Property and Equipment HTML 59K
34: R13 Goodwill HTML 72K
35: R14 Other Intangible Assets HTML 75K
36: R15 Deposits HTML 64K
37: R16 Reserve for Known and Incurred but Not Reported HTML 355K
Claims
38: R17 Notes and Contracts Payable HTML 79K
39: R18 Net Investment Income HTML 75K
40: R19 Income Taxes HTML 204K
41: R20 Earnings Per Share HTML 72K
42: R21 Employee Benefit Plans HTML 190K
43: R22 Fair Value Measurements HTML 336K
44: R23 Share-Based Compensation Plans HTML 99K
45: R24 Stockholders' Equity HTML 44K
46: R25 Accumulated Other Comprehensive Income (Loss) HTML 341K
("Aoci")
47: R26 Commitments and Contingencies HTML 54K
48: R27 Litigation and Regulatory Contingencies HTML 64K
49: R28 Business Combinations HTML 46K
50: R29 Segment Financial Information HTML 269K
51: R30 Quarterly Financial Data HTML 118K
52: R31 Summary Of Investments-Other Than Investments In HTML 112K
Related Parties
53: R32 Condensed Financial Statements (Parent Company) HTML 230K
54: R33 Supplementary Insurance Information HTML 183K
55: R34 Reinsurance HTML 86K
56: R35 Valuation And Qualifying Accounts HTML 189K
57: R36 Basis of Presentation and Significant Accounting HTML 219K
Policies (Policies)
58: R37 Debt and Equity Securities (Tables) HTML 508K
59: R38 Property and Equipment (Tables) HTML 60K
60: R39 Goodwill (Tables) HTML 71K
61: R40 Other Intangible Assets (Tables) HTML 75K
62: R41 Deposits (Tables) HTML 62K
63: R42 Reserve for Known and Incurred but Not Reported HTML 359K
Claims (Tables)
64: R43 Notes and Contracts Payable (Tables) HTML 75K
65: R44 Net Investment Income (Tables) HTML 77K
66: R45 Income Taxes (Tables) HTML 197K
67: R46 Earnings Per Share (Tables) HTML 71K
68: R47 Employee Benefit Plans (Tables) HTML 189K
69: R48 Fair Value Measurements (Tables) HTML 329K
70: R49 Share-Based Compensation Plans (Tables) HTML 99K
71: R50 Accumulated Other Comprehensive Income (Loss) HTML 346K
("Aoci") (Tables)
72: R51 Commitments and Contingencies (Tables) HTML 52K
73: R52 Segment Financial Information (Tables) HTML 268K
74: R53 Quarterly Financial Data (Tables) HTML 118K
75: R54 Basis of Presentation and Significant Accounting HTML 162K
Policies (Narrative) (Detail)
76: R55 Statutory Restrictions on Investments and HTML 58K
Stockholders' Equity (Narrative) (Detail)
77: R56 Debt and Equity Securities (Investments in Debt HTML 75K
Securities, Classified as Available-For-Sale)
(Detail)
78: R57 Debt and Equity Securities (Narrative) (Detail) HTML 78K
79: R58 Debt and Equity Securities (Gross Unrealized HTML 85K
Losses on Investments in Debt Securities) (Detail)
80: R59 Debt and Equity Securities (Investments in Debt HTML 116K
Securities by Contractual Maturity) (Detail)
81: R60 Debt and Equity Securities (Investments in Equity HTML 50K
Securities) (Detail)
82: R61 Debt and Equity Securities (Composition of HTML 119K
Investment Portfolio by Credit Rating Agencies)
(Detail)
83: R62 Debt and Equity Securities (Composition of Debt HTML 97K
Securities Portfolio in Unrealized Loss Position
by Credit Rating Agencies) (Detail)
84: R63 Property and Equipment (Schedule of Property and HTML 61K
Equipment) (Detail)
85: R64 Goodwill (Carrying Amount of Goodwill by HTML 58K
Reportable Segment) (Detail)
86: R65 Other Intangible Assets (Schedule of Other HTML 65K
Intangible Assets) (Detail)
87: R66 Other Intangible Assets (Narrative) (Detail) HTML 45K
88: R67 Other Intangible Assets (Estimated Amortization HTML 53K
Expense for Finite-Lived Intangible Assets)
(Detail)
89: R68 Deposits (Escrow, Savings and Investment HTML 54K
Certificate Accounts) (Detail)
90: R69 Reserve for Known and Incurred but Not Reported HTML 63K
Claims (Activity in Reserve for Known and Incurred
but Not Reported Claims) (Detail)
91: R70 Reserve for Known and Incurred but Not Reported HTML 68K
Claims (Narrative) (Detail)
92: R71 Reserve for Known and Incurred but Not Reported HTML 64K
Claims (Summary of Loss Reserves) (Detail)
93: R72 Reserve for Known and Incurred but Not Reported HTML 120K
Claims - Summary of Incurred and Paid Claims
Development Net of Reinsurance (Detail)
94: R73 Reserve for Known and Incurred but Not Reported HTML 58K
Claims - Reconciliation of the Net Incurred and
Paid Claims Development Tables to the Liability
for Claims and Claim Adjustment Expense (Detail)
95: R74 Reserve for Known and Incurred but Not Reported HTML 67K
Claims - Schedule of Supplementary Information
about Average Historical Claims (Detail)
96: R75 Notes and Contracts Payable (Schedule of Notes and HTML 69K
Contracts Payable) (Detail)
97: R76 Notes and Contracts Payable (Schedule of Notes and HTML 69K
Contracts Payable) (Parenthetical) (Detail)
98: R77 Notes and Contracts Payable (Narrative) (Detail) HTML 72K
99: R78 Notes and Contracts Payable (Aggregate Annual HTML 62K
Maturities of Notes and Contracts Payable)
(Detail)
100: R79 Net Investment Income (Schedule of Net Investment HTML 67K
Income) (Detail)
101: R80 Income Taxes (Narrative) (Detail) HTML 106K
102: R81 Income Taxes - Summary of Tax Expenses (Detail) HTML 71K
103: R82 Income Taxes - Schedule of Effective Income Tax HTML 99K
Rate Reconciliation (Detail)
104: R83 Income Taxes - Net Deferred Tax Liability (Detail) HTML 96K
105: R84 Income Taxes - Changes In Unrecognized Tax HTML 52K
Benefits (Detail)
106: R85 Earnings Per Share (Schedule of Earnings Per HTML 73K
Share) (Detail)
107: R86 Earnings Per Share (Narrative) (Detail) HTML 49K
108: R87 Employee Benefit Plans (Narrative) (Detail) HTML 90K
109: R88 Employee Benefit Plans (Principal Components of HTML 57K
Employee Benefit Costs) (Detail)
110: R89 Employee Benefit Plans (Company's Benefit HTML 109K
Obligations and Funded Status) (Detail)
111: R90 Employee Benefit Plans (Net Periodic Costs) HTML 63K
(Detail)
112: R91 Employee Benefit Plans (The Weighted-Average HTML 49K
Discount Rate Assumptions Used to Determine Net
Periodic Benefit Costs) (Detail)
113: R92 Employee Benefit Plans (The Weighted-Average HTML 45K
Discount Rate Assumptions Used to Determine the
Projected Benefit Obligations) (Detail)
114: R93 Employee Benefit Plans (Benefit Payments, Expected HTML 55K
Future Service) (Detail)
115: R94 Fair Value Measurements (Fair Value of Assets HTML 109K
Measured on Recurring Basis) (Detail)
116: R95 Fair Value Measurements (Narrative) (Detail) HTML 45K
117: R96 Fair Value Measurements (Summary of Changes in HTML 75K
Fair Value of Level 3 Assets) (Detail)
118: R97 Fair Value Measurements (Carrying Amounts and HTML 73K
Estimated Fair Values of Financial Instruments Not
Measured at Fair Value) (Detail)
119: R98 Share-Based Compensation Plans (Narrative) HTML 84K
(Detail)
120: R99 Share-Based Compensation (Costs Associated with HTML 52K
Share-Based Compensation Plans) (Detail)
121: R100 Share-Based Compensation (Summary of RSU Activity) HTML 68K
(Detail) - RSUs
122: R101 Share-Based Compensation Plans (Summary of Stock HTML 74K
Option Activity) (Detail)
123: R102 Stockholders' Equity (Detail) HTML 53K
124: R103 Accumulated Other Comprehensive Income (Loss) HTML 90K
(Aoci) (Components of Accumulated Other
Comprehensive Income (Loss) (Detail)
125: R104 Accumulated Other Comprehensive Income (Loss) HTML 62K
(Accumulated Other Comprehensive Income (Loss)
Allocated to Company and Noncontrolling Interests)
(Detail)
126: R105 Accumulated Other Comprehensive Income (Loss) HTML 65K
(Other Comprehensive Income (Loss)
Reclassification Adjustments) (Detail)
127: R106 Accumulated Other Comprehensive Income (Loss) HTML 75K
(Reclassifications Out of AOCI) (Detail)
128: R107 Commitments and Contingencies (Future Minimum HTML 61K
Rental Payments) (Detail)
129: R108 Commitments and Contingencies (Narrative) (Detail) HTML 43K
130: R109 Litigation and Regulatory Contingencies HTML 47K
(Narrative) (Detail)
131: R110 Business Combinations (Narrative) (Detail) HTML 67K
132: R111 Segment Financial Information (Narrative) (Detail) HTML 51K
133: R112 Segment Financial Information (Schedule of HTML 123K
Selected Financial Information) (Detail)
134: R113 Segment Financial Information (Schedule of Total HTML 70K
Revenues From External Customers And Long-Lived
Assets) (Detail)
135: R114 Quarterly Financial Data (Detail) HTML 82K
136: R115 Schedule I - Summary Of Investments - Other Than HTML 85K
Investments In Related Parties (Detail)
137: R116 Schedule II - Condensed Balance Sheets Parent HTML 139K
Company (Detail)
138: R117 Schedule II - Condensed Balance Sheets Parent HTML 61K
Company (Parenthetical) (Detail)
139: R118 Schedule II - Condensed Statements Of Income HTML 85K
Parent Company (Detail)
140: R119 Schedule II - Condensed Statements Of HTML 86K
Comprehensive Income Parent Company (Detail)
141: R120 Schedule II - Condensed Statements Of Cash Flows HTML 84K
Parent Company (Detail)
142: R121 Schedule II - Notes to Condensed Financial HTML 45K
Statements Parent Company (Detail)
143: R122 Schedule III - Balance Sheet Captions (Detail) HTML 54K
144: R123 Schedule III - Income Statement Captions (Detail) HTML 76K
145: R124 Schedule IV - Reinsurance (Detail) HTML 64K
146: R125 Schedule V - Valuation And Qualifying Accounts HTML 66K
(Detail)
148: XML IDEA XML File -- Filing Summary XML 285K
147: EXCEL IDEA Workbook of Financial Reports XLSX 190K
16: EX-101.INS XBRL Instance -- faf-20181231 XML 8.16M
18: EX-101.CAL XBRL Calculations -- faf-20181231_cal XML 412K
19: EX-101.DEF XBRL Definitions -- faf-20181231_def XML 1.09M
20: EX-101.LAB XBRL Labels -- faf-20181231_lab XML 2.18M
21: EX-101.PRE XBRL Presentations -- faf-20181231_pre XML 1.86M
17: EX-101.SCH XBRL Schema -- faf-20181231 XSD 304K
149: ZIP XBRL Zipped Folder -- 0001564590-19-003456-xbrl Zip 396K
Exhibit 10.6.11
Notice of Performance Unit Grant
|
Participant: |
[●] |
|
Company: |
First American Financial Corporation (the “Company”) |
|
Notice: |
You have been granted a Performance Unit in accordance with the terms of the Plan and the Performance Unit Award Agreement attached hereto. |
|
Type of Award: |
Performance Units |
|
Plan: |
First American Financial Corporation 2010 Incentive Compensation Plan |
|
Grant: |
Date of Grant: [●], 2019 Number of Performance Units: [●] Each Performance Unit has the value of $1 |
|
Performance Period: |
Subject to the terms of the Plan and this Agreement, the Performance Period applicable to the Performance Units shall be the calendar year 2019. |
|
Performance Condition: |
Your right to the receipt of cash for your Performance Units is conditioned on the Company’s achievement of net income (as defined in accordance with generally acceptable accounting principles) for 2019 of $25 million or more, determined without regard to (a) asset write-downs, (b) litigation or claim judgments or settlements, (c) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results, (d) any reorganization and restructuring programs, (e) extraordinary, unusual and/or nonrecurring items of gain or loss, and (f) foreign exchange gains and losses. This condition is referred to as the “Performance Target.” Within a reasonable time after the determination of whether the Performance Target has been met, the Committee shall determine the final amount of Performance Units to which you shall be entitled, provided that the total amount thereof shall not exceed the amount set forth above. The Committee, in its sole and unfettered discretion, may decrease the number of Performance Units awarded to you at any time prior to the payment thereon. |
|
Rejection: |
If you wish to accept this Performance Unit Award, please return this Agreement, executed by you on the last page of this Agreement, at any time within forty-five (45) days after the Date of Grant, to First American Financial Corporation, 1 First American Way, Santa Ana, California 92707, Attn: Incentive Compensation Plan Administrator. Do not return a signed copy of this Agreement if you wish to reject this Performance Unit Award. If you do not return a signed copy of this Agreement within forty-five (45) days after the Date of Grant, you will have rejected this Performance Unit Award. |
Performance Unit Award Agreement
This Performance Unit Award Agreement (this “Agreement”), dated as of the date of the Notice of Performance 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 and made a 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 First American Financial Corporation 2010 Incentive Compensation Plan.
2.Grant of the Performance 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, the contingent right to receive in cash an amount equal in value to the performance units set forth in the Grant Notice, as such number of performance units may be reduced by the Committee in its sole and unfettered discretion (the “Performance Units”). Each Performance Unit has a value of $1.
3.Vesting and Payment of Performance Units.
After the Performance Period (as specified in the Notice of Grant) has ended and provided that the Committee has determined that the Performance Target (as defined in the Notice of Grant) has been achieved, the Participant shall be entitled to receive, and the Company shall pay to the Participant, the cash value of the Performance Units; provided, however, that prior to paying to the Participant such cash value, the Committee may, in its sole and unfettered discretion, decrease the amount of Performance Units awarded to the Participant. If the Performance Target is not met, the Participant shall forfeit the Performance Units and the Participant shall not be entitled to any cash payment in connection therewith.
4.No Right to Continued Employment.
None of the Performance Units nor any terms contained in this Agreement shall confer upon the Participant any express or implied right to be retained in the employ of the Company or any Subsidiary or Affiliate for any period, nor restrict in any way the right of the Company or any Subsidiary or any Affiliate, which right is hereby expressly reserved, to terminate the Participant’s employment at any time for any reason. For the avoidance of doubt, this Section 4 is not intended to amend or modify any other agreement, including any employment agreement, that may be in existence between the Participant and the Company or any Subsidiary or Affiliate.
5.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
- 2 -
provisions of the Plan and this Agreement, the provisions of the Plan shall control, and this Agreement shall be deemed to be modified accordingly. 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, California 92707, Attention: Incentive Compensation Plan Administrator, or such other address as the Company may from time to time specify.
6.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.
7.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.
8.Other Plans.
The Participant acknowledges that any income derived from the Performance Units shall not affect the Participant’s participation in, or benefits under, any other benefit plan or other contract or arrangement maintained by the Company or any Subsidiary or Affiliate. For purposes of the Company’s Executive Supplemental Benefit Plan and Management Supplemental Benefit Plan, as the same may be amended from time to time, cash ultimately paid for any Performance Units shall be deemed to be “Covered Compensation”.
9.Assignment.
Participant may not transfer or assign this Agreement or any part thereof. The Company reserves the right to transfer or assign this Agreement to any of its Affiliates.
[SIGNATURES FOLLOW]
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FIRST AMERICAN FINANCIAL CORPORATION
By:______________________________
Name:
Title:
Date:
Acknowledged and agreed as of the Date of Grant:
Signature:_________________________________
Printed Name:_________________________________
Date:_________________________________
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/20/19 | |||
| For Period end: | 12/31/18 | 5 | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/21/24 First American Financial Corp. 10-K 12/31/23 153:30M Donnelley … Solutions/FA 2/15/23 First American Financial Corp. 10-K 12/31/22 156:40M Donnelley … Solutions/FA 2/17/22 First American Financial Corp. 10-K 12/31/21 159:26M ActiveDisclosure/FA 2/17/21 First American Financial Corp. 10-K 12/31/20 158:28M ActiveDisclosure/FA |