11-K
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 11-K

 

 

 

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
  ACT OF 1934

For the fiscal year ended December 31, 2015

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
  EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 001-34580

 

 

 

A.

Full title of the Plan and the address of the Plan, if different from that of the issuer named below:

FIRST AMERICAN FINANCIAL CORPORATION

401(K) SAVINGS PLAN

 

 

 

B.

Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office:

FIRST AMERICAN FINANCIAL CORPORATION

1 First American Way

Santa Ana, California 92707

 

 

 


Table of Contents

First American Financial Corporation 401(k) Savings Plan

Index

December 31, 2015

 

       Page    

Report of Independent Registered Public Accounting Firm

     3   

Financial Statements

  

Statements of Net Assets Available for Benefits

     4   

Statements of Changes in Net Assets Available for Benefits

     5   

Notes to Financial Statements

     6   

Supplemental Schedule*

  

Schedule H, Line 4i: Schedule of Assets (Held at End of Year)

     12   

Signature

     13   

Exhibit 23.1

  

 

* All other schedules required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, as amended, have been omitted because they are not applicable.

 

2


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Participants and Administrator of

First American Financial Corporation 401(k) Savings Plan

We have audited the accompanying statements of net assets available for benefits of First American Financial Corporation 401(k) Savings Plan (the “Plan”) as of December 31, 2015 and 2014, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the plan’s control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2015 and 2014, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The supplemental information in the accompanying schedule H, line 4i - schedule of assets (held at end of year) as of December 31, 2015 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s 2015 financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but includes supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedule is fairly stated in all material respects in relation to the financial statements as a whole.

/s/ Squar Milner LLP (formerly Squar, Milner, Peterson, Miranda & Williamson, LLP)

Newport Beach, California

June 28, 2016

 

3


Table of Contents

First American Financial Corporation 401(k) Savings Plan

Statements of Net Assets Available for Benefits

 

     December 31,  
  

 

2015

    

 

2014

 

Assets

     

Investments, at fair value

   $ 1,057,197,123       $ 1,055,666,284   

Receivables:

     

Participant contributions

     —           2,004,590   

Employer contributions

     37,216,214         16,289,547   

Notes receivable from participants

     20,886,585         21,311,373   

Due for securities sold

     26,428         173,362   
  

 

 

    

 

 

 

Total receivables

     58,129,227         39,778,872   
  

 

 

    

 

 

 

Net assets available for benefits

   $     1,115,326,350       $     1,095,445,156   
  

 

 

    

 

 

 

The accompanying notes are an integral part of these financial statements.

 

4


Table of Contents

First American Financial Corporation 401(k) Savings Plan

Statements of Changes in Net Assets Available for Benefits

 

     Year Ended December 31,  
  

 

2015

   

 

2014

 

Additions

    

Investment income:

    

Net (depreciation) appreciation in fair value of investments

   $ (22,648,509   $ 38,080,288   

Interest and dividend income

     31,972,078        34,071,430   
  

 

 

   

 

 

 

Total investment income

     9,323,569        72,151,718   

Interest income on notes receivable from participants

     924,498        915,608   

Contributions:

    

Participants

     68,477,156        72,954,441   

Employer

     37,263,933        16,289,547   
  

 

 

   

 

 

 

Total contributions

     105,741,089        89,243,988   
  

 

 

   

 

 

 

Total additions

     115,989,156        162,311,314   
  

 

 

   

 

 

 

Deductions

    

Benefits paid to participants

     (94,852,825     (99,976,723

Corrective distributions

     (5,816     (2,106

Administrative expenses

     (1,249,321     (963,219
  

 

 

   

 

 

 

Total deductions

     (96,107,962     (100,942,048
  

 

 

   

 

 

 

Increase in net assets

     19,881,194        61,369,266   

Net assets available for benefits

    

Beginning of year

     1,095,445,156        1,034,075,890   
  

 

 

   

 

 

 

End of year

   $     1,115,326,350      $     1,095,445,156   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these financial statements.

 

5


Table of Contents

First American Financial Corporation 401(k) Savings Plan

Notes to Financial Statements

1. Description of the Plan

The following description of the First American Financial Corporation 401(k) Savings Plan (the “Plan”) provides only general information. Participants should refer to the Plan’s Summary Plan Description for a more complete description of the Plan’s provisions.

General

The Plan is a defined contribution profit sharing plan covering employees of the First American Financial Corporation (the “Company”) and of adopting subsidiaries. Employees are generally eligible to participate in the Plan on their first day of employment. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the Internal Revenue Code (“IRC”).

The Plan is administered by the Company’s Administrative Benefits Plan Committee (“Plan Committee”). The trustee and recordkeeper of the Plan is Fidelity Management Trust Company (“FMTC”). FMTC delegates certain designated recordkeeping services to Fidelity Investments Institutional Operations Company, Inc. The Plan Committee directs FMTC to utilize Fidelity Brokerage Services LLC to provide brokerage services to the Plan.

Contributions

Participants may contribute from 1% to 60% of their annual compensation to the Plan, or from 1% to 15% for participants classified as highly compensated, up to an annual limit set forth in the IRC. Participants may elect to make pretax deferrals, after-tax Roth deferrals, or a combination of the two.

Discretionary matching contributions may be made by the Company, which have historically been based on the pretax profitability of the Company for the most recent fiscal year. For the years ended December 31, 2015 and 2014, the Company’s Board of Directors approved discretionary matching contributions of $37,216,214 and $16,289,547, respectively, which were credited to participant accounts in the first quarters of 2016 and 2015, respectively. The matching contributions were allocated to participant accounts and invested based on participant elections under the Plan. For every $1.00 contributed by eligible participants to the Plan during 2015 and 2014, up to 3% of eligible pay, the Company made a matching contribution of $1.50 and $0.75, respectively. The Company may also make profit sharing contributions to the Plan, but did not do so for the years ended December 31, 2015 and 2014. References to Company contributions refer to both matching and profit sharing contributions, where applicable.

Participants are allowed to make rollover contributions into the Plan from other qualified plans or conduit individual retirement accounts.

Investment Options

Participants direct the investment of their contributions and any Company contributions into various investment options offered by the Plan, including a qualified default investment alternative selected by the Plan Committee. Investment options offered to participants include target date retirement commingled pools, a US Equity Index commingled pool, mutual funds and a Company common stock fund. Effective July 1, 2015, the Plan was amended to prohibit participants from making additional investments in the Company common stock fund. For further information, see Note 9 Plan Amendments.

Participant Accounts

Upon enrollment in the Plan, a participant may direct contributions in 1% increments to any of the available investment options up to certain limits as described by the Plan. Participants may generally change their investment options at any time.

 

6


Table of Contents

First American Financial Corporation 401(k) Savings Plan

Notes to Financial Statements – (Continued)

 

Employees who become eligible to participate in the Plan are automatically enrolled unless affirmatively electing not to participate within a specified time period as required by the Plan. For participants who are automatically enrolled in the Plan, pretax deferrals of 3% are withheld each payroll period and are contributed into a qualified default investment alternative until a valid election is made.

Each participant account is adjusted to reflect participant and Company contributions, withdrawals, loan activity, investment earnings or losses and fees. The benefit to which a participant is entitled is the vested balance in the participant’s account.

Vesting

Participants are immediately vested in their own contributions and earnings thereon.

For those participants hired prior to January 1, 2013, vesting in Company contributions has been immediate. Participants hired on, or after, January 1, 2013 are required to complete two years of service prior to vesting in any Company contributions, at which time they become 100% vested. The Plan allows for immediate vesting for participants in the event of death, disability, or retirement if on, or after, the normal retirement age as defined by the Plan.

Payment of Benefits

The Plan allows for lump sum participant withdrawals upon retirement, death, disability, termination or attainment of the eligible age as defined by the Plan. Subject to certain restrictions as described by the Plan, participants may also make withdrawals in the event of a financial hardship.

Notes Receivable from Participants

Participants may borrow a portion of their account balance pursuant to Plan guidelines. The amount borrowed may not exceed the lesser of (1) 50% of the value of the participant’s account balance; or (2) $50,000 less the highest outstanding note balance the participant may have had for all loans from the Plan during the one-year period preceding the day on which the new note would be made. Notes are subject to an initiation fee and other expenses as incurred.

Note terms are determined pursuant to Plan guidelines. Notes are collateralized by the balance in the participant’s account and bear a rate of interest that is reasonable at the time the note is made, as determined pursuant to Plan guidelines. Notes are fully amortized and require payments of principal and interest through payroll deductions or other methods as prescribed by Plan guidelines where payroll deductions are not sufficient or available. A participant may repay a note in full at any time without penalty; however partial prepayment is not permitted. As of December 31, 2015 and 2014, interest rates ranged from 4.25% to 9.25% per annum with maturity dates through January 2026.

Forfeited Accounts

Forfeited balances of terminated participants’ accounts may be used to reduce future employer contributions or to pay administrative expenses. At December 31, 2015 and 2014, forfeited accounts totaled $386,146 and $195,743, respectively. During 2015, $90,060 of forfeited accounts were used to reduce employer contributions or administrative expenses. During 2014, no forfeited accounts were used to reduce employer contributions or administrative expenses.

2. Summary of Significant Accounting Policies

Basis of Accounting

The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Investment Valuation and Income Recognition

Plan investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 3 Fair Value Measurements for further discussion of the fair value of Plan investments.

Investments in securities are accounted for on the date securities are purchased or sold (trade date). Dividend income is recorded in the participant accounts on the ex-dividend date. Interest income is recognized on an accrual basis as earned.

 

7


Table of Contents

First American Financial Corporation 401(k) Savings Plan

Notes to Financial Statements – (Continued)

 

The Plan presents in the statements of changes in net assets available for benefits the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains (losses) and the unrealized appreciation (depreciation) on those investments. Investment related expenses are also included in net appreciation (depreciation) of fair value of investments.

Notes Receivable from Participants

Notes receivable from participants are measured at unpaid principal balance plus any accrued but unpaid interest. Interest income is recognized on an accrual basis as earned.

Payment of Benefits

Benefit payments are recorded when paid.

Administrative Expenses

Certain annual and transaction specific fees are paid out of Plan assets and are reflected on the statements of changes in net assets available for benefits. Other administrative expenses are paid by the Company.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Plan’s management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates and assumptions.

Risks and Uncertainties

The Plan’s investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in circumstances in the near term could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits and the statements of changes in net assets available for benefits.

Pending Accounting Pronouncements

In July 2015, the Financial Accounting Standards Board (“FASB”) issued a three-part update as part of a simplification initiative intended to simplify employee benefit plan accounting. Part I requires that fully benefit-responsive investment contracts be measured, presented and disclosed at contract value and eliminates certain fair value presentation and disclosure requirements. Part II simplifies plan investment disclosures by removing the requirement to disclose (1) individual investments that represent five percent or more of net assets available for benefits and (2) the net appreciation or depreciation in fair value of investments by general type. Part III provides a practical expedient that permits plans to measure investments and investment-related accounts as of a month-end date that is closest to the plan’s fiscal year-end when the fiscal period does not coincide with month-end. The updated guidance is effective for annual reporting periods beginning after December 15, 2015, with early adoption permitted. Except for the disclosure requirements included in Part II, the Company does not expect the adoption of the updated guidance to impact the Plan’s financial statements.

In May 2015, the FASB issued updated guidance intended to eliminate the diversity in practice surrounding how investments measured at net asset value under the practical expedient with future redemption dates have been categorized in the fair value hierarchy. Under the updated guidance, investments for which fair value is measured at net asset value per share using the practical expedient should no longer be categorized in the fair value hierarchy. The updated guidance requires retrospective adoption for all periods presented and is effective for annual reporting periods beginning after December 15, 2015, with early adoption permitted. Except for the disclosure requirements, the Company does not expect the adoption of the updated guidance to impact the Plan’s financial statements.

3. Fair Value Measurements

The fair values of Plan assets are classified using a three-level hierarchy for fair value measurements that distinguishes between market participant assumptions developed based on market data obtained from sources independent of the Plan (observable inputs) and management’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The hierarchy level assigned to each security in the Plan’s

 

8


Table of Contents

First American Financial Corporation 401(k) Savings Plan

Notes to Financial Statements – (Continued)

 

investment portfolio is based on management’s assessment of the transparency and reliability of the inputs used in the valuation of such instrument at the measurement date. If the inputs used to measure fair value fall in different levels of the fair value hierarchy, an investment’s hierarchy level is based upon the lowest level of input that is significant to the fair value measurement. The three hierarchy levels are defined as follows:

Level 1: Valuations based on unadjusted quoted market prices in active markets for identical securities.

Level 2: Valuations based on observable inputs (other than Level 1 prices), such as quoted prices for similar assets at the measurement date; quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly.

Level 3: Valuations based on inputs that are unobservable and significant to the overall fair value measurement, and involve management judgment.

Investments in common stocks and mutual funds are generally classified within Level 1 of the fair value hierarchy. Common stocks are valued at the quoted market price based on the closing price reported on the active market on which the individual securities are traded. Mutual funds are valued at the net asset value (“NAV”) based on closing prices as reported by the fund and are deemed to be actively traded.

Commingled pool investments classified within Level 2 of the fair value hierarchy are redeemable, have trades that settle daily and have no future commitments or other trading restrictions. Commingled pool investments are valued at the NAV of units of the commingled pools, which are based on the fair values of the underlying investments held by the funds less liabilities. Were the Plan to initiate a full redemption of the commingled pool, there could be a temporary delay in withdrawal from the commingled pool in order to ensure that securities liquidations are carried out in an orderly manner.

The following table presents the Plan’s investments measured at fair value on a recurring basis as of December 31, 2015 and 2014, classified using the fair value hierarchy:

 

     Level 1      Level 2      Level 3      Total  

December 31, 2015

           

Mutual funds

           

Money Market

   $ 81,728,740       $ —         $             —         $ 81,728,740   

Bonds

     114,304,535         —           —           114,304,535   

Balanced

     59,828,376         —           —           59,828,376   

Large Cap

     163,229,020         —           —           163,229,020   

Mid Cap

     51,441,120         —           —           51,441,120   

Small Cap

     108,333,652         —           —           108,333,652   

International Equity

     105,740,124         —           —           105,740,124   

Commingled pools

           

Target date

     —           162,325,789         —           162,325,789   

US equity index

     —           97,578,165         —           97,578,165   

Common stock funds

           

First American Financial Corporation

     112,345,923         —           —           112,345,923   

Wells Fargo & Company

     341,679         —           —           341,679   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total investments at fair value

   $   797,293,169       $   259,903,954       $ —         $   1,057,197,123   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

9


Table of Contents

First American Financial Corporation 401(k) Savings Plan

Notes to Financial Statements – (Continued)

 

     Level 1      Level 2      Level 3      Total  

December 31, 2014

           

Mutual funds

           

Money Market

   $ 81,637,568       $ —         $             —         $ 81,637,568   

Bonds

     111,173,462         —           —           111,173,462   

Balanced

     63,390,222         —           —           63,390,222   

Large Cap

     166,612,158         —           —           166,612,158   

Mid Cap

     56,245,816         —           —           56,245,816   

Small Cap

     114,192,311         —           —           114,192,311   

International Equity

     107,257,887         —           —           107,257,887   

Commingled pools

           

Target date

     —           140,766,537         —           140,766,537   

US equity index

     —           94,350,391         —           94,350,391   

Common stock funds

           

First American Financial Corporation

     119,610,501         —           —           119,610,501   

Wells Fargo & Company

     429,431         —           —           429,431   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total investments at fair value

   $   820,549,356       $   235,116,928       $ —         $   1,055,666,284   
  

 

 

    

 

 

    

 

 

    

 

 

 

4. Investments

The following presents investments that represent 5% or more of the Plan’s net assets available for benefits at December 31, 2015 and 2014:

 

     2015      2014  

Mutual funds

     

American Funds Growth Fund of America Class R5

   $ 71,021,906       $ 68,593,959   

* Fidelity Balanced K Fund

   $ 59,828,376       $ 63,390,222   

* Fidelity Institutional Money Market Portfolio

   $ 81,728,740       $ 81,637,568   

* Fidelity Low-Priced Stock K Fund

   $ **       $ 56,245,816   

Harbor International Instl CL

   $ **       $ 61,210,606   

* Spartan US Bond Index Fund

   $ 100,114,697       $ 97,148,880   

Vanguard Dividend Growth Fund

   $ 78,458,854       $ 82,592,670   

Vanguard Small Cap Index – Class I

   $ 75,760,246       $ 76,232,894   

Commingled pool

     

* Fidelity US Equity Index Pool

   $ 97,578,165       $ 94,350,391   

Common stock fund

     

* First American Financial Corporation

   $     112,345,923       $     119,610,501   

 

 

*

Denotes party-in-interest.

**

Investment balance below 5% threshold at December 31, 2015.

Approximately 10.6% and 11.3% of the Plan’s investments were comprised of a common stock fund of the Company at December 31, 2015 and 2014, respectively.

 

10


Table of Contents

First American Financial Corporation 401(k) Savings Plan

Notes to Financial Statements – (Continued)

 

The Plan’s investments (depreciated) appreciated in value during the years ended December 31, 2015 and 2014, including gains and losses on investments bought and sold, as follows:

 

     2015      2014  

Mutual funds

   $ (30,222,359    $ 822,235   

Commingled pools

     (157,370      17,273,768   

First American Financial Corporation common stock fund

     7,735,938         19,908,242   

Wells Fargo & Company common stock fund

     (4,718      76,043   
  

 

 

    

 

 

 
   $     (22,648,509    $     38,080,288   
  

 

 

    

 

 

 

5. Party-In-Interest Transactions

Parties-in-interest (as defined by ERISA) may perform services or have fiduciary responsibilities to the Plan. The party-in-interest transactions discussed below qualify for an exemption from the party-in-interest transaction prohibitions of ERISA.

The Company incurred certain administrative expenses of the Plan for the years ended December 31, 2015 and 2014 totaling $637,434 and $563,684, respectively.

Certain Plan investments include shares of mutual funds and a commingled pool managed by Fidelity Management & Research Company (“FMR”). FMR is a related entity to FMTC, the trustee of the Plan.

At December 31, 2015 and 2014, the Plan held 3,129,375 and 3,528,303 shares in the Company common stock fund with fair values of $112,345,923 and $119,610,501, respectively. During 2015 and 2014, the Plan made purchases of shares in the Company common stock fund totaling $1,996,358 and $5,393,670, respectively, and sales of shares in the Company common stock fund totaling $20,326,319 and $18,831,580, respectively.

6. Corrective Distributions

The Plan is subject to certain compliance requirements of non-discrimination rules under ERISA and Internal Revenue Service (“IRS”) guidelines. For the Plan years ended December 31, 2015 and 2014, one adopting subsidiary under the Plan did not satisfy the non-discrimination tests and the Plan took corrective action by returning an immaterial amount of excess contributions and related investment income and losses.

7. Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. Upon termination of the Plan, participant accounts shall remain vested in accordance with Plan provisions.

8. Federal Income Tax Status

The Plan is required to operate in conformity with the IRC to maintain its qualification. The IRS has determined and informed the Company by letter dated October 28, 2013, that the Plan is designed in accordance with applicable sections of the IRC and is, therefore, exempt from federal income taxes.

The Company evaluates any uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The Company has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2015 and 2014, there were no uncertain positions taken or expected to be taken. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Company believes it is no longer subject to income tax examinations for years prior to 2006.

9. Plan Amendments

On July 1, 2015, the Plan was amended to prohibit participants from making additional investments in the Company common stock fund. The Plan amendment did not require participants to liquidate any existing balances.

 

11


Table of Contents

First American Financial Corporation 401(k) Savings Plan

EIN: 26-1911571 PN: 003

Schedule H, Line 4i: Schedule of Assets (Held at End of Year)

December 31, 2015

 

    (a)   (b)   

(c)

  

(d)

   (e)  
   

Identity of Issue, Borrower,

Lessor or Similar Party

  

 

Description of Investment,

Including Maturity Date,

Rate of Interest, Collateral,

Par or Maturity Value

  

Cost**

   Current Value  
  American Funds Growth Fund of America Class R5    Registered Investment Company       $ 71,021,906   

*

  Fidelity Balanced K Fund    Registered Investment Company         59,828,376   

*

  Fidelity Institutional Money Market Portfolio    Registered Investment Company         81,728,740   

*

  Fidelity Low-Priced Stock K Fund    Registered Investment Company         51,441,120   
  Harbor International Instl CL    Registered Investment Company         55,566,147   
  John Hancock Discipline Value    Registered Investment Company         13,748,260   
  Pimco Low Duration Inst CL Fund    Registered Investment Company         14,189,838   

*

  Spartan International Index Fund    Registered Investment Company         50,173,977   

*

  Spartan US Bond Index Fund    Registered Investment Company         100,114,697   
  Vanguard Dividend Growth Fund    Registered Investment Company         78,458,854   
  Vanguard Explorer Fund Admiral Class    Registered Investment Company         32,573,406   
  Vanguard Small Cap Index – Class I    Registered Investment Company         75,760,246   

*

  Fidelity US Equity Index Pool    Commingled Pool         97,578,165   
  Vanguard Target Ret    Commingled Pool         4,321,116   
  Vanguard Target 2010    Commingled Pool         2,826,970   
  Vanguard Target 2015    Commingled Pool         11,409,640   
  Vanguard Target 2020    Commingled Pool         22,630,014   
  Vanguard Target 2025    Commingled Pool         31,302,955   
  Vanguard Target 2030    Commingled Pool         26,998,552   
  Vanguard Target 2035    Commingled Pool         21,867,710   
  Vanguard Target 2040    Commingled Pool         18,736,465   
  Vanguard Target 2045    Commingled Pool         12,279,269   
  Vanguard Target 2050    Commingled Pool         7,253,236   
  Vanguard Target 2055    Commingled Pool         2,439,835   
  Vanguard Target 2060    Commingled Pool         260,027   

*

  First American Financial Corporation    3,129,375 shares of Common Stock Fund         112,345,923   
  Wells Fargo & Company    6,266 shares of Common Stock Fund         341,679   
          

 

 

 
             1,057,197,123   

*

  Notes receivable from participants    Maturities through January 2026 with interest rates from 4.25% to 9.25%         20,886,585   
          

 

 

 
           $   1,078,083,708   
          

 

 

 

 

 

*

Denotes party-in-interest.

**

Cost information is not required for participant directed investments and therefore is not included.

 

12


Table of Contents

SIGNATURE

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

First American Financial Corporation 401(k) Savings Plan

 

Date: June 28, 2016  

By:

 

/s/ Mark E. Rutherford

    Mark E. Rutherford,
   

Chairman of the First American Financial Corporation

Administrative Benefits Plan Committee

 

13