10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-34580

 

(Exact name of registrant as specified in its charter)

Delaware	26-1911571
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1 First American Way, Santa Ana, California 92707-5913

(Address of principal executive offices) (Zip Code)

(714) 250-3000

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.00001 par value	FAF	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2022 was $5,358,609,470.

On February 8, 2023, there were 103,133,334 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement with respect to the 2023 annual meeting of the stockholders are incorporated by reference in Part III of this report. The definitive proxy statement or an amendment to this Form 10-K will be filed no later than 120 days after the close of registrant’s fiscal year.

FIRST AMERICAN FINANCIAL CORPORATION

AND SUBSIDIARY COMPANIES

INFORMATION INCLUDED IN REPORT

PART I
Item 1.	Business	6
Item 1A.	Risk Factors	13
Item 1B.	Unresolved Staff Comments	22
Item 2.	Properties	22
Item 3.	Legal Proceedings	22
Item 4.	Mine Safety Disclosures	22
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	23
Item 6.	Selected Financial Data	25
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 8.	Financial Statements and Supplementary Data	43
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	104
Item 9A.	Controls and Procedures	104
Item 9B.	Other Information	105
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	105
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	106
Item 11.	Executive Compensation	106
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	106
Item 13.	Certain Relationships and Related Transactions, and Director Independence	106
Item 14.	Principal Accountant Fees and Services	106
PART IV
Item 15.	Exhibits and Financial Statement Schedules	107
Item 16.	Form 10-K Summary	110

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THIS ANNUAL REPORT ON FORM 10-K CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THESE FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE FACT THAT THEY DO NOT RELATE STRICTLY TO HISTORICAL OR CURRENT FACTS AND MAY CONTAIN THE WORDS “BELIEVE,” “ANTICIPATE,” “EXPECT,” “INTEND,” “PLAN,” “PREDICT,” “ESTIMATE,” “PROJECT,” “WILL BE,” “WILL CONTINUE,” “WILL LIKELY RESULT,” OR OTHER SIMILAR WORDS AND PHRASES OR FUTURE OR CONDITIONAL VERBS SUCH AS “WILL,” “MAY,” “MIGHT,” “SHOULD,” “WOULD,” OR “COULD.” THESE FORWARD-LOOKING STATEMENTS INCLUDE, WITHOUT LIMITATION, STATEMENTS REGARDING FUTURE OPERATIONS, PERFORMANCE, FINANCIAL CONDITION, PROSPECTS, PLANS AND STRATEGIES. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON CURRENT EXPECTATIONS AND ASSUMPTIONS THAT MAY PROVE TO BE INCORRECT.

RISKS AND UNCERTAINTIES EXIST THAT MAY CAUSE RESULTS TO DIFFER MATERIALLY FROM THOSE SET FORTH IN THESE FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE THE ANTICIPATED RESULTS TO DIFFER FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS INCLUDE, WITHOUT LIMITATION:

•INTEREST RATE FLUCTUATIONS;

•CHANGES IN CONDITIONS OF THE REAL ESTATE MARKETS;

•VOLATILITY IN THE CAPITAL MARKETS;

•UNFAVORABLE ECONOMIC CONDITIONS;

•IMPAIRMENTS IN THE COMPANY’S GOODWILL OR OTHER INTANGIBLE ASSETS;

•FAILURES AT FINANCIAL INSTITUTIONS WHERE THE COMPANY DEPOSITS FUNDS;

•REGULATORY OVERSIGHT AND CHANGES IN APPLICABLE LAWS AND GOVERNMENT REGULATIONS, INCLUDING PRIVACY AND DATA PROTECTION LAWS;

•HEIGHTENED SCRUTINY BY LEGISLATORS AND REGULATORS OF THE COMPANY’S TITLE INSURANCE AND SERVICES SEGMENT AND CERTAIN OTHER OF THE COMPANY’S BUSINESSES;

•REGULATION OF TITLE INSURANCE RATES;

•LIMITATIONS ON ACCESS TO PUBLIC RECORDS AND OTHER DATA;

•CLIMATE CHANGE, HEALTH CRISES, SEVERE WEATHER CONDITIONS AND OTHER CATASTROPHE EVENTS;

•CHANGES IN RELATIONSHIPS WITH LARGE MORTGAGE LENDERS AND GOVERNMENT-SPONSORED ENTERPRISES;

•CHANGES IN MEASURES OF THE STRENGTH OF THE COMPANY’S TITLE INSURANCE UNDERWRITERS, INCLUDING RATINGS AND STATUTORY CAPITAL AND SURPLUS;

•LOSSES IN THE COMPANY’S INVESTMENT PORTFOLIO OR VENTURE INVESTMENT PORTFOLIO;

•MATERIAL VARIANCE BETWEEN ACTUAL AND EXPECTED CLAIMS EXPERIENCE;

•DEFALCATIONS, INCREASED CLAIMS OR OTHER COSTS AND EXPENSES ATTRIBUTABLE TO THE COMPANY’S USE OF TITLE AGENTS;

•ANY INADEQUACY IN THE COMPANY’S RISK MANAGEMENT FRAMEWORK OR USE OF MODELS;

•SYSTEMS DAMAGE, FAILURES, INTERRUPTIONS, CYBERATTACKS AND INTRUSIONS, OR UNAUTHORIZED DATA DISCLOSURES;

•INNOVATION EFFORTS OF THE COMPANY AND OTHER INDUSTRY PARTICIPANTS AND ANY RELATED MARKET DISRUPTION;

•ERRORS AND FRAUD INVOLVING THE TRANSFER OF FUNDS;

•FAILURES TO RECRUIT AND RETAIN QUALIFIED PERSONNEL;

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•THE COMPANY’S USE OF A GLOBAL WORKFORCE;

•INABILITY OF THE COMPANY’S SUBSIDIARIES TO PAY DIVIDENDS OR REPAY FUNDS;

•INABILITY TO REALIZE ANTICIPATED SYNERGIES OR PRODUCE RETURNS THAT JUSTIFY INVESTMENT IN ACQUIRED BUSINESSES;

•Changes in the composition of deposits at the Company’s federal savings bank subsidiary; and

•OTHER FACTORS DESCRIBED IN THIS ANNUAL REPORT ON FORM 10-K, INCLUDING UNDER THE CAPTION “RISK FACTORS” IN ITEM 1A OF PART I.

THE FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE TO UPDATE FORWARD-LOOKING STATEMENTS TO REFLECT CIRCUMSTANCES OR EVENTS THAT OCCUR AFTER THE DATE THE FORWARD-LOOKING STATEMENTS ARE MADE.

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PART I

Item 1. Business

The Company

First American Financial Corporation traces its heritage back to 1889. On June 1, 2010, its common stock was listed on the New York Stock Exchange under the ticker symbol “FAF.” First American’s executive offices are located at 1 First American Way, Santa Ana, California 92707-5913 and its telephone number is (714) 250-3000.

Unless otherwise indicated or otherwise required by the context, the terms “we,” “our,” “it,” “its,” “Company” and “First American” refer to First American Financial Corporation and its subsidiaries.

General

The Company, through its subsidiaries, is engaged in the business of providing title insurance, settlement services and other financial services and risk solutions through its title insurance and services segment and its specialty insurance segment. The title insurance and services segment provides title insurance, closing and/or escrow services and similar or related services domestically and internationally in connection with residential and commercial real estate transactions. The segment also provides products, services and solutions that are designed to mitigate risk in, or otherwise facilitate, real estate transactions. Many of these products, services and solutions involve the use of real property-related data, including data derived from the Company’s proprietary databases. In addition, the segment provides banking, trust, warehouse lending, mortgage subservicing and wealth management services. The specialty insurance segment sells home warranty products and contains the remaining operations of our property and casualty insurance business, which is in the final stages of its wind-down. In addition, our corporate segment consists of certain financing facilities, our venture investment portfolio and the corporate services that support our business operations. The substantial majority of our business is dependent upon activity in the real estate and mortgage markets.

Our strategy is to profitably grow our core title insurance and settlement services business, expand our data advantage to strengthen our core business and pursue growth opportunities, and manage and actively invest in complementary businesses where the Company has a strategic advantage. We are focused on continued improvement of our customers’ experiences with our products, services and solutions, including through digital transformations, and on enhancing our services offered to our customers. In an effort to speed the delivery of our products, increase efficiency, improve quality, improve the customer experience and decrease risk, we are utilizing innovative technologies, processes and techniques in the production and delivery of our products and services. These efforts include streamlining the title and closing processes by converting certain manual processes into automated ones. Part of our growth strategy involves acquiring companies that expand our market share, enhance our data capabilities, provide us with technological capabilities or complement our businesses. Our growth strategy also involves making venture investments in companies within the real-estate industry and related industries, many of which offer technology-enabled products and services. In addition to potential financial benefits, these venture investments are typically made to give us insight into potentially high-growth, innovative companies and to facilitate strategic partnerships. We remain committed to efficiently managing our business to market conditions throughout business cycles and to deploying our capital to maximize stockholder returns.

Title Insurance and Services Segment

Our title insurance and services segment issues title insurance policies on residential and commercial property in the United States and offers similar or related products and services internationally. This segment also provides closing and/or escrow services; accommodates tax-deferred exchanges of real estate; provides products, services and solutions designed to mitigate risk or otherwise facilitate real estate transactions; maintains, manages and provides access to title plant data and records; provides appraisals and other valuation-related products and services; provides lien release, document custodial and default-related products and services; provides warehouse lending services; subservices mortgage loans; and provides banking, trust and wealth management services. In 2022, 2021 and 2020, the Company derived 99.2%, 90.2% and 92.2%, of its consolidated revenues, respectively, from this segment.

Overview of Title Insurance Industry

In most instances in the United States, and in certain instances internationally, mortgage lenders and purchasers of real estate desire to be protected from loss or damage in the event of defects in the title of the subject property. Title insurance is a means of providing such protection.

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Title Policies. Title insurance policies insure the interests of owners or lenders against defects in the title to real property, and the policies typically include the duty to defend against claimed title defects. These defects include adverse ownership claims, liens, encumbrances or other matters affecting title. Title insurance policies generally are issued on the basis of a preliminary title report or commitment, which is typically prepared after a search of one or more of public records, maps, documents and prior title policies to ascertain the existence of easements, restrictions, rights of way, conditions, encumbrances or other matters affecting the title to, or use of, real property. In certain limited instances, a visual inspection of the property is also made. To facilitate the preparation of preliminary title reports and commitments, copies and/or abstracts of public records, maps, documents and prior title policies may be compiled and indexed to specific properties in an area. This compilation is known as a “title plant.”

The beneficiaries of title insurance policies generally are real estate owners and mortgage lenders. A title insurance policy indemnifies the named insured and certain successors in interest against certain title defects, liens and encumbrances existing as of the date of the policy and not specifically excepted from its provisions. The policy typically provides coverage for the real property mortgage lender in the amount of its outstanding mortgage loan balance and for the owner in the amount of the purchase price of the property. In some cases, the policy might provide insurance in a greater amount, or for automatic increases in coverage over time. The potential for claims under a title insurance policy issued to a mortgage lender generally ceases upon repayment of the mortgage loan. The potential for claims under a title insurance policy issued to an owner generally ceases upon the sale or transfer of the insured property.

Before issuing title policies, title insurers typically seek to limit their risk of loss by accurately performing title searches and examinations and, in many instances, curing identified title defects. Increasingly, title insurance policies are being underwritten utilizing automated decisioning tools based, in whole or in part, on alternative information sources. These searches, examinations and curative efforts distinguish title insurers from other insurers, such as property and casualty insurers. Whereas title insurers generally insure against losses arising out of circumstances existing as of the date of the policy, property and casualty insurers generally insure against losses arising out of events that occur subsequent to policy issuance. As a result of these differences, title insurers typically experience relatively low claims, as a percentage of premiums, when compared to property and casualty insurers, but have relatively high expenses. The primary expenses incurred by a title insurer pertain to sales, underwriting (including the costs associated with searching and examining title and with the curative process), information technology and administrative costs. Where the policy is issued by an agent, the premium retained by the agent is the primary expense for the insurer.

The Closing Process. In the United States, title insurance is essential to the real estate closing process in most transactions involving real property mortgage lenders. In a typical residential real estate sale transaction where title insurance is issued, a third party, such as a real estate broker or agent, lawyer or closer, orders the title insurance on behalf of an insured or in certain instances, such as with respect to a lender, the insured orders on its own behalf. Once the order has been placed and a title insurance company or an agent has determined the current status of the title to the property to its satisfaction, the title insurer or agent prepares, issues and circulates a commitment or preliminary report. The commitment or preliminary report identifies the conditions, exceptions and/or limitations that the title insurer intends to attach to the policy and identifies items appearing on the title that, in certain circumstances, must be eliminated prior to closing.

In the United States, the closing or settlement function, sometimes called an escrow in the western states, is, depending on the local custom in the region, performed by a lawyer, an escrow company or a title insurance company or agent, generally referred to as a “closer.” Once documentation has been prepared and signed, and any required mortgage lender payoff demands are obtained, the transaction closes. The closer typically records the appropriate title documents and arranges the transfer of funds to pay off prior loans and extinguish the liens securing such loans. Title policies are then issued, typically insuring the priority of the mortgage of the real property mortgage lender in the amount of its mortgage loan and the owner in the amount of the purchase price. Before a closing takes place, however, the title insurer or agent typically provides an update to the commitment to discover any adverse matters affecting title and, if any are found, works to eliminate them so that the title insurer or agent issues the title policy subject only to those exceptions to coverage which are acceptable to the title insurer, the owner and the owner’s lender.

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Issuing the Policy: Direct vs. Agency. A title insurance policy can be issued directly by a title insurer or indirectly on behalf of a title insurer through agents, which usually operate independently of the title insurer and typically issue policies for more than one insurer. Where the policy is issued by a title insurer, the search is performed by or on behalf of the title insurer, and the premium is collected and retained by the title insurer. Where the policy is issued by an agent, the search is typically performed by or on behalf of the agent, and the agent collects, and retains a portion of, the premium. The agent remits the remainder of the premium to the title insurer as compensation for the insurer bearing the risk of loss in the event a claim is made under the policy and for other services the insurer may provide. The percentage of the premium retained by an agent varies by geography and from agent to agent. Generally, a title insurer is obligated to pay title claims in accordance with the terms of its policies, regardless of whether it issues its policy directly or indirectly through an agent. In addition, when a title insurer has issued a commitment to insure a particular transaction, it may be requested to issue a closing protection letter that protects a lender or borrower, or in some states also a seller, from a loss of funds, under certain conditions, caused by the actions of the title insurer or its agent. When a loss to the title insurer occurs under a policy issued through an agent or a closing protection letter, under certain circumstances the title insurer may seek recovery of all or a portion of the loss from the agent or the agent’s errors and omissions insurance carrier.

Premiums. The premium for title insurance is typically due and earned in full when the real estate transaction is closed. Premiums generally are calculated with reference to the policy amount. The premium charged by a title insurer or an agent is subject to regulation in most areas. Such regulations vary from jurisdiction to jurisdiction.

Our Title Insurance Operations

Overview. We conduct our title insurance and closing business through a network of direct operations and agents. Through this network, we issue policies in the 49 states that permit the issuance of title insurance policies, the District of Columbia and certain United States territories. We also offer title insurance, closing services and similar or related products and services, either directly or through third parties in other countries, including Canada, the United Kingdom, Australia, New Zealand, South Korea and various other established and emerging markets as described in the “International Operations” section below.

The substantial majority of our title insurance and closing business is dependent upon activity in the real estate and mortgage markets, which are cyclical and seasonal. Residential purchase activity is typically slower in the winter months with increased volumes in the spring and summer months and is sensitive to interest rates. Residential refinance activity is not seasonal, but is generally correlated with changes in interest rates. Commercial real estate volumes are less sensitive to changes in interest rates, but fluctuate based on local supply and demand conditions and financing availability and we typically see elevated activity towards the end of the year. However, changes in general economic conditions in the United States and abroad can cause fluctuations in these traditional patterns of real estate activity, and changes in the general economic conditions in a particular geography can cause fluctuations in these traditional patterns of real estate activity in that geography.

Distribution, Sales and Marketing. We distribute our title insurance policies and related products and services through our direct and agent channels. In our direct channel, the distribution of our policies and related products and services occurs through sales representatives located throughout the United States. Title insurance policies issued, and other products and services delivered through, this channel are primarily delivered in connection with sales and refinances of residential and commercial real property.

Within the direct channel, our sales and marketing efforts are focused on the primary sources of business referrals. For residential business, we generally market to real estate agents and brokers, mortgage brokers, real estate attorneys, mortgage originators, homebuilders and escrow service providers. We also market directly to firms that purchase and sell residential real estate on a large-scale basis. For refinance and default-related business for customers with centrally managed platforms, we market to mortgage originators, servicers and government-sponsored enterprises. For the commercial business, we market primarily to principals, developers, and investors; real estate investment trusts; law firms; commercial lenders; life insurance companies; commercial brokers and mortgage brokers. Our marketing efforts emphasize our product offerings, the quality and timeliness of our services, our financial strength, process and product innovation and our national presence. We also provide educational information on our website and through other means to help consumers and others better understand our services, the homebuying/settlement process in general, and real estate market economic trends.

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In our agency channel, we issue policies in accordance with agreements with authorized agents. These agreements typically state the conditions under which the agent is authorized to issue our title insurance policies. The agency agreement also typically prescribes the circumstances under which the agent may be liable to us if a policy loss occurs, as well as the services we provide to the agent and the price for those services. Those services vary by geography and from agent to agent. We are continuing to seek to provide additional services to our agents, including banking services and closing-related services, in an effort to reduce risk and enhance relationships with our agents. As is standard in our industry, our agents typically operate with a substantial degree of independence from us and typically act as agents for other title insurers.

Within the agency channel, our sales and marketing efforts are directed at the agents themselves and emphasize the quality and timeliness of our underwriting support, our financial strength and our agency-based product and service offerings, including product innovations. Premium splits also are of importance in attracting and retaining agents.

International Operations. We provide products and services in a number of countries outside of the United States, and our international operations accounted for approximately 5.5% of our title insurance and services segment revenues in 2022. Today we have direct operations and a physical presence in several countries, including Canada, the United Kingdom, South Korea, Australia and New Zealand. While reliable data are not available, we believe that we have the largest market share for title insurance outside of the United States. Our range of international products and services is designed to lower our clients’ risk profiles and reduce their operating costs through enhanced operational efficiencies. In certain established markets, primarily British Commonwealth countries, we have combined title insurance with customized processing offerings to enhance the speed and efficiency of the mortgage and conveyancing processes. In these markets we also offer products designed to mitigate risk and otherwise facilitate real estate transactions.

Our international operations present risks that may not exist to the same extent in our domestic operations, including those associated with differences in the nature of the products provided, the scope of coverage provided by those products and the manner in which risk is underwritten. In jurisdictions where we have limited claims experience, it is more difficult to set prices and reserve rates.

Data and Title Plants. Our title insurance business is heavily dependent on data. Underwriting decisions require comprehensive and accurate data. In an attempt to enhance efficiency and reduce risk, certain underwriting functions are increasingly being automated. As discussed further in the Innovation and Intellectual Property section below, our ability to automate underwriting decisions has accelerated as we have improved the breadth and quality of our data assets and our analytic tools.

Our title plants constitute one of our principal assets. A title search is typically conducted by searching the abstracted information from public records or utilizing a title plant holding information abstracted from public records. While public title records generally are indexed by reference to the names of the parties to a given recorded document, our title plants primarily arrange their records on a geographic basis. Because of this difference, title plant data and records generally may be searched more efficiently. Many of our title plants also index prior title insurance policies, adding to searching efficiency. These title plants support not only our title insurance operations, but we also license this data to third parties, including competing title companies and agents.

Reserves for Claims and Losses. We provide for losses associated with title insurance policies, closing protection letters and other risk-based products based upon our historical experience and other factors by a charge to expense when the related premium revenue is recognized. The resulting reserve for incurred but not reported claims, together with the reserve for known claims, reflects management’s best estimate of the total costs required to settle all claims reported to us and claims incurred but not reported, and are considered to be adequate for such purpose. Each period the reasonableness of the estimated reserves is assessed; if the estimate requires adjustment, such an adjustment is recorded.

Reinsurance and Coinsurance. In certain circumstances we assume and cede title insurance risks through reinsurance. In reinsurance arrangements, the primary insurer retains a certain amount of risk under a policy and cedes the remainder of the risk under the policy to the reinsurer. The primary insurer pays the reinsurer a premium in exchange for accepting this risk of loss. The primary insurer generally remains liable to its insured for the total risk, but is reinsured for a portion of the total risk under the terms of the reinsurance agreement. In addition to reinsurance arrangements involving other industry participants, we maintain a global treaty reinsurance program provided by a syndicate of highly rated reinsurers. Subject to the treaty limits and certain other limitations, the program generally covers claims that arose while the program is in effect.

We also serve as a coinsurer in connection with certain commercial transactions. In a coinsurance scenario, two or more insurers are selected by the insured and each coinsurer is liable for its specified percentage share of the total liability.

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Competition. The business of providing title insurance and related products and services is highly competitive. The number of competing companies and the size of such companies vary in the different areas in which we conduct business. Generally, in areas of major real estate activity, such as metropolitan and suburban localities, we compete with many other title insurers and agents. Our major nationwide competitors in our principal markets include Fidelity National Financial, Inc., Old Republic International Corporation, Stewart Title Guaranty Company, and their affiliates. In addition to these national competitors, other nationwide, regional and local competitors aggressively compete. Numerous agency operations throughout the country also provide aggressive competition. We are currently the second largest provider of title insurance in the United States, based on the most recent American Land Title Association market share data.

We believe that competition for title insurance, closing services and related products and services is based primarily on service, quality, price, relationships and the ease of access and use of our products. Customer service is an important competitive factor because parties to real estate transactions are usually concerned with time schedules and costs associated with delays in closing transactions. In certain transactions, such as those involving commercial properties, financial strength and scope of coverage are also important. In addition, we regularly evaluate our pricing and agent splits, and based on competitive, market and regulatory conditions and claims history, among other factors, adjust our prices and agent splits as and where appropriate.

Data and Analytics. Our data and analytics business offers analytic solutions for title underwriting automation, fraud risk management, identity verification, compliance and valuation that are powered by our extensive collection of property information, ownership data and recorded documents. These solutions enable our title insurance operations, lenders, other title companies and other real estate industry participants to make informed, and increasingly automated, decisions to manage workflow and auditing and compliance operations.

Trust, Wealth Management and Banking Services. Our federal savings bank subsidiary offers trust, wealth management and deposit products and related services, including fund transfer services. The bank does not originate loans. As of December 31, 2022, the bank administered fiduciary and custody assets having a market value of $4.1 billion, which includes managed assets of $2.0 billion. The bank’s balance sheet had assets of $6.7 billion, with deposits of $6.6 billion and stockholder’s equity of $28 million. The bank’s deposits consist almost entirely of funds deposited by its affiliates, the majority of which are from third parties to be held in trust pending the closing of real estate transactions, but an increasing proportion of which are custodial funds held on behalf of clients of our mortgage loan subservicer subsidiary. The bank also maintains other deposits, including operating funds deposited by its affiliates.

Specialty Insurance Segment

Home Warranty. Our home warranty business provides residential service contracts that cover residential systems, such as heating and air conditioning systems, and certain appliances against failures that occur as the result of normal usage during the coverage period. Coverage is typically for one year and is renewable annually at the option of the contract holder and upon our approval. Coverage and pricing typically vary by geographic region. Fees for the warranties generally are paid at the closing of the home purchase or directly by the consumer. In addition, under the contract, the holder is responsible for a service fee for each trade call. First year warranties are marketed through real estate brokers and agents, and we also market directly to consumers. We generally sell renewals directly to consumers. Revenues associated with home warranties sold at the time of a home purchase are dependent upon activity in the residential purchase market, which is cyclical and seasonal. Residential purchase activity is typically slower in the winter months with increased volumes in the spring and summer months and is sensitive to interest rate fluctuations. However, changes in general economic conditions in the United States and abroad, can cause fluctuations in this traditional pattern of activity, and changes in the general economic conditions in a geography can cause fluctuations in the traditional patterns of activity in that geography. Our home warranty business currently operates in 35 states and the District of Columbia.

Property and Casualty Insurance. Our property and casualty insurance business provided automobile, homeowners and renters coverage for liability losses and typical hazards such as fire, theft, vandalism and other types of property damage. This business was substantially wound down in the third quarter of 2022. Four renters policies remained in force as of December 31, 2022.

Corporate Segment

Our corporate segment consists primarily of certain financing facilities, our venture investment portfolio and the corporate services that support our business operations. Our venture investment portfolio consists primarily of investments in the equity of private venture-stage companies that operate in the real-estate industry and related industries (many of which offer technology-enabled products and services), investments in funds that typically invest in these same types of companies, and a

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similar investment that is trading publicly. While we hope to realize financial benefits from these venture investments, we make and hold these investments primarily for strategic reasons.

Innovation and Intellectual Property

In an effort to speed the delivery of our products, increase efficiency, improve quality, improve the customer experience and decrease risk, we are utilizing innovative technologies, processes and techniques in the production and delivery of our products and services. These efforts include streamlining and enhancing the closing process, which we believe improves the customer experience by simplifying and reducing the time it takes to close a transaction, reducing risk and improving communication. We are also deploying innovation solutions leveraging our bank to make the closing process more flexible. We increasingly are employing advanced technologies to automate various internal processes, including processes related to the building and maintaining of title plants and other data assets, as well as the search and examination of information in connection with the issuance of title insurance policies.

We strive to align our intellectual property strategy with our business strategy and our technology development efforts. We rely on a combination of patents, trademarks, copyright and trade secret laws, non-disclosure agreements, contractual provisions and a system of internal safeguards to protect our intellectual property rights and proprietary information. We have a number of issued patents and additional patent applications pending in the United States and internationally, including patents for title automation, loan risk assessment, online platforms, optical character recognition and data extraction. We also believe that many of our brands have accumulated substantial goodwill in the marketplace. In addition, we have developed a number of proprietary trade secrets that we believe provide us with a competitive advantage.

Human Capital Resources

As of December 31, 2022, the Company employed 21,153 employees, with 13,821 of them located in the United States and 7,332 outside of the U.S. We strive to have a positive, collaborative culture that engages employees, as we believe engaged employees serve our customers well. We believe this combination, along with the efficient operation of our business, ultimately benefits our stockholders. As part of this effort, we participate in competitions that recognize the quality of our workplace, which competitions we believe provide a framework for improving, and insights for evaluating, our employee engagement efforts. Moreover, receipt of awards in connection with those competitions facilitates our efforts to attract and retain desired talent. The success of our efforts is demonstrated through our inclusion on the Fortune 100 Best Companies to Work For® list in the United States for the last seven years, the Best Workplaces™ in Canada list for the last eight years, as well as a number of similar lists in local or specialized areas. In addition, we have been recognized on the Fortune® Best Workplaces for Women™ and Great Place to Work® list for Best Workplaces for Women for the seventh year in a row and we earned a top score of 100 on the Human Rights Campaign Foundation’s 2023 Corporate Equality Index for the fifth consecutive year. We have implemented many professional development programs to build and strengthen the skill sets of our employees. Reflecting our perspective on the benefits of a diverse workforce, we have a Diversity, Equity and Inclusion (DEI) Council, which is focused on the development of employee-centered actions to enhance the recruitment, engagement, development, and retention of diverse employees. The DEI Council has also formed and continues to form employee resource groups that are organized around particular interests, affiliations or affinities.

Regulation

Many of our subsidiaries are subject to extensive regulation by applicable domestic or foreign regulatory agencies. The extent of such regulation varies based on the industry involved, the nature of the business conducted by the subsidiary (for example, licensed title insurers are subject to a heightened level of regulation compared to underwritten title companies or agencies), the subsidiary’s jurisdiction of organization and the jurisdictions in which it operates. In addition, the Company is subject to regulation as an insurance holding company, a savings and loan holding company, a publicly-traded company, a Delaware corporation and a corporation that has its principal executive offices in California.

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Our domestic subsidiaries that operate in the title insurance industry or the property and casualty insurance industry are subject to regulation by state insurance regulators. Each of our underwriters, or insurers, is regulated primarily by the insurance department or equivalent governmental body within the jurisdiction of its organization, which oversees compliance with the laws and regulations pertaining to such insurer. For example, our primary title insurance underwriter, First American Title Insurance Company, is a Nebraska corporation and, accordingly, is primarily regulated by the Nebraska Department of Insurance. Insurance regulations typically place limits on, among other matters, the ability of the insurer to pay dividends to its parent company or to enter into transactions with affiliates. They also may require approval of the insurance commissioner prior to a third party directly or indirectly acquiring control of the insurer, which may make it difficult or prohibitive for a third party to acquire our Company.

In addition, our insurers are subject to the laws of other jurisdictions in which they transact business, which laws typically establish supervisory agencies with broad administrative powers relating to issuing and revoking licenses to transact business; regulating trade practices; licensing agents; approving policy forms, accounting practices and financial practices; establishing requirements pertaining to reserves and capital and surplus as regards policyholders; requiring the deferral of a portion of all premiums in a reserve for the protection of policyholders and the segregation of investments in a corresponding amount; establishing parameters regarding suitable investments for reserves, capital and surplus; and approving rate schedules. The manner in which rates are established or changed ranges from states which promulgate rates, to states where individual companies or associations of companies prepare rate filings which are submitted for approval, to a few states in which rate changes do not need to be filed for approval. Each of our insurers is also subject to periodic examination by regulatory authorities both within its jurisdiction of organization as well as the other jurisdictions where it is licensed to conduct business.

Our foreign insurance subsidiaries and branches of First American Title Insurance Company that operate in Canada, Australia, New Zealand, the United Kingdom, Malta, South Korea and Hong Kong are regulated primarily by regulatory authorities in the regions, provinces and/or countries in which they operate and may secondarily be regulated by the domestic regulator of First American Title Insurance Company as a part of the First American insurance holding company system. Each of these regions, provinces and countries has established a regulatory framework with respect to the oversight of compliance with its laws and regulations. Therefore, our foreign insurance subsidiaries generally are subject to regulatory review, examination, investigation and enforcement in a similar manner as our domestic insurance subsidiaries, subject to local variations.

Our underwritten title companies, agencies and property and casualty insurance agencies are also subject to certain regulation by insurance regulatory or banking authorities, including, but not limited to, minimum net worth requirements, licensing requirements, statistical reporting requirements, rate filing requirements and marketing restrictions.

Certain laws and regulations require the Company to maintain certain information security standards and practices. Other laws and regulations regulate the manner in which the Company collects, uses, retains, protects, discloses, transfers, and processes personal data.

In addition to state-level regulation, our domestic subsidiaries that operate in the insurance business, as well as our home warranty, mortgage servicing and subservicing, banking and certain other subsidiaries, are subject to regulation by federal agencies, including the Consumer Financial Protection Bureau (“CFPB”). The CFPB has broad authority to regulate, among other areas, the mortgage and real estate markets, including our domestic subsidiaries, in matters which impact consumers. This authority includes the enforcement of federal consumer financial laws, including the Real Estate Settlement Procedures Act and the Truth in Lending Act. Regulations issued by the CFPB, or the manner in which it interprets and enforces existing consumer protection laws, have impacted and could continue to impact the way in which we conduct our businesses and the profitability of those businesses.

In addition, our home warranty and settlement services businesses are subject to regulation in some states by insurance authorities or other applicable regulatory entities.

Our federal savings bank is regulated and supervised by the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation. The Board of Governors of the Federal Reserve System regulates and supervises the Company, as a savings and loan holding company, including its non-banking subsidiaries that are part of the holding company system. Federal banking laws and regulations require third parties to obtain prior approval to acquire control of our federal savings bank or our Company, which may make such an acquisition of our Company by a third party more difficult or prohibitive.

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Cybersecurity and Data Protection

The Company dedicates significant resources to securing its systems and to protecting non-public personal information and other confidential information. These include resources dedicated to intrusion prevention such as firewalls, endpoint protection and behavior analysis tools, among others. They also include resources dedicated toward vulnerability identification through the performance of vulnerability scans and penetration tests, among other methods.

Investment Policies

The vast majority of our investments are held within a debt securities and marketable equity securities portfolio overseen by our investment department and an investment committee made up of certain senior executives. Members of that investment committee sometimes function in a dual capacity to also provide oversight for certain of our regulated subsidiaries that have their own designated investment committees for their investments within this investment portfolio. The investment committee oversees investment portfolio activities, such as policy setting, compliance reporting, portfolio reviews, and strategy. The Company’s investment portfolio policies are designed to comply with regulatory requirements and to align the investment portfolio asset allocation with strategic objectives. For example, our federal savings bank is required to maintain at least 65% of its asset portfolio in loans or securities that are secured by real estate. Our federal savings bank currently does not make real estate loans, and therefore fulfills this regulatory requirement through investments in mortgage-backed securities. In addition, applicable law imposes certain restrictions upon the types and amounts of investments that may be made by our regulated insurance subsidiaries. The Company’s investment portfolio policies further provide that these investments are to be managed to maximize long-term returns consistent with liquidity, regulatory and risk objectives, and that these investments should not expose the Company to excessive levels of credit, liquidity, and interest rate risks.

As of December 31, 2022, 97% of our investment portfolio consisted of debt securities. As of that date, 67% of our debt securities portfolio was either United States government-backed or rated AAA, and 98% was either rated or classified as investment grade. Percentages are based on the estimated fair values of the securities. Credit ratings reflect published ratings obtained from globally recognized securities rating agencies. If a security was rated differently among the rating agencies, the lowest rating was selected.

Independent of this investment portfolio and its management, we maintain our venture capital portfolio, certain money-market and other short-term investments, and other strategic equity investments in companies engaged in our businesses or similar or related businesses.

Available Information

The Company maintains a website, www.firstam.com, which includes financial information and other information for investors, including open and closed title insurance orders (which typically are posted approximately 10 to 12 days after the end of each calendar month). The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge through the “Investors” page of the website as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the Securities and Exchange Commission. The Company’s website and the information contained therein or connected thereto are not intended to be incorporated into this Annual Report on Form 10-K, or any other filing with the Securities and Exchange Commission unless the Company expressly incorporates such materials.

Item 1A. Risk Factors

The following “risk factors” could materially and adversely affect the Company’s business, operations, reputation, financial position or future financial performance. You should carefully consider each of the following risk factors and the other information contained in this Annual Report on Form 10-K. The Company faces risks other than those listed here, including those that are unknown to the Company and others of which the Company may be aware but, at present, considers immaterial. Because of the following factors, as well as other variables affecting the Company’s operating results, past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.

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STRATEGIC RISK FACTORS

1.The Company’s risk management framework could prove inadequate, which could adversely affect the Company

The Company’s risk management framework is designed to identify, monitor and mitigate risks that could have a negative impact on the Company’s financial condition or reputation. This framework includes departments or groups dedicated to enterprise risk management, information security, disaster recovery and other information technology-related risks, business continuity, legal and compliance, compensation structures and other human resources matters, vendor management and internal audit, among others. Many of the processes overseen by these departments function at the enterprise level, but many also function through, or rely to a certain degree upon, risk mitigation efforts in local operating groups. This is especially the case with respect to the Company’s operations outside of the United States and recently acquired businesses, which may not be fully integrated into the Company’s risk management framework. Similarly, with respect to the risks the Company assumes in the ordinary course of its business through the issuance of title insurance policies and the provision of related products and services, the Company employs localized, as well as centralized risk mitigation efforts. These efforts include the implementation of underwriting policies and procedures, automated underwriting and other risk-decisioning tools and other mechanisms for assessing and managing risk. Underwriting title insurance policies and making other risk-assumption decisions frequently involves a substantial degree of individual judgment and, accordingly, underwriters are maintained at the state, regional, divisional, and corporate levels with varying degrees of underwriting authority. These individuals may be encouraged by customers or others to assume risks or to expeditiously make risk determinations. If the Company’s risk mitigation efforts prove inadequate, the Company could be adversely affected.

2.The Company is pursuing various innovative initiatives, which could result in increased title claims or otherwise adversely affect the Company

In an effort to speed the delivery of its products, increase efficiency, improve quality, improve the customer experience and decrease risk, the Company is utilizing innovative technologies, processes and techniques in the production and delivery of its products and services. These efforts include converting certain manual processes into automated ones to streamline searches, examinations and other underwriting functions in connection with the issuance of title insurance policies, building and maintaining title plants and other data assets, and digitizing and automating components of the settlement process. The Company believes these innovations will improve the customer experience by simplifying and reducing the time it takes to close a transaction, reducing risk and improving communication, and expects to continue expanding its use of these technologies. Risks from these and other innovative initiatives include those associated with potential defects in the design and development of the technologies used to automate processes; misapplication of technologies; the reliance on data, rules or assumptions that may prove inadequate; information security vulnerabilities; and failure to meet customer expectations, among others. As a result of these risks, the Company could experience increased claims, reputational damage or other adverse effects, which could be material to the Company.

3.Potentially disruptive innovation in the real estate industry and/or the Company’s participation in these efforts could adversely affect the Company

In addition to the Company’s innovative activities, other participants in the real estate industry are seeking to innovate in ways that could adversely impact the Company’s businesses. These participants include certain of the Company’s sources of business, competitors, investments and ultimate customers. Innovations by these participants may change the demand for the Company’s products and services, the manner in which the Company’s products and services are ordered or fulfilled and the revenue or profitability derived from the Company’s products and services. The Company’s investments in some of these participants could also facilitate efforts that ultimately disrupt the Company’s business or enable competitors. Accordingly, the Company’s efforts to anticipate and participate in these transformations could require significant additional investment and management attention and may not succeed. These innovative efforts by third parties, and the manner in which the Company, its agents and other industry participants respond to them, could therefore have an adverse effect on the Company.

OPERATIONAL RISK FACTORS

4.Conditions in the real estate market generally impact the demand for a substantial portion of the Company’s products and services

Demand for a substantial portion of the Company’s products and services generally decreases as the number of real estate transactions in which its products and services are purchased decreases. The number of real estate transactions in which the Company’s products and services are purchased typically decreases in the following situations, among others:

•when mortgage interest rates are high or rising;

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•when the availability of credit, including commercial and residential mortgage funding, is limited;

•when real estate affordability is declining;

•when real estate inventory levels are insufficient or declining; and

•when economic conditions are unfavorable, including during periods of high unemployment.

Certain of these circumstances, particularly when combined with declining real estate values and the increase in foreclosures that often results therefrom, also tend to adversely impact the Company’s title claims experience. National inventory levels for residential have been declining over the past several years and remain below historical average levels. Combined with the rapidly rising mortgage interest rates in 2022 that have decreased demand, the number of residential purchase transactions have declined. Residential refinance activity is also strongly correlated with changes in mortgage interest rates and rising mortgage rates during 2022 have, expectedly, had an adverse impact on the Company’s refinance business that is expected to continue for so long as mortgage rates continue to rise or if they subsequently remain high relative to the interest rates of outstanding mortgages. Higher interest rates also negatively impacted commercial transactions in the latter half of 2022 and will likely continue to impact our volumes in 2023.

5.Unfavorable economic conditions adversely affect the Company

Historically, uncertainty and negative trends in general economic conditions in the United States and abroad, including significant tightening of credit markets and a general decline in the value of real property, have created a difficult operating environment for the Company. These conditions also tend to negatively impact the amount of funds the Company receives from third parties held in trust pending the closing of commercial and residential real estate transactions. The Company deposits a substantial portion of these funds, as well as its own funds, with the federal savings bank it owns. The Company’s bank invests those funds and any realized losses incurred on those investments will be reflected in the Company’s consolidated results. The likelihood of such losses, which generally would not occur if the Company were to deposit these funds in an unaffiliated entity, increases when economic conditions are unfavorable. Moreover, during periods of unfavorable economic conditions, the return on these funds deposited at the Company’s bank, as well as funds the Company deposits with third party financial institutions, tends to decline. In addition, the Company holds investments in entities, such as title agencies, settlement service providers and venture-stage companies, some of which have been negatively impacted by these conditions, as well as other securities in its investment portfolio, which also may be, and recently have been, negatively impacted by these conditions.

The Company may not be able to accurately predict the effects of periods or expectations of high or rapidly rising inflation rates, and governmental responses thereto, and may not respond in a timely or adequate manner to mitigate the negative effects of such inflation, such as decreases in the demand for the Company’s products and services, higher labor and other expenses, and, as experienced during 2021 and 2022 due to inflation and supply shortages, higher home warranty claims severity.

Depending upon the ultimate severity and duration of any economic downturn and other negative economic conditions, the resulting effects on the Company could be materially adverse, including a significant reduction in revenues, earnings and cash flows, higher claims, challenges to the Company’s ability to satisfy covenants or otherwise meet its obligations under debt facilities and other contracts, difficulties in obtaining access to capital, challenges to the Company’s ability to pay dividends at currently anticipated levels, deterioration in the value of or return on its investments and increased credit risk from customers and others with obligations to the Company.

6.The Company’s use of models involves risks and uncertainties that could adversely affect the Company

The Company utilizes models to support decisions related to risk management, capital and liquidity planning, financial accounting, data extraction and other business purposes. Models are, by their nature, inherently limited due to their reliance on statistical, economic, financial or mathematical theories, techniques, data and assumptions that may be erroneous or inappropriate for the intended or actual use. Flawed models or uses of models may result in, among other consequences, erroneous or misleading outputs, inappropriate business decisions, inadequate risk management or enhanced regulatory supervision, which could have a material adverse effect on the Company’s results of operations, financial condition and reputation.

7.Climate change, severe weather conditions, health crises and other catastrophe events could adversely affect the Company

Climate change, global or extensive health crises, severe weather and other catastrophe events and responses to these events could adversely affect the Company. The extent to which these catastrophe events and responses to them impact the Company’s business, operations and financial results will depend on numerous factors that the Company may not be able to accurately predict, including: the duration and scope of the catastrophe event and restrictions and responses to it; the impact of

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the catastrophe event on economic activity and actions taken in response, including the efficacy of governmental and other relief efforts or countermeasures; the effect on participants in real estate transactions and the demand for the Company’s products and services.

The Company’s home warranty business has been and may be impacted by increases in the frequency of severe weather events. Home warranty claims, including those pertaining to climate control units, tend to rise as temperatures become extreme, especially in geographies where extreme temperatures are infrequent. In response to the coronavirus pandemic, the Company made changes to the way it conducted business, including by altering certain underwriting practices, production processes, employee working arrangements and employee engagement efforts. Some of these changes have altered employee, client and other expectations and are expected to alter the way the Company conducts business and engages with its employees over an extended period of time, and, in some cases, permanently. Certain of these changes could result in increased claims and expose the Company to other risks. In addition, the Company manages its financial exposure for losses in its title insurance business with third-party reinsurance. Catastrophe events could adversely affect the cost and availability of that reinsurance. Moreover, to the extent climate change, health crises, severe weather conditions and other catastrophe events impact companies or municipalities whose securities the Company invests in, the value of its investments may also decrease due to these factors.

The frequency, severity, duration, and geographic location and scope of such health crises, catastrophe and severe weather events are inherently unpredictable, and, therefore, the Company is unable to predict the ultimate impact climate change, catastrophe events and responses to them will have on its businesses. The impacts of catastrophe events and responses to them may also exacerbate the risks discussed elsewhere in Part I, Item 1A of this Annual Report.

8.The Company may find it difficult to acquire necessary data

Certain data used and supplied by the Company are subject to regulation by various federal, state and local regulatory authorities. Compliance with existing federal, state and local laws and regulations with respect to such data has not had a material adverse effect on the Company’s results of operations to date. Nonetheless, federal, state and local laws and regulations in the United States designed to protect the public from the misuse of personal information in the marketplace and adverse publicity or potential litigation concerning the commercial use of such information may affect the Company’s operations and could result in substantial regulatory compliance expense, litigation expense and a loss of revenue. The suppliers of data to the Company face similar burdens. As a result of these and other factors, the Company may find it financially burdensome to acquire necessary data.

9.Changes in the Company’s relationships with large mortgage lenders or government–sponsored enterprises could adversely affect the Company

Large mortgage lenders and government-sponsored enterprises, because of their significant role in the mortgage process, have significant influence over the Company and other service providers. Changes in the Company’s relationship with any of these lenders or government-sponsored enterprises, the loss of all or a portion of the business the Company derives from these parties, any refusal of these parties to accept the Company’s products and services, the modification of the government-sponsored enterprises’ requirements for title insurance or mortgage servicing in connection with mortgages they purchase or the use of alternatives to the Company’s products and services, could have a material adverse effect on the Company.

10.A downgrade by ratings agencies, reductions in statutory capital and surplus maintained by the Company’s title insurance underwriters or a deterioration in other measures of financial strength could adversely affect the Company

Certain of the Company’s customers use measurements of the financial strength of the Company’s title insurance underwriters, including, among others, ratings provided by ratings agencies and levels of statutory capital and surplus maintained by those underwriters, in determining the amount of a policy they will accept and the amount of reinsurance required. Each of the major ratings agencies currently rates the Company’s title insurance operations. These ratings provide the agencies’ perspectives on the financial strength, operating performance and cash generating ability of those operations. These agencies continually review these ratings and the ratings are subject to change. Statutory capital and surplus, or the amount by which statutory assets exceed statutory liabilities, is also a measure of financial strength. Accordingly, if the ratings or statutory capital and surplus of these title insurance underwriters are reduced from their current levels, or if there is a deterioration in other measures of financial strength, the Company’s results of operations, competitive position and liquidity could be adversely affected. In addition, a downgrade in the ratings or rankings for the Company’s federal savings bank subsidiary or its mortgage servicing business could have an adverse effect on that particular business.

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11.The issuance of the Company’s title insurance policies and related activities by title agents, which operate with substantial independence from the Company, could adversely affect the Company

The Company’s title insurance subsidiaries issue a significant portion of their policies through title agents that usually operate independent of the Company. There is no guarantee that these title agents will fulfill their contractual obligations to the Company, which contracts include limitations that are designed to limit the Company’s risk with respect to their activities. In addition, regulators are increasingly seeking to hold the Company responsible for the actions of these title agents and, under certain circumstances, the Company may be held liable directly to third parties for actions (including defalcations) or omissions of these agents. Case law in certain states also suggests that the Company is liable for the actions or omissions of its agents in those states, regardless of contractual limitations. As a result, the Company’s use of title agents could result in increased claims on the Company’s policies issued through agents and an increase in other costs and expenses.

12.Systems damage, failures, interruptions, cyberattacks and intrusions, and unauthorized data disclosures by the Company or its service providers may disrupt the Company’s business, harm the Company’s reputation, result in material claims for damages or otherwise adversely affect the Company

The Company uses computer software applications, systems and other technologies (collectively referred to as “systems”), some of which it owns and manages and some of which are owned and/or managed by third parties, including providers of distributed computing infrastructure platforms commonly known as the “cloud.” The Company and its agents, suppliers, service providers, and customers use systems to receive, process, store and transmit business information, including non-public personal information as well as data from suppliers and other information upon which the Company’s business relies. The Company also uses these systems to manage substantial cash, investment assets, bank deposits, trust assets, escrow account balances and custodial balances on behalf of itself and its customers, among other activities. Many of the Company’s products, services and solutions involving the use of real property related data are fully reliant on these systems and are only available electronically. Accordingly, for a variety of reasons, the integrity of these systems and the protection of the information that resides thereon are critically important to the Company’s successful operation.

These systems have been subject to, and are likely to continue to be the target of, computer viruses, cyberattacks, ransomware attacks, phishing attacks and other malicious activity. These attacks continue to increase in frequency and sophistication. Moreover, the Company’s employees working remotely are more susceptible to social engineering attacks, intrusions and other malicious activity, and this risk has increased given that a substantial number of the Company’s employees are working from home following the onset of the coronavirus pandemic. These systems also have known and unknown vulnerabilities. Once identified, the Company’s information technology and information security personnel seek to remediate these vulnerabilities based on the level of risk presented. For a number of reasons, including the introduction of new vulnerabilities, resource constraints, competing business demands and dependence on third parties, a number of unremediated vulnerabilities will always exist. Remediation of some vulnerabilities are outside of the control of the Company and third-party remediation efforts may not be timely provided or implemented or otherwise adequate, even when the level of risk is critical or high. Further, certain other potential causes of system damage or other negative system-related events are wholly or partially beyond the Company’s control, such as natural disasters, vendor failures to satisfy service level requirements and power or telecommunications failures. These circumstances could expose the Company to system-related damages, failures, interruptions, cyberattacks and other negative events or could otherwise disrupt the Company’s business and could also result in the loss or unauthorized release, gathering, monitoring or destruction of confidential, proprietary and other information pertaining to the Company, its customers, employees, agents or suppliers. The Company had an information security incident that occurred during the second quarter of 2019 involving unauthorized access to non-public personal information as a result of a vulnerability in one of the Company’s applications. The risk associated with any subsequent incidents, particularly the risk of damage to the Company’s reputation, is heightened as a result of the 2019 incident.

In conducting its business and delivering its products and services, the Company also utilizes service providers. These service providers and the systems they utilize are typically subject to similar types of system- and information security-related risks that the Company faces. The Company provides certain of these service providers with data, including nonpublic personal information. There is no guarantee that the Company’s due diligence or ongoing vendor oversight will be sufficient to ensure the integrity and security of the systems utilized by these service providers or the protection of the information that resides thereon.

Certain laws and contracts the Company has entered into require it to comply with certain information security requirements and to notify various parties, including consumers or customers, in the event of certain actual or potential data breaches or systems failures, including those of the Company’s service providers. Further, the Company’s financial institution customers have obligations to safeguard their systems and sensitive information and the Company may be bound contractually and/or by regulation to comply with the same requirements. If the Company or its service providers fail to comply with

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applicable regulations and contractual requirements, the Company could be exposed to lawsuits, governmental proceedings or the imposition of fines, among other consequences.

Any inability of the Company or its service providers to prevent or adequately respond to the issues described above could disrupt the Company’s business, delay the delivery of its products and services, inhibit its ability to retain existing customers or attract new customers, divert management’s time and energy, otherwise harm its reputation and/or result in financial losses, litigation, regulatory inquiries, increased costs or other adverse consequences that could be material to the Company.

13.Errors and fraud involving the transfer of funds may adversely affect the Company

The Company relies on its systems, employees and domestic and international banks to transfer its own funds and the funds of third parties. In addition to relying on third-party banks to transfer these funds, the Company’s federal savings bank subsidiary transfers funds on behalf of the Company as well as title agents that are not affiliates of the Company. These transfers are susceptible to user input error, fraud, system interruptions, incorrect processing and similar errors that from time to time result in lost funds or delayed transactions. The Company’s email and computer systems and systems used by its agents, customers and other parties involved in a transaction have been subject to, and are likely to continue to be the target of, fraudulent attacks, including attempts to cause the Company or its agents to improperly transfer funds. These attacks continue to increase in frequency and sophistication. Funds transferred to a fraudulent recipient are often not recoverable. In certain instances the Company may be liable for those unrecovered funds. The controls and procedures used by the Company to prevent transfer errors and fraud may prove inadequate, resulting in financial losses, reputational harm, loss of customers or other adverse consequences which could be material to the Company.

14.The Company’s failure to recruit and retain qualified personnel may adversely affect the business

The Company’s continued success depends, in large part, on its ability to hire and retain qualified people. Competition for highly qualified people is intense, and there is no assurance that the Company will be successful in attracting, training or retaining people. Policies adopted during the coronavirus pandemic may allow Company employees to work remotely or in hybrid situations. Over the long-term, the Company may not successfully adapt to this new work environment in a manner that maintains a healthy and vibrant Company culture or that results in the Company being viewed as an employer of choice. If the Company is unable to attract and retain qualified people, its business and operations may be impaired or disrupted.

15.The Company’s use of a global workforce involves risks that could adversely affect the Company

The Company utilizes lower cost labor in countries such as India and the Philippines, among others. These countries are subject to relatively high degrees of political and social instability and may lack the infrastructure to withstand natural disasters, health crises and other catastrophe events. Such disruptions could decrease efficiency and increase the Company’s costs. Weakness of the United States dollar in relation to the currencies used in these countries may also reduce the savings achievable through this strategy. Laws, regulations, business requirements or social or political pressures may require the Company to use labor based in the United States or may otherwise effectively increase the Company’s labor costs abroad. The Company may not be able to pass on these increased costs to its customers.

16.Acquisitions may have an adverse effect on our business

The Company has in the past acquired, and is expected to acquire in the future, other businesses. When businesses are acquired, the Company may not be able to integrate or manage these businesses in such a manner as to realize the anticipated synergies or otherwise produce returns that justify the investment. Acquired businesses may subject the Company to increased regulatory or compliance requirements. The Company’s acquisitions have involved, and are likely to continue to involve, the entry into businesses in which the Company’s management has limited prior experience, making the Company reliant on the management team of the acquired business. The Company may not be able to successfully retain employees of acquired businesses or integrate them, and could lose customers, suppliers or other partners as a result of the acquisitions. For these and other reasons, including changes in market conditions, the projections used to value the acquired businesses may prove inaccurate. In addition, the Company might incur unanticipated liabilities from acquisitions. These and other factors related to acquisitions could have a material adverse effect on the Company’s results of operations, financial condition and liquidity. The Company’s management also will continue to be required to dedicate substantial time and effort to the integration of its acquisitions. These efforts could divert management’s focus and resources from other strategic opportunities and operational matters.

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LEGAL AND COMPLIANCE RISK FACTORS

17.Regulatory oversight and changes in government regulation could require the Company to raise capital, make it more difficult to deploy capital, including dividends to stockholders and repurchases of the Company’s shares, prohibit or limit the Company’s operations, make it more costly or burdensome to conduct such operations, result in decreased demand for the Company’s products and services or otherwise adversely affect the Company

Many of the Company’s businesses, including its title insurance, property and casualty insurance, home warranty, mortgage servicing and subservicing, banking, trust and wealth management businesses, are regulated by various federal, state, local and foreign governmental agencies. These and other of the Company’s businesses also operate within statutory guidelines, which can include requirements to maintain certain licenses at the federal, state and/or local levels. The industry in which the Company operates and the markets into which it sells its products are also regulated and subject to statutory guidelines. In general, in recent years, the Company experienced increasing regulatory oversight and became subject to increasingly complex statutory guidelines.

Regulatory oversight could require the Company to raise capital, and/or make it more difficult to deploy capital, including dividends to stockholders and repurchases of the Company’s shares. It is possible that the group capital calculations, particularly in an economic downturn, could have the effect of requiring the Company to raise capital and/or making it more difficult to otherwise deploy capital, including dividends to stockholders and repurchases of the Company’s shares.

An increasing number of federal, state, and international laws and regulations apply to the collection, use, retention, protection, disclosure, transfer, and other processing of personal data. The effects of these privacy and data protection laws, including the cost of compliance and required changes in the manner in which the Company conducts its business, are not fully known and are potentially significant, and the failure to comply could adversely affect the Company. The Company has incurred costs to comply with these laws and to respond to inquiries about its compliance with them.

In addition, changes in the applicable regulatory environment, statutory guidelines or interpretations of existing regulations or statutes; reform of government-sponsored enterprises such as the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac); enhanced governmental oversight or efforts by governmental agencies to cause customers to refrain from using the Company’s products or services could prohibit or limit its future operations or make it more costly or burdensome to conduct such operations or result in decreased demand for the Company’s products and services or a change in its competitive position. The impact of these changes would be more significant if they involve jurisdictions in which the Company generates a greater portion of its title premiums, such as the states of Arizona, California, Florida, New York, and Texas. These changes may compel the Company to reduce its prices, may restrict its ability to implement price increases or acquire assets or businesses, may limit the manner in which the Company conducts its business or otherwise may have a negative impact on its ability to generate revenues, earnings and cash flows.

18.Scrutiny of the Company’s businesses and the industries in which it operates by governmental entities and others could adversely affect the Company

The real estate settlement services industry, an industry in which the Company generates a substantial portion of its revenue and earnings, and the mortgage servicing and subservicing industry are subject to continuous scrutiny by regulators, legislators, the media and plaintiffs’ attorneys. Though often directed at these industries generally, these groups also focus their attention directly on the Company’s businesses from time to time. In either case, this scrutiny may result in changes which could adversely affect the Company’s operations and, therefore, its financial condition and liquidity.

Governmental entities have routinely inquired into certain practices in the real estate settlement services industry and the mortgage servicing and subservicing industry to determine whether certain of the Company’s businesses or its competitors have violated applicable laws, which include, among others, the insurance codes of the various jurisdictions, the Real Estate Settlement Procedures Act, the Truth in Lending Act and similar state, federal and foreign laws. The Consumer Financial Protection Bureau (“CFPB”), for example, has actively utilized its regulatory authority over the mortgage and real estate markets by bringing enforcement actions against various participants in the mortgage and settlement industries and we expect that such enforcement activity will intensify. Departments of insurance in the various states, the CFPB and other federal regulators and applicable regulators in international jurisdictions, either separately or together, also periodically conduct targeted inquiries into the practices of title insurance companies, other settlement services providers and mortgage servicers in their respective jurisdictions. Currently, the Company is the subject of regulatory inquiries.

Further, from time to time plaintiffs’ lawyers have targeted, and are expected to continue to target, the Company and other members of the Company’s industry with lawsuits claiming legal violations or other wrongful conduct. These lawsuits often involve large groups of plaintiffs and claims for substantial damages. These types of inquiries or proceedings have from

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time to time resulted, and may in the future result, in findings of a violation of the law or other wrongful conduct and the payment of fines or damages or the imposition of restrictions on the Company’s conduct. This could impact the Company’s operations and financial condition. Moreover, these laws and standards of conduct often are ambiguous and, thus, it may be difficult to ensure compliance. This ambiguity may force the Company to mitigate its risk by settling claims or by ending practices that generate revenues, earnings and cash flows. Currently the Company is a party to class action lawsuits.

19.Regulation of title insurance rates could adversely affect the Company

Title insurance rates are subject to extensive regulation, which varies from state to state. In many states the approval of the applicable state insurance regulator is required prior to implementing a rate change. These regulations could hinder the Company’s ability to promptly adapt to changing market dynamics through price adjustments, which could adversely affect its results of operations, particularly in a rapidly declining market.

FINANCIAL RISK FACTORS

20.Failures at financial institutions at which the Company deposits funds could adversely affect the Company

The Company deposits substantial funds in financial institutions. These funds include amounts owned by third parties, such as escrow deposits, like-kind exchange deposits and investor, mortgagor and subservicer deposits. Should one or more of the financial institutions at which deposits are maintained fail, there is no guarantee that the Company would recover the funds deposited, whether through Federal Deposit Insurance Corporation coverage or otherwise. In the event of any such failure, the Company also could be held liable for the funds owned by third parties.

21.Unfavorable economic or other conditions could cause the Company to write off a portion of its goodwill and other intangible assets

The Company performs an impairment test of the carrying value of goodwill and other indefinite-lived intangible assets annually in the fourth quarter, or sooner if circumstances indicate a possible impairment. Finite-lived intangible assets are subject to impairment tests on a periodic basis. Factors that may be considered in connection with this review include, without limitation, underperformance relative to historical or projected future operating results, reductions in the Company’s stock price and market capitalization, increased cost of capital and negative macroeconomic, industry and company-specific trends. These and other factors could lead to a conclusion that goodwill or other intangible assets are impaired, in which case the Company would be required to write off the portion believed to be impaired. Any substantial goodwill and other intangible asset impairments that may be required could have a material adverse effect on the Company’s results of operations and financial condition.

22.The Company’s investment portfolio is subject to certain risks and could experience losses

The Company maintains a substantial investment portfolio, primarily consisting of fixed income debt securities. The investment portfolio also includes adjustable-rate debt securities, common and preferred stock, as well as money-market and other short-term investments. Securities in the Company’s investment portfolio are subject to certain economic and financial market risks, such as credit risk, interest rate (including call, prepayment and extension) risk and/or liquidity risk. The risk of loss associated with the portfolio is increased during periods of instability in credit markets and economic conditions, such as during the current environment precipitated by rapidly rising interest rates. Debt and equity securities are carried at fair value on the Company’s balance sheet. Changes in the fair values of debt securities are recorded as a component of accumulated other comprehensive income/loss on the balance sheet. For debt securities in an unrealized loss position, where the loss is determined to be due to credit-related factors, the Company records the loss in earnings. Changes in the fair values of marketable equity securities are recognized in earnings. Changes in the fair values of securities in the Company’s investment portfolio have had an adverse impact on the Company and could have a material adverse effect on the Company’s results of operations, statutory surplus, financial condition and cash flow.

23.The Company’s venture investment portfolio is volatile and subject to certain risks and could experience losses

The Company’s venture investment portfolio is primarily comprised of investments in the equity of private venture-stage companies that operate in the real-estate industry and related industries (many of which offer technology-enabled products and services), investments in funds that typically invest in these same types of companies, and a similar investment that is trading publicly. The venture investment portfolio is managed independent of the Company’s portfolio of debt securities and marketable equity securities, which is overseen by the Company’s investment department and an investment committee. The Company may continue to make similar venture investments. These positions are concentrated in a limited number of holdings and are high-risk, illiquid investments. In certain circumstances, such as when one of these companies raises capital, merges with another company or sells itself at a valuation that is less than the valuation at which the Company made its investment or

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when one of these companies fails and/or liquidates itself, the Company has been and could be required to impair all or part of its investment in that company or write down the value of an investment if future growth prospects deteriorate. The prospects of these companies depend on a number of factors, including the condition of the general economy, the general availability of capital, the performance of and volatility in the public markets, the regulatory and political environments, the condition of the real estate industry, the competitive environment for such companies and the operational and financial performance of such companies. Even if one of these companies is successful, the Company’s ability to realize the value of its investment may take a significant amount of time and may be dependent on the occurrence of a liquidity event, such as an initial public offering or the sale of the company. Even when a liquidity event occurs, the Company may be subject to restrictions on resale or may choose to continue to hold the investment for strategic or other reasons and, as a result, the Company may not monetize the value of its investment during periods in which it could be financially advantageous to sell the investment. These investments have caused, and are expected from time to time to cause, material fluctuations in the Company’s quarterly results of operations due to the recognition of gains or losses in connection with observable price changes, such as from liquidity events, subsequent equity sales, or price changes in investments that begin trading publicly, which changes can be volatile. These impairments and fluctuations may have a material adverse effect on the Company’s results of operations.

24.Actual claims experience could materially vary from the expected claims experience reflected in the Company’s reserve for incurred but not reported claims

The Company maintains a reserve for incurred but not reported (“IBNR”) claims pertaining to its title, escrow and other insurance and guarantee products. The majority of this reserve pertains to title insurance policies, which are long-duration contracts with the majority of the claims reported within the first few years following the issuance of the policy. Generally, 70% to 80% of claim amounts become known in the first six years of the policy life, and the majority of IBNR reserves relate to the six most recent policy years. Changes in expected ultimate losses and corresponding loss rates for recent policy years are considered likely and could result in a material adjustment to the IBNR reserves. In uncertain economic times, an even larger change is more likely. A material change in expected ultimate losses and corresponding loss rates for older policy years is also possible, particularly for policy years with loss ratios exceeding historical norms. The estimates made by management in determining the appropriate level of IBNR reserves could ultimately prove to be materially different from actual claims experience.

Changes in laws or regulations impacting real estate, particularly when applied retroactively, may cause a material change in expected ultimate losses and corresponding loss rates for recent and/or older policy years. For example, the 2020 United States Supreme Court decision in McGirt v. Oklahoma calls into question the governing authority for certain real estate-related matters in Native American reservations once thought to have been disestablished. To the extent the Company, in those areas, underwrote title insurance policies or closed real estate transactions in conformity with authority that ultimately proves inapplicable, expected ultimate losses arising from those policies and transactions could change materially and could result in a material change to loss rates.

25.As a holding company, the Company depends on distributions from its subsidiaries, and if distributions from its subsidiaries are materially impaired, the Company’s ability to declare and pay dividends may be adversely affected; in addition, insurance and other regulations limit the amount of dividends, loans and advances available from the Company’s insurance subsidiaries

The Company is a holding company whose primary assets are investments in its operating subsidiaries. The Company’s ability to pay dividends is dependent on the ability of its subsidiaries to pay dividends or repay funds. If the Company’s operating subsidiaries are not able to pay dividends or repay funds, the Company may not be able to fulfill parent company obligations and/or declare and pay dividends to its stockholders. Moreover, pursuant to insurance and other regulations under which the Company’s insurance subsidiaries operate, the amount of dividends, loans and advances available is limited. See Note 2 Statutory Restrictions on Investments and Stockholders' Equity to the consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” of Part II of this report and Item 7 – MD&A – Liquidity and Capital Resources for details on dividend restrictions.

26.Changes in the composition of deposits at the Company’s federal savings bank subsidiary could require the Company to borrow funds to maintain liquidity

The deposits of the Company’s federal savings bank subsidiary consist almost entirely of funds deposited by its affiliates, the majority of which are from third parties to be held in trust pending the closing of real estate transactions. Following the Company’s acquisition of ServiceMac, LLC, a residential mortgage subservicer, an increasing proportion of the bank’s deposits are custodial funds held on behalf of clients of ServiceMac that are owners of loans or mortgage servicing rights (MSRs), and a substantial portion of such deposits are currently associated with a single client of ServiceMac. This client and others may cause their custodial funds to be moved out of the Company’s bank subsidiary in connection with the transfer of ownership of MSRs or loans, termination of subservicing contracts or otherwise. The likelihood of clients causing funds to be moved

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increases as interest rates rise, which could result in a marked decline in the bank’s deposits. When the bank’s deposits decline, the Company may be required to borrow funds to maintain the bank’s liquidity.

GENERAL RISK FACTORS

27.Certain provisions of the Company’s bylaws and certificate of incorporation, as well as regulatory hurdles, may reduce the likelihood of any unsolicited acquisition proposal or potential change of control that the Company’s stockholders might consider favorable

The Company’s bylaws and certificate of incorporation contain provisions that could be considered “anti-takeover” provisions because they make it harder for a third-party to acquire the Company without the consent of the Company’s incumbent board of directors. Under these provisions:

•election of the Company’s board of directors is staggered such that only one-third of the directors are elected by the stockholders each year and the directors serve three year terms prior to reelection;

•stockholders may not remove directors without cause, change the size of the board of directors or, except as may be provided for in the terms of preferred stock the Company issues in the future, fill vacancies on the board of directors;

•stockholders may act only at stockholder meetings and not by written consent;

•stockholders must comply with advance notice provisions for nominating directors or presenting other proposals at stockholder meetings; and

•the Company’s board of directors may without stockholder approval issue preferred shares and determine their rights and terms, including voting rights, or adopt a stockholder rights plan.

While the Company believes that they are appropriate, these provisions may only be amended by the affirmative vote of the holders of approximately 67% of the Company’s issued voting shares. In addition, federal banking laws and regulations and state insurance laws and regulations require third parties to obtain prior approval to acquire control of the Company due to its status as a savings and loan holding company and an insurance holding company. These provisions and regulatory requirements could have the effect of discouraging an unsolicited acquisition proposal or delaying, deferring or preventing a change of control transaction that might involve a premium price or otherwise be considered favorably by the Company’s stockholders.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Properties

Each of our business segments uses our executive offices in Santa Ana, California. This office campus consists of five office buildings, a technology center and a two-story parking structure, totaling approximately 490,000 square feet. Three office buildings, totaling approximately 210,000 square feet, and the fixtures thereto and underlying land, are subject to a deed of trust and security agreement securing payment of a promissory note evidencing a loan made in October 2003, to our principal title insurance subsidiary in the original sum of $55 million. This loan is payable in monthly installments of principal and interest, is fully amortizing and matures November 1, 2023. The outstanding principal balance of this loan was $4 million as of December 31, 2022.

The office facilities we occupy are, in all material respects, in good condition and adequate for their intended use.

Item 3. Legal Proceedings

See Note 21 Litigation and Regulatory Contingencies to the consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” of Part II of this report, which is incorporated by reference into this Item 3 of Part I.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Common Stock Market Prices and Dividends

The Company’s common stock trades on the New York Stock Exchange (ticker symbol FAF). The approximate number of record holders of common stock on February 8, 2023, was 1,946.

In January 2023, the Company’s board of directors declared a cash dividend of $0.52 per share. We expect that the Company will continue to pay quarterly cash dividends at or above the current level. The timing, declaration and payment of future dividends, however, falls within the discretion of the Company’s board of directors and will depend upon many factors, including the Company’s financial condition and earnings, the capital requirements of our businesses, restrictions imposed by applicable law and any other factors the board of directors deems relevant from time to time. In addition, the ability to pay dividends also is potentially affected by the restrictions described in Note 2 Statutory Restrictions on Investments and Stockholders’ Equity to the consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” of Part II of this report.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Pursuant to the share repurchase program approved by the Company’s board of directors in June 2022, which program has no expiration date, the Company may repurchase up to $400 million of the Company’s issued and outstanding common stock. The following table describes purchases by the Company under the share repurchase program that settled during each period set forth in the table. Prices in column (b) include commissions. Cumulatively, as of December 31, 2022, the Company had repurchased $113 million (including commissions) of its shares authorized under the share repurchase program and had the authority to repurchase an additional $287 million (including commissions) under that program.

Period	(a) Total Number of Shares Purchased		(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
October 1, 2022 to October 31, 2022		380,308	$	46.75		380,308	$	302,829,367
November 1, 2022 to November 30, 2022		71,888		53.55		71,888		298,979,806
December 1, 2022 to December 31, 2022		235,654		52.62		235,654		286,578,830
Total		687,850	$	49.47		687,850	$	286,578,830

Unregistered Sales of Equity Securities

During the year ended December 31, 2022, the Company did not issue any unregistered common stock.

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Stock Performance Graph

The following performance graph and related information shall not be deemed “soliciting material” or “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, except to the extent that it is specifically incorporated by reference into such filing.

The following graph compares the cumulative total stockholder return on the Company’s common stock with the corresponding cumulative total returns of the S&P 400 Mid Cap Index and an industry peer group for the period from December 31, 2017 through December 31, 2022. The comparison assumes an investment of $100 on December 31, 2017 and reinvestment of dividends. This historical performance is not indicative of future performance.

 

Comparison of Cumulative Total Return

	First American Financial Corporation (FAF) (1)		Custom Peer Group (1)(2)		S&P 400 Mid Cap Index (1)
December 31, 2017	$	100	$	100	$	100
December 31, 2018	$	82	$	99	$	89
December 31, 2019	$	111	$	131	$	112
December 31, 2020	$	101	$	120	$	127
December 31, 2021	$	158	$	120	$	159
December 31, 2022	$	110	$	120	$	138

(1)As calculated by Bloomberg Financial Services including reinvestment of dividends.

(2)The custom peer group consists of the following companies: American Financial Group, Inc.; Assurant, Inc.; Axis Capital Holdings Limited; Cincinnati Financial Corporation; Everest Re Group, Ltd.; Fidelity National Financial, Inc.; Genworth Financial, Inc.; The Hanover Insurance Group, Inc.; Kemper Corporation; Mercury General Corporation; Old Republic International Corp.; and W.R. Berkley Corporation, each of which are in the insurance industry. The compensation committee of the Company utilizes the compensation practices of these companies as benchmarks in setting the compensation of its executive officers.

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Item 6. Selected Financial Data

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

CERTAIN STATEMENTS IN THIS ANNUAL REPORT ON FORM 10-K ARE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THESE FORWARD-LOOKING STATEMENTS MAY CONTAIN THE WORDS “BELIEVE,” “ANTICIPATE,” “EXPECT,” “PLAN,” “PREDICT,” “ESTIMATE,” “PROJECT,” “WILL BE,” “WILL CONTINUE,” “WILL LIKELY RESULT,” OR OTHER SIMILAR WORDS AND PHRASES.

RISKS AND UNCERTAINTIES EXIST THAT MAY CAUSE RESULTS TO DIFFER MATERIALLY FROM THOSE SET FORTH IN THESE FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE THE ANTICIPATED RESULTS TO DIFFER FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS INCLUDE THE FACTORS SET FORTH ON PAGES 4-5 OF THIS ANNUAL REPORT. THE FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE TO UPDATE FORWARD-LOOKING STATEMENTS TO REFLECT CIRCUMSTANCES OR EVENTS THAT OCCUR AFTER THE DATE THE FORWARD-LOOKING STATEMENTS ARE MADE.

This Management’s Discussion and Analysis contains certain financial measures that are not presented in accordance with generally accepted accounting principles (“GAAP”), including adjusted information and other revenues, adjusted personnel costs, and adjusted other operating expenses, in each case excluding the effects of recent acquisitions, and adjusted debt to capitalization ratio as it excludes the effect of secured financings payable. The Company is presenting these non-GAAP financial measures because they provide the Company’s management and readers of this Annual Report on Form 10-K with additional insight into the operational performance of the Company relative to earlier periods and additional insight into the financial leverage of the Company. The Company does not intend for these non-GAAP financial measures to be a substitute for any GAAP financial information. In this Annual Report on Form 10-K, these non-GAAP financial measures have been presented with, and reconciled to, the most directly comparable GAAP financial measures. Readers of this Annual Report on Form 10-K should use these non-GAAP financial measures only in conjunction with the comparable GAAP financial measures. Because not all companies use identical calculations, the presentation of adjusted debt to capitalization ratio may not be comparable to other similarly titled measures of other companies.

Principles of Consolidation

The consolidated financial statements have been prepared in accordance with GAAP and reflect the consolidated operations of the Company. The consolidated financial statements include the accounts of First American Financial Corporation and all controlled subsidiaries. All significant intercompany transactions and balances have been eliminated. Equity investments in which the Company exercises significant influence but does not control and is not the primary beneficiary, are accounted for using the equity method of accounting. Equity investments in which the Company does not exercise significant influence over the investee and without readily determinable fair values, or non-marketable equity securities, are accounted for at cost, less impairment, and are adjusted up or down for any observable price changes.

Reportable Segments

The Company consists of the following reportable segments:

•The Company’s title insurance and services segment issues title insurance policies on residential and commercial property in the United States and offers similar or related products and services internationally. This segment also provides closing and/or escrow services; accommodates tax-deferred exchanges of real estate; provides products, services and solutions designed to mitigate risk or otherwise facilitate real estate transactions; maintains, manages and provides access to title plant data and records; provides appraisals and other valuation-related products and services; provides lien release, document custodial and default-related products and services; provides warehouse lending services; subservices mortgage loans; and provides banking, trust and wealth management services. The Company, through its principal title insurance subsidiary and such subsidiary’s affiliates, transacts its title insurance business through a network of direct operations and agents. Through this network, the Company issues policies in the 49 states that permit the issuance of title insurance policies, the District of Columbia and certain United States territories. The Company also offers title insurance, closing services and similar or related products

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and services, either directly or through third parties in other countries, including Canada, the United Kingdom, Australia, New Zealand, South Korea and various other established and emerging markets.

•The Company’s specialty insurance segment sells home warranty products including residential service contracts that cover residential systems, such as heating and air conditioning systems, and certain appliances against failures that occur as the result of normal usage during the coverage period. This business currently operates in 35 states and the District of Columbia.

The Company's property and casualty insurance business, which is in the final stages of its wind-down.

•The Company’s corporate segment includes its investments in venture-stage companies, certain financing facilities and corporate services that support the Company’s business operations.

Critical Accounting Estimates

The preparation of financial statements in accordance with GAAP requires the application of accounting policies that often involve a significant degree of judgment. The Company’s management considers the accounting policies described below to be the most dependent on the application of estimates and assumptions in preparing the Company’s consolidated financial statements. See Note 1 Basis of Presentation and Significant Accounting Policies to the consolidated financial statements for a more detailed description of the Company’s significant accounting policies.

Provision for policy losses

The Company provides for title insurance losses through a charge to expense when the related premium revenue is recognized. The amount charged to expense is generally determined by applying a rate (the loss provision rate) to total title insurance premiums and escrow fees. The Company’s management estimates the loss provision rate at the beginning of each year and reassesses the rate quarterly to ensure that the resulting incurred but not reported (“IBNR”) loss reserve and known claims reserve included in the Company’s consolidated balance sheets together reflect management’s best estimate of the total costs required to settle all IBNR and known claims. If the ending IBNR reserve is not considered adequate, an adjustment is recorded.

The process of assessing the loss provision rate and the resulting IBNR reserve involves an evaluation of the results of an in-house actuarial review. The Company’s in-house actuary performs a reserve analysis utilizing generally accepted actuarial methods that incorporate cumulative historical claims experience and information provided by in-house claims and operations personnel. Current economic and business trends are also contemplated as part of the reserve analysis. These include conditions in the real estate and mortgage markets, changes in residential and commercial real estate values, and changes in the levels of defaults and foreclosures that may affect claims levels and patterns of emergence, as well as any company-specific factors that may be relevant to past and future claims experience. Results from the analysis include, but are not limited to, a range of IBNR reserve estimates and a single point estimate for IBNR as of the balance sheet date.

For recent policy years at early stages of development (generally the last three years), IBNR is generally estimated using a combination of expected loss rate and multiplicative loss development factor calculations. For more mature policy years, IBNR generally is estimated using multiplicative loss development factor calculations. The expected loss rate method estimates IBNR by applying an expected loss rate to total title insurance premiums and escrow fees and by adjusting for policy year maturity using estimated loss development patterns. Multiplicative loss development factor calculations estimate IBNR by applying factors derived from loss development patterns to losses realized to date. The expected loss rate and loss development patterns are based on historical experience and the relationship of the history to the applicable policy years.

The Company’s management uses the IBNR point estimate from the in-house actuary’s analysis and other relevant information concerning claims to determine what it considers to be the best estimate of the total amount required for the IBNR reserve.

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The volume and timing of title insurance claims are subject to cyclical influences from both the real estate and mortgage markets. Title policies issued to lenders constitute a large portion of the Company’s title insurance volume. These policies insure lenders against losses on mortgage loans due to title defects in the collateral property. Even if an underlying title defect exists that could result in a claim, often the lender must realize an actual loss, or at least be likely to realize an actual loss, for a title insurance liability to exist. As a result, title insurance claims exposure is sensitive to lenders’ losses on mortgage loans and is affected in turn by external factors that affect mortgage loan losses, particularly macroeconomic factors.

A general decline in real estate prices can expose lenders to greater risk of losses on mortgage loans, as loan-to-value ratios increase and defaults and foreclosures increase. Title insurance claims exposure for a given policy year is also affected by the quality of mortgage loan underwriting during the corresponding origination year. The Company believes that the sensitivity of claims to external conditions in the real estate and mortgage markets is an inherent feature of title insurance’s business economics that applies broadly to the title insurance industry.

Title insurance policies are long-duration contracts with the majority of the claims reported to the Company within the first few years following the issuance of the policy. Generally, 70% to 80% of claim amounts become known in the first six years of the policy life, and the majority of IBNR reserves relate to the six most recent policy years. Changes in expected ultimate losses and corresponding loss rates for recent policy years are considered likely and could result in a material adjustment to the IBNR reserves. Based on historical experience, management believes a 50 basis point change to the loss rates for recent policy years, positive or negative, is reasonably likely given the long duration nature of a title insurance policy. In uncertain economic times an even larger change is more likely. As examples, if the expected ultimate losses for each of the last six policy years increased or decreased by 50 basis points, the resulting impact on the Company’s IBNR reserve would be an increase or decrease, as the case may be, of $158 million, and if expected ultimate losses for those same years were to fluctuate by 100 basis points, the resulting impact would be $316 million. A material change in expected ultimate losses and corresponding loss rates for older policy years is also possible, particularly for policy years with loss ratios exceeding historical norms. The estimates made by management in determining the appropriate level of IBNR reserves could ultimately prove to be materially different from actual claims experience.

The Company provides for claims losses relating to its home warranty business based on the average cost per claim and historical loss experience as applied to the total of current claims incurred. The average cost per home warranty claim is calculated using the average of the most recent 12 months of claims experience adjusted for estimated future increases in costs.

A summary of the Company’s loss reserves is as follows:

	December 31,
	2022				2021
	(dollars in millions)
Known title claims	$	62	4.7	%	$	67	5.2	%
IBNR title claims		1,207	91.1	%		1,143	89.0	%
Total title claims		1,269	95.8	%		1,210	94.2	%
Non-title claims		56	4.2	%		74	5.8	%
Total loss reserves	$	1,325	100.0	%	$	1,284	100.0	%

Activity in the reserve for known title claims is summarized as follows:

	December 31,
	2022			2021		2020
	(in millions)
Balance at beginning of year	$	67		$	64	$	83
Provision transferred from IBNR title claims related to:
Current year		29			31		20
Prior years		144			126		125
		173			157		145
Payments, net of recoveries, related to:
Current year		26			28		18
Prior years		151			126		146
		177			154		164
Other		(1	)		—		—
Balance at end of year	$	62		$	67	$	64

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Activity in the reserve for IBNR title claims is summarized as follows:

	December 31,
	2022			2021			2020
	(in millions)
Balance at beginning of year	$	1,143		$	1,026		$	904
Provision related to:
Current year		248			275			237
Prior years		—			—			26
		248			275			263
Provision transferred to known title claims related to:
Current year		29			31			20
Prior years		144			126			125
		173			157			145
Other		(11	)		(1	)		4
Balance at end of year	$	1,207		$	1,143		$	1,026

The provision for title insurance losses, expressed as a percentage of title insurance premiums and escrow fees, was 4.0% for 2022 and 2021, and 5.0% for 2020. The current year loss rate of 4.0% reflects the ultimate loss rate for the current policy year and no change in the loss reserve estimates for prior policy years.

The provision in 2022 related to current year decreased by $27 million, or 9.8%, from 2021 as a result of decreases in title premiums and escrow fees in 2022 from 2021. The provision in 2021 related to current year increased by $38 million, or 16.0%, from 2020 as a result of increases in title premiums and escrow fees in 2021 from 2020.

For further discussion of title provision recorded in 2022, 2021 and 2020, see Results of Operations, page 34.

Fair value of debt securities

The Company categorizes the fair values of its debt securities 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 Company (observable inputs) and the Company’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The hierarchy for inputs used in determining fair value maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. The hierarchy level assigned to each security was based on management’s assessment of the transparency and reliability of the inputs used to estimate the fair values at the measurement date. See Note 17 Fair Value Measurements to the consolidated financial statements for a more detailed description of the three-level hierarchy and a description for each level.

The fair values of debt securities were based on the market values obtained from independent pricing services that were evaluated using pricing models that vary by asset class and incorporate available trade, bid and other market information and price quotes from well-established, independent broker-dealers. The independent pricing services monitor market indicators, industry and economic events, and for broker-quoted only securities, obtain quotes from market makers or broker-dealers that they recognize to be market participants. The pricing services utilize the market approach in determining the fair values of the debt securities held by the Company. The Company obtains an understanding of the valuation models and assumptions utilized by the services and has controls in place to determine that the values provided represent fair values. The Company’s validation procedures include comparing prices received from the pricing services to quotes received from other third-party sources for certain securities with market prices that are readily verifiable. If the price comparison results in differences over a predefined threshold, the Company will assess the reasonableness of the changes relative to prior periods given the prevailing market conditions and assess changes in the issuers’ credit worthiness, performance of any underlying collateral and prices of the instrument relative to similar issuances. To date, the Company has not made any material adjustments to the fair value measurements provided by the pricing services.

Typical inputs and assumptions to pricing models used to value the Company’s debt securities include, but are not limited to, benchmark yields, reported trades, broker-dealer quotes, credit spreads, credit ratings, bond insurance (if applicable), benchmark securities, bids, offers, reference data and industry and economic events. For mortgage-backed securities, inputs

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and assumptions may also include the structure of issuance, characteristics of the issuer, collateral attributes and prepayment speeds.

Credit losses on debt securities

When the fair value of an available-for-sale debt security falls below its amortized cost, the Company must determine whether the decline in fair value is due to credit-related factors or noncredit-related factors. Declines in fair value that are credit-related are recorded on the balance sheet through an allowance for credit losses with a corresponding adjustment to earnings and declines that are noncredit-related are recognized through other comprehensive income/loss.

If the Company intends to sell a debt security in an unrealized loss position or determines that it is more likely than not that the Company will be required to sell a debt security before it recovers its amortized cost basis, the debt security is impaired and it is written down to fair value with all losses recognized in earnings. As of December 31, 2022, the Company did not intend to sell any debt securities in an unrealized loss position and it is not more likely than not that the Company will be required to sell any debt securities before recovery of their amortized cost basis.

For debt securities in an unrealized loss position for which the Company does not intend to sell the debt security and it is not more likely than not that the Company will be required to sell the debt security, the Company determines whether the loss is due to credit-related factors or noncredit-related factors. For debt securities in an unrealized loss position for which the losses are primarily due to credit-related factors, the Company’s policy is to recognize the entire loss in earnings. For debt securities in an unrealized loss position for which the losses are determined to be the result of both credit-related and noncredit-related factors, the credit loss is determined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis of the debt security. The cash flows expected to be collected are discounted using the effective interest rate (i.e., purchase yield) and for variable rate securities the interest rate is fixed at the rate in effect at the credit loss measurement date.

Expected future cash flows for debt securities are based on qualitative and quantitative factors specific to each security, including the probability of default and the estimated timing and amount of recovery. The detailed inputs used to project expected future cash flows may be different depending on the nature of the individual debt security.

Impairment assessment for goodwill

The Company is required to perform an annual goodwill impairment assessment for each reporting unit for which goodwill has been allocated. The reporting units that have been allocated goodwill include title insurance and home warranty. The Company’s trust and other services reporting unit has no allocated goodwill and is, therefore, not assessed for impairment. The Company has elected to perform this annual assessment in the fourth quarter of each fiscal year or sooner if circumstances indicate possible impairment. Based on accounting guidance, the Company has the option to perform a qualitative assessment to determine if the fair value is more likely than not (i.e., a likelihood of greater than 50%) less than the carrying amount as a basis for determining whether it is necessary to perform a quantitative impairment test, or may choose to forego a qualitative assessment and perform a quantitative impairment test. The qualitative factors considered in this assessment may include macroeconomic conditions, industry and market considerations, overall financial performance as well as other relevant events and circumstances as determined by the Company. The Company evaluates the weight of each factor to determine whether it is more likely than not that impairment may exist. If the results of a qualitative assessment indicate the more likely than not threshold was not met, the Company may choose not to perform a quantitative impairment test. If, however, the more likely than not threshold is met, the Company will perform a quantitative test as required and discussed below.

Management’s quantitative impairment testing compares the fair value of each reporting unit to its carrying amount. The fair value of each reporting unit is determined by using discounted cash flow analysis and, where appropriate, market approach valuations. If the fair value of the reporting unit exceeds its carrying amount, the goodwill is not considered impaired and no additional analysis is required. However, if the carrying amount is greater than the fair value, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, with the loss recognized limited to the total amount of goodwill allocated to that reporting unit.

The quantitative impairment test for goodwill utilizes a variety of valuation techniques, all of which require the Company to make estimates and judgments. Fair value is determined by employing an expected present value technique, which utilizes expected cash flows and an appropriate discount rate. The use of comparative market multiples (the “market approach”) compares the reporting unit to other comparable companies (if such comparables are present in the marketplace) based on valuation multiples to arrive at a fair value. In assessing the fair value, the Company utilizes the results of the valuations

29

(including the market approach to the extent comparables are available) and considers the range of fair values determined under all methods and the extent to which the fair value exceeds the carrying amount of the reporting unit.

The valuation of each reporting unit includes the use of assumptions and estimates of many critical factors, including revenue growth rates and operating margins, discount rates and future market conditions, determination of market multiples and the establishment of a control premium, among others. Forecasts of future operations are based, in part, on operating results and the Company’s expectations as to future market conditions. These types of analyses contain uncertainties because they require the Company to make assumptions and to apply judgments to estimate industry economic factors and the profitability of future business strategies. However, if actual results are not consistent with the Company’s estimates and assumptions, the Company may be exposed to future impairment losses that could be material.

The Company chose to perform qualitative assessments for its title insurance and home warranty reporting units for 2022 and 2021, and performed quantitative impairment tests for 2020. The results of the Company’s qualitative assessments in 2022 and 2021 supported the conclusion that the reporting unit fair values were not more likely than not less than their carrying amounts and, therefore, a quantitative impairment test was not considered necessary. Based on the results of the quantitative tests in 2020, the Company determined that the fair values for both reporting units exceeded their carrying amounts and no additional analysis was required. As a result of the Company’s annual goodwill impairment assessments for the title insurance and home warranty reporting units, the Company did not record any goodwill impairment losses related to either reporting unit for 2022, 2021 or 2020.

Income taxes

The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company evaluates the need to establish a valuation allowance for deferred tax assets based upon the amount of existing temporary differences, the period in which they are expected to be recovered and expected levels of taxable income. A valuation allowance is established when it is considered more likely than not that some or all of the deferred tax assets will not be realized.

The Company recognizes the effect of income tax positions only if sustaining those positions is considered more likely than not. Changes in recognition or measurement of uncertain tax positions are reflected in the period in which a change in judgment occurs. The Company recognizes interest and penalties, related to uncertain tax positions in income tax expense.

Pending Accounting Pronouncements

See Note 1 Basis of Presentation and Significant Accounting Policies to the consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” of Part II of this report.

30

Results of Operations

Overview

	2022			2021		2020		2022 vs. 2021						2021 vs. 2020
								$ Change			% Change			$ Change		% Change
	(dollars in millions)
Revenues by Segment
Title insurance and services	$	7,547		$	8,320	$	6,535	$	(773	)		(9.3	)	$	1,785		27.3
Specialty insurance		437			541		532		(104	)		(19.2	)		9		1.7
Corporate and eliminations		(379	)		360		19		(739	)		(205.3	)		341	NM1
	$	7,605		$	9,221	$	7,086	$	(1,616	)		(17.5	)	$	2,135		30.1

(1)Not meaningful

A substantial portion of the revenues for the Company’s title insurance and services segment result from sales of, and refinancings of loans on, residential and commercial real estate. In the Company’s specialty insurance segment, revenues associated with the initial year of coverage in the home warranty operations are impacted by volatility in residential purchase transactions. Traditionally, the greatest volume of real estate activity, particularly residential purchase activity, has occurred in the spring and summer months. However, changes in interest rates, as well as other changes in general economic conditions in the United States and abroad, can cause fluctuations in the traditional pattern of real estate activity.

The Company’s total revenues for 2022 were $7.6 billion, which reflected a decrease of $1.6 billion, or 17.5%, when compared with $9.2 billion for 2021. This decrease was primarily attributable to decreases in direct premiums and escrow fees of $513 million, or 14.3%, agent premiums of $209 million, or 5.6%, and information and other revenue of $67 million, or 5.5%. The Company’s total revenues for 2022 also included $516 million of net investment losses compared to $436 million of net investment gains for the prior year. The decrease in direct premiums and escrow fees attributable to the title insurance and services segment was $437 million, or 14.1%. Direct premiums and escrow fees in the title insurance and services segment from domestic residential refinance transactions and residential purchase transactions decreased $340 million, or 63.6% and $115 million, or 9.0%, respectively, in 2022 when compared to 2021. Direct premiums and escrow fees from domestic commercial transactions in the title insurance and services segment increased $16 million, or 1.6%, in 2022 when compared to 2021. Direct premiums and escrow fees in the title insurance and services segment from domestic commercial and residential purchase transactions increased $388 million, or 60.8%, and $235 million, or 22.5%, respectively, in 2021 when compared to 2020. Direct premiums and escrow fees in the title insurance and services segment from residential refinance transactions decreased $107 million, or 16.7%, in 2021 when compared to 2020.

According to the Mortgage Bankers Association’s January 19, 2023 Mortgage Finance Forecast (the “MBA Forecast”), residential mortgage originations in the United States (based on the total dollar value of the transactions) decreased 49.4% in 2022 when compared with 2021. According to the MBA Forecast, the dollar amount of purchase originations decreased 15.3% and refinance originations decreased 74.1%. This volume of domestic residential mortgage origination activity contributed to decreases in direct premiums and escrow fees for the Company’s direct title operations of 9.0% from domestic residential purchase transactions and 63.6% from domestic refinance transactions in 2022 when compared to 2021.

During 2022, the level of domestic title orders opened per day by the Company’s direct title operations decreased by 30.0% when compared to 2021. Also, during 2022, residential refinance opened orders per day, residential purchase opened orders per day and commercial opened orders per day decreased by 65.3%, 18.9%, and 8.8% when compared to 2021.

The Company recorded net investment losses of $516 million in 2022, which included unrealized losses of $329 million related to the Company’s venture investment portfolio. Investments within the Company’s venture portfolio are expected from time to time to cause material fluctuations in the Company’s results of operations due to the recognition of gains or losses in connection with observable price changes, such as from liquidity events, equity sales, price changes in investments that trade publicly, or from impairment charges, which changes can be volatile.

31

Title Insurance and Services

	2022			2021			2020			2022 vs. 2021						2021 vs. 2020
										$ Change			% Change			$ Change			% Change
	(dollars in millions)
Revenues
Direct premiums and escrow fees	$	2,663		$	3,100		$	2,490		$	(437	)		(14.1	)	$	610			24.5
Agent premiums		3,548			3,757			2,759			(209	)		(5.6	)		998			36.2
Information and other		1,127			1,203			1,001			(76	)		(6.3	)		202			20.2
Net investment income		359			188			199			171			91.0			(11	)		(5.5	)
Net investment (losses) gains		(150	)		72			86			(222	)		(308.3	)		(14	)		(16.3	)
		7,547			8,320			6,535			(773	)		(9.3	)		1,785			27.3
Expenses
Personnel costs		2,273			2,235			1,834			38			1.7			401			21.9
Premiums retained by agents		2,830			2,987			2,184			(157	)		(5.3	)		803			36.8
Other operating expenses		1,155			1,198			1,000			(43	)		(3.6	)		198			19.8
Provision for policy losses and other    claims		248			275			263			(27	)		(9.8	)		12			4.6
Depreciation and amortization		162			152			141			10			6.6			11			7.8
Premium taxes		87			94			70			(7	)		(7.4	)		24			34.3
Interest		34			21			17			13			61.9			4			23.5
		6,789			6,962			5,509			(173	)		(2.5	)		1,453			26.4
Income before income taxes	$	758		$	1,358		$	1,026		$	(600	)		(44.2	)	$	332			32.4
Pretax margin		10.0	%		16.3	%		15.7	%		(6.3	)%		(38.7	)		0.6	%		3.8

Direct premiums and escrow fees decreased $437 million, or 14.1%, in 2022 from 2021 and increased $610 million, or 24.5%, in 2021 from 2020. The decrease in direct premiums and escrow fees in 2022 from 2021 was primarily due to reductions in the number of domestic title orders closed by the Company’s direct title operations, partially offset increases in domestic average revenues per order. The increase in direct premiums and escrow fees in 2021 from 2020 was primarily due to an increase in the average domestic revenues per order closed. The domestic average revenues per order closed were $3,498, $2,718 and $2,232 for 2022, 2021 and 2020, respectively. The 28.7% increase in average revenues per order closed in 2022 from 2021 was primarily due to a shift in mix from lower premium residential refinance transactions to higher premium commercial transactions, home price appreciation and, to a lesser extent, higher average revenues per order from residential purchase transactions due primarily to recent acquisitions of escrow companies, which have contributed escrow revenue to the numerator when determining average revenues per order without a corresponding title order included in the denominator. The 21.8% increase in average revenues per order closed in 2021 from 2020 was primarily due to higher average revenues per order from commercial transactions, higher average revenues per order from residential purchase products due to higher residential real estate values and, to a lesser extent, a shift in the mix of direct revenues generated from higher premium commercial products from lower premium residential refinance products. The Company’s direct title operations closed 695,900, 1,050,700 and 1,043,800 domestic title orders during 2022, 2021 and 2020, respectively. The 33.8% decrease in orders closed in 2022 from 2021 and the 0.7% increase in orders closed in 2021 from 2020 were generally consistent with the changes in residential mortgage origination activity in the United States as reported in the MBA Forecast.

Agent premiums decreased $209 million, or 5.6%, in 2022 from 2021 and increased $998 million, or 36.2%, in 2021 from 2020. Agent premiums are recorded when notice of issuance is received from the agent, which is generally when cash payment is received by the Company. As a result, there is generally a delay between the agent’s issuance of a title policy and the Company’s recognition of agent premiums. Therefore, full year agent premiums typically reflect mortgage origination activity from the fourth quarter of the prior year through the third quarter of the current year. The decrease in agent premiums in 2022 from 2021 was generally consistent with the 1.3% decrease in the Company’s direct premiums and escrow fees in the twelve months ended September 30, 2022 as compared with the twelve months ended September 30, 2021. The increase in agent premiums in 2021 from 2020 was generally consistent with the 28.9% increase in the Company’s direct premiums and escrow fees in the twelve months ended September 30, 2021 as compared with the twelve months ended September 30, 2020.

Information and other revenues primarily consist of revenues generated from fees associated with title search and related reports, title and other real property records and images, other non-insured settlement services and risk mitigation products and services. These revenues generally trend with direct premiums and escrow fees but are typically less volatile since a portion of the revenues are subscription based and do not fluctuate with transaction volumes.

32

Information and other revenues decreased $76 million, or 6.3%, in 2022 from 2021 and increased $202 million, or 20.2%, in 2021 from 2020. Excluding the $142 million impact from recent acquisitions for the year ended December 31, 2022, information and other revenues decreased $218 million, or 18.2% in 2022 compared to 2021. The decrease in information and other revenues in 2022 from 2021, adjusted for the impact of recent acquisitions, was primarily due to decreased demand for the Company’s information products, post-close services and document generation services. The increase in information and other revenues in 2021 from 2020 was primarily attributable to strength in the purchase and commercial markets that led to higher demand for the Company’s information products, the impact of acquisitions totaling $35 million for 2021, an increase in demand for the Company’s post-close services and an increase in demand for the Company’s default information products as a result of an increase in loss mitigation activities.

Net investment income increased $171 million, or 91.0%, in 2022 from 2021 and decreased $11 million, or 5.5%, in 2021 from 2020. The increase in 2022 from 2021 was primarily attributable to higher short-term interest rates in the Company’s investment portfolio and escrow, like-kind exchange and subservicing deposits. The decrease in 2021 from 2020 was primarily attributable to lower short-term interest rates which drove lower income from the Company’s cash balances, escrow balances, and tax-deferred property exchange business, partially offset by increases in interest income from the Company’s warehouse lending business and investment portfolio due to higher balances.

Net investment losses of $150 million for 2022 were primarily attributable to losses recognized on sales of debt securities and changes in the fair values of marketable equity securities, partially offset by a $52 million gain realized on the sale of an investment in a title insurance business. Net investment gains were $72 million for 2021 and were primarily from increases in the fair values of marketable equity securities totaling $57 million and from sales of debt securities totaling $15 million. Net investment gains totaled $86 million for 2020 and were primarily from increases in the fair values of marketable equity securities of $39 million and gains from the sales of debt securities. Net investment gains for 2020 also included gains recognized on certain non-marketable equity securities.

Direct operations in the title insurance and services segment are labor intensive; accordingly, a major expense component is personnel costs. Labor costs are driven by two primary considerations: the need to optimize staffing levels to match the level of corresponding or anticipated new orders and the need to provide quality service. The Company continues to closely monitor order volumes and related staffing levels and adjusts staffing levels as considered necessary. The Company’s direct title operations opened 895,500, 1,275,000 and 1,470,900 domestic title orders in 2022, 2021 and 2020, respectively, representing a decrease of 29.8% in 2022 from 2021 and 13.3% in 2021 from 2020.

Personnel costs increased $38 million, or 1.7%, in 2022 from 2021 and $401 million, or 21.9%, in 2021 from 2020. Excluding the $205 million impact from recent acquisitions for year ended December 31, 2022, personnel expenses decreased $167 million, or 7.5% in 2022 compared to 2021. The decrease in 2022, adjusted for the impact of recent acquisitions, was due to lower incentive compensation resulting from lower revenue and profitability, lower expense related to the Company’s 401(k) savings plan match and lower overtime expense, partially offset by higher severance expense. The increase in personnel costs in 2021 from 2020 was primarily attributable to higher incentive compensation, salaries, employee benefits including 401(k) savings plan match, and payroll taxes resulting from the higher headcount and costs associated with the increase in revenues and profitability. Personnel costs included severance expenses of $35 million, $5 million, and $6 million for 2022, 2021, and 2020, respectively.

A summary of premiums retained by agents and agent premiums is as follows:

	2022			2021			2020
	(dollars in millions)
Premiums retained by agents	$	2,830		$	2,987		$	2,184
Agent premiums	$	3,548		$	3,757		$	2,759
% retained by agents		79.8	%		79.5	%		79.2	%

The premium split between underwriter and agents is in accordance with the respective agency contracts and can vary from region to region due to divergences in real estate closing practices and state regulations. As a result, the percentage of title premiums retained by agents can vary due to the geographic mix of revenues from agency operations. The changes in the percentage of title premiums retained by agents in 2022 from 2021 and in 2021 from 2020 were primarily due to changes in the geographic mix of agency revenues.

Other operating expenses decreased $43 million, or 3.6%, in 2022 from 2021 and increased $198 million, or 19.8%, in 2021 from 2020. Excluding the $80 million impact from recent acquisitions for the year ended December 31, 2022, other

33

operating expenses decreased $123 million, or 10.3% in 2022 compared to 2021. The decrease in 2022, adjusted for the impact of recent acquisitions, was due to lower production expense due to lower transaction volumes, partially offset by higher software expense. The increase in 2021 from 2020 was primarily attributable to higher production related costs due to higher transaction volumes in the Company’s commercial, default and international businesses, higher software expense and higher professional services.

The provision for policy losses and other claims, expressed as a percentage of title insurance premiums and escrow fees, was 4.0% for 2022 and 2021, and 5.0% for 2020.

The current year rate of 4.0% reflects the ultimate loss rate for the current policy year and no change in loss reserve estimates for prior policy years.

As of December 31, 2022, the IBNR claims reserve for the title insurance and services segment was $1.2 billion, which reflected management’s best estimate. The Company’s internal actuary determined a range of reasonable estimates of $995 million to $1.2 billion. The range limits are $212 million below and $36 million above management’s best estimate, respectively, and represent an estimate of the range of variation among reasonable estimates of the IBNR reserve. Actuarial estimates are sensitive to assumptions used in models, as well as the structures of the models themselves, and to changes in claims payment and incurral patterns, which can vary materially due to economic conditions, among other factors.

The 2021 rate of 4.0% reflected the ultimate loss rate for policy year 2021 and no change in loss reserve estimates for prior policy years.

The 2020 rate of 5.0% reflected the ultimate loss rate of 4.5% for policy year 2020 and a net increase in loss reserve estimates for prior policy years of 0.5%, or $26 million.

Depreciation and amortization expense increased $10 million, or 6.6%, in 2022 from 2021 and $11 million, or 7.8%, in 2021 from 2020. The increase in depreciation and amortization expense in 2022 from 2021 was primarily attributable to higher amortization of software and intangible assets related to recent acquisitions. The increase in depreciation and amortization expense in 2021 from 2020 was primarily attributable to higher amortization of software and other intangible assets related to acquisitions.

Insurers generally are not subject to state income or franchise taxes. However, in lieu thereof, a premium tax is imposed on certain operating revenues, as defined by statute. Tax rates and bases vary from state to state; accordingly, the total premium tax burden is dependent upon the geographical mix of operating revenues. The Company’s noninsurance subsidiaries are subject to state income tax and do not pay premium tax. Accordingly, the Company’s total tax burden at the state level for the title insurance and services segment is composed of a combination of premium taxes and state income taxes. Premium taxes as a percentage of title insurance premiums and escrow fees were 1.4%, 1.4% and 1.3% for 2022, 2021 and 2020, respectively.

Interest expense increased $13 million, or 61.9%, in 2022 from 2021 and $4 million, or 23.5%, in 2021 from 2020. The increase in 2022 from 2021 was primarily attributable to higher deposit balances at the Company's banking operations. The increase in 2021 from 2020 was primarily attributable to an increase in interest paid on secured financings payable due to higher average balances outstanding.

Pretax margins for the title insurance business reflect the high cost of performing the essential services required before insuring title, whereas the corresponding revenues are subject to regulatory and competitive pricing restraints. Due to the relatively high proportion of fixed costs in the title insurance business, pretax margins generally improve as closed order volumes increase. Pretax margins are also impacted by (1) net investment income and net investment gains and losses, which may not move in the same direction as closed order volumes, (2) the composition (residential or commercial) and type (resale, refinancing or new construction) of real estate activity and (3) the percentage of title insurance premiums generated by agency operations as margins from direct operations are generally higher than from agency operations due primarily to the large portion of the premium that is retained by the agent. The title insurance and services segment recorded pretax margins of 10.0%, 16.3% and 15.7% for 2022, 2021 and 2020, respectively.

34

Specialty Insurance

	2022			2021			2020			2022 vs. 2021						2021 vs. 2020
										$ Change			% Change			$ Change			% Change
	(dollars in millions)
Revenues
Direct premiums	$	422		$	498		$	498		$	(76	)		(15.3	)	$	—			—
Information and other		22			13			13			9			69.2			—			—
Net investment income		6			7			9			(1	)		(14.3	)		(2	)		(22.2	)
Net investment (losses) gains		(13	)		23			12			(36	)		(156.5	)		11			91.7
		437			541			532			(104	)		(19.2	)		9			1.7
Expenses
Personnel costs		81			90			86			(9	)		(10.0	)		4			4.7
Other operating expenses		82			89			83			(7	)		(7.9	)		6			7.2
Provision for policy losses and other    claims		238			314			317			(76	)		(24.2	)		(3	)		(0.9	)
Depreciation and amortization		5			6			8			(1	)		(16.7	)		(2	)		(25.0	)
Impairment losses on exit of business		—			—			55			—			—			(55	)		(100.0	)
Premium taxes		4			6			8			(2	)		(33.3	)		(2	)		(25.0	)
		410			505			557			(95	)		(18.8	)		(52	)		(9.3	)
Income (loss) before income taxes	$	27		$	36		$	(25	)	$	(9	)		(25.0	)	$	61			244.0
Pretax margin		6.2	%		6.7	%		(4.7	)%		(0.5	)%		(7.5	)		11.4	%		242.6

Direct premiums decreased $76 million, or 15.3% in 2022 compared to 2021 and were flat in 2021 compared to 2020. The decrease in 2022 from 2021 was primarily due to a reduction in direct premiums in the property and casualty insurance business of $89 million, reflecting the Company’s wind-down of the business. Direct premiums in the home warranty business increased $13 million in 2022 from 2021 and was primarily driven by an increase in the average price charged per contract, increases in renewals within the direct-to-consumer channel and from a shift in expected claims experience resulting from a return to pre-pandemic levels. Direct premiums in the home warranty business increased by $29 million, or 7.7%, in 2021 from 2020 driven by an increase in the number of home warranty residential service contracts issued and an increase in the average price charged per contract, which was offset by a $29 million decline in direct premiums in the property and casualty insurance business.

Net investment losses were $13 million for 2022 primarily due to losses recognized on sales of debt securities and from decreases in the fair values of marketable equity securities. Net investment gains were $23 million for 2021 and were primarily from the sale of the Company’s property and casualty insurance agency operations and from sales of debt and equity securities. Net investment gains were $12 million for 2020 and were primarily from increases in the fair values of marketable equity securities of $7 million and also from the sale of real estate.

Personnel costs and other operating expenses decreased $16 million, or 8.9%, in 2022 from 2021 and increased $10 million, or 5.9%, in 2021 from 2020. The decrease in 2022 from 2021 was primarily attributable to decreases in deferred policy costs and lower agent commission expense in the property and casualty insurance business, incentive compensation, software expense, lower expense related to the Company’s 401(k) savings plan match and salary expense, partially offset by higher advertising expense in the home warranty business. The increase in 2021 from 2020 was primarily attributable to an increase in deferred policy acquisition costs in the property and casualty insurance business, higher offshore vendor expense due to higher volumes in the home warranty business, higher incentive compensation, higher employee benefits expense due to an increase in the Company’s 401(k) saving plan match and higher advertising expense, offset by lower agent commissions.

The provision for home warranty claims, expressed as a percentage of home warranty premiums, was 51.3% in 2022, 54.5% in 2021 and 53.0% in 2020. The decrease in the claims rate in 2022 from 2021 was primarily attributable to lower claims frequency, partially offset by higher claims severity. The increase in the claims rate in 2021 from 2020 was primarily attributable to higher claims severity driven by increases in the costs of equipment, parts and the use of out of network contractors.

The Company's property and casualty business was in the final stages of its wind-down in 2022.

The property and casualty insurance business recorded revenues of $18 million, $119 million and $138 million for 2022, 2021, and 2020, respectively. Losses before income taxes for 2022 and 2020 were $18 million and $86 million, respectively. Loss before income taxes for 2021, which was partially offset by a gain of $12 million from the sale of the agency operations during 2021, was $17 million.

35

Premium taxes, expressed as a percentage of specialty insurance direct premiums, were 0.9% in 2022, 1.2% in 2021 and 1.6% in 2020.

A large part of the revenues for the specialty insurance segment are generated by renewals and are not dependent on the level of real estate activity in the year of renewal. With the exception of policy losses, the majority of the expenses for this segment are variable in nature and, therefore, generally fluctuate with revenue. Accordingly, pretax margins (before policy losses) are relatively constant, although as a result of some fixed expenses, profit margins (before policy losses) should nominally improve as premium revenues increase. Pretax margins are also impacted by net investment income and net investment gains and losses, which may not move in the same direction as premium revenues. The specialty insurance segment recorded pretax margins for 2022 and 2021 of 6.2% and 6.7%, respectively, and, for 2020, recorded a pretax margin loss of (4.7)%.

Corporate

	2022			2021		2020			2022 vs. 2021						2021 vs. 2020
									$ Change			% Change			$ Change		% Change
	(dollars in millions)
Revenues
Net investment (losses) income	$	(23	)	$	21	$	14		$	(44	)		(209.5	)	$	7		50.0
Net investment (losses) gains		(353	)		341		7			(694	)		(203.5	)		334	NM1
		(376	)		362		21			(738	)		(203.9	)		341	NM1
Expenses
Personnel costs		(14	)		25		21			(39	)		(156.0	)		4		19.0
Other operating expenses		36			37		37			(1	)		(2.7	)		—		—
Interest		61			52		41			9			17.3			11		26.8
		83			114		99			(31	)		(27.2	)		15		15.2
(Loss) income before income taxes	$	(459	)	$	248	$	(78	)	$	(707	)		(285.1	)	$	326		417.9

(1)Not meaningful

Net investment losses totaled $23 million in 2022, and net investment income totaled $21 million and $14 million in 2021 and 2020, respectively. The changes in net investment income for all three years were primarily attributable to fluctuations in earnings and losses on investments associated with the Company’s deferred compensation plan.

Net investment losses of $353 million for 2022 were primarily attributable to impairment charges of $140 million related to venture portfolio investments and $191 million in unrealized losses related to the Company’s investment in Offerpad Solutions Inc. (“Offerpad”). Net investment gains of $341 million for 2021 included unrealized gains of $210 million related to venture portfolio investments and unrealized gains of $121 million resulting from an increase in fair value of the company’s investment in Offerpad. Net investment gains totaled $7 million for 2020 and were primarily from the sale of real estate.

Personnel costs and other operating expenses were $22 million, $62 million and $58 million in 2022, 2021 and 2020, respectively. The decrease in 2022 when compared to 2021 was primarily attributable to lower expenses, which reflects lower returns on participant investments within the Company’s deferred compensation plan. The increase in 2021 when compared to 2020 was primarily attributable to higher expenses reflecting higher returns on participant investments within the Company’s deferred compensation plans.

Interest expense increased $9 million, or 17.3%, in 2022 from 2021 and $11 million, or 26.8%, in 2021 from 2020. The increases in 2022 and 2021 were due to the additional interest accrued on the $650 million of 2.4% senior unsecured notes issued by the Company in August 2021 and the increase in 2021 was also due to the $450 million of 4.00% senior unsecured notes issued by the Company in May 2020.

Eliminations

The Company’s inter-segment eliminations were not material for 2022, 2021 and 2020.

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Income Taxes

The Company's actual income tax expense differs from the expense computed by applying the federal income tax rate of 21% for 2022, 2021 and 2020. A reconciliation of these differences is as follows:

	Year ended December 31,
	2022					2021					2020
	(dollars in millions)
Taxes calculated at federal rate	$	68		21.0	%	$	345		21.0	%	$	194		21.0	%
State taxes, net of federal benefit		(5	)	(1.5	)		48		2.9			22		2.4
Change in liability for tax positions		(1	)	(0.3	)		—		—			—		—
Foreign income taxed at different rates		2		0.6			1		0.1			5		0.6
Unremitted foreign earnings		—		—			1		0.1			(2	)	(0.2	)
Other items, net		(3	)	(1.1	)		(2	)	(0.2	)		4		0.3
	$	61		18.7	%	$	393		23.9	%	$	223		24.1	%

The Company’s effective income tax rates (income tax expense as a percentage of income before income taxes) were 18.7% for 2022, 23.9% for 2021 and 24.1% for 2020. The differences in the effective tax rates year over year are typically due to changes in state and foreign income taxes resulting from fluctuations in the Company’s noninsurance and foreign subsidiaries’ contributions to pretax income and changes in the ratio of permanent differences to income before income taxes. The effective tax rate for 2022 also reflects the recognition of losses and impairments on equity securities and benefits from the resolution of state tax matters from prior years. The effective tax rates for 2021 and 2020 also reflect benefits related to foreign tax law changes and, for 2020, also reflects the impairment of nondeductible goodwill related to the Company’s wind-down of its property and casualty insurance business.

Net Income and Net Income Attributable to the Company

Net income and per share information are summarized as follows:

	Year ended December 31,
	2022		2021		2020
	(in millions, except per share amounts)
Net income attributable to the Company	$	263	$	1,241	$	696
Net income per share attributable to the Company’s    stockholders (1):
Basic	$	2.46	$	11.18	$	6.18
Diluted	$	2.45	$	11.14	$	6.16
Weighted-average common shares outstanding:
Basic		107.0		111.0		112.7
Diluted		107.3		111.4		113.0

(1)Net income per share may not recalculate due to rounding.

See Note 15 Earnings Per Share to the consolidated financial statements for further discussion of earnings per share.

37

Liquidity and Capital Resources

Cash requirements. The Company generates cash primarily from sales of its products and services and from investment income. The Company’s current cash requirements include operating expenses, taxes, payments of principal and interest on its debt, capital expenditures, dividends on its common stock, and may include business acquisitions, investments in private companies (primarily those in the venture-stage) and repurchases of its common stock. Management forecasts the cash needs of the holding company and its primary subsidiaries and regularly reviews their short-term and long-term projected sources and uses of funds, as well as the asset, liability, investment and cash flow assumptions underlying such forecasts. Based on the Company’s ability to generate cash flows from operations, its liquid-asset position and amounts available on its revolving credit facility, management believes that its resources are sufficient to satisfy its anticipated operational cash requirements and obligations for at least the next twelve months.

The substantial majority of the Company’s business is dependent upon activity in the real estate and mortgage markets, which are cyclical and seasonal. Periods of increasing interest rates and reduced mortgage financing availability generally have an adverse effect on residential real estate activity and therefore typically decrease the Company’s revenues. In contrast, periods of declining interest rates and increased mortgage financing availability generally have a positive effect on residential real estate activity, which typically increases the Company’s revenues. Residential purchase activity is typically slower in the winter months with increased volumes in the spring and summer months. Residential refinance activity is typically more volatile than purchase activity and is highly impacted by changes in interest rates. Commercial real estate volumes are less sensitive to changes in interest rates but fluctuate based on local supply and demand conditions for space and mortgage financing availability.

Cash provided by operating activities totaled $780 million, $1.2 billion and $1.1 billion for 2022, 2021 and 2020, respectively, after claim payments, net of recoveries, of $434 million, $482 million and $471 million, respectively. The principal nonoperating uses of cash and cash equivalents for 2022, 2021 and 2020 were advances and repayments under secured financing agreements, purchases of debt and equity securities, repurchases of company shares, acquisitions, capital expenditures and dividends to common stockholders. The most significant nonoperating sources of cash and cash equivalents for 2022, 2021 and 2020 were borrowings and collections under secured financing agreements, proceeds from the sales and maturities of debt and equity securities, and for 2021 and 2020, proceeds from issuance of unsecured senior notes. In addition, the increase in deposits at the Company’s banking operations for 2022 and 2021 also reflected a nonoperating source of cash and cash equivalents. The net effect of all activities on total cash and cash equivalents were decreases of $4 million, $47 million and $211 million for 2022, 2021 and 2020, respectively.

The Company continually assesses its capital allocation strategy, including decisions relating to dividends, stock repurchases, capital expenditures, acquisitions and investments. In August 2022, the quarterly cash dividend was increased to 52 cents per common share, representing an 2% increase. The dividend increase was effective beginning with the September 2022 dividend. Management expects that the Company will continue to pay quarterly cash dividends at or above the current level. The timing, declaration and payment of future dividends, however, falls within the discretion of the Company’s board of directors and will depend upon many factors, including the Company’s financial condition and earnings, the capital requirements of the Company’s businesses, restrictions imposed by applicable law and any other factors the board of directors deems relevant from time to time.

In June 2022, the Company’s board of directors approved a new share repurchase plan and terminated its prior share repurchase plan. The Company’s new share repurchase plan authorizes the repurchase of up to $400 million of the Company’s common stock, of which $287 million remained as of December 31, 2022. Purchases may be made from time to time by the Company in the open market at prevailing market prices or in privately negotiated transactions. During the year ended December 31, 2022, the Company repurchased and retired, under both the Company’s prior authorization and the current authorization, 7.5 million shares of its common stock for a total purchase price of $441 million and, as of December 31, 2022, had cumulatively repurchased and retired 10.4 million shares of its common stock for a total purchase price of $598 million.

During the year ended December 31, 2022, the Company completed acquisitions for an aggregate purchase price of $311 million in cash.

38

Holding company. First American Financial Corporation is a holding company that conducts all of its operations through its subsidiaries. The holding company’s current cash requirements include payments of principal and interest on its debt, taxes, payments in connection with employee benefit plans, dividends on its common stock and other expenses. The holding company is dependent upon dividends and other payments from its operating subsidiaries to meet its cash requirements. The Company’s target is to maintain a cash balance at the holding company equal to at least twelve months of estimated cash requirements. At certain points in time, the actual cash balance at the holding company may vary from this target due to, among other factors, the timing and amount of cash payments made and dividend payments received. Pursuant to insurance and other regulations under which the Company’s insurance subsidiaries operate, the amounts of dividends, loans and advances available to the holding company are limited, principally for the protection of policyholders. As of December 31, 2022, under such regulations, the maximum amounts available to the holding company from its insurance subsidiaries in 2023, without prior approval from applicable regulators, were dividends of $689 million and loans and advances of $113 million. However, the timing and amount of dividends paid by the Company’s insurance subsidiaries to the holding company falls within the discretion of each insurance subsidiary’s board of directors and will depend upon many factors, including the level of total statutory capital and surplus required to support minimum financial strength ratings by certain rating agencies. Such restrictions have not had, nor are they expected to have, an impact on the holding company’s ability to meet its cash obligations.

As of December 31, 2022, the holding company’s sources of liquidity included $597 million of cash and cash equivalents and $700 million available on the Company’s revolving credit facility. Management believes that liquidity at the holding company is sufficient to satisfy anticipated cash requirements and obligations for at least the next twelve months.

On February 1, 2023, the Company repaid its $250 million 4.30% senior unsecured notes, upon maturity, through available cash at the holding company.

Financing. The Company maintains a credit agreement with JPMorgan Chase Bank, N.A. in its capacity as administrative agent and the lenders party thereto. The credit agreement, which is comprised of a $700 million revolving credit facility, includes an expansion option that permits the Company, subject to satisfaction of certain conditions, to increase the revolving commitments and/or add term loan tranches in an aggregate amount not to exceed $350 million. Unless terminated earlier, the credit agreement will terminate on April 30, 2024. The obligations of the Company under the credit agreement are neither secured nor guaranteed. Proceeds under the credit agreement may be used for general corporate purposes. At December 31, 2022, the Company had no outstanding borrowings under the facility.

At the Company’s election, borrowings of revolving loans under the credit agreement bear interest at (a) the Alternate Base Rate plus the applicable spread or (b) until LIBOR is discontinued, the Adjusted LIBOR rate plus the applicable spread (in each case as defined in the credit agreement). The Company may select interest periods of one, two, three or six months or (if agreed to by all lenders) such other number of months for Eurodollar borrowings of loans. The applicable spread varies depending upon the debt rating assigned by Moody’s Investor Service, Inc., Standard & Poor’s Rating Services and/or Fitch Ratings Inc. The minimum applicable spread for Alternate Base Rate borrowings is 0.25% and the maximum is 1.00%. The minimum applicable spread for Adjusted LIBOR rate borrowings is 1.25% and the maximum is 2.00%. The rate of interest on any term loans incurred in connection with the expansion option will be established at or about the time such loans are made and may differ from the rate of interest on revolving loans.

The credit agreement includes representations and warranties, reporting covenants, affirmative covenants, negative covenants, financial covenants and events of default customary for financings of this type. Upon the occurrence of an event of default the lenders may accelerate the loans. Upon the occurrence of certain insolvency and bankruptcy events of default the loans will automatically accelerate. As of December 31, 2022, the Company was in compliance with the financial covenants under the credit agreement.

In addition to amounts available under its credit facility, certain subsidiaries of the Company maintain separate financing arrangements. The primary financing arrangements maintained by subsidiaries of the Company are as follows:

•FirstFunding, Inc., a specialized warehouse lender to correspondent mortgage lenders, maintains secured warehouse lending facilities with several banking institutions. At December 31, 2022, outstanding borrowings under these facilities totaled $366 million.

•First American Trust, FSB (“FA Trust”), a federal savings bank, maintains a secured line of credit with the Federal Home Loan Bank and federal funds lines of credit with certain correspondent institutions. In addition, FA Trust is a party to master repurchase agreements under which securities may be loaned or sold. At December 31, 2022, no amounts were outstanding under any of these facilities.

39

•First Canadian Title Company Limited, a Canadian title insurance and services company, maintains credit facilities with certain Canadian banking institutions. At December 31, 2022, no amounts were outstanding under these facilities.

The Company’s debt to capitalization ratios were 30.0% and 27.4% at December 31, 2022 and 2021, respectively. The Company’s adjusted debt to capitalization ratios, excluding secured financings payable of $366 million and $538 million and accumulated other comprehensive loss of $868 million and $92 million at December 31, 2022 and 2021, were 22.9% and 21.9%, respectively.

Investment portfolio. The Company maintains a high quality, liquid investment portfolio that is primarily held at its insurance and banking subsidiaries. As of December 31, 2022, 97% of the Company’s investment portfolio consisted of debt securities, of which 67% were either United States government-backed or rated AAA and 98% were either rated or classified as investment grade. Percentages are based on the estimated fair values of the securities. Credit ratings reflect published ratings obtained from globally recognized securities rating agencies. If a security was rated differently among the rating agencies, the lowest rating was selected. For further information on the credit quality of the Company’s debt securities portfolio at December 31, 2022, see Note 3 Debt Securities to the consolidated financial statements.

In addition to its debt and marketable equity securities portfolio, the Company maintains investments in non-marketable equity securities and securities accounted for under the equity method. For further information on the Company’s equity securities, see Note 4 Equity Securities to the consolidated financial statements.

Capital expenditures. Capital expenditures, which are primarily related to software development costs and purchases of property and equipment and software licenses, totaled $275 million, $172 million and $121 million for 2022, 2021 and 2020, respectively.

Off-balance sheet arrangements. The Company administers escrow deposits and trust assets as a service to its direct customers. Escrow deposits totaled $10.0 billion and $10.8 billion at December 31, 2022 and 2021, respectively, of which $4.6 billion and $4.8 billion, respectively, were held at FA Trust. The remaining deposits were held at third-party financial institutions.

Trust assets held or managed by FA Trust totaled $4.1 billion and $4.6 billion at December 31, 2022 and 2021, respectively. Escrow deposits held at third-party financial institutions and trust assets are not considered assets of the Company and, therefore, are not included in the accompanying consolidated balance sheets. All such amounts are placed in deposit accounts insured, up to applicable limits, by the Federal Deposit Insurance Corporation. The Company could be held contingently liable for the disposition of these assets.

In conducting its operations, the Company often holds customers’ assets in escrow, pending completion of real estate transactions and, as a result, the Company has ongoing programs for realizing economic benefits with various financial institutions. The results from these programs are included as income or a reduction in expense, as appropriate, in the consolidated statements of income based on the nature of the arrangement and benefit received.

The Company facilitates tax-deferred property exchanges for customers pursuant to Section 1031 of the Internal Revenue Code and tax-deferred reverse exchanges pursuant to Revenue Procedure 2000-37. As a facilitator and intermediary, the Company holds the proceeds from sales transactions and takes temporary title to property identified by the customer to be acquired with such proceeds. Upon the completion of each such exchange, the identified property is transferred to the customer or, if the exchange does not take place, an amount equal to the sales proceeds or, in the case of a reverse exchange, title to the property held by the Company is transferred to the customer. Like-kind exchange funds administered by the Company totaled $2.8 billion and $6.0 billion at December 31, 2022 and 2021, respectively. The like-kind exchange deposits are held at third-party financial institutions and, due to the structure utilized to facilitate these transactions, the proceeds and property are not considered assets of the Company and, therefore, are not included in the accompanying consolidated balance sheets. All such amounts are placed in deposit accounts insured, up to applicable limits, by the Federal Deposit Insurance Corporation. The Company could be held contingently liable to the customer for the transfers of property, disbursements of proceeds and the returns on such proceeds.

In conducting its residential mortgage loan subservicing operations, the Company administers cash deposits on behalf of its clients. Cash deposits totaled $1.1 billion at December 31, 2022, of which $0.7 billion were held at FA Trust. The remaining deposits were held at third-party financial institutions. Cash deposits totaled $0.4 billion at December 31, 2021, all of which were held at third-party financial institutions. Cash deposits held at third-party financial institutions are not considered assets of the Company and, therefore, are not included in the accompanying consolidated balance sheets. All such amounts are placed

40

in deposit accounts insured, up to applicable limits, by the Federal Deposit Insurance Corporation. The Company could be held contingently liable for the disposition of these assets. In connection with certain accounts, the Company has ongoing programs for realizing economic benefits with various financial institutions whereby it earns economic benefits either as income or as a reduction in expense.

Deposit balances held at FA Trust are temporarily invested in cash and cash equivalents and debt securities, with offsetting liabilities included in deposits in the accompanying consolidated balance sheets.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The Company’s assets and liabilities include financial instruments subject to the risk of loss from adverse changes in market rates and prices. The Company’s primary market risk exposures relate to interest rate risk, equity price risk, foreign currency risk and credit risk.

The Company manages its primary market risk exposures through an investment committee made up of certain senior executives which is advised by an experienced investment management staff.

While the hypothetical scenarios below are considered to be near-term reasonably possible changes demonstrating potential risk, they are for illustrative purposes only and do not reflect the Company’s expectations about future market changes.

Interest Rate Risk

The Company monitors its risk associated with fluctuations in interest rates and makes investment decisions to manage accordingly. The Company does not currently use derivative financial instruments in any material amount to hedge these risks.

The Company’s exposure to interest rate changes primarily results from the Company’s significant portfolio of debt securities, which includes a high proportion of fixed-income securities, and from its financing activities. In general, the fair value of a fixed-income security increases or decreases inversely with a change in market interest rates. The Company also considers its investments in preferred stock to be exposed to interest rate risk. The fair values of the Company’s debt securities portfolio at December 31, 2022 and 2021 were $8.2 billion and $9.4 billion, respectively. One means of assessing the exposure of the Company’s debt securities portfolio to interest rate changes is a duration-based analysis that measures the potential changes in fair value resulting from a hypothetical parallel and instantaneous shift in interest rates across all maturities. Under this model, with all other factors held constant, the Company estimates that increases in interest rates of 100 and 200 basis points could cause the fair value of its debt securities portfolio (including investments in preferred stock) at December 31, 2022 to decrease by approximately $392 million, or 4.8%, and $782 million, or 9.6%, respectively, and at December 31, 2021 to decrease by approximately $387 million, or 4.1%, and $817 million, or 8.7%.

With respect to adjustable-rate debt, the Company is primarily exposed to the effects of changes in prevailing interest rates through its variable-rate credit facility and its interest bearing escrow deposit liabilities. As of December 31, 2022 and 2021, the Company had no outstanding borrowings under the facility. Assuming the full utilization of available funds under the facility of $700 million at December 31, 2021 and 2020, and assuming that the borrowings were outstanding for the entire year, increases of 50 and 100 basis points in the prevailing interest rate on the Company’s credit facility would result in increases in interest expense of $4 million and $7 million for 2022 and 2021.

The Company’s interest bearing escrow and mortgage subservicing deposit liabilities totaled $3.3 billion and $2.8 billion at December 31, 2022 and 2021, respectively. These variable-rate customer savings accounts are subject to market rate fluctuations. The weighted-average interest rates were 0.50% and 0.10% for 2022 and 2021, respectively. Assuming increases in interest rates of 25 and 50 basis points and that the deposit amounts at December 31, 2022 and 2021 were held constant for the entire year, interest expense for 2022 would be higher by $8 million and $16 million, respectively, and 2021 would be higher by $7 million and $14 million, respectively.

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Equity Price Risk

The Company is also subject to equity price risk related to its marketable equity securities portfolio. The fair value of the Company’s marketable equity securities portfolio (excluding preferred stock of $11 million and $17 million) was $269 million and $640 million as of December 31, 2022 and 2021, respectively. Assuming broad-based declines in equity market prices of 10% and 20%, with all other factors held constant, the fair value of the Company’s marketable equity securities portfolio at December 31, 2022 could decrease by $27 million and $54 million, respectively, and at December 31, 2021 could decrease by $64 million and $128 million, respectively.

Foreign Currency Risk

Although the Company has exchange rate risk for its operations in certain foreign countries, this risk is not material to the Company’s financial condition or results of operations. The Company does not currently use derivative financial instruments in any material amount to hedge its foreign exchange risk.

Credit Risk

The Company’s debt securities portfolio is subject to credit risk. The Company manages its credit risk through actively monitoring issuer financial reports, credit spreads, security pricing and credit rating migration. Further, diversification and concentration limits by asset type and credit rating are established and monitored by the Company’s investment committee.

The Company holds a large concentration in U.S. government agency securities, including agency mortgage-backed securities. In the event of discontinued U.S. government support of its federal agencies, material credit risk could be observed in the portfolio. The Company views that scenario as unlikely but possible.

The Company’s debt securities portfolio maintains an average credit quality rating of AA. For further information on the credit quality of the Company’s debt securities portfolio at December 31, 2022, see Note 3 Debt Securities to the consolidated financial statements.

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Item 8. Financial Statements and Supplementary Data

INDEX

	Page No.
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)	44
Financial Statements:
Consolidated Balance Sheets as of December 31, 2022 and 2021	46
Consolidated Statements of Income for the years ended December 31, 2022, 2021 and 2020	47
Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021 and 2020	48
Consolidated Statements of Equity for the years ended December 31, 2022, 2021 and 2020	49
Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020	50
Notes to Consolidated Financial Statements
Financial Statement Schedules:
I. Summary of Investments—Other than Investments in Related Parties as of December 31, 2022	92
II. Condensed Financial Information of Registrant as of December 31, 2022 and 2021 and for the years ended December 31, 2022, 2021 and 2020	93
III. Supplementary Insurance Information as of December 31, 2022 and 2021 and for the years ended December 31, 2022, 2021 and 2020	98
IV. Reinsurance for the years ended December 31, 2022, 2021 and 2020	100
V. Valuation and Qualifying Accounts for the years ended December 31, 2022, 2021 and 2020	101

Financial statement schedules not listed are either omitted because they are not applicable or the required information is shown in the consolidated financial statements or in the notes thereto.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of First American Financial Corporation

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of First American Financial Corporation and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of income, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, 2022, including the related notes and financial statement schedules listed in the accompanying index (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial

44

statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of the Incurred But Not Reported Loss Reserve - Title Claims

As described in Notes 1 and 11 to the consolidated financial statements, as of December 31, 2022, approximately $1.207 billion of the Company’s reserve for known and incurred but not reported claims represented the incurred but not reported (“IBNR”) loss reserve balance for the title insurance and services segment. Management provides for title insurance losses through a charge to expense when the related premium revenue is recognized. The amount charged to expense is generally determined by applying a loss provision rate to total title insurance premiums and escrow fees. Management estimates the loss provision rate at the beginning of each year and reassesses the rate quarterly, which involves an evaluation of the results of an in-house actuarial review. The Company’s in-house actuary performs a reserve analysis utilizing generally accepted actuarial methods that incorporate cumulative historical claims experience and loss development factors. For recent policy years at early stages of development (generally the last three years), IBNR is generally estimated using a combination of expected loss rate and multiplicative loss development factor calculations. For more mature policy years, IBNR generally is estimated using multiplicative loss development factor calculations. Current economic and business trends are also reviewed and used in the reserve analysis. These include conditions in the real estate and mortgage markets, changes in residential and commercial real estate values, and changes in the levels of defaults and foreclosures that may affect claims levels and patterns of emergence, as well as any company-specific factors that may be relevant to past and future claims experience.

 

The principal considerations for our determination that performing procedures relating to the valuation of the IBNR loss reserve - title claims is a critical audit matter are the significant judgment by management when developing their estimate of the IBNR loss reserve, which in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence relating to the actuarial methods, which included significant assumptions related to loss development factors and expected loss rate. Also, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s valuation of the IBNR loss reserve - title claims, including controls over the selection of actuarial methods and development of significant assumptions related to loss development factors and expected loss rate. For certain product lines, these procedures also included, among others, the involvement of professionals with specialized skill and knowledge to assist in developing an independent estimate of the IBNR loss reserve for title claims, on a test basis, and comparison of this independent estimate to management’s actuarially determined reserve. Developing the independent estimate involved testing the completeness and accuracy of data provided by management. For other product lines, procedures also included, among others, testing the completeness and accuracy of data provided by management and the involvement of professionals with specialized skill and knowledge to assist in evaluating the appropriateness of management’s actuarial methods and evaluating the reasonableness of assumptions related to loss development factors and expected loss rate used in those methods.

/s/ PricewaterhouseCoopers LLP

Los Angeles, California

February 14, 2023

We have served as the Company’s auditor since 2009.

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FIRST AMERICAN FINANCIAL CORPORATION

AND SUBSIDIARY COMPANIES

CONSOLIDATED BALANCE SHEETS

(in millions, except for par values)

	December 31,
	2022			2021
ASSETS
Cash and cash equivalents	$	1,224		$	1,228
Accounts and accrued income receivable, less allowances of $21 and $14		367			441
Income taxes receivable		22			11
Investments:
Deposits with banks		63			58
Debt securities (amortized cost of $9,170 and $9,317; pledged of $86 and $91)		8,170			9,362
Equity securities		754			1,176
		8,987			10,596
Secured financings receivable		423			565
Property and equipment, net		637			506
Operating lease assets		248			249
Title plants and other indexes		640			587
Deferred income taxes		54			14
Goodwill		1,798			1,588
Other intangible assets, net		194			218
Other assets		361			448
	$	14,955		$	16,451
LIABILITIES AND EQUITY
Deposits	$	5,520		$	5,069
Accounts payable and accrued liabilities:
Accounts payable		51			87
Personnel costs		299			376
Pension costs and other retirement plans		381			494
Other		184			305
		915			1,262
Deferred revenue		197			224
Reserve for known and incurred but not reported claims		1,325			1,284
Income taxes payable		10			24
Deferred income taxes		19			345
Operating lease liabilities		269			274
Secured financings payable		366			538
Notes and contracts payable		1,646			1,648
		10,267			10,668
Commitments and contingencies (Note 21)
Stockholders’ equity:
Preferred stock, $0.00001 par value; Authorized—0.5 shares;    Outstanding—none		—			—
Common stock, $0.00001 par value; Authorized—300.0 shares;
Outstanding—103.2 shares and 109.7 shares		—			—
Additional paid-in capital		1,812			2,179
Retained earnings		3,721			3,680
Accumulated other comprehensive loss		(868	)		(92	)
Total stockholders’ equity		4,665			5,767
Noncontrolling interests		23			16
Total equity		4,688			5,783
	$	14,955		$	16,451

See Notes to Consolidated Financial Statements

46

FIRST AMERICAN FINANCIAL CORPORATION

AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF INCOME

(in millions, except per share amounts)

	Year Ended December 31,
	2022			2021		2020
Revenues:
Direct premiums and escrow fees	$	3,085		$	3,598	$	2,988
Agent premiums		3,548			3,757		2,759
Information and other		1,148			1,215		1,013
Net investment income		340			215		221
Net investment (losses) gains (realized of $(85), $20, $15)		(516	)		436		105
		7,605			9,221		7,086
Expenses:
Personnel costs		2,340			2,350		1,941
Premiums retained by agents		2,830			2,987		2,184
Other operating expenses		1,272			1,323		1,119
Provision for policy losses and other claims		486			589		580
Depreciation and amortization		167			158		149
Impairment losses on exit of business		—			—		55
Premium taxes		91			100		78
Interest		93			72		57
		7,279			7,579		6,163
Income before income taxes		326			1,642		923
Income taxes		61			393		223
Net income		265			1,249		700
Less: Net income attributable to noncontrolling interests		2			8		4
Net income attributable to the Company	$	263		$	1,241	$	696
Net income per share attributable to the Company’s stockholders:
Basic	$	2.46		$	11.18	$	6.18
Diluted	$	2.45		$	11.14	$	6.16
Cash dividends per share	$	2.06		$	1.94	$	1.78
Weighted-average common shares outstanding:
Basic		107.0			111.0		112.7
Diluted		107.3			111.4		113.0

See Notes to Consolidated Financial Statements

47

FIRST AMERICAN FINANCIAL CORPORATION

AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

	Year Ended December 31,
	2022				2021				2020
Net income	$	265			$	1,249			$	700
Other comprehensive income (loss), net of tax:
Unrealized (losses) gains on securities		(781	)			(143	)			88
Foreign currency translation adjustment		(42	)			(1	)			14
Pension benefit adjustment		47				12				(21	)
Total other comprehensive (loss) income, net of tax		(776	)	_		(132	)	_		81
Comprehensive (loss) income		(511	)			1,117				781
Less: Comprehensive income attributable to noncontrolling interests		2				8				4
Comprehensive (loss) income attributable to the Company	$	(513	)		$	1,109			$	777

See Notes to Consolidated Financial Statements

48

FIRST AMERICAN FINANCIAL CORPORATION

AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF EQUITY

(in millions)

	First American Financial Corporation Stockholders
	Shares			Common stock		Additional paid-in capital			Retained earnings			Accumulated other comprehensive income (loss)			Total stockholders’ equity			Noncontrolling interests			Total
Balance at December 31, 2019		112.5		$	—	$	2,300		$	2,161		$	(41	)	$	4,420		$	5		$	4,425
Net income		—			—		—			696			—			696			4			700
Dividends on common shares		—			—		—			(199	)		—			(199	)		—			(199	)
Repurchases of Company shares		(3.2	)		—		(139	)		—			—			(139	)		—			(139	)
Shares issued in connection with       share-based compensation		1.1			—		2			(3	)		—			(1	)		—			(1	)
Share-based compensation		—			—		52			—			—			52			—			52
Net activity related to       noncontrolling interests		—			—		—			—			—			—			3			3
Other comprehensive income		—			—		—			—			81			81			—			81
Balance at December 31, 2020		110.4			—		2,215			2,655			40			4,910			12			4,922
Net income		—			—		—			1,241			—			1,241			8			1,249
Dividends on common shares		—			—		—			(213	)		—			(213	)		—			(213	)
Repurchases of Company shares		(1.7	)		—		(99	)		—			—			(99	)		—			(99	)
Shares issued in connection with       share-based compensation		1.0			—		9			(3	)		—			6			—			6
Share-based compensation		—			—		54			—			—			54			—			54
Net activity related to       noncontrolling interests		—			—		—			—			—			—			(4	)		(4	)
Other comprehensive loss		—			—		—			—			(132	)		(132	)		—			(132	)
Balance at December 31, 2021		109.7			—		2,179			3,680			(92	)		5,767			16			5,783
Net income		—			—		—			263			—			263			2			265
Dividends on common shares		—			—		—			(217	)		—			(217	)		—			(217	)
Repurchases of Company shares		(7.5	)		—		(441	)		—			—			(441	)		—			(441	)
Shares issued in connection with       share-based compensation		1.0			—		7			(5	)		—			2			—			2
Share-based compensation		—			—		67			—			—			67			—			67
Net activity related to       noncontrolling interests		—			—		—			—			—			—			5			5
Other comprehensive loss		—			—		—			—			(776	)		(776	)		—			(776	)
Balance at December 31, 2022		103.2		$	—	$	1,812		$	3,721		$	(868	)	$	4,665		$	23		$	4,688

See Notes to Consolidated Financial Statements

49

FIRST AMERICAN FINANCIAL CORPORATION

AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

	Year Ended December 31,
	2022			2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	265		$	1,249		$	700
Adjustments to reconcile net income to cash provided by operating activities:
Provision for policy losses and other claims		486			589			580
Depreciation and amortization		167			158			149
Impairment losses on exit of business		—			—			55
Amortization of premiums and accretion of discounts on debt securities, net		19			47			39
Net investment losses (gains)		516			(436	)		(105	)
Share-based compensation		67			54			52
Equity in earnings of affiliates, net		(11	)		(7	)		(6	)
Dividends from equity method investments		11			12			7
Changes in assets and liabilities excluding effects of acquisitions and noncash    transactions:
Claims paid, including assets acquired, net of recoveries		(434	)		(482	)		(471	)
Net change in income tax accounts		(130	)		53			29
Decrease (increase) in accounts and accrued income receivable		83			(48	)		(53	)
(Decrease) increase in accounts payable and accrued liabilities		(266	)		115			130
(Decrease) increase in deferred revenue		(28	)		(47	)		19
Other, net		35			(37	)		(40	)
Cash provided by operating activities		780			1,220			1,085
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash effect of acquisitions/dispositions		(278	)		(187	)		(393	)
Net (increase) decrease in deposits with banks		(8	)		(15	)		1
Purchases of debt securities		(2,980	)		(6,138	)		(2,749	)
Proceeds from sales of debt securities		1,753			1,071			759
Proceeds from maturities of debt securities		1,171			1,864			1,630
Purchases of equity securities		(157	)		(198	)		(194	)
Proceeds from sales of equity securities		241			172			103
Net change in other investments		(7	)		(12	)		(11	)
Advances under secured financing agreements		(15,658	)		(25,926	)		(17,584	)
Collections of secured financings receivable		15,778			26,109			17,123
Capital expenditures		(260	)		(161	)		(114	)
Proceeds from sales of property and equipment		7			18			14
Proceeds from insurance settlement		3			10			—
Cash used for investing activities		(395	)		(3,393	)		(1,415	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in deposits		451			1,792			(60	)
Borrowings under secured financing agreements		15,533			24,602			15,442
Repayments of secured financings payable		(15,695	)		(24,594	)		(15,205	)
Net proceeds from issuance of unsecured senior notes		—			642			444
Borrowings under unsecured credit facility		—			—			120
Repayments of borrowings under unsecured credit facility		—			—			(280	)
Repayments of other notes and contracts payable		(7	)		(6	)		(6	)
Net activity related to noncontrolling interests		(2	)		(4	)		(3	)
Net proceeds (payments) in connection with share-based compensation		2			6			(1	)
Repurchases of Company shares		(441	)		(99	)		(139	)
Payments of cash dividends		(217	)		(213	)		(199	)
Cash (used for) provided by financing activities		(376	)		2,126			113
Effect of exchange rate changes on cash		(13	)		—			6
Net decrease in cash and cash equivalents		(4	)		(47	)		(211	)
Cash and cash equivalents—Beginning of year		1,228			1,275			1,486
Cash and cash equivalents—End of year	$	1,224		$	1,228		$	1,275
SUPPLEMENTAL INFORMATION:
Cash paid during the year for:
Interest	$	87		$	64		$	54
Premium taxes	$	113		$	86		$	72
Income taxes, less refunds of $2 and $3 in 2022 and 2020, respectively	$	189		$	339		$	193

See Notes to Consolidated Financial Statements

50

FIRST AMERICAN FINANCIAL CORPORATION

AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. Basis of Presentation and Significant Accounting Policies:

First American Financial Corporation (the “Company”), through its subsidiaries, is engaged in the business of providing financial services. The Company consists of the following reportable segments:

•The Company’s title insurance and services segment issues title insurance policies on residential and commercial property in the United States and offers similar or related products and services internationally. This segment also provides closing and/or escrow services; accommodates tax-deferred exchanges of real estate; provides products, services and solutions designed to mitigate risk or otherwise facilitate real estate transactions; maintains, manages and provides access to title plant data and records; provides appraisals and other valuation-related products and services; provides lien release, document custodial and default-related products and services; provides warehouse lending services; subservices mortgage loans; and provides banking, trust and wealth management services. The Company, through its principal title insurance subsidiary and such subsidiary’s affiliates, transacts its title insurance business through a network of direct operations and agents. Through this network, the Company issues policies in the 49 states that permit the issuance of title insurance policies, the District of Columbia and certain United States territories. The Company also offers title insurance, closing services and similar or related products and services, either directly or through third parties in other countries, including Canada, the United Kingdom, Australia, New Zealand, South Korea and various other established and emerging markets.

•The Company’s specialty insurance segment sells home warranty products including residential service contracts that cover residential systems, such as heating and air conditioning systems, and certain appliances against failures that occur as the result of normal usage during the coverage period. This business currently operates in 35 states and the District of Columbia.

The Company's property and casualty business was in the final stages of its wind-down in 2022.

•The Company’s corporate segment includes its investments in venture-stage companies, certain financing facilities and corporate services that support the Company’s business operations.

Principles of Consolidation

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) and reflect the consolidated operations of the Company. The consolidated financial statements include the accounts of First American Financial Corporation and all controlled subsidiaries. All significant intercompany transactions and balances have been eliminated. Equity investments in which the Company exercises significant influence, but does not control and is not the primary beneficiary, are accounted for using the equity method of accounting. Equity investments in which the Company does not exercise significant influence over the investee and without readily determinable fair values, or non-marketable equity securities, are accounted for at cost, less impairment, and are adjusted up or down for any observable price changes.

Use of estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the statements. Actual results could differ from the estimates and assumptions used.

Cash equivalents

The Company considers cash equivalents to include all unrestricted short-term investments that have an initial maturity of 90 days or less.

51

FIRST AMERICAN FINANCIAL CORPORATION

AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Accounts and accrued income receivable

Accounts receivable are generally due within thirty days and are recorded net of an allowance for credit losses. The Company considers accounts outstanding longer than the contractual payment terms as past due. The Company determines the allowance by considering a number of factors, including the length of time trade accounts receivable are past due, previous loss history, a specific customer’s ability to pay its obligations to the Company and the current condition, and future expectations, of the general economy and industry as a whole. Amounts are written off in the period in which they are deemed to be uncollectible.

The Company’s policy is to present accrued interest receivable on financial assets measured at amortized cost within accounts and accrued income receivable on the balance sheet. Accrued interest receivable at December 31, 2022 and 2021 totaled $17 million and $2 million, respectively. The Company has elected to not measure an allowance for credit losses for accrued interest receivable and maintains a policy that all receivables ninety days past due are written off to credit loss expense. Accounts are placed on non-accrual status, and accrual of interest is discontinued, when management determines that collectibility of contractual amounts is not reasonably assured. Payments of interest for accounts in non-accrual status are applied under the cost recovery method.

Deposits with banks

Deposits with banks are short-term investments with initial maturities of generally more than 90 days.

Debt securities

Debt securities are carried at fair value and consist primarily of investments in obligations of the United States Treasury, foreign governments, various U.S. and foreign corporations, certain state and political subdivisions and mortgage-backed securities. The Company classifies its debt securities as available-for-sale with unrealized gains or losses recorded as a component of accumulated other comprehensive income/loss.

Interest income, as well as the related amortization of premium and accretion of discount, on debt securities are recognized under the effective yield method and are included in the accompanying consolidated statements of income in net investment income. Realized gains and losses on sales of debt securities are determined on a first-in, first-out basis.

When the fair value of an available-for-sale debt security falls below its amortized cost, entities must determine whether the decline in fair value is due to credit-related factors or noncredit-related factors. Declines in fair value that are credit-related are recorded on the balance sheet through an allowance for credit losses with a corresponding adjustment to earnings and declines that are noncredit-related are recognized through other comprehensive income/loss.

If the Company intends to sell a debt security in an unrealized loss position or determines that it is more likely than not that the Company will be required to sell a debt security before it recovers its amortized cost basis, the debt security is impaired and it is written down to fair value with all losses recognized in earnings. As of December 31, 2022, the Company did not intend to sell any debt securities in an unrealized loss position and it is not more likely than not that the Company will be required to sell any debt securities before recovery of their amortized cost basis.

For debt securities in an unrealized loss position for which the Company does not intend to sell the debt security and it is not more likely than not that the Company will be required to sell the debt security, the Company determines whether the loss is due to credit-related factors or noncredit-related factors. For debt securities in an unrealized loss position for which the losses are primarily due to credit-related factors, the Company’s policy is to recognize the entire loss in earnings. For debt securities in an unrealized loss position for which the losses are determined to be the result of both credit-related and noncredit-related factors, the credit loss is determined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis of the debt security. The cash flows expected to be collected are discounted using the effective interest rate (i.e., purchase yield) and for variable rate securities the interest rate is fixed at the rate in effect at the credit loss measurement date.

52

FIRST AMERICAN FINANCIAL CORPORATION

AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expected future cash flows for debt securities are based on qualitative and quantitative factors specific to each security, including the probability of default and the estimated timing and amount of recovery. The detailed inputs used to project expected future cash flows may be different depending on the nature of the individual debt security.

The Company’s policy is to present accrued interest receivable on debt securities within accounts and accrued income receivable on the balance sheet. Accrued interest receivable on debt securities at December 31, 2022 and 2021 totaled $38 million and $34 million, respectively. The Company has elected to not measure an allowance for accrued interest receivable on debt securities and maintains a policy that all receivables ninety days past due are written off to credit loss expense. Debt securities are placed on non-accrual status, and accrual of interest is discontinued, when management determines that collectibility of contractual amounts is not reasonably assured. Interest income is recognized on a cash basis for interest payments received on debt securities in non-accrual status.

The Company maintains investments in debt securities in accordance with certain statutory requirements for the funding of statutory premium reserves and state deposits. At December 31, 2022 and 2021, the fair values of such investments totaled $86 million and $91 million, respectively. See Note 2 Statutory Restrictions on Investments and Stockholders’ Equity for additional discussion of the Company’s statutory restrictions.

Equity securities

Marketable equity securities are carried at fair value and consist primarily of investments in exchange traded funds, mutual funds and preferred stocks of corporate entities. Changes in the fair values of the Company’s equity securities are recognized in net investment gains/losses on the consolidated statements of income.

Equity investments in which the Company exercises significant influence but does not control, and is not the primary beneficiary, are accounted for under the equity method of accounting. These investments are initially measured at cost and are generally adjusted by the Company’s share of equity in the income or losses of the investee. The carrying values of these investments are written down, or impaired, to fair value when a decline in value is considered to be other-than-temporary. In making the determination as to whether an individual investment is impaired, the Company assesses the current and expected financial condition of each relevant entity, including, but not limited to, the anticipated ability of the entity to make its contractually required payments to the Company (with respect to debt obligations to the Company), the results of valuation work performed with respect to the entity, the entity’s anticipated ability to generate sufficient cash flows and the market conditions in the industry in which the entity is operating.

The Company has elected to measure its non-marketable equity securities in which it does not exercise significant influence over the investee and without readily determinable fair values at cost, less impairment, adjusted up or down for any observable price changes from orderly transactions for the identical or a similar investment of the same issuer. The carrying values of these investments are written down, or impaired, to fair value when a qualitative assessment indicates that the fair value is less than the carrying value. In making the determination as to whether an individual investment is impaired, the Company assesses such qualitative factors as the current and expected financial condition of each relevant entity, the market conditions in the industry in which the entity operates and the entity’s anticipated ability to generate sufficient cash flows.

Notes Receivable

Notes receivable are carried at cost, less allowance for credit losses. An allowance for credit losses is established on an individual note based on the Company’s estimate of the net amount expected to be collected. The allowance for credit losses is based upon the Company’s assessment of the borrower’s overall financial condition, resources and payment record; and, if appropriate, the realizable value of any collateral. These estimates consider all available evidence including the expected future cash flows, estimated fair value of collateral on secured notes, general economic conditions and trends, and other relevant factors, as appropriate. Notes are placed on non-accrual status when management determines that the collectibility of contractual amounts is not reasonably assured. For the year ended December 31, 2022, the Company recorded $28 million in credit losses on notes receivable related to its venture investment portfolio. Notes receivable are included in other assets on the consolidated balance sheets.

53

FIRST AMERICAN FINANCIAL CORPORATION

AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Secured financings receivable and payable

The Company’s secured financings receivable are collateralized by mortgage loans on residential real estate. Collections of the receivable balance occur upon sale of the underlying mortgage loan to investors in the secondary market, generally within 30 days and more typically in less than 10 days. No allowance for credit losses has been recorded due to, among other factors, the Company typically identifying investors in the underlying mortgage loans prior to making advances, the short-term nature of these receivables, the majority of the underlying mortgage loans are Qualified Mortgages (QM) and due to the receivable having no history of significant prior credit losses. Interest income is recorded on an accrual basis during the period the principal balance remains outstanding.

Secured financings payable reflect borrowings under secured warehouse lending facilities with several banking institutions. Repayment of the warehouse borrowing occurs upon sale of the mortgage loan to investors as noted above. Interest expense is recorded during the period the borrowing remains outstanding.

Property and equipment

Buildings and furniture and equipment are initially recorded at cost and are generally depreciated using the straight-line method over estimated useful lives ranging from 3 to 40 years and from 3 to 15 years, respectively. Leasehold improvements are initially recorded at cost and are amortized over the lesser of the remaining term of the respective lease or the estimated useful life, using the straight-line method. Computer software developed for internal use and for use with the Company’s products is amortized over estimated useful lives ranging from 1 to 15 years using the straight-line method. Software development and implementation costs, which include certain payroll-related costs of employees directly associated with developing or implementing software and payments to third parties directly associated with developing or implementing software are capitalized during the application development or implementation stage until the software is ready for its intended use.

Management uses estimated future cash flows (undiscounted and excluding interest) to measure the recoverability of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be fully recoverable. If the undiscounted cash flow analysis indicates that the carrying amount is not recoverable, an impairment loss is recorded for the excess of the carrying amount over its fair value.

Impairment losses on property and equipment for the years ended December 31, 2022 and 2021 were $1 million and $5 million, respectively. In connection with the Company’s decision in 2020 to exit its property and casualty insurance business, it recognized impairment losses on its capitalized software of $18 million for the year ended December 31, 2020.

Leases

The Company is, generally, a lessee in leases of commercial real estate, including office buildings and office space, and also certain equipment. Most of the Company’s leases of commercial real estate include one or more options to renew, with renewal terms that can extend the lease term from one to five years, and some leases include options to terminate the lease within the first year.

In connection with its lease commitments, the Company recognizes a lease liability equal to the present value of future lease payments discounted using its incremental borrowing rate and recognizes a lease asset equal to the lease liability, adjusted for any prepaid or accrued lease payments, lease incentives and initial direct costs.

As most of the Company’s leases do not provide an implicit discount rate, the Company applies its incremental borrowing rate, which is based on the information available as of the commencement date, in determining the present value of its lease payments.

The Company does not separately account for nonlease components (e.g., common-area maintenance costs) from the associated lease components (e.g., fixed payments including rent, real estate taxes and insurance costs) on leases of commercial real estate and instead accounts for both components as a single lease component for purposes of recognizing lease assets and liabilities. Variable lease costs, which include any variable lease and nonlease components and rents that vary based on changes to an index or rate, are expensed as incurred.

54

FIRST AMERICAN FINANCIAL CORPORATION

AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company excludes any leases with an initial term of 12 months or less from recognition on the balance sheet and for which lease expense is recognized on a straight-line basis over the lease term.

Management recognizes an impairment loss when the carrying amount of a lease asset is not recoverable and exceeds its fair value. The carrying amount is considered not recoverable if it exceeds the sum of the undiscounted future cash flows that are directly associated with, and that are expected to arise as a result of, the use and eventual disposition of the lease asset. An impairment loss is measured as the amount by which the carrying amount of a lease asset exceeds its fair value. Impairment losses related to the Company’s commercial real estate may occur if the Company ceased use of all, or a portion, of a leased property while a contractual obligation remains. Impairment losses related to commercial real estate leases were $2.6 million and $1.0 million for the years ended December 31, 2022 and 2020, respectively, and were immaterial for the year ended December 31, 2021.

For further information on the Company’s leasing arrangements see Note 7 Leases.

Title plants and other indexes

Title plants are carried at cost, with the costs of daily maintenance (updating) charged to expense as incurred. Because properly maintained title plants have indefinite lives and do not diminish in value with the passage of time, no provision has been made for depreciation or amortization. The Company analyzes its title plants at least annually for impairment. This analysis includes, but is not limited to, the effects of obsolescence, duplication, demand and other economic factors. Capitalized real estate data is initially recorded at cost and is amortized using the straight-line method over a 15 year estimated useful life.

Management uses estimated future cash flows (undiscounted and excluding interest) to measure the recoverability of title plants whenever events or changes in circumstances indicate that the carrying value may not be fully recoverable. If the undiscounted cash flow analysis indicates that the carrying amount is not recoverable, an impairment loss is recorded for the excess of the carrying amount over its fair value.

Business Combinations

Amounts paid for acquisitions are allocated to the tangible and intangible assets acquired and liabilities assumed and are based on their estimated fair values at the date of acquisition. The excess of the fair value of purchase consideration over the fair values of the identifiable assets and liabilities is recorded as goodwill. Acquisition-related costs are expensed in the periods in which the costs are incurred. The results of operations of acquired businesses are included in the consolidated financial statements from the date of acquisition.

Goodwill Impairment

The Company is required to perform an annual goodwill impairment assessment for each reporting unit for which goodwill has been allocated. The reporting units that have been allocated goodwill include title insurance and home warranty. The Company’s trust and other services reporting unit has no allocated goodwill and is, therefore, not assessed for impairment. The Company has elected to perform this annual assessment in the fourth quarter of each fiscal year or sooner if circumstances indicate possible impairment. Based on accounting guidance, the Company has the option to perform a qualitative assessment to determine if the fair value is more likely than not (i.e., a likelihood of greater than 50%) less than the carrying amount as a basis for determining whether it is necessary to perform a quantitative impairment test, or may choose to forego a qualitative assessment and perform a quantitative impairment test. The qualitative factors considered in this assessment may include macroeconomic conditions, industry and market considerations, overall financial performance as well as other relevant events and circumstances as determined by the Company. The Company evaluates the weight of each factor to determine whether it is more likely than not that impairment may exist. If the results of a qualitative assessment indicate the more likely than not threshold was not met, the Company may choose not to perform a quantitative impairment test. If, however, the more likely than not threshold is met, the Company will perform a quantitative test as required and discussed below.

Management’s quantitative impairment testing compares the fair value of each reporting unit to its carrying amount. The fair value of each reporting unit is determined by using discounted cash flow analysis and, where appropriate, market approach valuations. If the fair value of the reporting unit exceeds its carrying amount, the goodwill is not considered impaired and no additional analysis is required. However, if the carrying amount is greater than the fair value, an impairment charge is

55

FIRST AMERICAN FINANCIAL CORPORATION

AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, with the loss recognized limited to the total amount of goodwill allocated to that reporting unit.

The quantitative impairment test for goodwill utilizes a variety of valuation techniques, all of which require the Company to make estimates and judgments. Fair value is determined by employing an expected present value technique, which utilizes expected cash flows and an appropriate discount rate. The use of comparative market multiples (the “market approach”) compares the reporting unit to other comparable companies (if such comparables are present in the marketplace) based on valuation multiples to arrive at a fair value. In assessing the fair value, the Company utilizes the results of the valuations (including the market approach to the extent comparables are available) and considers the range of fair values determined under all methods and the extent to which the fair value exceeds the carrying amount of the reporting unit.

The valuation of each reporting unit includes the use of assumptions and estimates of many critical factors, including revenue growth rates and operating margins, discount rates and future market conditions, determination of market multiples and the establishment of a control premium, among others. Forecasts of future operations are based, in part, on operating results and the Company’s expectations as to future market conditions. These types of analyses contain uncertainties because they require the Company to make assumptions and to apply judgments to estimate industry economic factors and the profitability of future business strategies. However, if actual results are not consistent with the Company’s estimates and assumptions, the Company may be exposed to future impairment losses that could be material.

The Company chose to perform qualitative assessments for its title insurance and home warranty reporting units for 2022 and 2021, and performed quantitative impairment tests for 2020. The results of the Company’s qualitative assessments in 2022 and 2021 supported the conclusion that the reporting unit fair values were not more likely than not less than their carrying amounts and, therefore, a quantitative impairment test was not considered necessary. Based on the results of the quantitative tests in 2020, the Company determined that the fair values for both reporting units exceeded their carrying amounts and no additional analysis was required. As a result of the Company’s annual goodwill impairment assessments for the title insurance and home warranty reporting units, the Company did not record any goodwill impairment losses related to either reporting unit for 2022, 2021 or 2020.

Other intangible assets

The Company’s finite-lived intangible assets consist of customer relationships, noncompete agreements, trademarks, internal-use software licenses and patents. These assets are amortized on a straight-line basis over their useful lives ranging from 1 to 20 years and are subject to impairment assessments when there is an indication of a triggering event or abandonment. The Company’s indefinite-lived other intangible assets consist of licenses which are not amortized but rather assessed for impairment by comparing the fair values to carrying amounts at least annually, and when an indicator of potential impairment has occurred.

Management uses estimated future cash flows (undiscounted and excluding interest) to measure the recoverability of intangible assets with finite lives, whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. If the undiscounted cash flow analysis indicates that the carrying amount is not recoverable, an impairment loss is recorded for the excess of the carrying amount over its fair value. Management’s impairment assessment for indefinite-lived other intangible assets include a valuation using a discounted cash flow analysis or through a market approach. If the fair value exceeds its carrying amount, the asset is not considered impaired and no additional analysis is required. However, if the carrying amount is greater than the fair value, an impairment loss is recorded equal to the excess.

Reserve for known and incurred but not reported claims

The Company provides for title insurance losses through a charge to expense when the related premium revenue is recognized. The amount charged to expense is generally determined by applying a rate (the loss provision rate) to total title insurance premiums and escrow fees. The Company’s management estimates the loss provision rate at the beginning of each year and reassesses the rate quarterly to ensure that the resulting incurred but not reported (“IBNR”) loss reserve and known claims reserve included in the Company’s consolidated balance sheets together reflect management’s best estimate of the total costs required to settle all IBNR and known claims. If the ending IBNR reserve is not considered adequate, an adjustment is recorded.

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The process of assessing the loss provision rate and the resulting IBNR reserve involves an evaluation of the results of an in-house actuarial review. The Company’s in-house actuary performs a reserve analysis utilizing generally accepted actuarial methods that incorporate cumulative historical claims experience and information provided by in-house claims and operations personnel. Current economic and business trends are also contemplated as part of the reserve analysis. These include conditions in the real estate and mortgage markets, changes in residential and commercial real estate values, and changes in the levels of defaults and foreclosures that may affect claims levels and patterns of emergence, as well as any company-specific factors that may be relevant to past and future claims experience. Results from the analysis include, but are not limited to, a range of IBNR reserve estimates and a single point estimate for IBNR as of the balance sheet date.

For recent policy years at early stages of development (generally the last three years), IBNR is generally estimated using a combination of expected loss rate and multiplicative loss development factor calculations. For more mature policy years, IBNR generally is estimated using multiplicative loss development factor calculations. The expected loss rate method estimates IBNR by applying an expected loss rate to total title insurance premiums and escrow fees and by adjusting for policy year maturity using estimated loss development patterns. Multiplicative loss development factor calculations estimate IBNR by applying factors derived from loss development patterns to losses realized to date. The expected loss rate and loss development patterns are based on historical experience and the relationship of the history to the applicable policy years.

The Company’s management uses the IBNR point estimate from the in-house actuary’s analysis and other relevant information concerning claims to determine what it considers to be the best estimate of the total amount required for the IBNR reserve.

The volume and timing of title insurance claims are subject to cyclical influences from both the real estate and mortgage markets. Title policies issued to lenders constitute a large portion of the Company’s title insurance volume. These policies insure lenders against losses on mortgage loans due to title defects in the collateral property. Even if an underlying title defect exists that could result in a claim, often the lender must realize an actual loss, or at least be likely to realize an actual loss, for a title insurance liability to exist. As a result, title insurance claims exposure is sensitive to lenders’ losses on mortgage loans and is affected in turn by external factors that affect mortgage loan losses, particularly macroeconomic factors.

A general decline in real estate prices can expose lenders to greater risk of losses on mortgage loans, as loan-to-value ratios increase and defaults and foreclosures increase. Title insurance claims exposure for a given policy year is also affected by the quality of mortgage loan underwriting during the corresponding origination year. The Company believes that the sensitivity of claims to external conditions in the real estate and mortgage markets is an inherent feature of title insurance’s business economics that applies broadly to the title insurance industry.

Title insurance policies are long-duration contracts with the majority of the claims reported to the Company within the first few years following the issuance of the policy. Generally, 70% to 80% of claim amounts become known in the first six years of the policy life, and the majority of IBNR reserves relate to the six most recent policy years. Changes in expected ultimate losses and corresponding loss rates for recent policy years are considered likely and could result in a material adjustment to the IBNR reserves. A material change in expected ultimate losses and corresponding loss rates for older policy years is also possible, particularly for policy years with loss rates exceeding historical norms. The estimates made by management in determining the appropriate level of IBNR reserves could ultimately prove to be materially different from actual claims experience.

The Company provides for claims losses relating to its home warranty business based on the average cost per claim and historical loss experience as applied to the total of new claims incurred. The average cost per home warranty claim is calculated using the average of the most recent 12 months of claims experience adjusted for estimated future increases in costs.

Contingent litigation and regulatory liabilities

Amounts related to contingent litigation and regulatory liabilities are accrued if it is probable that a liability has been incurred and an amount is reasonably estimable. The Company records legal fees in other operating expenses in the period incurred.

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Revenues

Premiums on title policies issued directly by the Company are recognized on the effective date of the title policy and escrow fees are recorded upon close of the escrow.

Revenues from title policies issued by agents are recorded when notice of issuance is received from the agent, which is generally when cash payment is received by the Company.

Premiums on home warranty contracts are generally recognized ratably in proportion to expected claims experience over the duration of the policy or contract, which is typically 12 months.

Information and other revenues are recognized when control of the promised goods or services is transferred to the customer and in an amount that reflects the consideration the Company expects to be entitled to in exchange for these goods or services.

For those products and services where the Company’s performance obligation is satisfied at a point in time and for which there is no ongoing obligation, revenue is recognized upon delivery. For those products and services where the Company satisfies its performance obligation over time as the product or service is being transferred to the customer, revenue is generally recognized using the output method as the products or services are delivered.

The Company applies the optional exemptions allowed under accounting guidance whereby the Company is not required to disclose either the transaction price allocated to performance obligations that are unsatisfied as of the end of the period or an explanation as to when the Company expects to recognize the related revenue. Such contracts generally include performance obligations that are contingent upon the closing of a real estate transaction or include variable consideration based on order volumes and have remaining contract terms of generally less than three years. The Company is allowed to apply the optional exemptions to its remaining performance obligations due to (1) the performance obligation is part of a contract that has an original duration of one year or less, (2) the associated revenue is based on the Company’s right to invoice for the value of the product or service delivered, (3) the associated variable consideration is allocated entirely to wholly unsatisfied performance obligations or (4) immateriality.

The Company also applies the practical expedient allowed under accounting guidance whereby it can disregard the impact to the transaction price of the effects of a significant financing component for arrangements where the Company expects the period between delivery of the product or service and customer payment to be one year or less. In addition, the Company applies the practical expedient whereby it recognizes the incremental costs of obtaining a contract as an expense when incurred if the amortization period for the asset that the Company otherwise would have recognized is one year or less.

The Company records a contract asset, and recognizes revenue, upon delivery of certain products related to the closing of a real estate transaction where the Company’s right to payment is subject to the closing of the transaction. The Company records a contract liability for payments received in advance of revenue recognition for certain products or services. Contract assets and liabilities were not material at December 31, 2022 and 2021. Revenues recognized during the years ended December 31, 2022, 2021 and 2020 that were included in contract liabilities at the beginning of the respective period were not material.

For information about the Company’s revenues disaggregated by reportable segment see Note 23 Segment Financial Information.

Premium taxes

Title insurance and home warranty companies, like other types of insurers, are generally not subject to state income or franchise taxes. However, in lieu thereof, most states impose a tax based primarily on insurance premiums written. This premium tax is reported as a separate line item in the consolidated statements of income in order to provide a more meaningful disclosure of the taxation of the Company.

Income taxes

The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of

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existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company evaluates the need to establish a valuation allowance for deferred tax assets based upon the amount of existing temporary differences, the period in which they are expected to be recovered and expected levels of taxable income. A valuation allowance is established when it is considered more likely than not that some or all of the deferred tax assets will not be realized.

The Company recognizes the effect of income tax positions only if sustaining those positions is considered more likely than not. Changes in recognition or measurement of uncertain tax positions are reflected in the period in which a change in judgment occurs. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense.

Share-based compensation

The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost is recognized in the Company’s financial statements over the requisite service period of the award using the straight-line method for awards that contain only a service condition and the graded vesting method for awards that contain a performance or market condition. For awards with retirement eligibility provisions, the cost is recognized through the date the employee becomes eligible to retire and is no longer required to provide service to earn the award. The Company accounts for forfeitures as they occur. The Company utilizes a Monte Carlo valuation model to estimate the fair value of its market-based equity-settled performance awards.

The Company’s primary means of providing share-based compensation is through the granting of restricted stock units (“RSUs”). RSUs granted generally have graded vesting features and include a service condition; and for certain key employees and executives, may also include either a performance or market condition. In 2022, the Company began granting performance restricted stock units (“PRSUs”) to certain key employees and executives, which generally contain service and market conditions. RSUs and PRSUs receive dividend equivalents in the form of RSUs/PRSUs having the same vesting requirements as the initial grant.

The Company also offers an employee stock purchase plan that allows eligible employees the option to purchase common stock of the Company at 85% of the lower of the closing price on either the first or last day of each offering period. The offering periods are three-month periods beginning on January 1, April 1, July 1 and October 1 of each fiscal year. The Company recognizes an expense in the amount equal to the value of the 15% discount and look-back feature over the three-month offering period.

Earnings per share

Basic earnings per share is computed by dividing net income available to the Company’s stockholders by the weighted-average number of common shares outstanding. The computation of diluted earnings per share is similar to the computation of basic earnings per share, except that the weighted-average number of common shares outstanding is increased to include the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Potential dilutive common shares include RSUs and PRSUs.

Employee benefit plans

The Company recognizes the underfunded status of its unfunded supplemental benefit plans as a liability on its consolidated balance sheets. Actuarial gains and losses and prior service costs and credits that have not been previously recognized as a component of net periodic benefit cost are recorded as a component of accumulated other comprehensive income/loss. Plan obligations are measured annually as of December 31.

The Company informally funds its nonqualified deferred compensation plan through tax-advantaged investments known as variable universal life insurance. The Company’s deferred compensation plan assets are included as a component of other assets and the Company’s deferred compensation plan liability is included as a component of pension costs and other retirement plans on the consolidated balance sheets. The income or loss earned on the Company’s plan assets is included as a component

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of net investment income and the income or loss earned by the plan participants is included as a component of personnel costs on the consolidated statements of income.

Foreign currency

The Company operates in other countries, including Canada, the United Kingdom, Australia, New Zealand and South Korea. The functional currencies of the Company’s foreign subsidiaries are generally their respective local currencies. The financial statements of foreign subsidiaries with local currencies that were determined to be the functional currency are translated into U.S. dollars as follows: assets and liabilities at the exchange rate as of the balance sheet date, equity at the historical rates of exchange, and income and expense amounts at average rates prevailing during the period. Translation adjustments resulting from the translation of the subsidiaries’ accounts are included in accumulated other comprehensive income/loss as a separate component of stockholders’ equity. For those foreign subsidiaries where the U.S. dollar has been determined to be the functional currency, non-monetary assets and liabilities are translated using historical rates, while monetary assets and liabilities are translated at current rates, with remeasurement gains and losses included in other operating expenses. Gains and losses resulting from foreign currency transactions are included within other operating expenses.

Reinsurance

The Company’s title insurance business assumes and cedes large title insurance risks through reinsurance. Additionally, the Company has limited reinsurance arrangements related to certain products offered through its international operations. In reinsurance arrangements, the primary insurer retains a certain amount of risk under a policy and cedes the remainder of the risk under the policy to the reinsurer. The primary insurer pays the reinsurer a premium in exchange for accepting this risk of loss. The primary insurer generally remains liable to its insured for the total risk but is reinsured under the terms of the reinsurance agreement. The amount of premiums assumed and ceded is recorded as a component of direct premiums and escrow fees on the Company’s consolidated statements of income. The total amount of premiums assumed and ceded in connection with reinsurance was less than 1.0% of consolidated premium and escrow fees for each of the three years in the period ended December 31, 2022. Payments and recoveries on reinsured losses for the Company’s title insurance business were immaterial during the years ended December 31, 2022, 2021 and 2020.

Escrow deposits and trust assets

The Company administers escrow deposits and trust assets as a service to its direct customers. Escrow deposits totaled $10.0 billion and $10.8 billion at December 31, 2022 and 2021, respectively, of which $4.6 billion and $4.8 billion, respectively, were held at First American Trust, FSB (“FA Trust”). The remaining deposits were held at third-party financial institutions.

Trust assets held or managed by FA Trust totaled $4.1 billion and $4.6 billion at December 31, 2022 and 2021, respectively. Escrow deposits held at third-party financial institutions and trust assets are not considered assets of the Company and, therefore, are not included in the accompanying consolidated balance sheets. All such amounts are placed in deposit accounts insured, up to applicable limits, by the Federal Deposit Insurance Corporation. The Company could be held contingently liable for the disposition of these assets.

In conducting its operations, the Company often holds customers’ assets in escrow, pending completion of real estate transactions and, as a result, the Company has ongoing programs for realizing economic benefits with various financial institutions. The results from these programs are included as income or a reduction in expense, as appropriate, in the consolidated statements of income based on the nature of the arrangement and benefit received.

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Like-kind exchanges

The Company facilitates tax-deferred property exchanges for customers pursuant to Section 1031 of the Internal Revenue Code and tax-deferred reverse exchanges pursuant to Revenue Procedure 2000-37. As a facilitator and intermediary, the Company holds the proceeds from sales transactions and takes temporary title to property identified by the customer to be acquired with such proceeds. Upon the completion of each such exchange, the identified property is transferred to the customer or, if the exchange does not take place, an amount equal to the sales proceeds or, in the case of a reverse exchange, title to the property held by the Company is transferred to the customer. Like-kind exchange funds administered by the Company totaled $2.8 billion and $6.0 billion at December 31, 2022 and 2021, respectively. The like-kind exchange deposits are held at third-party financial institutions and, due to the structure utilized to facilitate these transactions, the proceeds and property are not considered assets of the Company and, therefore, are not included in the accompanying consolidated balance sheets. All such amounts are placed in deposit accounts insured, up to applicable limits, by the Federal Deposit Insurance Corporation. The Company could be held contingently liable to the customer for the transfers of property, disbursements of proceeds and the returns on such proceeds.

Subservicing deposits

In conducting its residential mortgage loan subservicing operations, the Company administers cash deposits on behalf of its clients. Cash deposits totaled $1.1 billion at December 31, 2022, of which $0.7 billion were held at FA Trust. The remaining deposits were held at third-party financial institutions. Cash deposits totaled $0.4 billion at December 31, 2021, all of which were held at third-party financial institutions. Cash deposits held at third-party financial institutions are not considered assets of the Company and, therefore, are not included in the accompanying consolidated balance sheets. All such amounts are placed in deposit accounts insured, up to applicable limits, by the Federal Deposit Insurance Corporation. The Company could be held contingently liable for the disposition of these assets. In connection with certain accounts, the Company has ongoing programs for realizing economic benefits with various financial institutions whereby it earns economic benefits either as income or as a reduction in expense.

Deposit balances held at FA Trust are temporarily invested in cash and cash equivalents and debt securities, with offsetting liabilities included in deposits in the accompanying consolidated balance sheets.

The Company regularly reviews the financial strength of third-party financial institutions where deposits are held and, based on this review and the fact that all amounts are placed in deposit accounts insured, up to applicable limits, by the Federal Deposit Insurance Corporation, does not expect any credit losses; therefore the Company has not recorded a liability for credit losses.

Pending Accounting Pronouncements

In June 2022, the Financial Accounting Standards Board (“FASB”) issued updated guidance intended to increase the comparability of financial information across reporting entities that have investments in equity securities measured at fair value that are subject to contractual restrictions preventing the sale of those securities. The updated guidance clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, as a result, should not be considered in measuring fair value. In addition, new disclosures are required about the nature of the restrictions and their remaining duration. The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2023, with early adoption permitted. The Company does not expect the adoption of this guidance to impact its consolidated financial statements.

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NOTE 2. Statutory Restrictions on Investments and Stockholders’ Equity:

Investments totaling $102 million and $108 million were on deposit with state treasurers in accordance with statutory requirements for the protection of policyholders at December 31, 2022 and 2021, respectively.

Pursuant to insurance and other regulations under which the Company’s insurance subsidiaries operate, the amount of dividends, loans and advances available to the Company is limited, principally for the protection of policyholders. As of December 31, 2022, under such regulations, the maximum amount available to the Company from its insurance subsidiaries in 2023, without prior approval from applicable regulators, was dividends of $689 million and loans and advances of $113 million.

The Company’s principal title insurance subsidiary, First American Title Insurance Company (“FATICO”), maintained total statutory capital and surplus of $1.5 billion and $1.7 billion as of December 31, 2022 and 2021, respectively. Statutory net income for the years ended December 31, 2022, 2021 and 2020 was $436 million, $654 million and $502 million, respectively. FATICO was in compliance with the minimum statutory capital and surplus requirements as of December 31, 2022.

FATICO is domiciled in Nebraska and its statutory-based financial statements are prepared in accordance with accounting practices prescribed or permitted by the Nebraska Department of Insurance. The National Association of Insurance Commissioners’ (“NAIC”) Accounting Practices and Procedures Manual (“NAIC SAP”) has been adopted as a component of prescribed or permitted practices by the state of Nebraska. The state of Nebraska has adopted certain prescribed accounting practices that differ from those found in the NAIC SAP. Specifically, the timing of amounts released from the statutory premium reserve under Nebraska’s required practice differs from NAIC SAP resulting in total statutory capital and surplus that was lower than if reported in accordance with NAIC SAP by $325 million and $293 million at December 31, 2022 and 2021, respectively.

Statutory accounting principles differ in some respects from GAAP, and these differences include, but are not limited to, non-admission of certain assets (principally limitations on deferred tax assets, goodwill, capitalized furniture and equipment, investment in subsidiaries and affiliates, real estate, capitalized software, and premiums and other receivables 90 days past due), reporting of bonds at amortized cost, recognition of credit losses, the lack of recognition of operating lease assets and liabilities on the balance sheet for lease commitments in which the Company is a lessee, changes in the fair values of marketable equity securities, amortization of goodwill, deferral of premiums received as statutory premium reserve, supplemental reserve (if applicable) and exclusion of the incurred but not reported claims reserve.

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NOTE 3. Debt Securities:

Investments in debt securities, classified as available-for-sale, are as follows:

	Amortized		Gross unrealized					Estimated
(in millions)	cost		gains		losses			fair value
December 31, 2022
U.S. Treasury bonds	$	309	$	1	$	(7	)	$	303
Municipal bonds		1,671		3		(195	)		1,479
Foreign government bonds		208		—		(14	)		194
Governmental agency bonds		248		—		(19	)		229
Governmental agency mortgage-backed securities		5,253		1		(653	)		4,601
U.S. corporate debt securities		1,004		2		(85	)		921
Foreign corporate debt securities		477		2		(36	)		443
	$	9,170	$	9	$	(1,009	)	$	8,170
December 31, 2021
U.S. Treasury bonds	$	123	$	1	$	(1	)	$	123
Municipal bonds		1,607		59		(17	)		1,649
Foreign government bonds		228		2		(3	)		227
Governmental agency bonds		175		3		(1	)		177
Governmental agency mortgage-backed securities		5,620		34		(47	)		5,607
U.S. corporate debt securities		1,071		19		(9	)		1,081
Foreign corporate debt securities		493		9		(4	)		498
	$	9,317	$	127	$	(82	)	$	9,362

Sales of debt securities resulted in realized gains of $5 million, $29 million and $18 million, realized losses of $142 million, $9 million and $3 million, and proceeds of $1.8 billion, $1.1 billion and $759 million for the years ended December 31, 2022, 2021 and 2020, respectively.

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Investments in debt securities in an unrealized loss position, based on length of time, are as follows:

	Less than 12 months					12 months or longer					Total
(in millions)	Estimated fair value		Unrealized losses			Estimated fair value		Unrealized losses			Estimated fair value		Unrealized losses
December 31, 2022
U.S. Treasury bonds	$	108	$	(1	)	$	50	$	(6	)	$	158	$	(7	)
Municipal bonds		813		(56	)		540		(139	)		1,353		(195	)
Foreign government bonds		142		(6	)		46		(8	)		188		(14	)
Governmental agency bonds		173		(8	)		56		(11	)		229		(19	)
Governmental agency mortgage-backed    securities		1,860		(141	)		2,627		(512	)		4,487		(653	)
U.S. corporate debt securities		528		(38	)		325		(47	)		853		(85	)
Foreign corporate debt securities		241		(17	)		137		(19	)		378		(36	)
	$	3,865	$	(267	)	$	3,781	$	(742	)	$	7,646	$	(1,009	)
December 31, 2021
U.S. Treasury bonds	$	76	$	(1	)	$	—	$	—		$	76	$	(1	)
Municipal bonds		684		(17	)		—		—			684		(17	)
Foreign government bonds		103		(1	)		33		(2	)		136		(3	)
Governmental agency bonds		73		(1	)		—		—			73		(1	)
Governmental agency mortgage-backed    securities		4,036		(47	)		—		—			4,036		(47	)
U.S. corporate debt securities		533		(9	)		—		—			533		(9	)
Foreign corporate debt securities		234		(4	)		—		—			234		(4	)
	$	5,739	$	(80	)	$	33	$	(2	)	$	5,772	$	(82	)

Based on the Company’s review of its debt securities in an unrealized loss position it determined that the losses were due to non-credit factors and, therefore, it does not consider these securities to be credit impaired at December 31, 2022. As of December 31, 2022, the Company did not intend to sell any debt securities in an unrealized loss position and it is not more likely than not that the Company will be required to sell any debt securities before recovery of their amortized cost basis.

In determining credit losses on its debt securities in an unrealized loss position, the Company considers certain factors that may include, among others, severity of the unrealized loss, security type, industry sector, credit rating, yield to maturity, profitability and stock performance.

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Investments in debt securities at December 31, 2022, by contractual maturities, are as follows:

(in millions)	Due in one year or less		Due after one through five years		Due after five through ten years		Due after ten years		Total
U.S. Treasury bonds
Amortized cost	$	143	$	141	$	6	$	19	$	309
Estimated fair value	$	143	$	137	$	5	$	18	$	303
Municipal bonds
Amortized cost		21		288		758		604		1,671
Estimated fair value		21		268		669		521		1,479
Foreign government bonds
Amortized cost		36		95		71		6		208
Estimated fair value		36		93		60		5		194
Governmental agency bonds
Amortized cost		26		157		7		58		248
Estimated fair value		25		151		6		47		229
U.S. corporate debt securities
Amortized cost		55		687		199		63		1,004
Estimated fair value		54		629		186		52		921
Foreign corporate debt securities
Amortized cost		20		300		116		41		477
Estimated fair value		20		280		107		36		443
Total debt securities, excluding mortgage-backed    securities
Amortized cost	$	301	$	1,668	$	1,157	$	791	$	3,917
Estimated fair value	$	299	$	1,558	$	1,033	$	679	$	3,569
Total mortgage-backed securities
Amortized cost										5,253
Estimated fair value										4,601
Total debt securities
Amortized cost									$	9,170
Estimated fair value									$	8,170

Mortgage-backed securities, which include contractual terms to maturity, are not categorized by contractual maturity as borrowers may have the right to call or prepay obligations with, or without, call or prepayment penalties.

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The composition of the debt securities portfolio at December 31, 2022, by credit rating, is as follows:

	A- or higher				BBB+ to BBB-				Non-Investment Grade				Total
(dollars in millions)	Estimated fair value		Percentage		Estimated fair value		Percentage		Estimated fair value		Percentage		Estimated fair value
U.S. Treasury bonds	$	303		100.0	$	—		—	$	—		—	$	303
Municipal bonds		1,432		96.8		47		3.2		—		—		1,479
Foreign government bonds		190		98.0		2		1.0		2		1.0		194
Governmental agency bonds		229		100.0		—		—		—		—		229
Governmental agency mortgage-    backed securities		4,601		100.0		—		—		—		—		4,601
U.S. corporate debt securities		429		46.6		362		39.3		130		14.1		921
Foreign corporate debt securities		193		43.6		211		47.6		39		8.8		443
	$	7,377		90.3	$	622		7.6	$	171		2.1	$	8,170

Included in debt securities at December 31, 2022, were bank loans totaling $126 million, of which $121 million were non-investment grade; high yield corporate debt securities totaling $44 million, all of which were non-investment grade; and emerging market debt securities totaling $54 million, of which $6 million were non-investment grade.

The composition of the debt securities portfolio in an unrealized loss position at December 31, 2022, by credit rating, is as follows:

	A- or higher				BBB+ to BBB-				Non-Investment Grade				Total
(dollars in millions)	Estimated fair value		Percentage		Estimated fair value		Percentage		Estimated fair value		Percentage		Estimated fair value
U.S. Treasury bonds	$	158		100.0	$	—		—	$	—		—	$	158
Municipal bonds		1,315		97.2		38		2.8		—		—		1,353
Foreign government bonds		184		97.9		1		0.5		3		1.6		188
Governmental agency bonds		229		100.0		—		—		—		—		229
Governmental agency mortgage-    backed securities		4,487		100.0		—		—		—		—		4,487
U.S. corporate debt securities		411		48.2		327		38.3		115		13.5		853
Foreign corporate debt securities		169		44.7		175		46.3		34		9.0		378
	$	6,953		90.9	$	541		7.1	$	152		2.0	$	7,646

Debt securities in an unrealized loss position at December 31, 2022, included bank loans totaling $107 million, of which $102 million were non-investment grade; high yield corporate debt securities totaling $44 million, all of which were non-investment grade; and emerging market debt securities totaling $53 million, of which $6 million were non-investment grade.

The credit ratings in the above tables reflect published ratings obtained from globally recognized securities rating agencies. If a security was rated differently among the rating agencies, the lowest rating was selected. Governmental agency mortgage-backed securities are not rated by any of the ratings agencies; however, these securities have been included in the

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above table in the “A- or higher” rating category because the payments of principal and interest are guaranteed by the governmental agency that issued the security.

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NOTE 4. Equity Securities:

Investments in equity securities, by classification, are summarized as follows:

	December 31,
(in millions)	2022		2021
Marketable equity securities	$	280	$	657
Non-marketable equity securities		396		441
Equity method investments		78		78
	$	754	$	1,176

Investments in marketable equity securities are summarized as follows:

(in millions)	Cost		Unrealized gains (losses)			Estimated fair value
December 31, 2022
Common stocks	$	324	$	(55	)	$	269
Preferred stocks		15		(4	)		11
	$	339	$	(59	)	$	280
December 31, 2021
Common stocks	$	418	$	222		$	640
Preferred stocks		17		—			17
	$	435	$	222		$	657

Net losses of $263 million and net gains of $184 million resulting from changes in the fair values of marketable equity securities were recognized for the years ended December 31, 2022 and 2021, respectively, which included net unrealized losses of $237 million and net unrealized gains of $172 million on securities still held at December 31, 2022 and 2021, respectively. Included in net losses during the year ended December 31, 2022 and net gains during the year ended December 31, 2021 were unrealized losses of $191 million and unrealized gains of $121 million, respectively, related to changes in the fair value of the Company’s investment in Offerpad Solutions Inc., a tech-enabled real estate company, which began trading publicly in September 2021. Net gains and losses resulting from changes in the fair values of marketable equity securities are recognized in net investment gains/losses on the consolidated statements of income.

Investments in non-marketable equity securities are summarized as follows:

(in millions)	Cost		Unrealized gains		Carrying amount
December 31, 2022	$	307	$	89	$	396
December 31, 2021	$	215	$	226	$	441

The Company recognized unrealized losses of $153 million, which included impairment charges of $140 million and recognized unrealized gains of $16 million for the year ended December 31, 2022, all related to its investments in private venture-stage companies. For the year ended December 31, 2021, the Company recognized unrealized gains of $210 million related to its investments in private venture-stage companies. All such unrealized losses and gains related to securities still held at December 31, 2022 and 2021. Net gains and losses on non-marketable equity securities are recognized in net investment gains/losses on the consolidated statements of income.

Also, during the year ended December 31, 2022, the Company realized a gain of $52 million and cash proceeds of $63 million related to the sale of an investment in a title insurance business.

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NOTE 5. Allowance for Credit Losses – Accounts Receivable:

Activity in the allowance for credit losses on accounts receivable is summarized as follows:

	Year Ended December 31,
(in millions)	2022			2021
Balance at beginning of period	$	14		$	14
Provision for expected credit losses		11			4
Write-offs/recoveries		(4	)		(4	)
Balance at end of period	$	21		$	14

NOTE 6. Property and Equipment:

Property and equipment is summarized as follows:

	December 31,
(in millions)	2022			2021
Land	$	27		$	24
Buildings		189			185
Leasehold improvements		72			70
Furniture and equipment		230			215
Capitalized software		1,059			884
		1,577			1,378
Accumulated depreciation and amortization		(940	)		(872	)
	$	637		$	506

NOTE 7. Leases:

Lease assets and liabilities are summarized as follows:

	December 31.
(in millions)	2022		2021		Classification
Assets
Operating lease assets	$	248	$	249	Operating lease assets
Finance lease assets		3		2	Other assets
Total lease assets	$	251	$	251
Liabilities
Operating lease liabilities	$	269	$	274	Operating lease liabilities
Finance lease liabilities		3		3	Notes and contracts payable
Total lease liabilities	$	272	$	277

The components of lease expense are summarized as follows:

	Year ended December 31.
(in millions)	2022			2021			2020			Classification
Operating lease cost	$	93		$	86		$	89		Other operating expenses
Finance lease cost:
Amortization of lease assets		2			2			2		Depreciation and amortization
Variable lease cost		34			31			32		Other operating expenses
Short-term lease cost		3			2			1		Other operating expenses
Sublease income		(1	)		(3	)		(3	)	Information and other
Net lease cost	$	131		$	118		$	121

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Future minimum lease payments under operating and finance leases with noncancelable lease terms, as of December 31, 2022, are summarized as follows:

(in millions)	Operating Leases			Finance Leases		Total
2023	$	86		$	1	$	87
2024		71			1		72
2025		55			1		56
2026		38			—		38
2027		21			—		21
Thereafter		17			—		17
Total lease payments		288			3		291
Interest		(19	)		—		(19	)
Present value of lease liabilities	$	269		$	3	$	272

Information related to lease terms and discount rates is summarized as follows:

	December 31,
	2022			2021
Weighted-average remaining lease terms (years):
Operating leases		4			4
Finance leases		2			2
Weighted-average discount rates:
Operating leases		3.34	%		3.40	%
Finance leases		3.23	%		3.96	%

Cash flow information related to lease liabilities is summarized as follows:

	Year ended December 31,
(in millions)	2022		2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	96	$	90	$	93
Financing cash flows from finance leases	$	2	$	2	$	2
Operating lease assets obtained in exchange for new operating lease liabilities	$	66	$	59	$	54
Finance lease assets obtained in exchange for new finance lease liabilities	$	3	$	—	$	1

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NOTE 8. Goodwill:

A summary of the changes in the carrying amount of goodwill, by reportable segment, for the years ended December 31, 2022 and 2021, is as follows:

(in millions)	Title Insurance and Services			Specialty Insurance			Total
Balance as of December 31, 2020	$	1,366		$	13		$	1,379
Acquisitions		209			—			209
Balance as of December 31, 2021		1,575			13			1,588
Acquisitions		217			—			217
Transfers		(28	)		28			—
Foreign currency translation		(7	)		—			(7	)
Balance as of December 31, 2022	$	1,757		$	41		$	1,798
Accumulated impairment losses	$	—		$	(34	)	$	(34	)

For discussion about the Company’s acquisitions in 2022, see Note 22 Business Combinations.

NOTE 9. Other Intangible Assets:

Other intangible assets are summarized as follows:

	December 31,
(in millions)	2022			2021
Finite-lived intangible assets:
Customer relationships	$	191		$	203
Noncompete agreements		34			49
Trademarks		70			32
Internal-use software licenses		24			21
Patents		3			3
		322			308
Accumulated amortization		(145	)		(107	)
		177			201
Indefinite-lived intangible assets:
Licenses		17			17
	$	194		$	218

Amortization expense for finite-lived intangible assets was $54 million, $51 million and $43 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Estimated amortization expense for finite-lived intangible assets for the next five years is summarized as follows:

Year	(in millions)
2023	$	46
2024	$	33
2025	$	26
2026	$	26
2027	$	11

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NOTE 10. Deposits:

Deposit accounts are summarized as follows:

	December 31,
(dollars in millions)	2022			2021
Escrow deposits:
Interest bearing	$	2,542		$	2,792
Non-interest bearing		2,077			2,083
		4,619			4,875
Mortgage subservicing deposits:
Interest bearing		713			—
Business checking and other deposits (1)		188			194
	$	5,520		$	5,069
Weighted-average interest rate:
Interest bearing deposit accounts		0.50	%		0.10	%

(1)Accounts are primarily non-interest bearing.

NOTE 11. Reserve for Known and Incurred But Not Reported Claims:

Activity in the reserve for known and incurred but not reported claims is summarized as follows:

	December 31,
(in millions)	2022			2021			2020
Balance at beginning of year	$	1,284		$	1,178		$	1,063
Provision related to:
Current year		468			570			532
Prior years		18			19			48
		486			589			580
Payments, net of recoveries, related to:
Current year		227			292			268
Prior years		207			190			203
		434			482			471
Other		(11	)		(1	)		6
Balance at end of year	$	1,325		$	1,284		$	1,178

The provision for title insurance losses, expressed as a percentage of title insurance premiums and escrow fees, was 4.0% for the years ended December 31, 2022 and 2021, and 5.0% for the year ended December 31, 2020.

The current year loss rate of 4.0% reflects the ultimate loss rate for the current policy year and no change in the loss reserve estimates for prior policy years.

The 2021 loss rate of 4.0% reflects the ultimate loss rate for the current policy year and no change in the loss reserve estimates for prior policy years.

The 2020 loss rate of 5.0% reflected an ultimate loss rate of 4.5% for policy year 2020 and a net increase in the loss reserve estimates for prior policy years of 0.5%, or $26 million.

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A summary of the Company’s loss reserves is as follows:

	December 31,
(dollars in millions)	2022				2021
Known title claims	$	62	4.7	%	$	67	5.2	%
IBNR title claims		1,207	91.1	%		1,143	89.0	%
Total title claims		1,269	95.8	%		1,210	94.2	%
Non-title claims		56	4.2	%		74	5.8	%
Total loss reserves	$	1,325	100.0	%	$	1,284	100.0	%

Short-Duration Insurance Contracts

Home Warranty

The following reflects information as of December 31, 2022 about incurred and paid claims development as well as cumulative claims frequency by claims event, and the total of incurred but not reported claims plus expected development on reported claims included with the net incurred claims amounts.

The information below about incurred and paid claims development for the years ended December 31, 2013 to 2021, is presented as supplementary information.

	Incurred claims and allocated claim adjustment expenses																				December 31, 2022
Accident	Years ended December 31,																				Cumulative number of reported
Year	2013*		2014*		2015*		2016*		2017*		2018*		2019*		2020*		2021*		2022		claims
	(in millions)
2013	$	124		124		124		124		124		124		124		124		124	$	124		0.7
2014				124		124		124		124		124		124		124		124		124		0.8
2015						144		144		144		144		144		144		144		144		0.9
2016								173		173		173		173		173		173		173		1.0
2017										167		167		167		167		167		167		1.0
2018												180		180		180		180		180		1.1
2019														174		174		174		174		1.1
2020																197		197		197		1.2
2021																		218		218		1.2
2022																				211		1.1
																	Total		$	1,712

*Amounts unaudited.

	Cumulative paid claims and allocated claim adjustment expenses
Accident	Years ended December 31,
Year	2013*		2014*		2015*		2016*		2017*		2018*		2019*		2020*		2021*		2022
	(in millions)
2013	$	111		124		124		124		124		124		124		124		124	$	124
2014				111		124		124		124		124		124		124		124		124
2015						129		144		144		144		144		144		144		144
2016								155		173		173		173		173		173		173
2017										151		167		167		167		167		167
2018												163		180		180		180		180
2019														159		174		174		174
2020																178		197		197
2021																		199		218
2022																				192
																	Total		$	1,693
			All outstanding liabilities before 2013																	—
			Liabilities for claims and claims adjustment expenses																$	19

*Amounts unaudited.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

A reconciliation of the net incurred and paid claims development tables to the liability for claims and claim adjustment expense at December 31, 2022, is as follows:

	December 31, 2022
	(in millions)
Liability for unpaid claims and claim adjustment    expenses — short-duration:
Home warranty	$	19
Property and casualty insurance		37
		56
Insurance lines other than short-duration:
Title insurance		1,269
Total liability for unpaid claims and claims adjustment    expenses	$	1,325

Supplementary information about average historical claims duration for the Company’s home warranty business as of December 31, 2022, is as follows:

Average annual percentage payout of incurred claims by age (unaudited)
Years	1		2		3	4	5	6	7	8	9	10
Annual payout	90.3	%	9.7	%	—	—	—	—	—	—	—	—

NOTE 12. Notes and Contracts Payable:

	December 31,
	2022			2021
	(dollars in millions)
2.40% senior unsecured notes due August 15, 2031, effective interest rate of 2.44%	$	650		$	650
4.00% senior unsecured notes due May 15, 2030, effective interest rate of 4.05%		450			450
4.60% senior unsecured notes due November 15, 2024, effective interest rate of 4.60%		300			300
4.30% senior unsecured notes due February 1, 2023, effective interest rate of 4.35%		250			250
Trust deed note due November 1, 2023, collateralized by land and buildings    with net book values of $36 and $37 at December 31, 2022 and 2021,    respectively, fixed interest rate of 5.26%		4			8
Other notes and contracts payable with maturities through 2027, weighted    -average interest rates of 3.30% and 4.21% at December 31, 2022 and 2021,    respectively		4			4
		1,658			1,662
Unamortized discounts and debt issuance costs		(12	)		(14	)
	$	1,646		$	1,648

In April 2019, the Company entered into a senior unsecured credit agreement with JPMorgan Chase Bank, N.A. in its capacity as administrative agent and the lenders party thereto. The credit agreement, which is comprised of a $700 million revolving credit facility, includes an expansion option that permits the Company, subject to satisfaction of certain conditions, to increase the revolving commitments and/or add term loan tranches in an aggregate amount not to exceed $350 million. Unless terminated earlier, the credit agreement will terminate on April 30, 2024. The obligations of the Company under the credit agreement are neither secured nor guaranteed. Proceeds under the credit agreement may be used for general corporate purposes. At December 31, 2022, the Company had no outstanding borrowings under the facility.

At the Company’s election, borrowings of revolving loans under the credit agreement bear interest at (a) the Alternate Base Rate plus the applicable spread or (b) until LIBOR is discontinued, the Adjusted LIBOR rate plus the applicable spread (in each case as defined in the credit agreement). The Company may select interest periods of one, two, three or six months or (if agreed to by all lenders) such other number of months for Eurodollar borrowings of loans. The applicable spread varies

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depending upon the debt rating assigned by Moody’s Investor Service, Inc., Standard & Poor’s Rating Services and/or Fitch Ratings Inc. The minimum applicable spread for Alternate Base Rate borrowings is 0.25% and the maximum is 1.00%. The minimum applicable spread for Adjusted LIBOR rate borrowings is 1.25% and the maximum is 2.00%. The rate of interest on any term loans incurred in connection with the expansion option will be established at or about the time such loans are made and may differ from the rate of interest on revolving loans.

The credit agreement includes representations and warranties, reporting covenants, affirmative covenants, negative covenants, financial covenants and events of default customary for financings of this type. Upon the occurrence of an event of default the lenders may accelerate the loans. Upon the occurrence of certain insolvency and bankruptcy events of default the loans will automatically accelerate. As of December 31, 2022, the Company was in compliance with the financial covenants under the credit agreement.

The aggregate annual maturities for notes and contracts payable for the next five years and thereafter are summarized as follows:

Year	Annual maturities
	(in millions)
2023	$	256
2024		301
2025		1
2026		—
2027		—
Thereafter		1,100
	$	1,658

On February 1, 2023, the Company repaid its $250 million 4.30% senior unsecured notes, upon maturity, through available cash.

NOTE 13. Net Investment Income:

The components of net investment income are summarized as follows:

	Year ended December 31,
	2022			2021			2020
	(in millions)
Interest on:
Debt securities	$	206		$	133		$	126
Deposits and other investments		135			47			69
Dividends on equity securities		9			11			11
Deferred compensation plan assets		(25	)		19			13
Equity in earnings of affiliates, net		11			7			6
Other		7			1			—
Total investment income		343			218			225
Investment expenses		(3	)		(3	)		(4	)
Net investment income	$	340		$	215		$	221

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NOTE 14. Income Taxes:

For the years ended December 31, 2022, 2021 and 2020, domestic and foreign pretax income, before noncontrolling interests, were $268 million and $58 million, $1.5 billion and $93 million, and $850 million and $73 million, respectively.

Income taxes are summarized as follows:

	Year ended December 31,
	2022			2021		2020
	(in millions)
Current:
Federal	$	132		$	244	$	191
State		19			37		27
Foreign		18			20		12
		169			301		230
Deferred:
Federal		(80	)		65		(18	)
State		(25	)		24		1
Foreign		(3	)		3		10
		(108	)		92		(7	)
	$	61		$	393	$	223

The Company’s actual income tax expense differs from the expense computed by applying the federal income tax rate of 21% for the years ended December 31, 2022, 2021 and 2020. A reconciliation of these differences is as follows:

	Year ended December 31,
	2022					2021					2020
	(dollars in millions)
Taxes calculated at federal rate	$	68		21.0	%	$	345		21.0	%	$	194		21.0	%
State taxes, net of federal benefit		(5	)	(1.5	)		48		2.9			22		2.4
Change in liability for tax positions		(1	)	(0.3	)		—		—			—		—
Foreign income taxed at different rates		2		0.6			1		0.1			5		0.6
Unremitted foreign earnings		—		—			1		0.1			(2	)	(0.2	)
Other items, net		(3	)	(1.1	)		(2	)	(0.2	)		4		0.3
	$	61		18.7	%	$	393		23.9	%	$	223		24.1	%

The Company’s effective income tax rates (income tax expense as a percentage of income before income taxes) were 18.7%, 23.9%, and 24.1% for the years ended December 31, 2022, 2021, and 2020, respectively. The effective income tax rates differ from the federal statutory rate as a result of state and foreign income taxes for which the Company is liable, as well as permanent differences between amounts reported for financial statement purposes and amounts reported for income tax purposes, including the recognition of excess tax benefits or tax deficiencies associated with share-based payment transactions through income tax expense. The effective income tax rate for 2022 also reflects the impact on pretax earnings from losses and impairments on equity investments and benefits from the resolution of state tax matters from prior years. The effective tax rates for 2021 and 2020 also reflect benefits related to foreign tax law changes and, for 2020, also reflects the impairment of nondeductible goodwill relating to the wind-down of the Company’s property and casualty insurance business.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The primary components of temporary differences that give rise to the Company’s net deferred tax liability are as follows:

	December 31,
	2022			2021
	(in millions)
Deferred tax assets:
Deferred revenue	$	8		$	11
Employee benefits		97			102
Bad debt reserves		12			7
Pension		13			30
Net operating loss carryforward		29			10
Foreign tax credit		5			4
Operating lease liabilities		59			58
Payroll taxes		—			5
Securities		264			—
Other		10			6
		497			233
Valuation allowance		(7	)		(8	)
		490			225
Deferred tax liabilities:
Depreciable and amortizable assets		282			274
Claims and related salvage		82			89
Investments in affiliates		26			63
Securities		—			65
Operating lease assets		53			52
Unremitted foreign earnings		12			13
		455			556
Net deferred tax asset (liability)	$	35		$	(331	)

On August 16, 2022, the Inflation Reduction Act was signed into law. The Inflation Reduction Act includes various tax provisions, which are effective for tax years beginning on or after January 1, 2023. While the Company is still evaluating these tax law changes, it does not expect them to have a material impact on its consolidated financial statements.

The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was signed into law in 2020, allowed employers to defer payment of a portion of payroll taxes otherwise due on wages paid between the enactment date and December 31, 2020 and remit the deferred payroll taxes on December 31, 2021 and December 31, 2022. Under this provision of the CARES Act, the Company deferred $49 million in payroll taxes for 2020 and recorded the tax impact of $12 million as a deferred tax asset. As of December 31, 2022, the Company has remitted all of its deferred payroll taxes and has no remaining deferred tax asset.

The vesting of RSUs represents a tax benefit that has been reflected as a reduction to income taxes payable and income tax expense for the years ended December 31, 2022, 2021 and 2020. The benefits recorded were $2 million, $2 million and $4 million for the years ended December 31, 2022, 2021 and 2020, respectively.

At December 31, 2022, the Company had available a $4 million foreign tax credit carryover, net of a valuation allowance, and expects to utilize this credit within the carryover period.

At December 31, 2022, the Company had available net operating loss carryforwards for income tax purposes totaling $196 million, consisting of federal, state and foreign losses of $85 million, $86 million and $25 million, respectively. Of the aggregate net operating losses, $107 million has an indefinite expiration.

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AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company evaluates the realizability of its deferred tax assets by assessing the valuation allowance and makes adjustments to the allowance as necessary. The factors used by the Company in assessing the likelihood of realization of its deferred tax assets include forecasts of future taxable income and available tax planning strategies that could be implemented. The Company’s ability to achieve forecasted taxable income in the applicable taxing jurisdictions could affect the ultimate realization of its deferred tax assets. At December 31, 2022 and 2021, the Company carried a valuation allowance of $7 million and $8 million, respectively, of which $6 million and $7 million, respectively, related to net operating losses and the remaining $1 million related to other deferred tax assets. The decrease in the overall valuation allowance during 2022 was primarily due to the reversal of the allowance previously provided against certain foreign net operating losses and other deferred tax assets. Based on future operating results in certain jurisdictions, it is possible that the current valuation allowance positions of those jurisdictions could be adjusted during the next 12 months.

As of December 31, 2022, 2021 and 2020, the liability for income taxes associated with uncertain tax positions was $3 million, $8 million and $7 million, respectively. The net decrease in the liability in 2022 from 2021 was primarily attributable to the resolution of state tax matters from prior years and the net increase in the liability in 2021 from 2020 was primarily attributable to positions taken on the Company’s tax returns for prior years. The liabilities could be reduced by $2 million, $3 million and $2 million as of December 31, 2022, 2021 and 2020, respectively, due to offsetting tax benefits associated with the correlative effects of potential adjustments, including timing adjustments and state income taxes. The net liability, if recognized, would favorably affect the Company’s effective income tax rate.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits for the years ended December 31, 2022, 2021 and 2020 is as follows:

	Year ended December 31,
	2022			2021		2020
	(in millions)
Unrecognized tax benefits—beginning balance	$	8		$	7	$	1
Gross increases (decreases)—prior period tax    positions		—			—		5
Gross increases—current period tax positions		1			1		1
Settlements with taxing authorities		(6	)		—		—
Unrecognized tax benefits—ending balance	$	3		$	8	$	7

The Company’s continuing practice is to recognize interest and penalties related to uncertain tax positions in income tax expense. Accrued interest and penalties, net of tax benefits, related to uncertain tax positions were not material as of December 31, 2022, 2021 and 2020.

The Company, or one of its subsidiaries, files income tax returns in the U.S. federal jurisdiction, various state jurisdictions and various non-U.S. jurisdictions. The primary non-federal jurisdictions are California, Canada, India and the United Kingdom. As of December 31, 2022, the Company is, generally, no longer subject to U.S. federal and state income tax examinations for years prior to 2019, and, for non-U.S. jurisdictions, income tax examinations for years prior to 2014.

It is reasonably possible that the amount of the unrecognized benefit with respect to certain of the Company’s unrecognized tax positions may increase or decrease within the next 12 months. Any such change may be the result of ongoing audits or the expiration of federal and state statutes of limitations for the assessment of taxes.

The Company records a liability for potential tax assessments based on its estimate of the potential exposure. New tax laws and new interpretations of laws and rulings by taxing authorities may affect the liability for potential tax assessments. Due to the subjectivity and complex nature of the underlying issues, actual payments or assessments may differ from estimates. To the extent that the Company’s estimates differ from actual payments or assessments, income tax expense is adjusted. The Company’s income tax returns in several jurisdictions are being examined by various taxing authorities. The Company believes that adequate amounts of tax and related interest from any adjustments that may result from these examinations have been provided for.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

NOTE 15. Earnings Per Share:

The computation of basic and diluted earnings per share is as follows:

	Year ended December 31,
	2022		2021		2020
	(in millions, except per share data)
Numerator
Net income attributable to the Company	$	263	$	1,241	$	696
Denominator
Basic weighted-average common shares		107.0		111.0		112.7
Effect of dilutive RSUs		0.3		0.4		0.3
Diluted weighted-average common shares		107.3		111.4		113.0
Net income per share attributable to the Company’s    stockholders (1)
Basic	$	2.46	$	11.18	$	6.18
Diluted	$	2.45	$	11.14	$	6.16

(1)Net income per share may not recalculate due to rounding.

For the years ended December 31, 2022 and 2020, 19 thousand and 203 thousand RSUs were excluded from the weighted-average diluted common shares outstanding due to their antidilutive effect. For the year ended December 31, 2021, RSUs excluded from diluted weighted-average common shares outstanding due to their antidilutive effect were not material.

NOTE 16. Employee Benefit Plans:

The First American Financial Corporation 401(k) Savings Plan (the “Savings Plan”) allows for employee-elective contributions up to the maximum amount as determined by the Internal Revenue Code. The Company makes discretionary contributions to the Savings Plan based on profitability, as well as the contributions of participants. The Savings Plan held 1.6 million shares and 1.7 million shares of the Company’s common stock, representing 1.5% and 1.6% of the Company’s total common shares outstanding at December 31, 2022 and 2021, respectively. Effective July 1, 2015, additional investments in common stock of the Company are no longer allowed.

The Company maintains a deferred compensation plan for certain employees that allows participants to defer up to 100% of their salary, commissions and certain bonuses. Participants can allocate their deferrals among a variety of investment crediting options (known as “deemed investments”). The term deemed investments means that the participant has no ownership interest in the funds they select; the funds are only used to measure the gains or losses that will be attributed to each participant’s deferral account over time. Participants can elect to have their deferral balance paid out while they are still employed or after their employment ends. The deferred compensation plan is exempt from most provisions of the Employee Retirement Income Security Act because it is only available to a select group of management and highly compensated employees and is not a qualified employee benefit plan. To preserve the tax-deferred savings advantages of a nonqualified deferred compensation plan, federal law requires that it be unfunded or informally funded. Participant deferrals, and any earnings on those deferrals, are general unsecured obligations of the Company. The Company informally funds the deferred compensation plan through a tax-advantaged investment known as variable universal life insurance. Deferred compensation plan assets are held as an asset of the Company within a special trust, known as a “Rabbi Trust.” At December 31, 2022 and 2021, the value of the assets held in the Rabbi Trust of $110 million and $134 million, respectively, and the unfunded liabilities of $136 million and $153 million, respectively, were included in the consolidated balance sheets in other assets and pension costs and other retirement plans, respectively.

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FIRST AMERICAN FINANCIAL CORPORATION

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company also has nonqualified, unfunded supplemental benefit plans covering certain management personnel, which are comprised primarily of the Executive and Management Supplemental Benefit Plans and the smaller Pension Restoration Plan (collectively, the “unfunded supplemental benefit plans”). The Executive and Management Supplemental Benefit Plans, subject to certain limitations, provide participants with maximum annual benefits of 30% and 15%, respectively, of average annual compensation over a fixed five-year period. Effective January 1, 2011, the plans were closed to new participants.

Certain of the Company’s subsidiaries have separate savings and employee benefit plans. Expenses related to these plans and the Company’s deferred compensation plan are included below under other plans, net.

The principal components of employee benefit costs are summarized as follows:

	Year ended December 31,
	2022			2021		2020
	(in millions)
Expense:
Savings plan	$	37		$	74	$	32
Unfunded supplemental benefit plans		12			11		9
Other plans, net (1)		(14	)		24		19
	$	35		$	109	$	60

(1)For the year ended December 31, 2022, participant investments included in the deferred compensation plan realized losses in excess of expenses recorded by the Company.

The following table summarizes the benefit obligations and funded status associated with the Company’s unfunded supplemental benefit plans:

	December 31,
	2022			2021
	(in millions)
Change in projected benefit obligation:
Benefit obligation at beginning of year	$	262		$	283
Interest costs		6			5
Actuarial gains		(57	)		(11	)
Benefits paid		(15	)		(15	)
Projected benefit obligation at end of year		196			262
Change in plan assets:
Contributions		15			14
Benefits paid		(15	)		(14	)
Fair value of plan assets at end of year		—			—
Reconciliation of funded status:
Unfunded status of the plans	$	196		$	262
Amounts recognized in the consolidated balance sheet:
Accrued benefit liability	$	196		$	262
Amounts recognized in accumulated other         comprehensive income/loss:
Unrecognized net actuarial loss	$	48		$	111
	$	48		$	111
Accumulated benefit obligation at end of year	$	196		$	262

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Net periodic benefit costs related to the Company’s unfunded supplemental benefit pension plans are summarized as follows:

	Year ended December 31,
	2022		2021			2020
	(in millions)
Expense:
Interest costs	$	6	$	5		$	7
Amortization of net actuarial loss		6		7			5
Amortization of prior service credit		—		(1	)		(3	)
	$	12	$	11		$	9

Net actuarial loss for the unfunded supplemental benefit plans expected to be amortized from accumulated other comprehensive income/loss into net periodic benefit cost during 2023 is $2 million.

The weighted-average discount rate assumptions used to determine net periodic benefit costs for the Executive and Management Supplemental Benefit Plans for the years ended December 31, 2022, 2021 and 2020, are as follows:

	Year ended December 31,
	2022			2021			2020
Discount rates:
Projected benefit obligation		2.89	%		2.49	%		3.27	%
Service cost		3.29	%		3.14	%		3.71	%
Interest cost		2.37	%		1.83	%		2.86	%

The weighted-average discount rate assumptions used to determine the projected benefit obligations for the Executive and Management Supplemental Benefit Plans at December 31, 2022 and 2021, are as follows:

	December 31,
	2022			2021
Discount rate		5.56	%		2.89	%

The discount rate assumptions used reflect the yield available on high-quality, fixed-income debt securities that match the expected timing of the benefit obligation payments.

The Company expects to make cash contributions of $16 million to its unfunded supplemental benefit plans during 2023.

Benefit payments, which reflect expected future service, as appropriate, are expected to be made as follows:

Year	(in millions)
2023	$	16
2024	$	17
2025	$	17
2026	$	17
2027	$	16
Five years thereafter	$	77

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

NOTE 17. Fair Value Measurements:

Certain of the Company’s assets and liabilities are carried at fair value. Fair value is defined as 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.

The Company categorizes its assets and liabilities carried at fair value 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 Company (observable inputs) and the Company’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The hierarchy for inputs used in determining fair value maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. The hierarchy level assigned to the assets and liabilities is based on management’s assessment of the transparency and reliability of the inputs used to estimate the fair values at the measurement date. The three hierarchy levels are defined as follows:

Level 1—Valuations based on unadjusted quoted market prices in active markets for identical assets or liabilities.

Level 2—Valuations based on observable inputs (other than Level 1 prices), such as quoted prices for similar assets or liabilities 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.

If the inputs used to measure fair value fall into different levels of the fair value hierarchy, the hierarchy level assigned is based upon the lowest level of input that is significant to the fair value measurement.

Assets measured at fair value on a recurring basis

The valuation techniques and inputs used by the Company to estimate the fair value of assets measured on a recurring basis are summarized as follows:

Debt securities

The fair values of debt securities were based on the market values obtained from independent pricing services that were evaluated using pricing models that vary by asset class and incorporate available trade, bid and other market information and price quotes from well-established, independent broker-dealers. The independent pricing services monitor market indicators, industry and economic events, and for broker-quoted only securities, obtain quotes from market makers or broker-dealers that they recognize to be market participants. The pricing services utilize the market approach in determining the fair values of the debt securities held by the Company. The Company obtains an understanding of the valuation models and assumptions utilized by the services and has controls in place to determine that the values provided represent fair values. The Company’s validation procedures include comparing prices received from the pricing services to quotes received from other third-party sources for certain securities with market prices that are readily verifiable. If the price comparison results in differences over a predefined threshold, the Company will assess the reasonableness of the changes relative to prior periods given the prevailing market conditions and assess changes in the issuers’ credit worthiness, performance of any underlying collateral and prices of the instrument relative to similar issuances. To date, the Company has not made any material adjustments to the fair value measurements provided by the pricing services.

Typical inputs and assumptions to pricing models used to value the Company’s debt securities include, but are not limited to, benchmark yields, reported trades, broker-dealer quotes, credit spreads, credit ratings, bond insurance (if applicable), benchmark securities, bids, offers, reference data and industry and economic events. For mortgage-backed securities, inputs and assumptions may also include the structure of issuance, characteristics of the issuer, collateral attributes and prepayment speeds.

Marketable equity securities

The fair values of marketable equity securities, including preferred and common stocks, were based on quoted market prices for identical assets that are readily and regularly available in an active market.

82

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following tables present the fair values of the Company’s assets, measured on a recurring basis, as of December 31, 2022 and 2021:

(in millions)	Total		Level 1		Level 2		Level 3
December 31, 2022
Debt securities:
U.S. Treasury bonds	$	303	$	—	$	303	$	—
Municipal bonds		1,479		—		1,479		—
Foreign government bonds		194		—		194		—
Governmental agency bonds		229		—		229		—
Governmental agency mortgage-backed securities		4,601		—		4,601		—
U.S. corporate debt securities		921		—		921		—
Foreign corporate debt securities		443		—		443		—
		8,170		—		8,170		—
Marketable equity securities:
Common stocks		269		269		—		—
Preferred stocks		11		11		—		—
		280		280		—		—
Mortgage loans held for sale		16		—		14		2
Total	$	8,466	$	280	$	8,184	$	2

(in millions)	Total		Level 1		Level 2		Level 3
December 31, 2021
Debt securities:
U.S. Treasury bonds	$	123	$	—	$	123	$	—
Municipal bonds		1,649		—		1,649		—
Foreign government bonds		227		—		227		—
Governmental agency bonds		177		—		177		—
Governmental agency mortgage-backed securities		5,607		—		5,607		—
U.S. corporate debt securities		1,081		—		1,081		—
Foreign corporate debt securities		498		—		498		—
		9,362		—		9,362		—
Marketable equity securities:
Common stocks		640		640		—		—
Preferred stocks		17		17		—		—
		657		657		—		—
Mortgage loans held for sale		12		—		11		1
Total	$	10,031	$	657	$	9,373	$	1

There were no transfers between Levels 1, 2 and 3 during the years ended December 31, 2022 and 2021. Transfers into or out of the Level 3 category occur when unobservable inputs become either more, or less, significant to the fair value measurement. The Company’s policy is to recognize transfers between levels in the fair value hierarchy at the end of the reporting period.

83

FIRST AMERICAN FINANCIAL CORPORATION

AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Financial instruments not measured at fair value

In estimating the fair values of its financial instruments not measured at fair value, the Company used the following methods and assumptions:

Cash and cash equivalents

The carrying amount for cash and cash equivalents approximates fair value due to the short-term maturity of these investments.

Deposits with banks

The fair value of deposits with banks is estimated based on rates currently offered for deposits of similar remaining maturities, where applicable.

Notes receivable, net

The fair value of notes receivable, net is estimated based on current market rates offered for notes with similar maturities and credit quality.

Secured financings receivable

The carrying amount of secured financings receivable approximates fair value due to the short-term nature of these assets.

Secured financings payable

The carrying amount of secured financings payable approximates fair value due to the short-term nature of these liabilities.

Notes and contracts payable

The fair value of notes and contracts payable is estimated based on current rates offered for debt of similar remaining maturities.

The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments not measured at fair value as of December 31, 2022 and 2021:

	Carrying		Estimated fair value
(in millions)	Amount		Total		Level 1		Level 2		Level 3
December 31, 2022
Assets:
Cash and cash equivalents	$	1,224	$	1,224	$	1,224	$	—	$	—
Deposits with banks	$	63	$	62	$	8	$	54	$	—
Notes receivable, net	$	11	$	11	$	—	$	—	$	11
Secured financings receivable	$	423	$	423	$	—	$	423	$	—
Liabilities:
Secured financings payable	$	366	$	366	$	—	$	366	$	—
Notes and contracts payable	$	1,646	$	1,405	$	—	$	1,401	$	4

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FIRST AMERICAN FINANCIAL CORPORATION

AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

	Carrying		Estimated fair value
(in millions)	Amount		Total		Level 1		Level 2		Level 3
December 31, 2021
Assets:
Cash and cash equivalents	$	1,228	$	1,228	$	1,228	$	—	$	—
Deposits with banks	$	58	$	58	$	13	$	45	$	—
Notes receivable, net	$	32	$	32	$	—	$	—	$	32
Secured financings receivable	$	565	$	565	$	—	$	565	$	—
Liabilities:
Secured financings payable	$	529	$	529	$	—	$	529	$	—
Notes and contracts payable	$	1,648	$	1,724	$	—	$	1,720	$	4

Assets measured at fair value on a non-recurring basis

The Company measures the fair value of certain assets on a non-recurring basis when events or changes in circumstances indicate that the carrying amount may not be recoverable. These assets generally include goodwill, title plants and other indexes, other intangible assets, property and equipment and equity-method investments.

NOTE 18. Share-Based Compensation Plans:

The First American Financial Corporation 2020 Incentive Compensation Plan (the “Incentive Compensation Plan”), effective January 22, 2020, permits the granting of stock options, stock appreciation rights, restricted stock, RSUs, PRSUs, performance shares and other stock-based awards. Eligible participants, which include the Company’s directors and officers, as well as other employees, may elect to defer the distribution of their RSUs to a future date beyond the scheduled vesting date. At December 31, 2022, 1.6 million shares of common stock remain available to be issued by the Company, subject to certain annual limits based on the type of award granted. The Company settles its equity awards with authorized but unissued shares of its common stock. The Incentive Compensation Plan terminates 10 years from its effective date unless canceled earlier by the Company’s board of directors.

The First American Financial Corporation 2010 Employee Stock Purchase Plan (the “ESPP”) allows eligible employees the option to purchase common stock of the Company at 85% of the lower of the closing price on either the first or last day of each quarterly offering period. There were 0.6 million shares issued in connection with this plan for the year ended December 31, 2022 and 0.5 million for the years ended December 31, 2021 and 2020.

In March 2022, the Company’s board of directors amended the First American Financial Corporation 2010 Employee Stock Purchase Plan (the “Amended ESPP”), effective July 1, 2022. The Amended ESPP increases the maximum number of shares of Company common stock available for sale from 5 million to 14 million. In addition, the Amended ESPP extends the term of the plan from July 1, 2023 to July 1, 2032. At December 31, 2022, there were 9.0 million shares reserved for future issuances.

The following table summarizes the costs associated with the Company’s share-based compensation plans:

	Year ended December 31,
	2022		2021		2020
	(in millions)
Expense:
RSUs	$	58	$	48	$	47
PRSUs		3		—		—
Employee stock purchase plan		6		6		5
	$	67	$	54	$	52

The following table summarizes RSU and PRSU activity for the year ended December 31, 2022:

85

FIRST AMERICAN FINANCIAL CORPORATION

AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in millions, except weighted-average grant-date fair value)	Shares			Weighted-average grant-date fair value
Unvested at December 31, 2021		0.9		$	58.11
Granted during 2022		1.0			67.65
Vested during 2022		(1.0	)		63.47
Unvested at December 31, 2022		0.9		$	63.01

As of December 31, 2022, there was $29 million of total unrecognized compensation cost related to unvested RSUs and PRSUs that is expected to be recognized over a weighted-average period of 2.0 years. The fair values of RSUs and PRSUs is generally based on the market value of the Company’s shares on the date of grant. The weighted-average grant-date fair values of RSUs and PRSUs for the year ended December 31, 2022 was $67.65 and, for the years ended December 31, 2021 and 2020, the weighted-average grant-date fair values of RSUs were $56.65 and $63.14 for the years ended December 31, 2022, 2021 and 2020, respectively. The total fair values of shares distributed for the years ended December 31, 2022, 2021 and 2020 were $57 million, $49 million and $56 million, respectively. At December 31, 2022, 1.2 million shares were vested but not distributed.

NOTE 19. Stockholders’ Equity:

In June 2022, the Company’s board of directors approved a new share repurchase plan and terminated its prior share repurchase plan. The Company’s new share repurchase plan authorizes the repurchase of up to $400 million of the Company's common stock, of which $287 million remained as of December 31, 2022. Purchases may be made from time to time by the Company in the open market at prevailing market prices or in privately negotiated transactions. During the year ended December 31, 2022, the Company repurchased and retired, under both the Company’s prior authorization and the current authorization, 7.5 million shares of its common stock for a total purchase price of $441 million and, as of December 31, 2022, had cumulatively repurchased and retired 10.4 million shares of its common stock for a total purchase price of $598 million.

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FIRST AMERICAN FINANCIAL CORPORATION

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

NOTE 20. Accumulated Other Comprehensive Income (Loss) (“AOCI”):

The following table presents a summary of the changes in each component of AOCI for the years ended December 31, 2022, 2021 and 2020:

	First American Financial Corporation
(in millions)	Unrealized gains (losses) on debt securities			Foreign currency translation adjustment			Pension benefit adjustment			Accumulated other comprehensive income (loss)
Balance at December 31, 2019	$	84		$	(52	)	$	(73	)	$	(41	)
Change in unrealized gains (losses) on debt securities		116			—			—			116
Change in unrealized gains (losses) on debt securities for    which credit-related portion was recognized in earnings		1			—			—			1
Change in foreign currency translation adjustment		—			14			—			14
Net actuarial loss		—			—			(31	)		(31	)
Amortization of net actuarial loss		—			—			5			5
Amortization of prior service credit		—			—			(3	)		(3	)
Tax effect		(29	)		—			8			(21	)
Balance at December 31, 2020		172			(38	)		(94	)		40
Change in unrealized gains (losses) on debt securities		(189	)		—			—			(189	)
Change in foreign currency translation adjustment		—			(2	)		—			(2	)
Net actuarial gain		—			—			11			11
Amortization of net actuarial loss		—			—			7			7
Amortization of prior service credit		—			—			(1	)		(1	)
Tax effect		46			1			(5	)		42
Balance at December 31, 2021		29			(39	)		(82	)		(92	)
Change in unrealized gains (losses) on debt securities		(1,045	)		—			—			(1,045	)
Change in foreign currency translation adjustment		—			(43	)		—			(43	)
Net actuarial gain		—			—			57			57
Amortization of net actuarial loss		—			—			6			6
Tax effect		264			1			(16	)		249
Balance at December 31, 2022	$	(752	)	$	(81	)	$	(35	)	$	(868	)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table presents the other comprehensive income (loss) reclassification adjustments for the years ended December 31, 2022, 2021 and 2020:

	Unrealized gains (losses) on debt securities			Foreign currency translation adjustment			Pension benefit adjustment			Total other comprehensive income (loss)
	(in millions)
Year ended December 31, 2022
Pretax change before reclassifications	$	(1,182	)	$	(43	)	$	57		$	(1,168	)
Reclassifications out of AOCI		137			—			6			143
Tax effect		264			1			(16	)		249
Total other comprehensive income (loss), net of tax	$	(781	)	$	(42	)	$	47		$	(776	)
Year ended December 31, 2021
Pretax change before reclassifications	$	(169	)	$	(2	)	$	11		$	(160	)
Reclassifications out of AOCI		(20	)		—			6			(14	)
Tax effect		46			1			(5	)		42
Total other comprehensive income (loss), net of tax	$	(143	)	$	(1	)	$	12		$	(132	)
Year ended December 31, 2020
Pretax change before reclassifications	$	125		$	14		$	(31	)	$	108
Reclassifications out of AOCI		(8	)		—			2			(6	)
Tax effect		(29	)		—			8			(21	)
Total other comprehensive income (loss), net of tax	$	88		$	14		$	(21	)	$	81

The following table presents the effects of the reclassifications out of AOCI on the respective line items in the consolidated statements of income:

	Year ended December 31,
(in millions)	2022			2021			2020			Affected line items
Unrealized gains (losses) on debt securities:
Net realized (losses) gains on sales of debt      securities	$	(137	)	$	20		$	15		Net investment (losses) gains
Credit losses recognized on debt securities		—			—			(7	)	Net investment (losses) gains
Pretax total	$	(137	)	$	20		$	8
Tax effect	$	35		$	(5	)	$	(2	)
Pension benefit adjustment (1):
Amortization of net actuarial loss	$	(6	)	$	(7	)	$	(5	)	Other operating expenses
Amortization of prior service credit		—			1			3		Other operating expenses
Pretax total	$	(6	)	$	(6	)	$	(2	)
Tax effect	$	2		$	2		$	1

(1)Amounts are components of net periodic cost. See Note 16 Employee Benefit Plans for additional details.

NOTE 21. Litigation and Regulatory Contingencies:

The Company and its subsidiaries are parties to a number of lawsuits and are also involved in numerous ongoing routine legal and regulatory proceedings related to their operations. These lawsuits and proceedings frequently are similar in nature to other lawsuits and proceedings pending against the Company’s competitors. When the Company has determined that a loss is both probable and reasonably estimable, a liability representing the best estimate of the Company’s financial exposure based on known facts has been recorded. Actual losses may materially differ from the amounts recorded.

88

FIRST AMERICAN FINANCIAL CORPORATION

AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

With respect to the Company’s outstanding ordinary course lawsuits and proceedings, the Company has determined either that a loss is not reasonably possible or that the estimated loss or range of loss, if any, will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows. The Company’s ordinary course lawsuits include putative or purported class action lawsuits, which challenge practices in the Company’s title insurance and services and home warranty businesses.

The Company’s title insurance, property and casualty insurance, home warranty, mortgage servicing and subservicing, banking, thrift, trust and wealth management businesses are regulated by various federal, state and local governmental agencies. Many of the Company’s other businesses operate within statutory guidelines. Consequently, the Company may from time to time be subject to examination or investigation by such governmental agencies. Currently, governmental agencies are examining or investigating certain of the Company’s operations. Exams and investigations by governmental agencies include an investigation initiated in connection with the information security incident that occurred during the second quarter of 2019 by the New York Department of Financial Services. The New York Department of Financial Services has alleged violations of its cyber security requirements for financial services companies and filed a statement of charges on July 22, 2020, as amended on March 10, 2021, and the previously scheduled administrative hearing has been postponed and not rescheduled. While the ultimate disposition of the New York Department of Financial Services matter is not yet determinable, the Company does not believe that it or any of the other pending examinations or investigations will have a material adverse effect on the Company’s financial condition, results of operations or cash flows. Some of these exams or investigations could, however, result in changes to the Company’s business practices which could ultimately have a material adverse impact on the Company’s financial condition, results of operations or cash flows.

NOTE 22. Business Combinations:

During the year ended December 31, 2022, the Company completed acquisitions for an aggregate purchase price of $311 million in cash. These acquisitions have been included in the Company’s title insurance and services segment.

In May 2022, the Company acquired a California-based provider of title insurance, underwriting and escrow services for residential and commercial real estate transactions for a purchase price of $300 million in cash. In connection with the purchase, the Company recorded fair value estimates for goodwill, other intangible assets and title plants of $203 million, $34 million and $29 million, respectively. The Company recognized revenues of $110 million and pre-tax income of $12 million since the acquisition date, related to the acquiree, during the year ended December 31, 2022.

NOTE 23. Segment Financial Information:

Selected financial information about the Company’s operations, by segment, for the years ended December 31, 2022, 2021 and 2020, is as follows:

89

FIRST AMERICAN FINANCIAL CORPORATION

AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

	Revenues			Depreciation and amortization		Income (loss) before income taxes			Assets		Capital expenditures
	(in millions)
2022
Title Insurance and Services	$	7,547		$	162	$	758		$	13,911	$	271
Specialty Insurance		437			5		27			461		4
Corporate and Eliminations		(379	)		—		(459	)		583		—
	$	7,605		$	167	$	326		$	14,955	$	275
2021
Title Insurance and Services	$	8,320		$	152	$	1,358		$	15,058	$	168
Specialty Insurance		541			6		36			557		4
Corporate and Eliminations		360			—		248			836		—
	$	9,221		$	158	$	1,642		$	16,451	$	172
2020
Title Insurance and Services	$	6,535		$	141	$	1,026		$	11,922	$	117
Specialty Insurance		532			8		(25	)		645		4
Corporate and Eliminations		19			—		(78	)		229		—
	$	7,086		$	149	$	923		$	12,796	$	121

	Direct premiums and escrow fees		Agent premiums		Information and other			Net investment income			Net investment gains (losses)			Total Revenues
	(in millions)
2022
Title Insurance and Services	$	2,663	$	3,548	$	1,127		$	359		$	(150	)	$	7,547
Specialty Insurance		422		—		22			6			(13	)		437
Corporate and Eliminations		—		—		(1	)		(25	)		(353	)		(379	)
	$	3,085	$	3,548	$	1,148		$	340		$	(516	)	$	7,605
2021
Title Insurance and Services	$	3,100	$	3,757	$	1,203		$	188		$	72		$	8,320
Specialty Insurance		498		—		13			7			23			541
Corporate and Eliminations		—		—		(1	)		20			341			360
	$	3,598	$	3,757	$	1,215		$	215		$	436		$	9,221
2020
Title Insurance and Services	$	2,490	$	2,759	$	1,001		$	199		$	86		$	6,535
Specialty Insurance		498		—		13			9			12			532
Corporate and Eliminations		—		—		(1	)		13			7			19
	$	2,988	$	2,759	$	1,013		$	221		$	105		$	7,086

The Company’s title insurance and services segment offers title insurance, closing services and similar or related products and services both domestically and internationally. The operations of the Company’s specialty insurance and corporate segments are entirely domestic.

90

FIRST AMERICAN FINANCIAL CORPORATION

AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Domestic and foreign revenues from external customers for the title insurance and services segment are as follows:

	Year Ended December 31,
	2022				2021				2020
	Domestic		Foreign		Domestic		Foreign		Domestic		Foreign
	(in millions)
Revenues	$	7,131	$	416	$	7,872	$	448	$	6,193	$	342

Domestic and foreign long-lived assets for the title insurance and services segment are as follows:

	December 31,
	2022				2021				2020
	Domestic		Foreign		Domestic		Foreign		Domestic		Foreign
	(in millions)
Long-lived assets	$	1,001	$	51	$	945	$	51	$	957	$	60

91

SCHEDULE I

1 OF 1

FIRST AMERICAN FINANCIAL CORPORATION

AND SUBSIDIARY COMPANIES

SUMMARY OF INVESTMENTS—OTHER THAN INVESTMENTS IN RELATED PARTIES

(in millions)

December 31, 2022

Column A	Column B		Column C			Column D
Type of investment	Cost		Market value			Amount at which shown in the balance sheet
Deposits with banks:
Consolidated	$	63	$	62		$	63
Debt securities:
U.S. Treasury bonds
Consolidated	$	309	$	303		$	303
Municipal bonds
Consolidated	$	1,671	$	1,479		$	1,479
Foreign government bonds
Consolidated	$	208	$	194		$	194
Governmental agency bonds
Consolidated	$	248	$	229		$	229
Governmental agency mortgage-backed securities
Consolidated	$	5,253	$	4,601		$	4,601
U.S. corporate debt securities
Consolidated	$	1,004	$	921		$	921
Foreign corporate debt securities
Consolidated	$	477	$	443		$	443
Total debt securities:
Consolidated	$	9,170	$	8,170		$	8,170
Equity securities:
Consolidated	$	724	$	754	(1)	$	754
Notes receivable, net:
Consolidated	$	11	$	11		$	11
Total investments:
Consolidated	$	9,968	$	8,997		$	8,998

(1)Included in equity securities are non-marketable equity securities and equity method investments. Estimates of fair value for these investments could not be made without incurring excessive costs.

92

SCHEDULE II

1 OF 5

FIRST AMERICAN FINANCIAL CORPORATION

(Parent Company)

CONDENSED BALANCE SHEETS

(in millions, except par values)

	December 31,
	2022			2021
Assets
Cash and cash equivalents	$	597		$	925
Due from subsidiaries, net		10			79
Income taxes receivable		22			11
Investment in subsidiaries		5,908			6,862
Equity securities		15			206
Deferred income taxes		54			14
Other assets		118			137
	$	6,724		$	8,234
Liabilities and Equity
Accounts payable and other accrued liabilities	$	36		$	30
Pension costs and other retirement plans		333			416
Income taxes payable		10			24
Deferred income taxes		19			345
Notes and contracts payable		1,638			1,636
		2,036			2,451
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.00001 par value; Authorized—0.5 shares;    Outstanding—none		—			—
Common stock, $0.00001 par value; Authorized—300.0 shares;
Outstanding—103.2 shares and 109.7 shares		—			—
Additional paid-in capital		1,812			2,179
Retained earnings		3,721			3,680
Accumulated other comprehensive loss		(868	)		(92	)
Total stockholders’ equity		4,665			5,767
Noncontrolling interests		23			16
Total equity		4,688			5,783
	$	6,724		$	8,234

See Notes to Condensed Financial Statements

93

SCHEDULE II

2 OF 5

FIRST AMERICAN FINANCIAL CORPORATION

(Parent Company)

CONDENSED STATEMENTS OF INCOME

(in millions)

	Year Ended December 31,
	2022			2021		2020
Revenues:
Dividends from subsidiaries	$	733		$	622	$	604
Other (losses) income		(23	)		19		14
Net investment (losses) gains		(192	)		121		7
		518			762		625
Expenses:
Other expenses		55			84		69
Income before income taxes and equity in undistributed earnings of    subsidiaries		463			678		556
Income taxes		86			162		134
Equity in undistributed (losses) earnings of subsidiaries		(112	)		733		278
Net income		265			1,249		700
Less: Net income attributable to noncontrolling interests		2			8		4
Net income attributable to the Company	$	263		$	1,241	$	696

See Notes to Condensed Financial Statements

94

SCHEDULE II

3 OF 5

FIRST AMERICAN FINANCIAL CORPORATION

(Parent Company)

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

	Year Ended December 31,
	2022			2021			2020
Net income	$	265		$	1,249		$	700
Other comprehensive income (loss), net of tax:
Unrealized (losses) gains on securities		(781	)		(143	)		88
Foreign currency translation adjustment		(42	)		(1	)		14
Pension benefit adjustment		47			12			(21	)
Total other comprehensive (loss) income, net of tax		(776	)		(132	)		81
Comprehensive (loss) income		(511	)		1,117			781
Less: Comprehensive income attributable to noncontrolling interests		2			8			4
Comprehensive (loss) income attributable to the Company	$	(513	)	$	1,109		$	777

See Notes to Condensed Financial Statements

95

SCHEDULE II

4 OF 5

FIRST AMERICAN FINANCIAL CORPORATION

(Parent Company)

CONDENSED STATEMENTS OF CASH FLOWS

(in millions)

	Year Ended December 31,
	2022			2021			2020
Cash flows from operating activities:
Cash provided by operating activities	$	779		$	641		$	600
Cash flows from investing activities:
Net cash effect of acquisitions		(296	)		—			—
Net payments to subsidiaries		(155	)		(259	)		(668	)
Purchases of equity securities		—			—			(19	)
Proceeds from sales of property and equipment		—			—			7
Cash used for investing activities		(451	)		(259	)		(680	)
Cash flows from financing activities:
Net proceeds from issuance of unsecured senior notes		—			642			444
Borrowings under unsecured credit facility		—			—			120
Repayments of borrowings under unsecured credit facility		—			—			(280	)
Net proceeds (payments) in connection with share-based    compensation		2			6			(1	)
Repurchases of Company shares		(441	)		(99	)		(139	)
Payments of cash dividends		(217	)		(213	)		(199	)
Cash (used for) provided by financing activities		(656	)		336			(55	)
Net (decrease) increase in cash and cash equivalents		(328	)		718			(135	)
Cash and cash equivalents—Beginning of period		925			207			342
Cash and cash equivalents—End of period	$	597		$	925		$	207

See Notes to Condensed Financial Statements

96

SCHEDULE II

5 OF 5

FIRST AMERICAN FINANCIAL CORPORATION

(Parent Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE 1. Description of the Company:

First American Financial Corporation is a holding company that conducts all of its operations through its subsidiaries. The Parent Company financial statements should be read in connection with the consolidated financial statements and notes thereto included elsewhere in this Form 10-K.

NOTE 2. Dividends Received:

The holding company received cash dividends from subsidiaries of $731 million, $624 million and $574 million for the years ended December 31, 2022, 2021 and 2020, respectively.

97

SCHEDULE III

1 OF 2

FIRST AMERICAN FINANCIAL CORPORATION

AND SUBSIDIARY COMPANIES

SUPPLEMENTARY INSURANCE INFORMATION

(in millions)

BALANCE SHEET CAPTIONS

Column A	Column B		Column C		Column D
Segment	Deferred policy acquisition costs		Claims reserves		Deferred revenues
2022
Title Insurance and Services	$	—	$	1,269	$	7
Specialty Insurance		20		56		190
Total	$	20	$	1,325	$	197
2021
Title Insurance and Services	$	—	$	1,210	$	6
Specialty Insurance		24		74		218
Total	$	24	$	1,284	$	224

98

SCHEDULE III

2 OF 2

FIRST AMERICAN FINANCIAL CORPORATION

AND SUBSIDIARY COMPANIES

SUPPLEMENTARY INSURANCE INFORMATION

(in millions)

INCOME STATEMENT CAPTIONS

Column A	Column F		Column G			Column H		Column I			Column J		Column K
Segment	Premiums and escrow fees		Net investment income (1)			Loss provision		Amortization of deferred policy acquisition costs (credits)			Other operating expenses		Premiums written
2022
Title Insurance and Services	$	6,211	$	209		$	248	$	—		$	1,155	$	—
Specialty Insurance		422		(7	)		238		4			82		394
Corporate and Eliminations		—		(378	)		—		—			35		—
Total	$	6,633	$	(176	)	$	486	$	4		$	1,272	$	394
2021
Title Insurance and Services	$	6,857	$	260		$	275	$	—		$	1,198	$	—
Specialty Insurance		498		30			314		11			89		450
Corporate and Eliminations		—		361			—		—			36		—
Total	$	7,355	$	651		$	589	$	11		$	1,323	$	450
2020
Title Insurance and Services	$	5,249	$	285		$	263	$	—		$	1,000	$	—
Specialty Insurance		498		21			317		(2	)		83		520
Corporate and Eliminations		—		20			—		—			36		—
Total	$	5,747	$	326		$	580	$	(2	)	$	1,119	$	520

(1) Includes net investment income and net investment gains (losses).

99

SCHEDULE IV

1 OF 1

FIRST AMERICAN FINANCIAL CORPORATION

AND SUBSIDIARY COMPANIES

REINSURANCE

(dollars in millions)

Segment	Premiums and escrow fees before reinsurance		Ceded to other companies		Assumed from other companies		Premiums and escrow fees		Percentage of amount assumed to premiums and escrow fees
Title Insurance and Services
2022	$	6,229	$	19	$	1	$	6,211		0.0	%
2021	$	6,879	$	22	$	—	$	6,857		0.0	%
2020	$	5,265	$	16	$	—	$	5,249		0.0	%
Specialty Insurance
2022	$	423	$	1	$	—	$	422		0.0	%
2021	$	504	$	6	$	—	$	498		0.0	%
2020	$	508	$	10	$	—	$	498		0.0	%

100

SCHEDULE V

1 OF 3

FIRST AMERICAN FINANCIAL CORPORATION

AND SUBSIDIARY COMPANIES

VALUATION AND QUALIFYING ACCOUNTS

(in millions)

Year Ended December 31, 2022

Column A	Column B		Column C					Column D			Column E
			Additions
Description	Balance at beginning of period		Charged to costs and expenses		Charged to other accounts			Deductions from reserve			Balance at end of period
Reserve deducted from accounts receivable:
Consolidated	$	14	$	11	$	—		$	4	(1)	$	21
Reserve for known and incurred but not reported    claims:
Consolidated	$	1,284	$	486	$	(11	)	$	434	(2)	$	1,325
Reserve deducted from notes receivable:
Consolidated	$	—	$	28	$	—		$	21		$	7
Reserve deducted from deferred income taxes:
Consolidated	$	8	$	—	$	—		$	1		$	7

(1)Amount represents accounts written off, net of recoveries.

(2)Amount represents claim payments, net of recoveries.

101

SCHEDULE V

2 OF 3

FIRST AMERICAN FINANCIAL CORPORATION

AND SUBSIDIARY COMPANIES

VALUATION AND QUALIFYING ACCOUNTS

(in millions)

Year Ended December 31, 2021

Column A	Column B		Column C					Column D			Column E
			Additions
Description	Balance at beginning of period		Charged to costs and expenses		Charged to other accounts			Deductions from reserve			Balance at end of period
Reserve deducted from accounts receivable:
Consolidated	$	14	$	4	$	—		$	4	(1)	$	14
Reserve for known and incurred but not reported    claims:
Consolidated	$	1,178	$	589	$	(1	)	$	482	(2)	$	1,284
Reserve deducted from deferred income taxes:
Consolidated	$	9	$	—	$	—		$	1		$	8

(1)Amount represents accounts written off, net of recoveries.

(2)Amount represents claim payments, net of recoveries.

102

SCHEDULE V

3 OF 3

FIRST AMERICAN FINANCIAL CORPORATION

AND SUBSIDIARY COMPANIES

VALUATION AND QUALIFYING ACCOUNTS

(in millions)

Year Ended December 31, 2020

Column A	Column B		Column C				Column D			Column E
			Additions
Description	Balance at beginning of period		Charged to costs and expenses		Charged to other accounts		Deductions from reserve			Balance at end of period
Reserve deducted from accounts receivable:
Consolidated	$	13	$	7	$	—	$	6	(1)	$	14
Reserve for known and incurred but not reported    claims:
Consolidated	$	1,063	$	580	$	6	$	471	(2)	$	1,178
Reserve deducted from deferred income taxes:
Consolidated	$	10	$	—	$	—	$	1		$	9

(1)Amount represents accounts written off, net of recoveries.

(2)Amount represents claim payments, net of recoveries.

103

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

The Company’s chief executive officer and chief financial officer have concluded that, as of December 31, 2022, the end of the fiscal year covered by this Annual Report on Form 10-K, the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, were effective, based on the evaluation of these controls and procedures required by Rule 13a-15(b) thereunder.

Management’s Annual Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles (“GAAP”).

The Company’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets of the Company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorization of management and directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013). Based on that assessment under the framework in Internal Control—Integrated Framework (2013), management determined that, as of December 31, 2022, the Company’s internal control over financial reporting was effective.

PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited the Company’s consolidated financial statements provided in Item 8, above, has issued a report on the Company’s internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There was no change in the Company’s internal control over financial reporting during the quarter ended December 31, 2022, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

104

Item 9B. Other Information

On February 14, 2023, the Company entered into amended and restated employment agreements with Kenneth D. DeGiorgio, Mark E. Seaton and Lisa W. Cornehl. Pursuant to the amendments, the term of each of the revised agreements was extended by one year and now expires on December 31, 2025. Each of the revised agreements incorporates the executive’s base salary at the time of the approval of the extension. The description of the amended and restated employment agreements provided herein is qualified in its entirety by reference to the employment agreements, which are attached hereto as Exhibits 10.6 to 10.8.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

105

PART III

The information required by Items 10 through 14 of this report is expected to be set forth in the definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the fiscal year ended December 31, 2022 for the Company’s upcoming 2023 meeting of stockholders (the “2023 Proxy Statement”). If the 2023 Proxy Statement is not filed within 120 days after the fiscal year ended December 31, 2022, the Company will file an amendment to this Annual Report on Form 10-K to include the information required by Items 10 through 14.

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this Item will be set forth under the captions “Information Regarding the Nominees for Election,” “Information Regarding the Other Incumbent Directors,” “Executive Officers,” “Delinquent Section 16(a) Reports,” if any, “Code of Ethics” and “Board and Committee Meetings” in the 2023 Proxy Statement and is incorporated herein by reference.

Item 11. Executive Compensation

The information required by this Item will be set forth under the captions “Executive Compensation,” “Compensation Discussion and Analysis,” “Executive Compensation Tables,” “Pay Versus Performance,” “Director Compensation,” “Compensation Committee Report” and “Compensation Committee Interlocks and Insider Participation” in the 2023 Proxy Statement and is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item will be set forth under the captions “Securities Authorized for Issuance under Equity Compensation Plans,” “Who are the largest principal stockholders outside of management?” and “Security Ownership of Management” in the 2023 Proxy Statement and is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item will be set forth under the captions “Independence of Directors” and “Transactions and Litigation with Management and Others” in the 2023 Proxy Statement and is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services

The information required by this Item will be set forth under the captions “Principal Accountant Fees and Services” and “Policy on Audit Committee Pre-approval of Audit and Permissible Nonaudit Services of Independent Auditor” in the 2023 Proxy Statement and is incorporated herein by reference.

106

PART IV

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 43 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 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 Registrant’s 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.
4.5	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 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.

107

Exhibit No.	Description	Location
*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 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.
*10.4.2	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, approved May 5, 2020.	Incorporated by reference herein to Appendix B to the Proxy Statement on Schedule 14A filed March 31, 2020.
*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 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.
*10.5.2	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.
*10.5.3	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.
*10.5.4	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.
*10.5.5	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.

108

Exhibit No.	Description	Location
*10.5.6	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.	Attached.
*10.5.7	Form of Notice of Restricted Stock Unit Grant (Employee) and Restricted Stock Unit Award Agreement (Employee), approved January 17, 2023.	Attached.
*10.5.8	Form of Performance Restricted Stock Unit Grant (Employee) and Performance Restricted Stock Unit Award Agreement (Employee), approved January 17, 2023.	Attached.
*10.6	Employment Agreement, dated February 14, 2023, between First American Financial Corporation and Kenneth D. DeGiorgio.	Attached.
*10.7	Employment Agreement, dated February 14, 2023, between First American Financial Corporation and Mark E. Seaton.	Attached.
*10.8	Employment Agreement, dated February 14, 2023, between First American Financial Corporation and Lisa W. Cornehl.	Attached.
*10.9	Employment Agreement, dated May 3, 2022, between Mother Lode Holding Company and Marsha A. Spence.	Incorporated by reference herein to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2022.
*10.10	Amendment to Employment Agreement between Mother Lode Holding Company and Marsha A. Spence.	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 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.
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 Document.	Attached.

109

Exhibit No.	Description	Location
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.	Attached.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.	Attached.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.	Attached.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.	Attached.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).	N/A.

Item 16. Form 10-K Summary

None.

110

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FIRST AMERICAN FINANCIAL CORPORATION (Registrant)
By	/S/ Kenneth D. DeGiorgio
	Kenneth D. DeGiorgio
	Chief Executive Officer
	(Principal Executive Officer)
	Date: February 14, 2023
By	/S/ MARK E. SEATON
	Mark E. Seaton
	Executive Vice President, Chief Financial Officer
	(Principal Financial Officer)
	Date: February 14, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/S/ Kenneth D. DeGiorgio Kenneth D. DeGiorgio	Chief Executive Officer and Director (Principal Executive Officer)	February 14, 2023
/S/ Mark E. Seaton Mark E. Seaton	Executive Vice President, Chief Financial Officer (Principal Financial Officer)	February 14, 2023
/S/ Steven A. Adams Steven A. Adams	Chief Accounting Officer (Principal Accounting Officer)	February 14, 2023
/S/ Dennis J. Gilmore Dennis J. Gilmore	Chairman of the Board of Directors	February 14, 2023
/S/ JAMES L. DOTI James L. Doti	Director	February 14, 2023
/S/ REGINALD H. GILYARD Reginald H. Gilyard	Director	February 14, 2023
/S/ Parker S. Kennedy Parker S. Kennedy	Director	February 14, 2023
/S/ MARGARET M. MCCARTHY  Margaret M. McCarthy	Director	February 14, 2023
/S/ MICHAEL D. MCKEE Michael D. McKee	Director	February 14, 2023
/S/ THOMAS V. MCKERNAN Thomas V. McKernan	Director	February 14, 2023

111

Signature	Title	Date
/S/ Mark C. Oman Mark C. Oman	Director	February 14, 2023
/S/ Marsha A. Spence Marsha A Spence	Director	February 14, 2023
/S/ MARTHA B. WYRSCH Martha B. Wyrsch	Director	February 14, 2023

112

EX-4

Exhibit 4.1

DESCRIPTION OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934

As of the end of the period covered by the report with which this exhibit is filed, First American Financial Corporation (“First American,” “we,” “us” or “our”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our common stock, par value $0.00001 per share (the “common stock”).

DESCRIPTION OF COMMON STOCK

General

Our authorized capital stock consists of 300,000,000 shares of common stock and 500,000 shares of preferred stock, $0.00001 par value per share. No shares of preferred stock are currently outstanding.

The principal stock exchange on which our common stock is listed is the New York Stock Exchange under the symbol “FAF.” All outstanding shares of common stock are validly issued, fully paid and nonassessable.

The following description of the terms of our common stock is not complete and is qualified in its entirety by reference to our amended and restated certificate of incorporation (“certificate of incorporation”), and our bylaws, each of which is incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.1 is a part.

Common Stock

Holders of our common stock are entitled to one vote per share on all matters on which stockholders generally are entitled to vote. However, except as otherwise required by law, holders of common stock are not entitled to vote on any amendment to our certificate of incorporation (including any certificate of designations relating to any series of preferred stock) that relates solely to the terms of an outstanding series of preferred stock if the holders of the affected series are entitled to vote on the amendment. Pursuant to our amended and restated certificate of incorporation, common stockholders will not be entitled to cumulative voting in the election of directors.

Subject to the rights, if any, of the holders of our preferred stock, holders of our common stock are entitled to receive dividends out of any of our funds legally available when, as and if declared by the board of directors. If we liquidate, dissolve or wind up our affairs, common stockholders are entitled to share proportionately in the assets available for distribution to them.

Holders of common stock do not have preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to our common stock.

Preferred Stock

Our board of directors is authorized to establish, from time to time, the number of shares to be included in each series of preferred stock, and to fix the designation, powers, privileges, preferences, and relative participating, optional or other rights, if any, of the shares of each series of preferred stock, and any of its qualifications, limitations or restrictions. Our board of directors is able, without any vote or action by the stockholders, to increase or decrease the number of shares of any series of preferred stock and to fix the dividend rate, voting rights, conversion privileges, redemption rights, sinking fund rights, rights upon voluntary or involuntary liquidation, dissolution or winding up and any other relative rights, preferences and limitations of the series.

Anti-Takeover Effects of Delaware Law, Our Certificate of Incorporation and Our Bylaws

Certain provisions of Delaware law, our certificate of incorporation and our bylaws could make an acquisition of First American more difficult. These provisions could delay or discourage some transactions involving an actual or potential change in control of First American or our management and may limit the ability of

our stockholders to remove current management or approve transactions that our stockholders may deem to be in their best interests.

Delaware Anti-takeover Law. We are subject to Section 203 of the Delaware General Corporation Law, an anti-takeover law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the date the person became an interested stockholder, unless:

•prior to such date, the board of directors approved either the “business combination” or the transaction which resulted in the stockholder becoming an “interested stockholder”;

•upon consummation of the transaction that resulted in the stockholder becoming an “interested stockholder,” the “interested stockholder” owned at least 85 percent of the voting stock outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned by (i) officers who are also directors and (ii) certain other stockholders; or

•on or subsequent to such date, the “business combination” is approved by the board of directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least 66 2/3 percent of the outstanding voting stock that is not owned by the “interested stockholder.”

Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own, 15 percent or more of a corporation’s voting stock.

Special Meetings of Stockholders. Under our certificate of incorporation and subject to the rights of holders of our preferred stock, if any, only the board of directors, the chairman of the board of directors or the Chief Executive Officer with the concurrence of a majority of the board of directors may call special meetings of stockholders.

Requirements for Advance Notification of Stockholder Nominations and Proposals. A stockholder who wants to make a stockholder proposal or nominate a candidate for election as director must comply with certain advance notice procedures set forth in our bylaws. The stockholder must provide the corporate secretary with notice of the proposal or nomination not later than the 90th day, nor earlier than the close of business on the 120th day, prior to the anniversary of the preceding year’s annual meeting. The notice also must contain certain required information about the stockholder and the proposal.

Prohibition of Stockholder Action by Written Consent. Our certificate of incorporation does not permit stockholders to act by written consent without a meeting.

Staggered Board; Election and Removal of Directors. Our board of directors is divided into three classes, each serving staggered three-year terms. As a result, only a portion of our board of directors is elected each year. Subject to the rights of holders of any preferred stock we may issue in the future and unless otherwise provided by law, the board of directors has the exclusive right to fill vacancies on the board. Except for additional directors elected by holders of preferred stock, directors may be removed only for cause and only with the affirmative vote of the holders of at least 66 2/3 percent of the total voting power of outstanding shares of our capital stock.

Undesignated Preferred Stock. The authorization of undesignated preferred stock enables the board of directors, without stockholder approval, to issue preferred stock with voting or other rights or preferences.

Amendment of Provisions in the Certificate of Incorporation. Our certificate of incorporation requires the affirmative vote of the holders of at least 66 2/3 percent of the total voting power of outstanding shares of our capital stock in order to amend certain provisions of our certificate of incorporation, including provisions concerning:

•election, structure and powers of the board of directors;

•prohibition of stockholder action by written consent;

•special meetings of the stockholders;

•personal liability of directors to us and our stockholders; and

•amendment of the certificate of incorporation.

Amendment of Provisions in the Bylaws. Our bylaws require the affirmative vote of the holders of at least 66 2/3 percent of the total voting power of outstanding shares of our capital stock in order to amend any provision of our bylaws. However, our bylaws grant our board of directors the authority to amend our bylaws without a stockholder vote.

Forum Selection Provision

Our bylaws provide that unless First American otherwise consents in writing, the sole and exclusive forum for any stockholder to bring: (a) any derivative action or proceeding brought on behalf of First American, (b) any action asserting a claim of breach of a fiduciary duty to First American or First American’s stockholders, (c) any action asserting a claim arising pursuant to any provisions of the Delaware General Corporation Law or First American’s certificate of incorporation or bylaws, or (d) any action asserting a claim governed by the internal affairs doctrine shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware).

EX-10

Exhibit 10.5.6

[Non-Employee Director]

Notice of Restricted Stock Unit Grant

Participant:	[Participant Name]
Company:	First American Financial Corporation
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.
Type of Award:	Restricted Stock Units
Plan:	First American Financial Corporation 2020 Incentive Compensation Plan
Grant:	Date of Grant: [Grant Date] Number of Shares Underlying Restricted Stock Units: [Number of Shares Granted]
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 one year after the Date of Grant.
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.

[Non-Employee Director]

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 contingent 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 Date of Grant 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:

(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.

(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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6.Delivery of Shares.

Unless delivery is deferred for reasons set forth in Section 11, 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 the satisfaction of applicable Tax-Related Items with respect thereto pursuant to Article XVII of the Plan. Restricted Stock Units may only be settled by delivery of Shares and not by any cash payment. No fractional Share will be issued pursuant to an award granted hereunder. The number of Shares issuable upon the settlement of the Restricted Stock Units will be rounded down to the nearest whole number of Shares. No payment or other adjustment will be made with respect to the fractional shares so disregarded.

7.No Ownership Rights Prior to Issuance of Shares.

Restricted Stock Units shall not be considered Shares and 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 earlier of the delivery of Shares with respect to the Restricted Stock Units or, if applicable, the date on which such Shares would have been delivered but for a deferral pursuant to a deferred compensation arrangement made available by the Company, 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 the 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. Nothing in this Agreement prevents the Participant, however, from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that the Participant has reason to believe is unlawful.

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9.Responsibility for Taxes.

The Participant acknowledges that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company. The Participant further acknowledges that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Plan, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or Dividend Equivalents; and (ii) does not commit to and is under no obligation to structure the terms of the grant of Restricted Stock Unitsor any aspect of the Plan to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges thatthe Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

10.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, California 92707, Attention: Incentive Compensation Plan Administrator, or such other address as the Company may from time to time specify.

11.Compliance with Laws and Regulations.

(a) Notwithstanding any other provision of the Plan or this Agreement, 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 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

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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.

12.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.

13.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.

14.Waiver.

The Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach of this Agreement.

15.Electronic Delivery.

The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

[Signatures on next page]

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FIRST AMERICAN FINANCIAL CORPORATION

By:______________________________

Name:

Title:

Date: [Grant Date]

Acknowledged and agreed as of the Date of Grant:

Printed Name: [Participant Name]

Date: [Acceptance Date]

[NOTE: GRANT WILL BE ACCEPTED ELECTRONICALLY]

- 6 -

EX-10

Exhibit 10.5.7

[Employee]

Notice of Restricted Stock Unit Grant

Participant:	[Participant Name]
Company:	First American Financial Corporation
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.
Type of Award:	Restricted Stock Units
Plan:	First American Financial Corporation 2020 Incentive Compensation Plan
Grant:	Date of Grant: [Grant Date] Number of Shares Underlying Bonus Restricted Stock Units: [Number of shares Granted] Number of Shares Underlying Other Restricted Stock Units: [Number of shares Granted]
Period of Restriction:	The Restricted Stock Units shall be subject to a Period of Restriction. Subject to the terms of the Plan and this Agreement, the Period of Restriction shall commence on the Date of Grant and shall lapse on the date listed in the “Lapse Date” column below. Such a lapse of the Period of Restriction shall apply to that percentage of Shares underlying the Restricted Stock Units set forth below opposite each such Lapse Date.

Lapse Date	Percentage of Shares as to Which Period of Restriction Lapses
Date of Grant + 1 year	33.333%
Date of Grant + 2 years	33.333%
Date of Grant + 3 years	33.334%

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.

[Employee]

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.

For purposes of this Agreement, “Cause,” shall be defined as: (i) embezzlement, theft or misappropriation by the Participant of any property of any of the Company, its Subsidiaries or its Affiliates; (ii) the Participant’s willful breach of any fiduciary duty to the Company, its Subsidiaries or its Affiliates; (iii) the Participant’s willful failure or refusal to comply with laws or regulations applicable to the Company, its Subsidiaries or its Affiliates and their businesses or the policies of the Company, its Subsidiaries and its Affiliates governing the conduct of its employees or directors; (iv) commission by the Participant of a felony or of any crime involving moral turpitude, fraud or misrepresentation; (v) the Participant’s refusal to perform the Participant’s job duties or to perform reasonable specific directives of the Participant’s supervisor or designee, or the senior officers or Board of Directors of the Company; or (vi) any gross negligence or willful misconduct of the Participant resulting in loss to the Company, its Subsidiaries or its Affiliates, or damage to the reputation of the Company, its Subsidiaries or its Affiliates.

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 contingent 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 Date of Grant 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, but subject to subsection 4(f):

(a)In the event of the Participant’s Termination due to his or her death, the Period of Restriction as to all Restricted Stock Units shall immediately lapse in its entirety.

(b)In the event of the Participant’s Termination due to his or her Disability, the Period of Restriction as to all Restricted Stock Units shall lapse in its entirety, provided that the Participant shall have signed a separation agreement in the form established by the Company (within the period specified by the Company and in no event later than the last day of the period within which Shares are required to be delivered pursuant to Section 6).

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(c)In the event of the Participant’s Termination due to his or her Normal Retirement, the Period of Restriction as to all Restricted Stock Units shall continue in effect until, and lapse on, the first anniversary of the date of such Normal Retirement, provided that the Participant shall have signed a separation agreement in the form established by the Company (within the period specified by the Company and in no event later than the last day of the period within which Shares are required to be delivered pursuant to Section 6).

(d) In the event of Participant’s Termination due to his or her Early Retirement, the outstanding Period of Restriction applicable to all Bonus Restricted Stock Units (but not any Other Restricted Stock Units) shall continue in effect until, and lapse on, the first anniversary of the date of such Early Retirement, provided that the Participant shall have signed a separation agreement in the form established by the Company (within the period specified by the Company and in no event later than the last day of the period within which Shares are required to be delivered pursuant to Section 6).

(e) In the event of the Participant’s involuntary Termination by the Company, a Subsidiary or an Affiliate without Cause, the outstanding Period of Restriction applicable to all Restricted Stock Units shall continue in effect until, and lapse on, the first anniversary of the date of such Termination, provided that the Participant shall have signed a separation agreement in the form established by the Company (within the period specified by the Company and in no event later than the last day of the period within which Shares are required to be delivered pursuant to Section 6).

(f) Restricted Stock Units may be subject to applicable tax withholding obligations pursuant to Article XVII of the Plan and applicable law (e.g., at Termination or retirement eligibility), regardless of when the Period of Restriction lapses with respect to such Restricted Stock Units.

For purposes of this Agreement, “Normal Retirement” means Termination of the Participant, other than for Cause, after the Participant has reached 60 years of age and “Early Retirement” means Termination of the Participant, other than for Cause, after the Participant has reached 55 years of age (but prior to having reached 60 years of age) and been employed by the Company, a Subsidiary and/or an Affiliate for more than 10 years.

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.

6.Delivery of Shares.

Unless delivery is deferred pursuant to a deferred compensation arrangement made available by the Company, or for reasons set forth in Section 12, 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 the satisfaction of applicable Tax-Related Items with respect thereto pursuant to Article XVII of the Plan. In the event that the obligation to deliver Shares arises under Sections 4(b), (c), (d) or (e) and the period within which to satisfy the condition to sign a separation agreement commences in one calendar year and ends in the next calendar year, the Shares shall be delivered in the next calendar year. Restricted Stock Units may only be settled by delivery of Shares and not by any cash payment. No fractional Share will be issued pursuant to an award granted hereunder. The number of Shares issuable upon the settlement of the Restricted Stock Units will be rounded down to the nearest whole number of Shares. No payment or other adjustment will be made with respect to the fractional shares so disregarded. Notwithstanding the foregoing, if the Participant is a “specified employee” (as such term is defined in Section 409A(a)(2)(B)(i) of the Code) and if necessary to avoid the imposition of taxes on the Participant pursuant to Section 409A of the Code, such delivery of Shares shall be delayed until the earlier of the date which is six months from the date of such Participant’s Termination for any reason other than death, or the date of the Participant’s death.

7.No Ownership Rights Prior to Issuance of Shares.

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Restricted Stock Units shall not be considered Shares and 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 earlier of the delivery of Shares with respect to the Restricted Stock Units or, if applicable, the date on which such Shares would have been delivered but for a deferral pursuant to a deferred compensation arrangement made available by the Company, 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 employment with the Company and/or its Subsidiaries and Affiliates relating to the business affairs of the Company or any such 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 the 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. Nothing in this Agreement prevents the Participant, however, from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that the Participant has reason to believe is unlawful.

9.Responsibility for Taxes.

The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Companyor the Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Plan, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or Dividend Equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant of Restricted Stock Unitsor any aspect of the Plan to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges thatthe Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer or their respective agents, at their discretion,

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to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company on the Participant’s behalf pursuant to this authorization without further consent; (iii) withholding in Shares to be issued upon settlement of the Restricted Stock Units; or (iv) any other method permitted by the Company.

Notwithstanding the foregoing, if the Participant is an officer of the Company who is subject to Section 16 of the Exchange Act, then the Company must satisfy any withholding obligations arising upon the occurrence of a taxable or tax withholding event, as applicable, by withholding in Shares to be issued upon settlement of the Restricted Stock Units pursuant to method (iii), unless the Board or the Committee determines in its discretion that the obligation for Tax-Related Items must be satisfied by one or a combination of methods (i), (ii), (iii), and (iv) above.

Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. The Participant acknowledges that, if the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant may be deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.

The Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Notwithstanding anything in this Section 9 to the contrary, to avoid a prohibited acceleration under U.S. Code Section 409A, if Shares subject to Restricted Stock Units will be withheld (or sold on the Participant’s behalf) to satisfy any Tax Related Items arising prior to the date of settlement of the Restricted Stock Units for any portion of the Restricted Stock Units that is considered nonqualified deferred compensation subject to U.S. Code Section 409A, then the number of Shares withheld (or sold on the Participant’s behalf) shall not exceed the number of Shares that equals the liability for Tax-Related Items.

10.No Right to Continued Employment.

None of the Restricted Stock 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 10 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.

11.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, California 92707, Attention: Incentive Compensation Plan Administrator, or such other address as the Company may from time to time specify.

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12.Compliance with Laws and Regulations; Recoupment.

(a) Notwithstanding any other provision of the Plan or this Agreement, 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 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.

(d) To the extent provided by any Company Arrangement or any plan or policy, including any clawback policy, in any case reasonably adopted by the Company from time to time, Shares or Restricted Stock Units awarded under this Agreement shall be subject to clawback, forfeiture, recoupment or similar requirement. For purposes of this Section, “Company Arrangement” shall mean any employment agreement with the Company or any of its current or future subsidiaries, affiliates or other related companies (each a “Related Company”); the Company’s Executive Supplemental Benefit Plan and Management Supplemental Benefit Plan; any stock option, restricted stock, stock appreciation right or other equity compensation plan of the Company or any Related Company (including, without limitation, the Plan); any pension plan and pension restoration plan of the Company or any Related Company; any deferred compensation plan of the Company or any Related Company; any other employee benefit plan of the Company or any Related Company; any change-of-control or similar agreement to which the Company and/or any Related Party and the Participant are parties; any Confidential Information and Inventions Agreement between the Company and the Participant; and any amendment, restatement or successor to any of the foregoing.

13.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.

14.Severability.

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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.

15.Waiver.

The Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach of this Agreement.

16.Other Plans.

The Participant acknowledges that any income derived from the Restricted Stock 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. Dividend Equivalents paid on either Bonus Restricted Stock Units or Other Restricted Stock Units shall not be deemed to be “Covered Compensation” under such plans.

17.Electronic Delivery.

The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

18.Imposition of Other Requirements.

The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Restricted Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

[19. Vesting of RSUs Contingent on Company Performance.

Notwithstanding any other provisions in this Agreement, except in the event of a Change of Control or a Participant’s Termination due to his or her death or Disability, the Participant’s entitlement to the receipt of any Shares hereunder is contingent upon the Company’s achievement of net income (as defined in accordance with generally acceptable accounting principles) for 2023 of $25 million or more. Net income shall be 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.][NOTE: PARAGRAPH 19 APPLIES ONLY TO EXECUTIVE OFFICER VERSION.]

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FIRST AMERICAN FINANCIAL CORPORATION

By:______________________________

Name:

Title:

Date: [Grant Date]

Acknowledged and agreed as of the Date of Grant:

Printed Name: [Participant Name]

Date: [Acceptance Date]

[NOTE: GRANT WILL BE ACCEPTED ELECTRONICALLY]

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EX-10

Exhibit 10.5.8

[Employee]

Notice of Performance Restricted Stock Unit Grant

Participant:	[Participant Name]
Company:	First American Financial Corporation
Notice:	You have been granted the following performance Restricted Stock Units (this “Award”) in accordance with the terms of the Plan and the Performance Restricted Stock Unit Award Agreement attached hereto.
Type of Award:	Performance Restricted Stock Units (“PRSUs”)
Plan:	First American Financial Corporation 2020 Incentive Compensation Plan
Grant:	Date of Grant: [Grant Date] Number of Shares Underlying Target Performance Restricted Stock Units: [Number of target shares Granted] (the “Target PRSUs”) The Award represents the right to receive shares of common stock of the Company, par value $.00001 per share (“Shares”), in an amount from 0% to 200% of the Target PRSUs. Your right to receive settlement of the Award shall vest and become earned and nonforfeitable upon (i) your satisfaction of the Service Requirement (as defined below) and (ii) the level of achievement of the Performance Goal (as defined below). Target PRSUs that become earned upon satisfaction of the Service Requirement and the Performance Goal are referred to herein as “Earned PRSUs.”
Performance Period:	January 1, 2023 – December 31, 2025
Service Requirement:	Except as otherwise provided in the Performance Restricted Stock Unit Award Agreement, you must not experience a Termination prior to the third anniversary of the Date of Grant.
Performance Goal:	The “Performance Goal” for the Performance Period shall be the Company’s Total Shareholder Return (as defined below) ranking as of the end of the Performance Period relative to the Total Shareholder Return rankings as of the end of the Performance Period of the companies in the S&P MidCap 400 Index (the “Index”), with the number of Earned PRSUs equal to the number of Target PRSUs multiplied by the applicable percentage set forth in the following table:

Performance Level	rTSR Rank(1)	Payout(2)
Below Threshold	<25th Percentile	0%
Threshold	25th Percentile	50%
Target	50th Percentile	100%
Maximum	75th Percentile	200%

(1) rTSR Rank is calculated based on the Company’s ranking within the Index based on its Total Shareholder Return as compared to the Total Shareholder Return of each company in the Index.

(2) For performance between threshold and target and between target and maximum, the percentage of the Target PRSUs that become Earned PRSUs will be determined on straight line interpolation.

“Total Shareholder Return” of the Company and of each company in the Index shall be determined pursuant to the following formula: Total Stockholder Return = (Final Price — Initial Price) + Reinvested Dividends       Initial Price For purposes of this formula, (a) “Final Price” shall be the relevant company’s average closing stock price for the twenty (20)-trading day period preceding and including the last trading day of the TSR Performance Period, (b) “Initial Price” shall be the relevant company’s average closing stock price for the twenty (20)-trading day period preceding the first trading day of the Performance Period, and (c) “Reinvested Dividends” shall be the aggregate number of shares (including fractional shares) that could have been purchased during the Performance Period had each cash dividend paid on a single share during that period been immediately reinvested in additional shares (or fractional shares) at the closing stock price on the applicable dividend payment date. Each of the foregoing amounts shall be equitably adjusted for stock splits, stock dividends, recapitalizations and other similar events affecting the shares in question without the issuer’s receipt of consideration. Any spin-off distribution of shares of common stock of one or more subsidiaries or other affiliated entities that is made during the Performance Period by a company in the Index shall be treated in the same manner as a regular cash dividend paid by that distributing company (in an amount per share of the distributing company’s common stock deemed equal to the fair market value of the common stock (or fractional share thereof) of the spun-off entity distributed per share of the distributing company’s common stock). The companies comprising the Index shall be fixed as of the beginning of the Performance Period. Notwithstanding the foregoing, (i) in the event that a company in the Index becomes subject to bankruptcy or insolvency, such company’s Total Shareholder Return at the end of the Performance Period shall be negative one hundred percent (-100%) and (ii) in the event that a company in the Index ceases to have a class of equity securities registered under the Exchange Act and actively traded on a U.S. public securities market during the Performance Period (other than as a result of any of the events described in clause (i)), such company shall be excluded for purposes of calculating the Total Shareholder Return Rankings.

Rejection:

If you wish to accept this Performance 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 Performance Restricted Stock Unit Award.

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[Employee]

Performance Restricted Stock Unit Award Agreement

This Performance Restricted Stock Unit Award Agreement (this “Agreement”), dated as of the Date of Grant set forth in the Notice of Performance 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.

For purposes of this Agreement, “Cause,” shall be defined as: (i) embezzlement, theft or misappropriation by the Participant of any property of any of the Company, its Subsidiaries or its Affiliates; (ii) the Participant’s willful breach of any fiduciary duty to the Company, its Subsidiaries or its Affiliates; (iii) the Participant’s willful failure or refusal to comply with laws or regulations applicable to the Company, its Subsidiaries or its Affiliates and their businesses or the policies of the Company, its Subsidiaries and its Affiliates governing the conduct of its employees or directors; (iv) commission by the Participant of a felony or of any crime involving moral turpitude, fraud or misrepresentation; (v) the Participant’s refusal to perform the Participant’s job duties or to perform reasonable specific directives of the Participant’s supervisor or designee, or the senior officers or Board of Directors of the Company; or (vi) any gross negligence or willful misconduct of the Participant resulting in loss to the Company, its Subsidiaries or its Affiliates, or damage to the reputation of the Company, its Subsidiaries or its Affiliates.

For purposes of this Agreement, “Normal Retirement” means Termination of the Participant, other than for Cause, after the Participant has reached 60 years of age.

2.Grant of the Performance 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 contingent right to receive the number of shares of common stock of the Company, par value $.00001 per share (“Shares”), in an amount from 0% to 200% of the Target PRSUs set forth in the Grant Notice.

3.Dividend Equivalents.

Each Target PRSU shall accrue Dividend Equivalents with respect to dividends that would otherwise be paid on the Share underlying such Target PRSU during the period from the Date of Grant to the date such Share, if any, is delivered in accordance with Section 6. Any such Dividend Equivalent shall be deemed reinvested in additional Target PRSUs 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 Service Requirement and the Performance Goal applicable to the Target PRSU on which such Dividend Equivalent is paid. Any such conversion of Dividend Equivalents shall be conclusively determined by the Committee. The Shares underlying the Target PRSUs into which Dividend Equivalents are so converted shall be delivered in accordance with Section 6 to the extent they become Earned PRSUs.

4.Termination.

Subject to the terms of the Plan and the remaining provisions of this Section 4, all PRSUs for which the Service Requirement has not been satisfied prior to the date of the Participant’s Termination shall be immediately forfeited. Notwithstanding the foregoing to the contrary:

(a)In the event of the Participant’s Termination due to his or her death, the Target PRSUs shall become Earned PRSUs as of the date of the Participant’s Termination; provided, however, that if such Termination occurs following the end of the Performance Period, the Service Requirement will be deemed satisfied and the Earned PRSUs will be settled in accordance with Section 6(a).

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(b)In the event of the Participant’s Termination due to his or her Disability, the Target PRSUs shall become Earned PRSUs as of the date of the Participant’s Termination, provided that the Participant shall have signed a separation agreement in the form established by the Company (within the period specified by the Company and in no event later than the last day of the period within which Shares are required to be delivered pursuant to Section 6(b)); provided, however, that if such Termination occurs following the end of the Performance Period, the Service Requirement will be deemed satisfied and the Earned PRSUs will be settled in accordance with Section 6(a).

(c)In the event of the Participant’s Termination due to his or her Normal Retirement, the Service Requirement shall be deemed satisfied and the Target PRSUs shall remain outstanding and become Earned PRSUs subject to satisfaction of the Performance Goal, provided that the Participant shall have signed a separation agreement in the form established by the Company (within the period specified by the Company and in no event later than the last day of the period within which Shares are required to be delivered pursuant to Section 6).

(d)[NOTE: FOR NON-EXECUTIVE OFFICERS, USE THIS BRACKETED SECTION 4(d) AND DELETE THE EXEUCTIVE ALTERNATIVE BELOW:][In the event of the Participant’s involuntary Termination by the Company, a Subsidiary or an Affiliate without Cause, the Service Requirement shall be deemed satisfied and the Target PRSUs shall remain outstanding and become Earned PRSUs subject to satisfaction of the Performance Goal, provided that the Participant shall have signed a separation agreement in the form established by the Company (within the period specified by the Company and in no event later than the last day of the period within which Shares are required to be delivered pursuant to Section 6).][NOTE: FOR EXECUTIVE OFFICERS, USE THIS BRACKETED SECTION 4(d) AND DELETE THE NON-EXEUCTIVE ALTERNATIVE ABOVE:][In the event of the Participant’s involuntary Termination by the Company, a Subsidiary or an Affiliate without Cause, the Service Requirement with respect to the Pro-Rata Portion shall be deemed satisfied and the Pro-Rata Portion shall remain outstanding and become Earned PRSUs subject to satisfaction of the Performance Goal, provided that the Participant shall have signed a separation agreement in the form established by the Company (within the period specified by the Company and in no event later than the last day of the period within which Shares are required to be delivered pursuant to Section 6). As used herein, “Pro-Rata Portion” means (i) the Target PRSUs (including any additional Target PRSUs resulting from Dividend Equivalents), multiplied by (ii) a fraction, the numerator of which is the number of days that have elapsed since the Date of Grant and the denominator of which is 1,096.]

5.Change of Control.

(a)In the event of a Change of Control that has been approved by the Company’s Incumbent Board prior to the occurrence of such Change of Control: (i) the Performance Period will be deemed to end as of the date of such Change of Control; (ii) the Performance Goal will be measured based on actual performance through the date of such Change of Control, with the Final Price based on the stock price immediately prior to the consummation of such Change of Control; and (iii) the Earned PRSUs will remain outstanding subject to satisfaction of the Service Requirement.

(b)In the event of a Change of Control that has not been approved by the Company’s Incumbent Board prior to the occurrence of such Change of Control: (i) the Performance Period will be deemed to end as of the date of such Change of Control; (ii) the Performance Goal will be measured based on actual performance through the date of such Change of Control, with the Final Price based on the stock price immediately prior to the consummation of such Change of Control; (iii) so long as the Participant has not experienced a Termination prior to the date of such Change of Control, the Service Requirement will be deemed satisfied as of the date of such Change of Control; and (iv) any Earned PRSUs will be settled in accordance with Section 6(a).

6.Delivery of Shares.

(a)Subject to Section 6(b), unless delivery is deferred pursuant to a deferred compensation arrangement made available by the Company, or for reasons set forth in Section 12, as soon as reasonably practicable following (i) the later of (A) the end of the Performance Period or (B) the satisfaction of the Service Requirement and (ii) certification of the achievement of the Performance Goal by the Committee, but in no event later than March 15 of the calendar year following the calendar year in which the Performance Period ends (or the Service Requirement is satisfied, if later), the Company shall cause to be delivered to the Participant the full number of Shares underlying the Earned PRSUs (including all Earned PRSUs resulting from Dividend Equivalents), subject to the satisfaction of

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applicable Tax-Related Items with respect thereto pursuant to Article XVII of the Plan.

(b)With respect to Target PRSUs that become Earned PRSUs pursuant to Sections 4(a) or 4(b) prior to the end of the Performance Period, unless delivery is deferred pursuant to a deferred compensation arrangement made available by the Company, or for reasons set forth in Section 12, as soon as reasonably practicable following the date of the Participant’s Termination, but in no event later than March 15 of the calendar year following the calendar year in which such Termination occurs, the Company shall cause to be delivered to the Participant the full number of Shares underlying the Earned PRSUs (including all Earned PRSUs resulting from Dividend Equivalents), subject to the satisfaction of applicable Tax-Related Items with respect thereto pursuant to Article XVII of the Plan.

(c)In the event that the obligation to deliver Shares arises under Sections 4(b), (c) or (d) and the period within which to satisfy the condition to sign a separation agreement commences in one calendar year and ends in the next calendar year, the Shares shall be delivered in the next calendar year.

(d)Earned PRSUs may only be settled by delivery of Shares and not by any cash payment. No fractional Share will be issued pursuant to this Award. The number of Shares issuable upon the settlement of the Earned PRSUs will be rounded down to the nearest whole number of Shares. No payment or other adjustment will be made with respect to the fractional shares so disregarded.

(e)Notwithstanding the foregoing, if the Participant is a “specified employee” (as such term is defined in Section 409A(a)(2)(B)(i) of the Code) and if necessary to avoid the imposition of taxes on the Participant pursuant to Section 409A of the Code, such delivery of Shares shall be delayed until the earlier of the date which is six months from the date of such Participant’s Termination for any reason other than death, or the date of the Participant’s death.

7.No Ownership Rights Prior to Issuance of Shares.

PRSUs shall not be considered Shares and neither the Participant nor any other person shall become the beneficial owner of the Shares underlying the PRSUs, 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 earlier of the delivery of Shares with respect to the PRSUs or, if applicable, the date on which such Shares would have been delivered but for a deferral pursuant to a deferred compensation arrangement made available by the Company, the Participant engages in Detrimental Activity, such PRSUs 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 the earning of Earned PRSUs and delivery of Shares with respect to Earned PRSUs 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 employment with the Company and/or its Subsidiaries and Affiliates relating to the business affairs of the Company or any such 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 the 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

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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. Nothing in this Agreement prevents the Participant, however, from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that the Participant has reason to believe is unlawful.

9.Responsibility for Taxes.

The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Companyor the Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Plan, including, but not limited to, the grant, vesting or settlement of the PRSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or Dividend Equivalents; and (ii) do not commit to and are under no obligation to structure the terms of this Awardor any aspect of the Plan to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges thatthe Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the Earned PRSUs either through a voluntary sale or through a mandatory sale arranged by the Company on the Participant’s behalf pursuant to this authorization without further consent; (iii) withholding in Shares to be issued upon settlement of the Earned PRSUs; or (iv) any other method permitted by the Company.

Notwithstanding the foregoing, if the Participant is an officer of the Company who is subject to Section 16 of the Exchange Act, then the Company must satisfy any withholding obligations arising upon the occurrence of a taxable or tax withholding event, as applicable, by withholding in Shares to be issued upon settlement of the Earned PRSUs pursuant to method (iii), unless the Board or the Committee determines in its discretion that the obligation for Tax-Related Items must be satisfied by one or a combination of methods (i), (ii), (iii), and (iv) above.

Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. The Participant acknowledges that, if the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant may be deemed to have been issued the full number of Shares subject to the Earned PRSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.

The Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

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Notwithstanding anything in this Section 9 to the contrary, to avoid a prohibited acceleration under U.S. Code Section 409A, if Shares subject to Earned PRSUs will be withheld (or sold on the Participant’s behalf) to satisfy any Tax Related Items arising prior to the date of settlement of the Earned PRSUs for any portion of the Earned PRSUs that is considered nonqualified deferred compensation subject to U.S. Code Section 409A, then the number of Shares withheld (or sold on the Participant’s behalf) shall not exceed the number of Shares that equals the liability for Tax-Related Items.

10.No Right to Continued Employment.

None of the PRSUs 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 10 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.

11.The Plan.

In consideration for this Award, 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, California 92707, Attention: Incentive Compensation Plan Administrator, or such other address as the Company may from time to time specify.

12.Compliance with Laws and Regulations; Recoupment.

(a) Notwithstanding any other provision of the Plan or this Agreement, the PRSUs 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 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 Earned PRSUs 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

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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.

(d) To the extent provided by any Company Arrangement or any plan or policy, including any clawback policy, in any case reasonably adopted by the Company from time to time, Shares or PRSUs awarded under this Agreement shall be subject to clawback, forfeiture, recoupment or similar requirement. For purposes of this Section, “Company Arrangement” shall mean any employment agreement with the Company or any of its current or future subsidiaries, affiliates or other related companies (each a “Related Company”); the Company’s Executive Supplemental Benefit Plan and Management Supplemental Benefit Plan; any stock option, restricted stock, stock appreciation right or other equity compensation plan of the Company or any Related Company (including, without limitation, the Plan); any pension plan and pension restoration plan of the Company or any Related Company; any deferred compensation plan of the Company or any Related Company; any other employee benefit plan of the Company or any Related Company; any change-of-control or similar agreement to which the Company and/or any Related Party and the Participant are parties; any Confidential Information and Inventions Agreement between the Company and the Participant; and any amendment, restatement or successor to any of the foregoing.

13.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.

14.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.

15.Waiver.

The Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach of this Agreement.

16.Other Plans.

The Participant acknowledges that any income derived from the PRSUs 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. Dividend Equivalents paid on Earned PRSUs shall not be deemed to be “Covered Compensation” under such plans.

17.Electronic Delivery.

The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

18.Imposition of Other Requirements.

The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the PRSUs and on any Shares acquired under the Plan, to the extent the Company

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determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

FIRST AMERICAN FINANCIAL CORPORATION

By:______________________________

Name:

Title:

Date: [Grant Date]

Acknowledged and agreed as of the Date of Grant:

Printed Name: [Participant Name]

Date: [Acceptance Date]

[NOTE: GRANT WILL BE ACCEPTED ELECTRONICALLY]

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EX-10

Exhibit 10.6

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) dated as of February 14, 2023 is made and entered into by and between Kenneth D. DeGiorgio (“Executive”) and First American Financial Corporation (“Employer”). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1. Employment of Executive. Subject to the terms and conditions of this Agreement, Employer hereby employs Executive, and Executive hereby accepts employment, as Chief Executive Officer. Executive shall devote Executive’s entire productive time, effort and attention to the business of Employer during the Term (as defined below). Executive will use his best efforts at all times to promote and protect the good name of Employer and Employer’s current and future subsidiaries, affiliates and other related companies (together with Employer, each a “Related Company” and, collectively the “Related Companies”) as well as that of their respective officers, directors, employees, agents, products and services. Executive shall not directly or indirectly render any service of a business, commercial or professional nature to any other person or organization, whether for compensation or otherwise, without the prior written consent of Employer.

2. Duties To Be Performed. Executive shall perform the duties and have the responsibilities customarily performed and held by a person in a position similar to that set forth in Section 1. Executive shall also perform such other duties as directed by Employer’s Board of Directors. Any modification made by Employer’s Board of Directors to the duties of Executive shall not constitute a breach of this Agreement.

3. Term of Agreement. This Agreement shall become effective on the date of this Agreement and, unless earlier terminated pursuant to the provisions of the Agreement, shall continue through the close of business on December 31, 2025 (the “Term”). Unless continued on an “at-will” basis by Employer or any other Related Company or pursuant to another agreement, Executive’s employment shall terminate upon the termination of this Agreement for any reason.

4. Compensation. In full payment for Executive’s services, Employer shall provide to Executive compensation and benefits determined in accordance with this Section 4.

4.1 Salary. During the Term, Employer shall pay Executive a base annual salary (the “Base Salary”), before deducting all applicable withholdings, of $925,000 per year, payable at the times and in the manner dictated by Employer’s standard payroll policies, which Base Salary may be increased in the sole and unfettered discretion of the Compensation Committee of the Board of Directors of Employer (the “Compensation Committee”) or the Board of Directors of Employer. The Base Salary shall be prorated for any partial pay period that occurs during the Term.

4.2 Performance Bonus; Long-Term Incentive Equity Awards. During the Term, in addition to the Base Salary, Employer may, in the sole and unfettered discretion of the Compensation Committee, pay to Executive an annual bonus and long-term incentive equity award.

4.3 Benefits. Executive shall, subject to the terms and conditions of any applicable benefits plan documents and applicable law, be entitled to receive all benefits of employment generally available to other similarly situated executives of Employer when and as he becomes eligible for them, including medical, dental, life and disability insurance benefits. Employer reserves the right to modify, suspend or discontinue any and all of the above benefit plans, policies, and practices at any time without notice to or recourse by Executive, so long as such action is taken generally with respect to other similarly situated executives of Employer and does not single out Executive.

4.4 Taxes and Withholdings. Employer may deduct from all compensation payable under this Agreement to Executive any taxes or withholdings Employer is required to deduct pursuant to state and federal laws or by mutual agreement between the parties. Executive is solely liable for any and all taxes beyond those specifically withheld by Employer.

4.5 Recoupment. Executive acknowledges and agrees that to the extent provided by any Employment Arrangement (as defined in Section 20(a) below) or any plan or policy, including any clawback policy, in any case reasonably adopted by the Company from time to time, compensation paid to Executive shall be subject to clawback, forfeiture, recoupment or similar requirement.

5. Termination.

5.1 Termination Upon Death. The Term (and Executive’s employment) shall automatically terminate with immediate effect upon the death of Executive.

5.2 Termination by Employer. Notwithstanding anything in this Agreement to the contrary, express or implied, the Term (and Executive’s employment) may be terminated immediately by Employer (by delivery of written notice specifying that termination is made pursuant to this Section 5.2) as follows:

(a) Whenever Executive is not physically or mentally able (with reasonable accommodation) to perform the essential functions of Executive’s job;

(b) For “Cause,” which shall be defined as: (i) embezzlement, theft or misappropriation by the Executive of any property of any of the Related Companies; (ii) Executive’s willful breach of any fiduciary duty to Employer; (iii) Executive’s willful failure or refusal to comply with laws or regulations applicable to Employer and its business or the policies of Employer governing the conduct of its employees; (iv) commission by Executive of a felony or of any crime involving moral turpitude, fraud or misrepresentation; (v) Executive’s refusal to perform Executive’s job duties or to perform reasonable specific directives of Executive’s supervisor or his or her successor or designee and the Board of Directors of Employer; or (vi) any gross negligence or willful misconduct of Executive resulting in a loss to Employer or any other Related Company, or damage to the reputation of Employer or any other Related Company; or

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(c) Upon the occurrence of any material breach (not covered by any of clauses (i) through (viii) of Section 5.2(b) above) of any of the provisions of this Agreement, it being agreed that for all purposes under this Agreement any violation of any of the provisions of Sections 6, 7, 8, 10 or 11 shall be deemed to be a material breach of this Agreement.

5.3 Termination by Employer without Cause. Employer may terminate the Term (and Executive’s employment) by giving two weeks written notice to Executive. A termination made pursuant to this Section 5.3 is a “termination Without Cause.” A termination made pursuant to Section 5.2 (and satisfying the notice requirement set forth therein) shall under no circumstance be considered a termination Without Cause.

5.4 Rights and Obligations Upon Termination.

(a) In the event of Employer’s termination of the Term (and Executive’s employment) pursuant to Section 5.3 (which, for the avoidance of doubt, is a termination Without Cause), Employer shall pay Executive:

(i) his Base Salary through the date of termination, paid within 5 days following the termination date (or earlier if required by law);

(ii) any annual bonus earned for any fiscal year completed before the date of termination that remains unpaid as of the date of termination, paid within 5 days following the termination date (or earlier if required by law); and

(iii) an amount (the “Severance Amount”) equal to two (2) times the sum of (A) his Base Salary and (B) the median of the last three (3) annual bonuses paid to Executive (whether earned pursuant to this Agreement or otherwise and whether paid in cash, restricted stock units, stock options or otherwise) (the “Median Bonus”), fifty percent (50%) of which will be paid on the first business day following the 12-month anniversary of the date of termination and fifty percent (50%) of which will be paid in twelve installments equal to 1/24th of the Severance Amount, the first payment of which will be made on the 29th day following termination and the remaining eleven payments of which will be made on the first business day of each calendar month thereafter.

For the purpose of determining the Median Bonus, the value of (1) the portion of any annual bonus paid in the form of restricted stock or restricted stock units (“RSUs”) shall be determined by multiplying the number of restricted shares or RSUs granted by the closing price of the restricted shares or stock underlying the RSUs on the grant date and (2) the portion of any annual bonus paid in the form of stock options or other equity (excluding restricted stock or RSUs) shall be determined using the methodology utilized by Employer for determining the cost of such stock option or other equity for financial reporting purposes, but without giving effect to the amortization of such stock option or other equity. For the avoidance of doubt, the Median Bonus shall not include any long-term incentive equity awards which would not be included in “Covered Compensation” under the Executive Supplemental Benefit Plan (including any amendment, modification or successor thereto, the “SERP”). For the avoidance of doubt, “median” means,

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with respect to a set of three amounts, the middle amount and not the highest or the lowest amount, unless two of the amounts in the set are the same amount, in which case “median” means the amount which occurs twice in the set.

In exchange for Employer’s agreement to pay the Severance Amount and as a condition thereto, Executive agrees to execute (within 21 days following the date of termination of employment), deliver and not revoke (within the time period permitted by applicable law) a general release of the Related Companies and their respective officers, directors, employees and owners from any and all claims, obligations and liabilities of any kind whatsoever, including all such claims arising from or in connection with Executive’s employment or termination of employment with Employer or this Agreement (including, without limitation, civil rights claims), in such form as is reasonably requested by Employer. Executive’s right to receive the Severance Amount is conditioned upon the release described in the preceding sentence becoming irrevocable within the prescribed time period. In addition, Executive’s right to receive the Severance Amount shall immediately cease in the event that Executive violates any of the provisions of Sections 7 or 8. Apart from the payments set forth in this Section 5.4(a) and the benefits to which Executive may be entitled under the Employment Arrangements (as defined below), upon such termination Employer shall have no further liability whatsoever to Executive.

(b) In the event of the termination of the Term (and Executive’s employment) pursuant to Sections 5.1 or 5.2 or, if Executive’s employment does not continue on an at-will basis or pursuant to another agreement, upon the expiration of the Term, Employer shall be obligated to pay Executive (or, in the case of a termination under Section 5.1, Executive’s heir or successor) the Base Salary through the date of termination and any annual bonus earned for any fiscal year completed before the date of termination, in each case, that remains unpaid as of the date of termination. Apart from the payments set forth in this Section 5.4(b) and the benefits to which Executive may be entitled under the Employment Arrangements, upon such termination or expiration, as the case may be, Employer shall have no further liability whatsoever to Executive.

(c) If (i) Executive’s employment is terminated Without Cause by Employer prior to the expiration of the Term, (ii) as of the date of such termination Executive has not yet reached his “Early Retirement Date”, as defined in the SERP and (iii) Executive would have reached his “Early Retirement Date” during the Term had his employment not been earlier terminated, Executive will be deemed to be vested in the SERP on the date he would have reached his “Early Retirement Date” and he will begin receiving payments under the SERP on such date as otherwise provided in, and otherwise subject to the provisions of, the SERP; provided, however, that in such circumstance Executive’s “Final Average Compensation” (or equivalent) for purposes of the SERP shall be determined as of the date of the termination of his employment.

(d) If it becomes known that Executive’s employment will terminate for any reason, Employer may, in its sole discretion and subject to its other obligations under this Agreement, relieve Executive of his duties under this Agreement and assign Executive other reasonable duties and responsibilities to be performed until the termination becomes effective.

(e) In the event that any payment or benefit received or to be received by Executive under this Agreement and all other arrangements or programs, including any acceleration of vesting of stock options, restricted stock, restricted stock units, deferred

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compensation, or long-term incentive awards (collectively, the “Payments”), would constitute an excess parachute payment within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), as determined in good faith by Employer’s independent auditors, then the portion of the Payments that would be treated as parachute payments under Section 280G of the Code shall be reduced so that the Payments, in the aggregate, are reduced to the Safe Harbor Amount (as defined below). For purposes of this Agreement, the term “Safe Harbor Amount” means the largest portion of the Payments that would result in no portion of the Payments being considered parachute payments under Section 280G of the Code. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero. In addition, with regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A of the Code, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred.

(f) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A of the Code and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Section 409A of the Code payable on account of a “separation from service,” and that is not exempt from Section 409A of the Code as involuntary separation pay or a short-term deferral (or otherwise), such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive or (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 5.4(f) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of Section 409A of the Code, each payment amount or benefit due under this Agreement will be considered a separate payment and Executive’s entitlement to a series of payments or benefits under this Agreement is to be treated as an entitlement to a series of separate payments.

(g) Upon termination of Executive’s employment for any reason, Executive hereby resigns from any and all (i) positions with all Related Companies, whether as a director, manager, general partner, officer or otherwise; (ii) committee memberships, fiduciary capacities or similar positions with respect to employee benefit plans sponsored by any Related Company, and (iii) any other positions associated with any Related Company.

6. Restrictive Covenants.

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6.1 Access to Trade Secrets and Confidential Information. Executive acknowledges and agrees that in the performance of Executive’s duties of employment Executive will be brought into frequent contact with existing and potential customers of Employer and the other Related Companies throughout the world. Executive also agrees that trade secrets and confidential information of Employer and the other Related Companies gained by Executive during Executive’s association with Employer and the other Related Companies have been developed by Employer and the other Related Companies through substantial expenditures of time, effort and money and constitute valuable and unique property of Employer and the other Related Companies, and Employer and/or the Related Companies will suffer substantial damage and irreparable harm which will be difficult to compute if, during the Term and thereafter, Executive should disclose or improperly use such confidential information and trade secrets in violation of the provisions of this Section 6. Executive further understands and agrees that the foregoing makes it necessary for the protection of the businesses of Employer and the other Related Companies that Executive not compete with Employer or any other Related Company during his or her employment, as further provided in this Section 6.

6.2 Non-Compete and Non-Solicit. While employed by Employer or any other Related Company, Executive will not, directly or indirectly, engage in or render any service of a business, commercial or professional nature to any other person, entity or organization, whether for compensation or otherwise, that is in competition with Employer or any other Related Company anywhere in the world. In accordance with this restriction, but without limiting its terms, Executive will not:

(a) enter into or engage in any business which competes with the business of Employer or any other Related Company;

(b) solicit customers, business, patronage or orders for, or sell, any products or services in competition with, or for any business that competes with, the business of Employer or any other Related Company;

(c) divert, entice, or take away any customers, business, patronage or orders of Employer or any other Related Company or attempt to do so; or

(d) promote or assist, financially or otherwise, any person, firm, association, partnership, corporation or other entity engaged in any business which competes with the business of Employer or any other Related Company.

6.3 Scope of Restricted Activities. For the purposes of Section 6.2, but without limitation thereof, Executive will be in violation thereof if Executive engages in any or all of the activities set forth therein directly as an individual on Executive’s own account, or indirectly as a stockholder, partner, joint venturer, executive, agent, salesperson, consultant, officer and/or director of, or by virtue of the ownership by Executive’s spouse, child or parent of any equity interest in, any firm, association, partnership, corporation or other entity engaging in any or all of such activities; provided, however, Executive’s or Executive’s spouse’s, child’s or parent’s ownership of less than one percent (1%) of the issued equity interest in any publicly traded corporation shall not alone constitute a violation of this Agreement.

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6.4 Scope of Covenants. Employer and Executive acknowledge that the time, scope, geographic area and other provisions of Sections 6 and 7 have been specifically negotiated by sophisticated commercial parties and agree that they consider the restrictions and covenants contained in such Sections to be reasonable and necessary for the protection of the interests of the Related Companies, but if any such restriction or covenant shall be held by any court of competent jurisdiction to be void but would be valid if deleted in part or reduced in application, such restriction or covenant shall apply with such deletion or modification as may be necessary to make it valid and enforceable. The restrictions and covenants contained in each provision of such Sections shall be construed as separate and individual restrictions and covenants and shall each be capable of being severed without prejudice to the other restrictions and covenants or to the remaining provisions of this Agreement.

7. No Solicitation of Employees. Executive will not directly or indirectly, at any time during the Term and the 12-month period after termination of Executive’s employment, either for Executive or for any other person or entity, recruit or solicit for hire any employee, officer, director or other personnel of the Employer or any of the Related Companies, or to induce or encourage such a person or entity to terminate his, her or its relationship, or breach an agreement, with the Employer or one of the Related Companies.

8. Nondisclosure of Confidential Information. Executive will keep in strict confidence, and will not, directly or indirectly, at any time during or after Executive’s employment with Employer, disclose, furnish, disseminate, make available or, except in the course of performing Executive’s duties of employment, use any trade secrets or confidential business and technical information of Employer, any other Related Company or any of its respective customers or vendors, without limitation as to when or how Executive may have acquired such information. Such confidential information shall include, without limitation, Employer’s and any other Related Company’s unique selling and servicing methods and business techniques, business strategies, financial information, training, service and business manuals, promotional materials, training courses and other training and instructional materials, vendor and product information, customer and prospective customer lists, other customer and prospective customer information, processes, inventions, patents, copyrights, trademarks and other intellectual property and intangible rights, and other business information. Executive specifically acknowledges that all such confidential information, whether reduced to writing, maintained on any form of electronic media, or maintained in the mind or memory of Executive and whether compiled by Employer, any other Related Company and/or Executive, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been made by Employer or another Related Company, as the case may be, to maintain the secrecy of such information, that such information is the sole property of Employer or another Related Company and that any retention and use of such information or rights by Executive during his employment with Employer (except in the course of performing his duties and obligations hereunder) or after the termination of his employment shall constitute a misappropriation of Employer’s or another Related Company’s trade secrets, rights or other property. Nothing in this Paragraph or Agreement is meant to override or invalidate other active agreements between Employee and the Company, including, but not limited to, any Confidential Information and Inventions Agreement, restrictive covenants (e.g., non-competition and/or non-solicitation agreements), and arbitration agreements.

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9. Legally Authorized Disclosures. Pursuant to Section 7 of the Defend Trade Secrets Act of 2016, Executive is advised that an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (a) is made: (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Also pursuant to Section 7 of the Defend Trade Secrets Act of 2016, Executive is advised that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. In addition, nothing contained in this Agreement (i) limits Executive’s right to communicate or cooperate with any federal, state or local governmental agency or commission (“Government Agencies”) or (ii) bars Executive from responding to an order, regulation, rule or subpoena of a court or Government Agency.

10. Return of Company Property. Executive agrees that upon termination of Executive’s employment with Employer, for any reason, Executive shall return to Employer, in good condition, all property of Employer and the other Related Companies, including without limitation, the originals and all copies of any materials which contain, reflect, summarize, describe, analyze or refer or relate to any items of information listed in Section 8 of this Agreement. In the event that such items are not so returned, Employer will have the right to charge Executive for all reasonable damages, costs, attorneys’ fees and other expenses incurred in searching for, taking, removing and/or recovering such property.

11. Representations and Warranties. Executive hereby represents and warrants that he has the legal capacity to execute and perform this Agreement, that this Agreement is a valid and binding agreement enforceable against him according to its terms, and that the execution and performance of this Agreement by him does not violate the terms of any existing agreement or understanding, written or oral, to which Executive is a party or any judgment or decree to which Executive is subject. In addition, Executive represents and warrants that he knows of no reason why he is not physically or legally capable of performing his obligations under this Agreement in accordance with its terms. Executive hereby indemnifies the Related Companies and shall hold harmless the Related Companies from and against all liability, loss, cost, or expense, including, without limitation, reasonable attorneys’ fees and expenses, incurred by any Related Company by reason of the inaccuracy of Executive’s representations and warranties contained in this Section 11.

12. Survival. Each of the agreements, representations, warranties and covenants set forth in Sections 4.5, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20 and 21 of this Agreement shall survive and shall continue to be binding upon Employer and Executive notwithstanding the termination of Executive’s employment or the expiration of the Term for any reason whatsoever.

13. Breach by Executive. Executive is obligated under this Agreement to render services of a special, unique, unusual, extraordinary, and intellectual character, which give this Agreement particular value. The loss of these services cannot be reasonably or adequately

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compensated in damages in an action at law. Accordingly, in addition to other remedies provided by law or this Agreement, Employer shall have the right during the Term and any period of non-competition governed by this Agreement, to seek injunctive relief against breach or threatened breach of this Agreement by Executive or the performance of services, or threatened performance of services, by Executive in violation of this Agreement, or both. This Section is not meant to limit the damages the Employer may pursue and is not meant to be an exhaustive list of the relief available to the Employer.

14. Controlling Law. This Agreement shall be controlled, construed and enforced in accordance with the laws of the State of California, without regard to conflicts of laws principles.

15. Notices. Any notice to Employer required or permitted under this Agreement shall be given in writing to Employer, either by personal service or by registered or certified mail, postage prepaid, addressed to the Chief Financial Officer of Employer, or equivalent, with a copy to the Chief Legal Officer of Employer, at Employer’s then principal place of business. Any such notice to Executive shall be given in a like manner and, if mailed, shall be addressed to Executive at his home address then shown in Employer’s files. For the purpose of determining compliance with any time limit in this Agreement, a notice shall be deemed to have been duly given (a) on the date of service, if served personally on the party to whom notice is to be given, or (b) on the third business day after mailing, if mailed to the party to whom the notice is to be given in the manner provided by this Section.

16. Amendments. This Agreement may be amended only by written agreement of each of the parties to this Agreement.

17. Severability. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided that if Executive breaches Section 6 and if Section 6 is finally determined to be unenforceable, the payment obligations of Section 5.4(a)(iii) and Section 5.4(c) shall be deemed void ab initio.

18. Assignment. Executive shall not transfer or assign this Agreement or any part thereof. Employer reserves the right to transfer or assign this Agreement to any organization associated with it or any successor organization; provided, however, that Employer may assign this Agreement to any Related Company the stock or other equity of which is distributed to the shareholders of Employer and which, at the time of such distribution, agrees to employ Executive and assume Employer’s obligations under this Agreement.

19. Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any party other than Employer, the other Related Companies, Executive and their respective successors and permitted assigns.

20. Integration.

(a) This Agreement; the SERP; any stock option, restricted stock, stock appreciation right or other equity compensation plan of Employer or any other Related Company

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(including, without limitation, the First American Financial Corporation 2010 and 2020 Incentive Compensation Plans) and any award agreement entered into thereunder; any pension plan and pension restoration plan of Employer or any Related Company; any deferred compensation plan of Employer or any other Related Company; any other employee benefit plan of Employer or any other Related Company; any change-of-control or similar agreement to which Employer and/or any Related Party and Executive are parties; any Confidential Information and Inventions Agreement between Executive and Employer; and any amendment, restatement or successor to any of the foregoing (the foregoing, collectively, the “Employment Arrangements”) contain the entire Agreement between the parties and supersedes all prior verbal and written agreements, understandings, commitments and practices between the parties. The benefits conferred upon Executive pursuant to this Agreement shall be in addition to the benefits provided for under the other Employment Arrangements; provided, however, that duplicative benefits shall not be payable pursuant to this Agreement and any other Employment Arrangement and, for the avoidance of doubt, none of the benefits provided in this Agreement shall be payable to the extent they are otherwise payable under the other Employment Arrangements.

(b) In the event (i) Executive is a party to an agreement with a Related Company providing for a severance benefit in the event Executive’s employment terminates following a change-in-control (a “Change-in-Control Agreement”), (ii) Executive becomes entitled to such benefit and (iii) Executive becomes entitled to the Severance Amount under Section 5.4(a)(iii), then the severance benefit payable to Executive under the Change-in-Control Agreement shall offset any Severance Amount payable to Executive pursuant to Section 5.4(a)(iii).

21. Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

[Signatures on next page]

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IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement effective as of the day and year first above written.

“EXECUTIVE”	“EMPLOYER”
/s/ Kenneth D. DeGiorgio	/s/ Mark E. Seaton
Name: Kenneth D. DeGiorgio	Name: Mark E. Seaton
Date: February 14, 2023	Title: EVP, Chief Financial Officer
	Date: February 14, 2023

Signature Page to Employment Agreement

EX-10

Exhibit 10.7

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) dated as of February 14, 2023 is made and entered into by and between Mark E. Seaton (“Executive”) and First American Financial Corporation (“Employer”). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1. Employment of Executive. Subject to the terms and conditions of this Agreement, Employer hereby employs Executive, and Executive hereby accepts employment, as Executive Vice President, Chief Financial Officer. Executive shall devote Executive’s entire productive time, effort and attention to the business of Employer during the Term (as defined below). Executive will use his best efforts at all times to promote and protect the good name of Employer and Employer’s current and future subsidiaries, affiliates and other related companies (together with Employer, each a “Related Company” and, collectively the “Related Companies”) as well as that of their respective officers, directors, employees, agents, products and services. Executive shall not directly or indirectly render any service of a business, commercial or professional nature to any other person or organization, whether for compensation or otherwise, without the prior written consent of Employer.

2. Duties To Be Performed. Executive shall perform the duties and have the responsibilities customarily performed and held by a person in a position similar to that set forth in Section 1. Executive shall also perform such other duties as directed by Employer’s Board of Directors and the Chief Executive Officer of Employer or his designee. Any modification made by Employer’s Board of Directors to the duties of Executive shall not constitute a breach of this Agreement.

3. Term of Agreement. This Agreement shall become effective on the date of this Agreement and, unless earlier terminated pursuant to the provisions of the Agreement, shall continue through the close of business on December 31, 2025 (the “Term”). Unless continued on an “at-will” basis by Employer or any other Related Company or pursuant to another agreement, Executive’s employment shall terminate upon the termination of this Agreement for any reason.

4. Compensation. In full payment for Executive’s services, Employer shall provide to Executive compensation and benefits determined in accordance with this Section 4.

4.1 Salary. During the Term, Employer shall pay Executive a base annual salary (the “Base Salary”), before deducting all applicable withholdings, of $700,000 per year, payable at the times and in the manner dictated by Employer’s standard payroll policies, which Base Salary may be increased in the sole and unfettered discretion of the Compensation Committee of the Board of Directors of Employer (the “Compensation Committee”) or the Board of Directors of Employer. The Base Salary shall be prorated for any partial pay period that occurs during the Term.

4.2 Performance Bonus; Long-Term Incentive Equity Awards. During the Term, in addition to the Base Salary, Employer may, in the sole and unfettered discretion of

the Compensation Committee, pay to Executive an annual bonus and long-term incentive equity award.

4.3 Benefits. Executive shall, subject to the terms and conditions of any applicable benefits plan documents and applicable law, be entitled to receive all benefits of employment generally available to other similarly situated executives of Employer when and as he becomes eligible for them, including medical, dental, life and disability insurance benefits. Employer reserves the right to modify, suspend or discontinue any and all of the above benefit plans, policies, and practices at any time without notice to or recourse by Executive, so long as such action is taken generally with respect to other similarly situated executives of Employer and does not single out Executive.

4.4 Taxes and Withholdings. Employer may deduct from all compensation payable under this Agreement to Executive any taxes or withholdings Employer is required to deduct pursuant to state and federal laws or by mutual agreement between the parties. Executive is solely liable for any and all taxes beyond those specifically withheld by Employer.

4.5 Recoupment. Executive acknowledges and agrees that to the extent provided by any Employment Arrangement (as defined in Section 20(a) below) or any plan or policy, including any clawback policy, in any case reasonably adopted by the Company from time to time, compensation paid to Executive shall be subject to clawback, forfeiture, recoupment or similar requirement.

5. Termination.

5.1 Termination Upon Death. The Term (and Executive’s employment) shall automatically terminate with immediate effect upon the death of Executive.

5.2 Termination by Employer. Notwithstanding anything in this Agreement to the contrary, express or implied, the Term (and Executive’s employment) may be terminated immediately by Employer (by delivery of written notice specifying that termination is made pursuant to this Section 5.2) as follows:

(a) Whenever Executive is not physically or mentally able (with reasonable accommodation) to perform the essential functions of Executive’s job;

(b) For “Cause,” which shall be defined as: (i) embezzlement, theft or misappropriation by the Executive of any property of any of the Related Companies; (ii) Executive’s willful breach of any fiduciary duty to Employer; (iii) Executive’s willful failure or refusal to comply with laws or regulations applicable to Employer and its business or the policies of Employer governing the conduct of its employees; (iv) commission by Executive of a felony or of any crime involving moral turpitude, fraud or misrepresentation; (v) Executive’s refusal to perform Executive’s job duties or to perform reasonable specific directives of Executive’s supervisor or his or her successor or designee and the Board of Directors of Employer; or (vi) any gross negligence or willful misconduct of Executive resulting

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in a loss to Employer or any other Related Company, or damage to the reputation of Employer or any other Related Company; or

(c) Upon the occurrence of any material breach (not covered by any of clauses (i) through (viii) of Section 5.2(b) above) of any of the provisions of this Agreement, it being agreed that for all purposes under this Agreement any violation of any of the provisions of Sections 6, 7, 8, 10 or 11 shall be deemed to be a material breach of this Agreement.

5.3 Termination by Employer without Cause. Employer may terminate the Term (and Executive’s employment) by giving two weeks written notice to Executive. A termination made pursuant to this Section 5.3 is a “termination Without Cause.” A termination made pursuant to Section 5.2 (and satisfying the notice requirement set forth therein) shall under no circumstance be considered a termination Without Cause.

5.4 Rights and Obligations Upon Termination.

(a) In the event of Employer’s termination of the Term (and Executive’s employment) pursuant to Section 5.3 (which, for the avoidance of doubt, is a termination Without Cause), Employer shall pay Executive:

(i) his Base Salary through the date of termination, paid within 5 days following the termination date (or earlier if required by law);

(ii) any annual bonus earned for any fiscal year completed before the date of termination that remains unpaid as of the date of termination, paid within 5 days following the termination date (or earlier if required by law); and

(iii) an amount (the “Severance Amount”) equal to two (2) times the sum of (A) his Base Salary and (B) the median of the last three (3) annual bonuses paid to Executive (whether earned pursuant to this Agreement or otherwise and whether paid in cash, restricted stock units, stock options or otherwise) (the “Median Bonus”), fifty percent (50%) of which will be paid on the first business day following the 12-month anniversary of the date of termination and fifty percent (50%) of which will be paid in twelve installments equal to 1/24th of the Severance Amount, the first payment of which will be made on the 29th day following termination and the remaining eleven payments of which will be made on the first business day of each calendar month thereafter.

For the purpose of determining the Median Bonus, the value of (1) the portion of any annual bonus paid in the form of restricted stock or restricted stock units (“RSUs”) shall be determined by multiplying the number of restricted shares or RSUs granted by the closing price of the restricted shares or stock underlying the RSUs on the grant date and (2) the portion of any annual bonus paid in the form of stock options or other equity (excluding restricted stock or RSUs) shall be determined using the methodology utilized by Employer for determining the cost of such stock option or other equity for financial reporting purposes, but without giving effect to the amortization of such stock option or other equity. For the avoidance of doubt, the Median Bonus shall not

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include any long-term incentive equity awards which would not be included in “Covered Compensation” under the Executive Supplemental Benefit Plan (including any amendment, modification or successor thereto, the “SERP”). For the avoidance of doubt, “median” means, with respect to a set of three amounts, the middle amount and not the highest or the lowest amount, unless two of the amounts in the set are the same amount, in which case “median” means the amount which occurs twice in the set.

In exchange for Employer’s agreement to pay the Severance Amount and as a condition thereto, Executive agrees to execute (within 21 days following the date of termination of employment), deliver and not revoke (within the time period permitted by applicable law) a general release of the Related Companies and their respective officers, directors, employees and owners from any and all claims, obligations and liabilities of any kind whatsoever, including all such claims arising from or in connection with Executive’s employment or termination of employment with Employer or this Agreement (including, without limitation, civil rights claims), in such form as is reasonably requested by Employer. Executive’s right to receive the Severance Amount is conditioned upon the release described in the preceding sentence becoming irrevocable within the prescribed time period. In addition, Executive’s right to receive the Severance Amount shall immediately cease in the event that Executive violates any of the provisions of Sections 7 or 8. Apart from the payments set forth in this Section 5.4(a) and the benefits to which Executive may be entitled under the Employment Arrangements (as defined below), upon such termination Employer shall have no further liability whatsoever to Executive.

(b) In the event of the termination of the Term (and Executive’s employment) pursuant to Sections 5.1 or 5.2 or, if Executive’s employment does not continue on an at-will basis or pursuant to another agreement, upon the expiration of the Term, Employer shall be obligated to pay Executive (or, in the case of a termination under Section 5.1, Executive’s heir or successor) the Base Salary through the date of termination and any annual bonus earned for any fiscal year completed before the date of termination, in each case, that remains unpaid as of the date of termination. Apart from the payments set forth in this Section 5.4(b) and the benefits to which Executive may be entitled under the Employment Arrangements, upon such termination or expiration, as the case may be, Employer shall have no further liability whatsoever to Executive.

(c) If (i) Executive’s employment is terminated Without Cause by Employer prior to the expiration of the Term, (ii) as of the date of such termination Executive has not yet reached his “Early Retirement Date”, as defined in the SERP and (iii) Executive would have reached his “Early Retirement Date” during the Term had his employment not been earlier terminated, Executive will be deemed to be vested in the SERP on the date he would have reached his “Early Retirement Date” and he will begin receiving payments under the SERP on such date as otherwise provided in, and otherwise subject to the provisions of, the SERP; provided, however, that in such circumstance Executive’s “Final Average Compensation” (or equivalent) for purposes of the SERP shall be determined as of the date of the termination of his employment.

(d) If it becomes known that Executive’s employment will terminate for any reason, Employer may, in its sole discretion and subject to its other obligations under this Agreement, relieve Executive of his duties under this Agreement and assign Executive other reasonable duties and responsibilities to be performed until the termination becomes effective.

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(e) In the event that any payment or benefit received or to be received by Executive under this Agreement and all other arrangements or programs, including any acceleration of vesting of stock options, restricted stock, restricted stock units, deferred compensation, or long-term incentive awards (collectively, the “Payments”), would constitute an excess parachute payment within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), as determined in good faith by Employer’s independent auditors, then the portion of the Payments that would be treated as parachute payments under Section 280G of the Code shall be reduced so that the Payments, in the aggregate, are reduced to the Safe Harbor Amount (as defined below). For purposes of this Agreement, the term “Safe Harbor Amount” means the largest portion of the Payments that would result in no portion of the Payments being considered parachute payments under Section 280G of the Code. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero. In addition, with regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A of the Code, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred.

(f) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A of the Code and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Section 409A of the Code payable on account of a “separation from service,” and that is not exempt from Section 409A of the Code as involuntary separation pay or a short-term deferral (or otherwise), such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive or (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 5.4(f) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of Section 409A of the Code, each payment amount or benefit due under this Agreement will be considered a separate payment and Executive’s entitlement to a series of payments or benefits under this Agreement is to be treated as an entitlement to a series of separate payments.

(g) Upon termination of Executive’s employment for any reason, Executive hereby resigns from any and all (i) positions with all Related Companies, whether as a director, manager, general partner, officer or otherwise; (ii) committee memberships, fiduciary capacities or similar positions with respect to employee benefit plans sponsored by any Related Company, and (iii) any other positions associated with any Related Company.

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6. Restrictive Covenants.

6.1 Access to Trade Secrets and Confidential Information. Executive acknowledges and agrees that in the performance of Executive’s duties of employment Executive will be brought into frequent contact with existing and potential customers of Employer and the other Related Companies throughout the world. Executive also agrees that trade secrets and confidential information of Employer and the other Related Companies gained by Executive during Executive’s association with Employer and the other Related Companies have been developed by Employer and the other Related Companies through substantial expenditures of time, effort and money and constitute valuable and unique property of Employer and the other Related Companies, and Employer and/or the Related Companies will suffer substantial damage and irreparable harm which will be difficult to compute if, during the Term and thereafter, Executive should disclose or improperly use such confidential information and trade secrets in violation of the provisions of this Section 6. Executive further understands and agrees that the foregoing makes it necessary for the protection of the businesses of Employer and the other Related Companies that Executive not compete with Employer or any other Related Company during his or her employment, as further provided in this Section 6.

6.2 Non-Compete and Non-Solicit. While employed by Employer or any other Related Company, Executive will not, directly or indirectly, engage in or render any service of a business, commercial or professional nature to any other person, entity or organization, whether for compensation or otherwise, that is in competition with Employer or any other Related Company anywhere in the world. In accordance with this restriction, but without limiting its terms, Executive will not:

(a) enter into or engage in any business which competes with the business of Employer or any other Related Company;

(b) solicit customers, business, patronage or orders for, or sell, any products or services in competition with, or for any business that competes with, the business of Employer or any other Related Company;

(c) divert, entice, or take away any customers, business, patronage or orders of Employer or any other Related Company or attempt to do so; or

(d) promote or assist, financially or otherwise, any person, firm, association, partnership, corporation or other entity engaged in any business which competes with the business of Employer or any other Related Company.

6.3 Scope of Restricted Activities. For the purposes of Section 6.2, but without limitation thereof, Executive will be in violation thereof if Executive engages in any or all of the activities set forth therein directly as an individual on Executive’s own account, or indirectly as a stockholder, partner, joint venturer, executive, agent, salesperson, consultant, officer and/or director of, or by virtue of the ownership by Executive’s spouse, child or parent of any equity interest in, any firm, association, partnership, corporation or other entity engaging in any or all of such activities; provided, however, Executive’s or Executive’s spouse’s, child’s or parent’s

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ownership of less than one percent (1%) of the issued equity interest in any publicly traded corporation shall not alone constitute a violation of this Agreement.

6.4 Scope of Covenants. Employer and Executive acknowledge that the time, scope, geographic area and other provisions of Sections 6 and 7 have been specifically negotiated by sophisticated commercial parties and agree that they consider the restrictions and covenants contained in such Sections to be reasonable and necessary for the protection of the interests of the Related Companies, but if any such restriction or covenant shall be held by any court of competent jurisdiction to be void but would be valid if deleted in part or reduced in application, such restriction or covenant shall apply with such deletion or modification as may be necessary to make it valid and enforceable. The restrictions and covenants contained in each provision of such Sections shall be construed as separate and individual restrictions and covenants and shall each be capable of being severed without prejudice to the other restrictions and covenants or to the remaining provisions of this Agreement.

7. No Solicitation of Employees. Executive will not directly or indirectly, at any time during the Term and the 12-month period after termination of Executive’s employment, either for Executive or for any other person or entity, recruit or solicit for hire any employee, officer, director or other personnel of the Employer or any of the Related Companies, or to induce or encourage such a person or entity to terminate his, her or its relationship, or breach an agreement, with the Employer or one of the Related Companies.

8. Nondisclosure of Confidential Information. Executive will keep in strict confidence, and will not, directly or indirectly, at any time during or after Executive’s employment with Employer, disclose, furnish, disseminate, make available or, except in the course of performing Executive’s duties of employment, use any trade secrets or confidential business and technical information of Employer, any other Related Company or any of its respective customers or vendors, without limitation as to when or how Executive may have acquired such information. Such confidential information shall include, without limitation, Employer’s and any other Related Company’s unique selling and servicing methods and business techniques, business strategies, financial information, training, service and business manuals, promotional materials, training courses and other training and instructional materials, vendor and product information, customer and prospective customer lists, other customer and prospective customer information, processes, inventions, patents, copyrights, trademarks and other intellectual property and intangible rights, and other business information. Executive specifically acknowledges that all such confidential information, whether reduced to writing, maintained on any form of electronic media, or maintained in the mind or memory of Executive and whether compiled by Employer, any other Related Company and/or Executive, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been made by Employer or another Related Company, as the case may be, to maintain the secrecy of such information, that such information is the sole property of Employer or another Related Company and that any retention and use of such information or rights by Executive during his employment with Employer (except in the course of performing his duties and obligations hereunder) or after the termination of his employment shall constitute a misappropriation of Employer’s or another Related Company’s trade secrets, rights or other property. Nothing in this Paragraph or Agreement is meant to override

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or invalidate other active agreements between Employee and the Company, including, but not limited to, any Confidential Information and Inventions Agreement, restrictive covenants (e.g., non-competition and/or non-solicitation agreements), and arbitration agreements.

9. Legally Authorized Disclosures. Pursuant to Section 7 of the Defend Trade Secrets Act of 2016, Executive is advised that an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (a) is made: (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Also pursuant to Section 7 of the Defend Trade Secrets Act of 2016, Executive is advised that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. In addition, nothing contained in this Agreement (i) limits Executive’s right to communicate or cooperate with any federal, state or local governmental agency or commission (“Government Agencies”) or (ii) bars Executive from responding to an order, regulation, rule or subpoena of a court or Government Agency.

10. Return of Company Property. Executive agrees that upon termination of Executive’s employment with Employer, for any reason, Executive shall return to Employer, in good condition, all property of Employer and the other Related Companies, including without limitation, the originals and all copies of any materials which contain, reflect, summarize, describe, analyze or refer or relate to any items of information listed in Section 8 of this Agreement. In the event that such items are not so returned, Employer will have the right to charge Executive for all reasonable damages, costs, attorneys’ fees and other expenses incurred in searching for, taking, removing and/or recovering such property.

11. Representations and Warranties. Executive hereby represents and warrants that he has the legal capacity to execute and perform this Agreement, that this Agreement is a valid and binding agreement enforceable against him according to its terms, and that the execution and performance of this Agreement by him does not violate the terms of any existing agreement or understanding, written or oral, to which Executive is a party or any judgment or decree to which Executive is subject. In addition, Executive represents and warrants that he knows of no reason why he is not physically or legally capable of performing his obligations under this Agreement in accordance with its terms. Executive hereby indemnifies the Related Companies and shall hold harmless the Related Companies from and against all liability, loss, cost, or expense, including, without limitation, reasonable attorneys’ fees and expenses, incurred by any Related Company by reason of the inaccuracy of Executive’s representations and warranties contained in this Section 11.

12. Survival. Each of the agreements, representations, warranties and covenants set forth in Sections 4.5, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20 and 21 of this Agreement shall survive and shall continue to be binding upon Employer and Executive notwithstanding the termination of Executive’s employment or the expiration of the Term for any reason whatsoever.

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13. Breach by Executive. Executive is obligated under this Agreement to render services of a special, unique, unusual, extraordinary, and intellectual character, which give this Agreement particular value. The loss of these services cannot be reasonably or adequately compensated in damages in an action at law. Accordingly, in addition to other remedies provided by law or this Agreement, Employer shall have the right during the Term and any period of non-competition governed by this Agreement, to seek injunctive relief against breach or threatened breach of this Agreement by Executive or the performance of services, or threatened performance of services, by Executive in violation of this Agreement, or both. This Section is not meant to limit the damages the Employer may pursue and is not meant to be an exhaustive list of the relief available to the Employer.

14. Controlling Law. This Agreement shall be controlled, construed and enforced in accordance with the laws of the State of California, without regard to conflicts of laws principles.

15. Notices. Any notice to Employer required or permitted under this Agreement shall be given in writing to Employer, either by personal service or by registered or certified mail, postage prepaid, addressed to the Chief Executive Officer of Employer, or equivalent, with a copy to the Chief Legal Officer of Employer, at Employer’s then principal place of business. Any such notice to Executive shall be given in a like manner and, if mailed, shall be addressed to Executive at his home address then shown in Employer’s files. For the purpose of determining compliance with any time limit in this Agreement, a notice shall be deemed to have been duly given (a) on the date of service, if served personally on the party to whom notice is to be given, or (b) on the third business day after mailing, if mailed to the party to whom the notice is to be given in the manner provided by this Section.

16. Amendments. This Agreement may be amended only by written agreement of each of the parties to this Agreement.

17. Severability. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided that if Executive breaches Section 6 and if Section 6 is finally determined to be unenforceable, the payment obligations of Section 5.4(a)(iii) and Section 5.4(c) shall be deemed void ab initio.

18. Assignment. Executive shall not transfer or assign this Agreement or any part thereof. Employer reserves the right to transfer or assign this Agreement to any organization associated with it or any successor organization; provided, however, that Employer may assign this Agreement to any Related Company the stock or other equity of which is distributed to the shareholders of Employer and which, at the time of such distribution, agrees to employ Executive and assume Employer’s obligations under this Agreement.

19. Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any party other than Employer, the other Related Companies, Executive and their respective successors and permitted assigns.

20. Integration.

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(a) This Agreement; the SERP; any stock option, restricted stock, stock appreciation right or other equity compensation plan of Employer or any other Related Company (including, without limitation, the First American Financial Corporation 2010 and 2020 Incentive Compensation Plans) and any award agreement entered into thereunder; any pension plan and pension restoration plan of Employer or any Related Company; any deferred compensation plan of Employer or any other Related Company; any other employee benefit plan of Employer or any other Related Company; any change-of-control or similar agreement to which Employer and/or any Related Party and Executive are parties; any Confidential Information and Inventions Agreement between Executive and Employer; and any amendment, restatement or successor to any of the foregoing (the foregoing, collectively, the “Employment Arrangements”) contain the entire Agreement between the parties and supersedes all prior verbal and written agreements, understandings, commitments and practices between the parties. The benefits conferred upon Executive pursuant to this Agreement shall be in addition to the benefits provided for under the other Employment Arrangements; provided, however, that duplicative benefits shall not be payable pursuant to this Agreement and any other Employment Arrangement and, for the avoidance of doubt, none of the benefits provided in this Agreement shall be payable to the extent they are otherwise payable under the other Employment Arrangements.

(b) In the event (i) Executive is a party to an agreement with a Related Company providing for a severance benefit in the event Executive’s employment terminates following a change-in-control (a “Change-in-Control Agreement”), (ii) Executive becomes entitled to such benefit and (iii) Executive becomes entitled to the Severance Amount under Section 5.4(a)(iii), then the severance benefit payable to Executive under the Change-in-Control Agreement shall offset any Severance Amount payable to Executive pursuant to Section 5.4(a)(iii).

21. Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

[Signatures on next page]

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IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement effective as of the day and year first above written.

“EXECUTIVE”	“EMPLOYER”
/s/ Mark E. Seaton	/s/ Kenneth D. DeGiorgio
Name: Mark E. Seaton	Name:  Kenneth D. DeGiorgio
Date: February 14, 2023	Title:  Chief Executive Officer
	Date: February 14, 2023

Signature Page to Employment Agreement

EX-10

Exhibit 10.8

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) dated as of February 14, 2023 is made and entered into by and between Lisa W. Cornehl (“Executive”) and First American Financial Corporation (“Employer”). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1. Employment of Executive. Subject to the terms and conditions of this Agreement, Employer hereby employs Executive, and Executive hereby accepts employment, as Senior Vice President, Chief Legal Officer and Secretary. Executive shall devote Executive’s entire productive time, effort and attention to the business of Employer during the Term (as defined below). Executive will use her best efforts at all times to promote and protect the good name of Employer and Employer’s current and future subsidiaries, affiliates and other related companies (together with Employer, each a “Related Company” and, collectively the “Related Companies”) as well as that of their respective officers, directors, employees, agents, products and services. Executive shall not directly or indirectly render any service of a business, commercial or professional nature to any other person or organization, whether for compensation or otherwise, without the prior written consent of Employer.

2. Duties To Be Performed. Executive shall perform the duties and have the responsibilities customarily performed and held by a person in a position similar to that set forth in Section 1. Executive shall also perform such other duties as directed by Employer’s Board of Directors and the Chief Executive Officer of Employer or her designee. Any modification made by Employer’s Board of Directors to the duties of Executive shall not constitute a breach of this Agreement.

3. Term of Agreement. This Agreement shall become effective on the date of this Agreement and, unless earlier terminated pursuant to the provisions of the Agreement, shall continue through the close of business on December 31, 2025 (the “Term”). Unless continued on an “at-will” basis by Employer or any other Related Company or pursuant to another agreement, Executive’s employment shall terminate upon the termination of this Agreement for any reason.

4. Compensation. In full payment for Executive’s services, Employer shall provide to Executive compensation and benefits determined in accordance with this Section 4.

4.1 Salary. During the Term, Employer shall pay Executive a base annual salary (the “Base Salary”), before deducting all applicable withholdings, of $420,000 per year, payable at the times and in the manner dictated by Employer’s standard payroll policies, which Base Salary may be increased in the sole and unfettered discretion of the Compensation Committee of the Board of Directors of Employer (the “Compensation Committee”) or the Board of Directors of Employer. The Base Salary shall be prorated for any partial pay period that occurs during the Term.

4.2 Performance Bonus; Long-Term Incentive Equity Awards. During the Term, in addition to the Base Salary, Employer may, in the sole and unfettered discretion of

the Compensation Committee, pay to Executive an annual bonus and long-term incentive equity award.

4.3 Benefits. Executive shall, subject to the terms and conditions of any applicable benefits plan documents and applicable law, be entitled to receive all benefits of employment generally available to other similarly situated executives of Employer when and as she becomes eligible for them, including medical, dental, life and disability insurance benefits. Employer reserves the right to modify, suspend or discontinue any and all of the above benefit plans, policies, and practices at any time without notice to or recourse by Executive, so long as such action is taken generally with respect to other similarly situated executives of Employer and does not single out Executive.

4.4 Taxes and Withholdings. Employer may deduct from all compensation payable under this Agreement to Executive any taxes or withholdings Employer is required to deduct pursuant to state and federal laws or by mutual agreement between the parties. Executive is solely liable for any and all taxes beyond those specifically withheld by Employer.

4.5 Recoupment. Executive acknowledges and agrees that to the extent provided by any Employment Arrangement (as defined in Section 20(a) below) or any plan or policy, including any clawback policy, in any case reasonably adopted by the Company from time to time, compensation paid to Executive shall be subject to clawback, forfeiture, recoupment or similar requirement.

5. Termination.

5.1 Termination Upon Death. The Term (and Executive’s employment) shall automatically terminate with immediate effect upon the death of Executive.

5.2 Termination by Employer. Notwithstanding anything in this Agreement to the contrary, express or implied, the Term (and Executive’s employment) may be terminated immediately by Employer (by delivery of written notice specifying that termination is made pursuant to this Section 5.2) as follows:

(a) Whenever Executive is not physically or mentally able (with reasonable accommodation) to perform the essential functions of Executive’s job;

(b) For “Cause,” which shall be defined as: (i) embezzlement, theft or misappropriation by the Executive of any property of any of the Related Companies; (ii) Executive’s willful breach of any fiduciary duty to Employer; (iii) Executive’s willful failure or refusal to comply with laws or regulations applicable to Employer and its business or the policies of Employer governing the conduct of its employees; (iv) commission by Executive of a felony or of any crime involving moral turpitude, fraud or misrepresentation; (v) Executive’s refusal to perform Executive’s job duties or to perform reasonable specific directives of Executive’s supervisor or his or her successor or designee and the Board of Directors of Employer; or (vi) any gross negligence or willful misconduct of Executive resulting

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in a loss to Employer or any other Related Company, or damage to the reputation of Employer or any other Related Company; or

(c) Upon the occurrence of any material breach (not covered by any of clauses (i) through (viii) of Section 5.2(b) above) of any of the provisions of this Agreement, it being agreed that for all purposes under this Agreement any violation of any of the provisions of Sections 6, 7, 8, 10 or 11 shall be deemed to be a material breach of this Agreement.

5.3 Termination by Employer without Cause. Employer may terminate the Term (and Executive’s employment) by giving two weeks written notice to Executive. A termination made pursuant to this Section 5.3 is a “termination Without Cause.” A termination made pursuant to Section 5.2 (and satisfying the notice requirement set forth therein) shall under no circumstance be considered a termination Without Cause.

5.4 Rights and Obligations Upon Termination.

(a) In the event of Employer’s termination of the Term (and Executive’s employment) pursuant to Section 5.3 (which, for the avoidance of doubt, is a termination Without Cause), Employer shall pay Executive:

(i) her Base Salary through the date of termination, paid within 5 days following the termination date (or earlier if required by law);

(ii) any annual bonus earned for any fiscal year completed before the date of termination that remains unpaid as of the date of termination, paid within 5 days following the termination date (or earlier if required by law); and

(iii) an amount (the “Severance Amount”) equal to two (2) times the sum of (A) her Base Salary and (B) the median of the last three (3) annual bonuses paid to Executive (whether earned pursuant to this Agreement or otherwise and whether paid in cash, restricted stock units, stock options or otherwise) (the “Median Bonus”), fifty percent (50%) of which will be paid on the first business day following the 12-month anniversary of the date of termination and fifty percent (50%) of which will be paid in twelve installments equal to 1/24th of the Severance Amount, the first payment of which will be made on the 29th day following termination and the remaining eleven payments of which will be made on the first business day of each calendar month thereafter.

For the purpose of determining the Median Bonus, the value of (1) the portion of any annual bonus paid in the form of restricted stock or restricted stock units (“RSUs”) shall be determined by multiplying the number of restricted shares or RSUs granted by the closing price of the restricted shares or stock underlying the RSUs on the grant date and (2) the portion of any annual bonus paid in the form of stock options or other equity (excluding restricted stock or RSUs) shall be determined using the methodology utilized by Employer for determining the cost of such stock option or other equity for financial reporting purposes, but without giving effect to the amortization of such stock option or other equity. For the avoidance of doubt, the Median Bonus shall not

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include any long-term incentive equity awards which would not be included in “Covered Compensation” under the Executive Supplemental Benefit Plan (including any amendment, modification or successor thereto, the “SERP”). For the avoidance of doubt, “median” means, with respect to a set of three amounts, the middle amount and not the highest or the lowest amount, unless two of the amounts in the set are the same amount, in which case “median” means the amount which occurs twice in the set.

In exchange for Employer’s agreement to pay the Severance Amount and as a condition thereto, Executive agrees to execute (within 21 days following the date of termination of employment), deliver and not revoke (within the time period permitted by applicable law) a general release of the Related Companies and their respective officers, directors, employees and owners from any and all claims, obligations and liabilities of any kind whatsoever, including all such claims arising from or in connection with Executive’s employment or termination of employment with Employer or this Agreement (including, without limitation, civil rights claims), in such form as is reasonably requested by Employer. Executive’s right to receive the Severance Amount is conditioned upon the release described in the preceding sentence becoming irrevocable within the prescribed time period. In addition, Executive’s right to receive the Severance Amount shall immediately cease in the event that Executive violates any of the provisions of Sections 7 or 8. Apart from the payments set forth in this Section 5.4(a) and the benefits to which Executive may be entitled under the Employment Arrangements (as defined below), upon such termination Employer shall have no further liability whatsoever to Executive.

(b) In the event of the termination of the Term (and Executive’s employment) pursuant to Sections 5.1 or 5.2 or, if Executive’s employment does not continue on an at-will basis or pursuant to another agreement, upon the expiration of the Term, Employer shall be obligated to pay Executive (or, in the case of a termination under Section 5.1, Executive’s heir or successor) the Base Salary through the date of termination and any annual bonus earned for any fiscal year completed before the date of termination, in each case, that remains unpaid as of the date of termination. Apart from the payments set forth in this Section 5.4(b) and the benefits to which Executive may be entitled under the Employment Arrangements, upon such termination or expiration, as the case may be, Employer shall have no further liability whatsoever to Executive.

(c) If (i) Executive’s employment is terminated Without Cause by Employer prior to the expiration of the Term, (ii) as of the date of such termination Executive has not yet reached her “Early Retirement Date”, as defined in the SERP and (iii) Executive would have reached her “Early Retirement Date” during the Term had her employment not been earlier terminated, Executive will be deemed to be vested in the SERP on the date she would have reached her “Early Retirement Date” and she will begin receiving payments under the SERP on such date as otherwise provided in, and otherwise subject to the provisions of, the SERP; provided, however, that in such circumstance Executive’s “Final Average Compensation” (or equivalent) for purposes of the SERP shall be determined as of the date of the termination of her employment.

(d) If it becomes known that Executive’s employment will terminate for any reason, Employer may, in its sole discretion and subject to its other obligations under this Agreement, relieve Executive of her duties under this Agreement and assign Executive other reasonable duties and responsibilities to be performed until the termination becomes effective.

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(e) In the event that any payment or benefit received or to be received by Executive under this Agreement and all other arrangements or programs, including any acceleration of vesting of stock options, restricted stock, restricted stock units, deferred compensation, or long-term incentive awards (collectively, the “Payments”), would constitute an excess parachute payment within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), as determined in good faith by Employer’s independent auditors, then the portion of the Payments that would be treated as parachute payments under Section 280G of the Code shall be reduced so that the Payments, in the aggregate, are reduced to the Safe Harbor Amount (as defined below). For purposes of this Agreement, the term “Safe Harbor Amount” means the largest portion of the Payments that would result in no portion of the Payments being considered parachute payments under Section 280G of the Code. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero. In addition, with regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A of the Code, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred.

(f) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A of the Code and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Section 409A of the Code payable on account of a “separation from service,” and that is not exempt from Section 409A of the Code as involuntary separation pay or a short-term deferral (or otherwise), such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive or (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 5.4(f) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of Section 409A of the Code, each payment amount or benefit due under this Agreement will be considered a separate payment and Executive’s entitlement to a series of payments or benefits under this Agreement is to be treated as an entitlement to a series of separate payments.

(g) Upon termination of Executive’s employment for any reason, Executive hereby resigns from any and all (i) positions with all Related Companies, whether as a director, manager, general partner, officer or otherwise; (ii) committee memberships, fiduciary capacities or similar positions with respect to employee benefit plans sponsored by any Related Company, and (iii) any other positions associated with any Related Company.

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6. Restrictive Covenants

6.1 Access to Trade Secrets and Confidential Information. Executive acknowledges and agrees that in the performance of Executive’s duties of employment Executive will be brought into frequent contact with existing and potential customers of Employer and the other Related Companies throughout the world. Executive also agrees that trade secrets and confidential information of Employer and the other Related Companies gained by Executive during Executive’s association with Employer and the other Related Companies have been developed by Employer and the other Related Companies through substantial expenditures of time, effort and money and constitute valuable and unique property of Employer and the other Related Companies, and Employer and/or the Related Companies will suffer substantial damage and irreparable harm which will be difficult to compute if, during the Term and thereafter, Executive should disclose or improperly use such confidential information and trade secrets in violation of the provisions of this Section 6. Executive further understands and agrees that the foregoing makes it necessary for the protection of the businesses of Employer and the other Related Companies that Executive not compete with Employer or any other Related Company during his or her employment, as further provided in this Section 6.

6.2 Non-Compete and Non-Solicit. While employed by Employer or any other Related Company, Executive will not, directly or indirectly, engage in or render any service of a business, commercial or professional nature to any other person, entity or organization, whether for compensation or otherwise, that is in competition with Employer or any other Related Company anywhere in the world. In accordance with this restriction, but without limiting its terms, Executive will not:

(a) enter into or engage in any business which competes with the business of Employer or any other Related Company;

(b) solicit customers, business, patronage or orders for, or sell, any products or services in competition with, or for any business that competes with, the business of Employer or any other Related Company;

(c) divert, entice, or take away any customers, business, patronage or orders of Employer or any other Related Company or attempt to do so; or

(d) promote or assist, financially or otherwise, any person, firm, association, partnership, corporation or other entity engaged in any business which competes with the business of Employer or any other Related Company.

6.3 Scope of Restricted Activities. For the purposes of Section 6.2, but without limitation thereof, Executive will be in violation thereof if Executive engages in any or all of the activities set forth therein directly as an individual on Executive’s own account, or indirectly as a stockholder, partner, joint venturer, executive, agent, salesperson, consultant, officer and/or director of, or by virtue of the ownership by Executive’s spouse, child or parent of any equity interest in, any firm, association, partnership, corporation or other entity engaging in any or all of such activities; provided, however, Executive’s or Executive’s spouse’s, child’s or parent’s

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ownership of less than one percent (1%) of the issued equity interest in any publicly traded corporation shall not alone constitute a violation of this Agreement.

6.4 Scope of Covenants. Employer and Executive acknowledge that the time, scope, geographic area and other provisions of Sections 6 and 7 have been specifically negotiated by sophisticated commercial parties and agree that they consider the restrictions and covenants contained in such Sections to be reasonable and necessary for the protection of the interests of the Related Companies, but if any such restriction or covenant shall be held by any court of competent jurisdiction to be void but would be valid if deleted in part or reduced in application, such restriction or covenant shall apply with such deletion or modification as may be necessary to make it valid and enforceable. The restrictions and covenants contained in each provision of such Sections shall be construed as separate and individual restrictions and covenants and shall each be capable of being severed without prejudice to the other restrictions and covenants or to the remaining provisions of this Agreement.

7. No Solicitation of Employees. Executive will not directly or indirectly, at any time during the Term and the 12-month period after termination of Executive’s employment, either for Executive or for any other person or entity, recruit or solicit for hire any employee, officer, director or other personnel of the Employer or any of the Related Companies, or to induce or encourage such a person or entity to terminate his, her or its relationship, or breach an agreement, with the Employer or one of the Related Companies.

8. Nondisclosure of Confidential Information. Executive will keep in strict confidence, and will not, directly or indirectly, at any time during or after Executive’s employment with Employer, disclose, furnish, disseminate, make available or, except in the course of performing Executive’s duties of employment, use any trade secrets or confidential business and technical information of Employer, any other Related Company or any of its respective customers or vendors, without limitation as to when or how Executive may have acquired such information. Such confidential information shall include, without limitation, Employer’s and any other Related Company’s unique selling and servicing methods and business techniques, business strategies, financial information, training, service and business manuals, promotional materials, training courses and other training and instructional materials, vendor and product information, customer and prospective customer lists, other customer and prospective customer information, processes, inventions, patents, copyrights, trademarks and other intellectual property and intangible rights, and other business information. Executive specifically acknowledges that all such confidential information, whether reduced to writing, maintained on any form of electronic media, or maintained in the mind or memory of Executive and whether compiled by Employer, any other Related Company and/or Executive, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been made by Employer or another Related Company, as the case may be, to maintain the secrecy of such information, that such information is the sole property of Employer or another Related Company and that any retention and use of such information or rights by Executive during her employment with Employer (except in the course of performing her duties and obligations hereunder) or after the termination of her employment shall constitute a misappropriation of Employer’s or another Related Company’s trade secrets, rights or other property. Nothing in this Paragraph or Agreement is meant to override or invalidate other active agreements between Employee and the Company, including, but not

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limited to, any Confidential Information and Inventions Agreement, restrictive covenants (e.g., non-competition and/or non-solicitation agreements), and arbitration agreements.

9. Legally Authorized Disclosures. Pursuant to Section 7 of the Defend Trade Secrets Act of 2016, Executive is advised that an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (a) is made: (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Also pursuant to Section 7 of the Defend Trade Secrets Act of 2016, Executive is advised that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. In addition, nothing contained in this Agreement (i) limits Executive’s right to communicate or cooperate with any federal, state or local governmental agency or commission (“Government Agencies”) or (ii) bars Executive from responding to an order, regulation, rule or subpoena of a court or Government Agency.

10. Return of Company Property. Executive agrees that upon termination of Executive’s employment with Employer, for any reason, Executive shall return to Employer, in good condition, all property of Employer and the other Related Companies, including without limitation, the originals and all copies of any materials which contain, reflect, summarize, describe, analyze or refer or relate to any items of information listed in Section 8 of this Agreement. In the event that such items are not so returned, Employer will have the right to charge Executive for all reasonable damages, costs, attorneys’ fees and other expenses incurred in searching for, taking, removing and/or recovering such property.

11. Representations and Warranties. Executive hereby represents and warrants that she has the legal capacity to execute and perform this Agreement, that this Agreement is a valid and binding agreement enforceable against her according to its terms, and that the execution and performance of this Agreement by her does not violate the terms of any existing agreement or understanding, written or oral, to which Executive is a party or any judgment or decree to which Executive is subject. In addition, Executive represents and warrants that she knows of no reason why she is not physically or legally capable of performing her obligations under this Agreement in accordance with its terms. Executive hereby indemnifies the Related Companies and shall hold harmless the Related Companies from and against all liability, loss, cost, or expense, including, without limitation, reasonable attorneys’ fees and expenses, incurred by any Related Company by reason of the inaccuracy of Executive’s representations and warranties contained in this Section 11.

12. Survival. Each of the agreements, representations, warranties and covenants set forth in Sections 4.5, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20 and 21 of this Agreement shall survive and shall continue to be binding upon Employer and Executive notwithstanding the termination of Executive’s employment or the expiration of the Term for any reason whatsoever.

-8-

13. Breach by Executive. Executive is obligated under this Agreement to render services of a special, unique, unusual, extraordinary, and intellectual character, which give this Agreement particular value. The loss of these services cannot be reasonably or adequately compensated in damages in an action at law. Accordingly, in addition to other remedies provided by law or this Agreement, Employer shall have the right during the Term and any period of non-competition governed by this Agreement, to seek injunctive relief against breach or threatened breach of this Agreement by Executive or the performance of services, or threatened performance of services, by Executive in violation of this Agreement, or both. This Section is not meant to limit the damages the Employer may pursue and is not meant to be an exhaustive list of the relief available to the Employer.

14. Controlling Law. This Agreement shall be controlled, construed and enforced in accordance with the laws of the State of California, without regard to conflicts of laws principles.

15. Notices. Any notice to Employer required or permitted under this Agreement shall be given in writing to Employer, either by personal service or by registered or certified mail, postage prepaid, addressed to the Chief Executive Officer of Employer, or equivalent, with a copy to the Chief Financial Officer of Employer, at Employer’s then principal place of business. Any such notice to Executive shall be given in a like manner and, if mailed, shall be addressed to Executive at her home address then shown in Employer’s files. For the purpose of determining compliance with any time limit in this Agreement, a notice shall be deemed to have been duly given (a) on the date of service, if served personally on the party to whom notice is to be given, or (b) on the third business day after mailing, if mailed to the party to whom the notice is to be given in the manner provided by this Section.

16. Amendments. This Agreement may be amended only by written agreement of each of the parties to this Agreement.

17. Severability. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided that if Executive breaches Section 6 and if Section 6 is finally determined to be unenforceable, the payment obligations of Section 5.4(a)(iii) and Section 5.4(c) shall be deemed void ab initio.

18. Assignment. Executive shall not transfer or assign this Agreement or any part thereof. Employer reserves the right to transfer or assign this Agreement to any organization associated with it or any successor organization; provided, however, that Employer may assign this Agreement to any Related Company the stock or other equity of which is distributed to the shareholders of Employer and which, at the time of such distribution, agrees to employ Executive and assume Employer’s obligations under this Agreement.

19. Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any party other than Employer, the other Related Companies, Executive and their respective successors and permitted assigns.

20. Integration.

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(a) This Agreement; the SERP; any stock option, restricted stock, stock appreciation right or other equity compensation plan of Employer or any other Related Company (including, without limitation, the First American Financial Corporation 2010 and 2020 Incentive Compensation Plans) and any award agreement entered into thereunder; any pension plan and pension restoration plan of Employer or any Related Company; any deferred compensation plan of Employer or any other Related Company; any other employee benefit plan of Employer or any other Related Company; any change-of-control or similar agreement to which Employer and/or any Related Party and Executive are parties; any Confidential Information and Inventions Agreement between Executive and Employer; and any amendment, restatement or successor to any of the foregoing (the foregoing, collectively, the “Employment Arrangements”) contain the entire Agreement between the parties and supersedes all prior verbal and written agreements, understandings, commitments and practices between the parties. The benefits conferred upon Executive pursuant to this Agreement shall be in addition to the benefits provided for under the other Employment Arrangements; provided, however, that duplicative benefits shall not be payable pursuant to this Agreement and any other Employment Arrangement and, for the avoidance of doubt, none of the benefits provided in this Agreement shall be payable to the extent they are otherwise payable under the other Employment Arrangements.

(b) In the event (i) Executive is a party to an agreement with a Related Company providing for a severance benefit in the event Executive’s employment terminates following a change-in-control (a “Change-in-Control Agreement”), (ii) Executive becomes entitled to such benefit and (iii) Executive becomes entitled to the Severance Amount under Section 5.4(a)(iii), then the severance benefit payable to Executive under the Change-in-Control Agreement shall offset any Severance Amount payable to Executive pursuant to Section 5.4(a)(iii).

21. Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

[Signatures on next page]

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IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement effective as of the day and year first above written.

“EXECUTIVE”	“EMPLOYER”
/s/ Lisa W. Cornehl	/s/ Kenneth D. DeGiorgio
Name:  Lisa W. Cornehl	Name: Kenneth D. DeGiorgio
Date: February 14, 2023	Title:  Chief Executive Officer
	Date: February 14, 2023

Signature Page to Employment Agreement

EX-10

Exhibit 10.10

Summary of Amendment to Employment and Non-Competition Agreement

Marsha A. Spence and Mother Lode Holding Company agreed that the Employment and Non-Competition Agreement dated as of May 2, 2022 (the “Employment Agreement”), between Ms. Spence and Mother Lode Holding Company, be amended to delete Section 4.2 thereof (such that Ms. Spence has waived her annual bonus opportunities under the Employment Agreement for 2022 and 2023).

EX-21

Exhibit 21

Subsidiaries of the Registrant

The following is a list of subsidiaries of the Company as of December 31, 2022, omitting certain subsidiaries which, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary.

Name of Subsidiary:	State or Country Under Laws of Which Organized
Data Trace Information Services LLC	Delaware
FATCO Holdings, LLC	Delaware
FCT Holdings Company Ltd.	Canada
FCT Insurance Company Ltd.	Canada
First American Data Co., LLC	Delaware
First American Data Tree LLC	Delaware
First American Exchange Company, LLC	Delaware
First American Home Warranty Corporation	California
First American Property & Casualty Insurance Company	California
First American ServiceMac Holdings, LLC	Delaware
First American Specialty Insurance Company	California
First American Title Company	California
First American Title Company, Inc.	Hawaii
First American Title Company, LLC	Delaware
First American Title Guaranty Company	Texas
First American Title Insurance Company	Nebraska
First American Title Insurance Company of Australia Pty Limited	Australia
First American Title Insurance Company of Louisiana	Louisiana
First American Trust, F.S.B.	United States
First European Title Insurance Company Limited	Malta
First Title Insurance plc	United Kingdom
Ohio Bar Title Insurance Company	Ohio
Republic Title of Texas, Inc.	Texas
Mother Lode Holding Co	California

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-238019 and 333-263184) and S-8 (Nos. 333-190133, 333-167228, 333-238062 and 333-265519) of First American Financial Corporation of our report dated February 14, 2023 relating to the financial statements and financial statement schedules and the effectiveness of internal control over financial reporting, which appears in this Form 10-K

/s/ PricewaterhouseCoopers LLP

Los Angeles, California

February 14, 2023

EX-31

Exhibit 31(a)

CERTIFICATIONS

I, Kenneth D. DeGiorgio, certify that:

1. I have reviewed this annual report on Form 10-K of First American Financial Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 14, 2023

/s/ KENNETH D.DEGIORGIO

Kenneth D. DeGiorgio

Chief Executive Officer

(Principal Executive Officer)

EX-31

Exhibit 31(b)

CERTIFICATIONS

I, Mark E. Seaton, certify that:

1. I have reviewed this annual report on Form 10-K of First American Financial Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 14, 2023

/s/ Mark E. Seaton

Mark E. Seaton

Executive Vice President, Chief Financial Officer

(Principal Financial Officer)

EX-32

Exhibit 32(a)

Certification pursuant to 18 U.S.C. Section 1350,

as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Form 10-K of First American Financial Corporation (the “Company”) for the period ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kenneth D. DeGiorgio, chief executive officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ KENNETH D.DEGIORGIO

Kenneth D. DeGiorgio

Chief Executive Officer

Date: February 14, 2023

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

EX-32

Exhibit 32(b)

Certification pursuant to 18 U.S.C. Section 1350,

as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Form 10-K of First American Financial Corporation (the “Company”) for the period ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark E. Seaton, chief financial officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ Mark E. Seaton

Mark E. Seaton

Executive Vice President, Chief Financial Officer

Date: February 14, 2023

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

XML

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Feb. 08, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Registrant Name	FIRST AMERICAN FINANCIAL CORPORATION
Trading Symbol	FAF
Entity Central Index Key	0001472787
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Well-known Seasoned Issuer	Yes
Entity Public Float			$ 5,358,609,470
Entity Common Stock, Shares Outstanding		103,133,334
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Small Business	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common stock, $0.00001 par value
Security Exchange Name	NYSE
Entity File Number	001-34580
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	26-1911571
Entity Address, Address Line One	1 First American Way
Entity Address, City or Town	Santa Ana
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92707-5913
City Area Code	(714)
Local Phone Number	250-3000
Document Annual Report	true
Document Transition Report	false
Documents Incorporated by Reference	Portions of the registrant’s definitive proxy statement with respect to the 2023 annual meeting of the stockholders are incorporated by reference in Part III of this report. The definitive proxy statement or an amendment to this Form 10-K will be filed no later than 120 days after the close of registrant’s fiscal year.
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	Los Angeles, California
Auditor Firm ID	238

XML

Consolidated Balance Sheets - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
ASSETS
Cash and cash equivalents	$ 1,224	$ 1,228
Accounts and accrued income receivable, less allowances of $21 and $14	367	441
Income taxes receivable	22	11
Investments:
Deposits with banks	63	58
Debt securities (amortized cost of $9,170 and $9,317; pledged of $86 and $91)	8,170	9,362
Equity securities	754	1,176
Investments, Total	8,987	10,596
Secured financings receivable	423	565
Property and equipment, net	637	506
Operating lease assets	248	249
Title plants and other indexes	640	587
Deferred income taxes	54	14
Goodwill	1,798	1,588
Other intangible assets, net	194	218
Other assets	361	448
Total assets	14,955	16,451
LIABILITIES AND EQUITY
Deposits	5,520	5,069
Accounts payable and accrued liabilities:
Accounts payable	51	87
Personnel costs	299	376
Pension costs and other retirement plans	381	494
Other	184	305
Accounts payable and accrued liabilities	915	1,262
Deferred revenue	197	224
Reserve for known and incurred but not reported claims	1,325	1,284
Income taxes payable	10	24
Deferred income taxes	19	345
Operating lease liabilities	269	274
Secured financings payable	366	538
Notes and contracts payable	1,646	1,648
Total liabilities	10,267	10,668
Commitments and contingencies (Note 21)
Stockholders’ equity:
Preferred stock, $0.00001 par value; Authorized—0.5 shares; Outstanding—none	0	0
Common stock, $0.00001 par value; Authorized - 300.0 shares; Outstanding - 103.2 shares and 109.7 shares	0	0
Additional paid-in capital	1,812	2,179
Retained earnings	3,721	3,680
Accumulated other comprehensive loss	(868)	(92)
Total stockholders’ equity	4,665	5,767
Noncontrolling interests	23	16
Total equity	4,688	5,783
Total liabilities and equity	$ 14,955	$ 16,451

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Millions, $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Accounts and accrued income receivable, allowances	$ 21	$ 14
Pledged securities included in debt securities	86	91
Debt securities, amortized cost	$ 9,170	$ 9,317
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	0.5	0.5
Preferred stock, outstanding	0.0	0.0
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	300.0	300.0
Common stock, shares outstanding	103.2	109.7

XML

Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions		12 Months Ended
		Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenues:
Direct premiums and escrow fees		$ 3,085	$ 3,598	$ 2,988
Agent premiums		3,548	3,757	2,759
Information and other		1,148	1,215	1,013
Net investment income		340	215	221
Net investment (losses) gains (realized of $(85), $20, $15)		(516)	436	105
Total revenues		7,605	9,221	7,086
Expenses:
Personnel costs		2,340	2,350	1,941
Premiums retained by agents		2,830	2,987	2,184
Other operating expenses		1,272	1,323	1,119
Provision for policy losses and other claims		486	589	580
Depreciation and amortization		167	158	149
Impairment losses on exit of business		0	0	55
Premium taxes		91	100	78
Interest		93	72	57
Total expenses		7,279	7,579	6,163
Income before income taxes		326	1,642	923
Income taxes		61	393	223
Net income		265	1,249	700
Less: Net income attributable to noncontrolling interests		2	8	4
Net income attributable to the Company		$ 263	$ 1,241	$ 696
Net income per share attributable to the Company’s stockholders:
Basic	[1]	$ 2.46	$ 11.18	$ 6.18
Diluted	[1]	2.45	11.14	6.16
Cash dividends per share		$ 2.06	$ 1.94	$ 1.78
Weighted-average common shares outstanding:
Basic		107.0	111.0	112.7
Diluted		107.3	111.4	113.0

[1] Net income per share may not recalculate due to rounding.

XML

Consolidated Statements of Income (Parenthetical) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Realized (losses) gains of net investment	$ (85)	$ 20	$ 15

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
Net income	$ 265	$ 1,249	$ 700
Other comprehensive income (loss), net of tax:
Unrealized (losses) gains on securities	(781)	(143)	88
Foreign currency translation adjustment	(42)	(1)	14
Pension benefit adjustment	47	12	(21)
Total other comprehensive (loss) income, net of tax	(776)	(132)	81
Comprehensive (loss) income	(511)	1,117	781
Less: Comprehensive income attributable to noncontrolling interests	2	8	4
Comprehensive (loss) income attributable to the Company	$ (513)	$ 1,109	$ 777

XML

Consolidated Statements of Equity - USD ($) shares in Millions, $ in Millions	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income/(loss)	Total stockholders' equity	Noncontrolling Interests
Balance at Dec. 31, 2019	$ 4,425	$ 0	$ 2,300	$ 2,161	$ (41)	$ 4,420	$ 5
Balance, Shares at Dec. 31, 2019		112.5
Net income	700	$ 0	0	696	0	696	4
Dividends on common shares	(199)	0	0	(199)	0	(199)	0
Repurchases of Company shares	(139)	$ 0	(139)	0	0	(139)	0
Repurchases of Company shares, shares		(3.2)
Shares issued in connection with share-based compensation	(1)	$ 0	2	(3)	0	(1)	0
Shares issued in connection with share-based compensation, shares		1.1
Share-based compensation	52	$ 0	52	0	0	52	0
Net activity related to noncontrolling interests	3	0	0	0	0	0	3
Other comprehensive income (loss)	81	0	0	0	81	81	0
Balance at Dec. 31, 2020	4,922	$ 0	2,215	2,655	40	4,910	12
Balance, Shares at Dec. 31, 2020		110.4
Net income	1,249	$ 0	0	1,241	0	1,241	8
Dividends on common shares	(213)	0	0	(213)	0	(213)	0
Repurchases of Company shares	(99)	$ 0	(99)	0	0	(99)	0
Repurchases of Company shares, shares		(1.7)
Shares issued in connection with share-based compensation	6	$ 0	9	(3)	0	6	0
Shares issued in connection with share-based compensation, shares		1.0
Share-based compensation	54	$ 0	54	0	0	54	0
Net activity related to noncontrolling interests	(4)	0	0	0	0	0	(4)
Other comprehensive income (loss)	(132)	0	0	0	(132)	(132)	0
Balance at Dec. 31, 2021	$ 5,783	$ 0	2,179	3,680	(92)	5,767	16
Balance, Shares at Dec. 31, 2021	109.7	109.7
Net income	$ 265	$ 0	0	263	0	263	2
Dividends on common shares	(217)	0	0	(217)	0	(217)
Repurchases of Company shares	(441)	$ 0	(441)	0	0	(441)	0
Repurchases of Company shares, shares		(7.5)
Shares issued in connection with share-based compensation	2	$ 0	7	(5)	0	2	0
Shares issued in connection with share-based compensation, shares		1.0
Share-based compensation	67	$ 0	67	0	0	67	0
Net activity related to noncontrolling interests	5	0	0	0	0	0	5
Other comprehensive income (loss)	(776)	0	0	0	(776)	(776)	0
Balance at Dec. 31, 2022	$ 4,688	$ 0	$ 1,812	$ 3,721	$ (868)	$ 4,665	$ 23
Balance, Shares at Dec. 31, 2022	103.2	103.2

XML

Consolidated Statements of Cash Flows - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 265	$ 1,249	$ 700
Adjustments to reconcile net income to cash provided by operating activities:
Provision for policy losses and other claims	486	589	580
Depreciation and amortization	167	158	149
Impairment losses on exit of business	0	0	55
Amortization of premiums and accretion of discounts on debt securities, net	19	47	39
Net investment losses (gains)	516	(436)	(105)
Share-based compensation	67	54	52
Equity in earnings of affiliates, net	(11)	(7)	(6)
Dividends from equity method investments	11	12	7
Changes in assets and liabilities excluding effects of acquisitions and noncash transactions:
Claims paid, including assets acquired, net of recoveries	(434)	(482)	(471)
Net change in income tax accounts	(130)	53	29
Decrease (increase) in accounts and accrued income receivable	83	(48)	(53)
(Decrease) increase in accounts payable and accrued liabilities	(266)	115	130
(Decrease) increase in deferred revenue	(28)	(47)	19
Other, net	35	(37)	(40)
Cash provided by operating activities	780	1,220	1,085
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash effect of acquisitions/dispositions	(278)	(187)	(393)
Net (increase) decrease in deposits with banks	(8)	(15)	1
Purchases of debt securities	(2,980)	(6,138)	(2,749)
Proceeds from sales of debt securities	1,753	1,071	759
Proceeds from maturities of debt securities	1,171	1,864	1,630
Purchases of equity securities	(157)	(198)	(194)
Proceeds from sales of equity securities	241	172	103
Net change in other investments	(7)	(12)	(11)
Advances under secured financing agreements	(15,658)	(25,926)	(17,584)
Collections of secured financings receivable	15,778	26,109	17,123
Capital expenditures	(260)	(161)	(114)
Proceeds from sales of property and equipment	7	18	14
Proceeds from insurance settlement	3	10	0
Cash used for investing activities	(395)	(3,393)	(1,415)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in deposits	451	1,792	(60)
Borrowings under secured financing agreements	15,533	24,602	15,442
Repayments of secured financings payable	(15,695)	(24,594)	(15,205)
Net proceeds from issuance of unsecured senior notes	0	642	444
Borrowings under unsecured credit facility	0	0	120
Repayments of borrowings under unsecured credit facility	0	0	(280)
Repayments of other notes and contracts payable	(7)	(6)	(6)
Net activity related to noncontrolling interests	(2)	(4)	(3)
Net proceeds (payments) in connection with share-based compensation	2	6	(1)
Repurchases of Company shares	(441)	(99)	(139)
Payments of cash dividends	(217)	(213)	(199)
Cash (used for) provided by financing activities	(376)	2,126	113
Effect of exchange rate changes on cash	(13)	0	6
Net decrease in cash and cash equivalents	(4)	(47)	(211)
Cash and cash equivalents—Beginning of year	1,228	1,275	1,486
Cash and cash equivalents—End of year	1,224	1,228	1,275
SUPPLEMENTAL INFORMATION:
Interest	87	64	54
Premium taxes	113	86	72
Income taxes, less refunds of $2 and $3 in 2022 and 2020, respectively	$ 189	$ 339	$ 193

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Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2020
Statement of Cash Flows [Abstract]
Income taxes, refunds	$ 2	$ 3

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Basis of Presentation and Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Significant Accounting Policies

NOTE 1. Basis of Presentation and Significant Accounting Policies:

First American Financial Corporation (the “Company”), through its subsidiaries, is engaged in the business of providing financial services. The Company consists of the following reportable segments:

•The Company’s title insurance and services segment issues title insurance policies on residential and commercial property in the United States and offers similar or related products and services internationally. This segment also provides closing and/or escrow services; accommodates tax-deferred exchanges of real estate; provides products, services and solutions designed to mitigate risk or otherwise facilitate real estate transactions; maintains, manages and provides access to title plant data and records; provides appraisals and other valuation-related products and services; provides lien release, document custodial and default-related products and services; provides warehouse lending services; subservices mortgage loans; and provides banking, trust and wealth management services. The Company, through its principal title insurance subsidiary and such subsidiary’s affiliates, transacts its title insurance business through a network of direct operations and agents. Through this network, the Company issues policies in the 49 states that permit the issuance of title insurance policies, the District of Columbia and certain United States territories. The Company also offers title insurance, closing services and similar or related products and services, either directly or through third parties in other countries, including Canada, the United Kingdom, Australia, New Zealand, South Korea and various other established and emerging markets.

•The Company’s specialty insurance segment sells home warranty products including residential service contracts that cover residential systems, such as heating and air conditioning systems, and certain appliances against failures that occur as the result of normal usage during the coverage period. This business currently operates in 35 states and the District of Columbia.

The Company's property and casualty business was in the final stages of its wind-down in 2022.

•The Company’s corporate segment includes its investments in venture-stage companies, certain financing facilities and corporate services that support the Company’s business operations.

Principles of Consolidation

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) and reflect the consolidated operations of the Company. The consolidated financial statements include the accounts of First American Financial Corporation and all controlled subsidiaries. All significant intercompany transactions and balances have been eliminated. Equity investments in which the Company exercises significant influence, but does not control and is not the primary beneficiary, are accounted for using the equity method of accounting. Equity investments in which the Company does not exercise significant influence over the investee and without readily determinable fair values, or non-marketable equity securities, are accounted for at cost, less impairment, and are adjusted up or down for any observable price changes.

Use of estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the statements. Actual results could differ from the estimates and assumptions used.

Cash equivalents

The Company considers cash equivalents to include all unrestricted short-term investments that have an initial maturity of 90 days or less.

Accounts and accrued income receivable

Accounts receivable are generally due within thirty days and are recorded net of an allowance for credit losses. The Company considers accounts outstanding longer than the contractual payment terms as past due. The Company determines the allowance by considering a number of factors, including the length of time trade accounts receivable are past due, previous loss history, a specific customer’s ability to pay its obligations to the Company and the current condition, and future expectations, of the general economy and industry as a whole. Amounts are written off in the period in which they are deemed to be uncollectible.

The Company’s policy is to present accrued interest receivable on financial assets measured at amortized cost within accounts and accrued income receivable on the balance sheet. Accrued interest receivable at December 31, 2022 and 2021 totaled $17 million and $2 million, respectively. The Company has elected to not measure an allowance for credit losses for accrued interest receivable and maintains a policy that all receivables ninety days past due are written off to credit loss expense. Accounts are placed on non-accrual status, and accrual of interest is discontinued, when management determines that collectibility of contractual amounts is not reasonably assured. Payments of interest for accounts in non-accrual status are applied under the cost recovery method.

Deposits with banks

Deposits with banks are short-term investments with initial maturities of generally more than 90 days.

Debt securities

Debt securities are carried at fair value and consist primarily of investments in obligations of the United States Treasury, foreign governments, various U.S. and foreign corporations, certain state and political subdivisions and mortgage-backed securities. The Company classifies its debt securities as available-for-sale with unrealized gains or losses recorded as a component of accumulated other comprehensive income/loss.

Interest income, as well as the related amortization of premium and accretion of discount, on debt securities are recognized under the effective yield method and are included in the accompanying consolidated statements of income in net investment income. Realized gains and losses on sales of debt securities are determined on a first-in, first-out basis.

When the fair value of an available-for-sale debt security falls below its amortized cost, entities must determine whether the decline in fair value is due to credit-related factors or noncredit-related factors. Declines in fair value that are credit-related are recorded on the balance sheet through an allowance for credit losses with a corresponding adjustment to earnings and declines that are noncredit-related are recognized through other comprehensive income/loss.

If the Company intends to sell a debt security in an unrealized loss position or determines that it is more likely than not that the Company will be required to sell a debt security before it recovers its amortized cost basis, the debt security is impaired and it is written down to fair value with all losses recognized in earnings. As of December 31, 2022, the Company did not intend to sell any debt securities in an unrealized loss position and it is not more likely than not that the Company will be required to sell any debt securities before recovery of their amortized cost basis.

For debt securities in an unrealized loss position for which the Company does not intend to sell the debt security and it is not more likely than not that the Company will be required to sell the debt security, the Company determines whether the loss is due to credit-related factors or noncredit-related factors. For debt securities in an unrealized loss position for which the losses are primarily due to credit-related factors, the Company’s policy is to recognize the entire loss in earnings. For debt securities in an unrealized loss position for which the losses are determined to be the result of both credit-related and noncredit-related factors, the credit loss is determined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis of the debt security. The cash flows expected to be collected are discounted using the effective interest rate (i.e., purchase yield) and for variable rate securities the interest rate is fixed at the rate in effect at the credit loss measurement date.

Expected future cash flows for debt securities are based on qualitative and quantitative factors specific to each security, including the probability of default and the estimated timing and amount of recovery. The detailed inputs used to project expected future cash flows may be different depending on the nature of the individual debt security.

The Company’s policy is to present accrued interest receivable on debt securities within accounts and accrued income receivable on the balance sheet. Accrued interest receivable on debt securities at December 31, 2022 and 2021 totaled $38 million and $34 million, respectively. The Company has elected to not measure an allowance for accrued interest receivable on debt securities and maintains a policy that all receivables ninety days past due are written off to credit loss expense. Debt securities are placed on non-accrual status, and accrual of interest is discontinued, when management determines that collectibility of contractual amounts is not reasonably assured. Interest income is recognized on a cash basis for interest payments received on debt securities in non-accrual status.

The Company maintains investments in debt securities in accordance with certain statutory requirements for the funding of statutory premium reserves and state deposits. At December 31, 2022 and 2021, the fair values of such investments totaled $86 million and $91 million, respectively. See Note 2 Statutory Restrictions on Investments and Stockholders’ Equity for additional discussion of the Company’s statutory restrictions.

Equity securities

Marketable equity securities are carried at fair value and consist primarily of investments in exchange traded funds, mutual funds and preferred stocks of corporate entities. Changes in the fair values of the Company’s equity securities are recognized in net investment gains/losses on the consolidated statements of income.

Equity investments in which the Company exercises significant influence but does not control, and is not the primary beneficiary, are accounted for under the equity method of accounting. These investments are initially measured at cost and are generally adjusted by the Company’s share of equity in the income or losses of the investee. The carrying values of these investments are written down, or impaired, to fair value when a decline in value is considered to be other-than-temporary. In making the determination as to whether an individual investment is impaired, the Company assesses the current and expected financial condition of each relevant entity, including, but not limited to, the anticipated ability of the entity to make its contractually required payments to the Company (with respect to debt obligations to the Company), the results of valuation work performed with respect to the entity, the entity’s anticipated ability to generate sufficient cash flows and the market conditions in the industry in which the entity is operating.

The Company has elected to measure its non-marketable equity securities in which it does not exercise significant influence over the investee and without readily determinable fair values at cost, less impairment, adjusted up or down for any observable price changes from orderly transactions for the identical or a similar investment of the same issuer. The carrying values of these investments are written down, or impaired, to fair value when a qualitative assessment indicates that the fair value is less than the carrying value. In making the determination as to whether an individual investment is impaired, the Company assesses such qualitative factors as the current and expected financial condition of each relevant entity, the market conditions in the industry in which the entity operates and the entity’s anticipated ability to generate sufficient cash flows.

Notes Receivable

Notes receivable are carried at cost, less allowance for credit losses. An allowance for credit losses is established on an individual note based on the Company’s estimate of the net amount expected to be collected. The allowance for credit losses is based upon the Company’s assessment of the borrower’s overall financial condition, resources and payment record; and, if appropriate, the realizable value of any collateral. These estimates consider all available evidence including the expected future cash flows, estimated fair value of collateral on secured notes, general economic conditions and trends, and other relevant factors, as appropriate. Notes are placed on non-accrual status when management determines that the collectibility of contractual amounts is not reasonably assured. For the year ended December 31, 2022, the Company recorded $28 million in credit losses on notes receivable related to its venture investment portfolio. Notes receivable are included in other assets on the consolidated balance sheets.

Secured financings receivable and payable

The Company’s secured financings receivable are collateralized by mortgage loans on residential real estate. Collections of the receivable balance occur upon sale of the underlying mortgage loan to investors in the secondary market, generally within 30 days and more typically in less than 10 days. No allowance for credit losses has been recorded due to, among other factors, the Company typically identifying investors in the underlying mortgage loans prior to making advances, the short-term nature of these receivables, the majority of the underlying mortgage loans are Qualified Mortgages (QM) and due to the receivable having no history of significant prior credit losses. Interest income is recorded on an accrual basis during the period the principal balance remains outstanding.

Secured financings payable reflect borrowings under secured warehouse lending facilities with several banking institutions. Repayment of the warehouse borrowing occurs upon sale of the mortgage loan to investors as noted above. Interest expense is recorded during the period the borrowing remains outstanding.

Property and equipment

Buildings and furniture and equipment are initially recorded at cost and are generally depreciated using the straight-line method over estimated useful lives ranging from 3 to 40 years and from 3 to 15 years, respectively. Leasehold improvements are initially recorded at cost and are amortized over the lesser of the remaining term of the respective lease or the estimated useful life, using the straight-line method. Computer software developed for internal use and for use with the Company’s products is amortized over estimated useful lives ranging from 1 to 15 years using the straight-line method. Software development and implementation costs, which include certain payroll-related costs of employees directly associated with developing or implementing software and payments to third parties directly associated with developing or implementing software are capitalized during the application development or implementation stage until the software is ready for its intended use.

Management uses estimated future cash flows (undiscounted and excluding interest) to measure the recoverability of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be fully recoverable. If the undiscounted cash flow analysis indicates that the carrying amount is not recoverable, an impairment loss is recorded for the excess of the carrying amount over its fair value.

Impairment losses on property and equipment for the years ended December 31, 2022 and 2021 were $1 million and $5 million, respectively. In connection with the Company’s decision in 2020 to exit its property and casualty insurance business, it recognized impairment losses on its capitalized software of $18 million for the year ended December 31, 2020.

Leases

The Company is, generally, a lessee in leases of commercial real estate, including office buildings and office space, and also certain equipment. Most of the Company’s leases of commercial real estate include one or more options to renew, with renewal terms that can extend the lease term from one to five years, and some leases include options to terminate the lease within the first year.

In connection with its lease commitments, the Company recognizes a lease liability equal to the present value of future lease payments discounted using its incremental borrowing rate and recognizes a lease asset equal to the lease liability, adjusted for any prepaid or accrued lease payments, lease incentives and initial direct costs.

As most of the Company’s leases do not provide an implicit discount rate, the Company applies its incremental borrowing rate, which is based on the information available as of the commencement date, in determining the present value of its lease payments.

The Company does not separately account for nonlease components (e.g., common-area maintenance costs) from the associated lease components (e.g., fixed payments including rent, real estate taxes and insurance costs) on leases of commercial real estate and instead accounts for both components as a single lease component for purposes of recognizing lease assets and liabilities. Variable lease costs, which include any variable lease and nonlease components and rents that vary based on changes to an index or rate, are expensed as incurred.

The Company excludes any leases with an initial term of 12 months or less from recognition on the balance sheet and for which lease expense is recognized on a straight-line basis over the lease term.

Management recognizes an impairment loss when the carrying amount of a lease asset is not recoverable and exceeds its fair value. The carrying amount is considered not recoverable if it exceeds the sum of the undiscounted future cash flows that are directly associated with, and that are expected to arise as a result of, the use and eventual disposition of the lease asset. An impairment loss is measured as the amount by which the carrying amount of a lease asset exceeds its fair value. Impairment losses related to the Company’s commercial real estate may occur if the Company ceased use of all, or a portion, of a leased property while a contractual obligation remains. Impairment losses related to commercial real estate leases were $2.6 million and $1.0 million for the years ended December 31, 2022 and 2020, respectively, and were immaterial for the year ended December 31, 2021.

For further information on the Company’s leasing arrangements see Note 7 Leases.

Title plants and other indexes

Title plants are carried at cost, with the costs of daily maintenance (updating) charged to expense as incurred. Because properly maintained title plants have indefinite lives and do not diminish in value with the passage of time, no provision has been made for depreciation or amortization. The Company analyzes its title plants at least annually for impairment. This analysis includes, but is not limited to, the effects of obsolescence, duplication, demand and other economic factors. Capitalized real estate data is initially recorded at cost and is amortized using the straight-line method over a 15 year estimated useful life.

Management uses estimated future cash flows (undiscounted and excluding interest) to measure the recoverability of title plants whenever events or changes in circumstances indicate that the carrying value may not be fully recoverable. If the undiscounted cash flow analysis indicates that the carrying amount is not recoverable, an impairment loss is recorded for the excess of the carrying amount over its fair value.

Business Combinations

Amounts paid for acquisitions are allocated to the tangible and intangible assets acquired and liabilities assumed and are based on their estimated fair values at the date of acquisition. The excess of the fair value of purchase consideration over the fair values of the identifiable assets and liabilities is recorded as goodwill. Acquisition-related costs are expensed in the periods in which the costs are incurred. The results of operations of acquired businesses are included in the consolidated financial statements from the date of acquisition.

Goodwill Impairment

The Company is required to perform an annual goodwill impairment assessment for each reporting unit for which goodwill has been allocated. The reporting units that have been allocated goodwill include title insurance and home warranty. The Company’s trust and other services reporting unit has no allocated goodwill and is, therefore, not assessed for impairment. The Company has elected to perform this annual assessment in the fourth quarter of each fiscal year or sooner if circumstances indicate possible impairment. Based on accounting guidance, the Company has the option to perform a qualitative assessment to determine if the fair value is more likely than not (i.e., a likelihood of greater than 50%) less than the carrying amount as a basis for determining whether it is necessary to perform a quantitative impairment test, or may choose to forego a qualitative assessment and perform a quantitative impairment test. The qualitative factors considered in this assessment may include macroeconomic conditions, industry and market considerations, overall financial performance as well as other relevant events and circumstances as determined by the Company. The Company evaluates the weight of each factor to determine whether it is more likely than not that impairment may exist. If the results of a qualitative assessment indicate the more likely than not threshold was not met, the Company may choose not to perform a quantitative impairment test. If, however, the more likely than not threshold is met, the Company will perform a quantitative test as required and discussed below.

Management’s quantitative impairment testing compares the fair value of each reporting unit to its carrying amount. The fair value of each reporting unit is determined by using discounted cash flow analysis and, where appropriate, market approach valuations. If the fair value of the reporting unit exceeds its carrying amount, the goodwill is not considered impaired and no additional analysis is required. However, if the carrying amount is greater than the fair value, an impairment charge is

recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, with the loss recognized limited to the total amount of goodwill allocated to that reporting unit.

The quantitative impairment test for goodwill utilizes a variety of valuation techniques, all of which require the Company to make estimates and judgments. Fair value is determined by employing an expected present value technique, which utilizes expected cash flows and an appropriate discount rate. The use of comparative market multiples (the “market approach”) compares the reporting unit to other comparable companies (if such comparables are present in the marketplace) based on valuation multiples to arrive at a fair value. In assessing the fair value, the Company utilizes the results of the valuations (including the market approach to the extent comparables are available) and considers the range of fair values determined under all methods and the extent to which the fair value exceeds the carrying amount of the reporting unit.

The valuation of each reporting unit includes the use of assumptions and estimates of many critical factors, including revenue growth rates and operating margins, discount rates and future market conditions, determination of market multiples and the establishment of a control premium, among others. Forecasts of future operations are based, in part, on operating results and the Company’s expectations as to future market conditions. These types of analyses contain uncertainties because they require the Company to make assumptions and to apply judgments to estimate industry economic factors and the profitability of future business strategies. However, if actual results are not consistent with the Company’s estimates and assumptions, the Company may be exposed to future impairment losses that could be material.

The Company chose to perform qualitative assessments for its title insurance and home warranty reporting units for 2022 and 2021, and performed quantitative impairment tests for 2020. The results of the Company’s qualitative assessments in 2022 and 2021 supported the conclusion that the reporting unit fair values were not more likely than not less than their carrying amounts and, therefore, a quantitative impairment test was not considered necessary. Based on the results of the quantitative tests in 2020, the Company determined that the fair values for both reporting units exceeded their carrying amounts and no additional analysis was required. As a result of the Company’s annual goodwill impairment assessments for the title insurance and home warranty reporting units, the Company did not record any goodwill impairment losses related to either reporting unit for 2022, 2021 or 2020.

Other intangible assets

The Company’s finite-lived intangible assets consist of customer relationships, noncompete agreements, trademarks, internal-use software licenses and patents. These assets are amortized on a straight-line basis over their useful lives ranging from 1 to 20 years and are subject to impairment assessments when there is an indication of a triggering event or abandonment. The Company’s indefinite-lived other intangible assets consist of licenses which are not amortized but rather assessed for impairment by comparing the fair values to carrying amounts at least annually, and when an indicator of potential impairment has occurred.

Management uses estimated future cash flows (undiscounted and excluding interest) to measure the recoverability of intangible assets with finite lives, whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. If the undiscounted cash flow analysis indicates that the carrying amount is not recoverable, an impairment loss is recorded for the excess of the carrying amount over its fair value. Management’s impairment assessment for indefinite-lived other intangible assets include a valuation using a discounted cash flow analysis or through a market approach. If the fair value exceeds its carrying amount, the asset is not considered impaired and no additional analysis is required. However, if the carrying amount is greater than the fair value, an impairment loss is recorded equal to the excess.

Reserve for known and incurred but not reported claims

The Company provides for title insurance losses through a charge to expense when the related premium revenue is recognized. The amount charged to expense is generally determined by applying a rate (the loss provision rate) to total title insurance premiums and escrow fees. The Company’s management estimates the loss provision rate at the beginning of each year and reassesses the rate quarterly to ensure that the resulting incurred but not reported (“IBNR”) loss reserve and known claims reserve included in the Company’s consolidated balance sheets together reflect management’s best estimate of the total costs required to settle all IBNR and known claims. If the ending IBNR reserve is not considered adequate, an adjustment is recorded.

The process of assessing the loss provision rate and the resulting IBNR reserve involves an evaluation of the results of an in-house actuarial review. The Company’s in-house actuary performs a reserve analysis utilizing generally accepted actuarial methods that incorporate cumulative historical claims experience and information provided by in-house claims and operations personnel. Current economic and business trends are also contemplated as part of the reserve analysis. These include conditions in the real estate and mortgage markets, changes in residential and commercial real estate values, and changes in the levels of defaults and foreclosures that may affect claims levels and patterns of emergence, as well as any company-specific factors that may be relevant to past and future claims experience. Results from the analysis include, but are not limited to, a range of IBNR reserve estimates and a single point estimate for IBNR as of the balance sheet date.

For recent policy years at early stages of development (generally the last three years), IBNR is generally estimated using a combination of expected loss rate and multiplicative loss development factor calculations. For more mature policy years, IBNR generally is estimated using multiplicative loss development factor calculations. The expected loss rate method estimates IBNR by applying an expected loss rate to total title insurance premiums and escrow fees and by adjusting for policy year maturity using estimated loss development patterns. Multiplicative loss development factor calculations estimate IBNR by applying factors derived from loss development patterns to losses realized to date. The expected loss rate and loss development patterns are based on historical experience and the relationship of the history to the applicable policy years.

The Company’s management uses the IBNR point estimate from the in-house actuary’s analysis and other relevant information concerning claims to determine what it considers to be the best estimate of the total amount required for the IBNR reserve.

The volume and timing of title insurance claims are subject to cyclical influences from both the real estate and mortgage markets. Title policies issued to lenders constitute a large portion of the Company’s title insurance volume. These policies insure lenders against losses on mortgage loans due to title defects in the collateral property. Even if an underlying title defect exists that could result in a claim, often the lender must realize an actual loss, or at least be likely to realize an actual loss, for a title insurance liability to exist. As a result, title insurance claims exposure is sensitive to lenders’ losses on mortgage loans and is affected in turn by external factors that affect mortgage loan losses, particularly macroeconomic factors.

A general decline in real estate prices can expose lenders to greater risk of losses on mortgage loans, as loan-to-value ratios increase and defaults and foreclosures increase. Title insurance claims exposure for a given policy year is also affected by the quality of mortgage loan underwriting during the corresponding origination year. The Company believes that the sensitivity of claims to external conditions in the real estate and mortgage markets is an inherent feature of title insurance’s business economics that applies broadly to the title insurance industry.

Title insurance policies are long-duration contracts with the majority of the claims reported to the Company within the first few years following the issuance of the policy. Generally, 70% to 80% of claim amounts become known in the first six years of the policy life, and the majority of IBNR reserves relate to the six most recent policy years. Changes in expected ultimate losses and corresponding loss rates for recent policy years are considered likely and could result in a material adjustment to the IBNR reserves. A material change in expected ultimate losses and corresponding loss rates for older policy years is also possible, particularly for policy years with loss rates exceeding historical norms. The estimates made by management in determining the appropriate level of IBNR reserves could ultimately prove to be materially different from actual claims experience.

The Company provides for claims losses relating to its home warranty business based on the average cost per claim and historical loss experience as applied to the total of new claims incurred. The average cost per home warranty claim is calculated using the average of the most recent 12 months of claims experience adjusted for estimated future increases in costs.

Contingent litigation and regulatory liabilities

Amounts related to contingent litigation and regulatory liabilities are accrued if it is probable that a liability has been incurred and an amount is reasonably estimable. The Company records legal fees in other operating expenses in the period incurred.

Revenues

Premiums on title policies issued directly by the Company are recognized on the effective date of the title policy and escrow fees are recorded upon close of the escrow.

Revenues from title policies issued by agents are recorded when notice of issuance is received from the agent, which is generally when cash payment is received by the Company.

Premiums on home warranty contracts are generally recognized ratably in proportion to expected claims experience over the duration of the policy or contract, which is typically 12 months.

Information and other revenues are recognized when control of the promised goods or services is transferred to the customer and in an amount that reflects the consideration the Company expects to be entitled to in exchange for these goods or services.

For those products and services where the Company’s performance obligation is satisfied at a point in time and for which there is no ongoing obligation, revenue is recognized upon delivery. For those products and services where the Company satisfies its performance obligation over time as the product or service is being transferred to the customer, revenue is generally recognized using the output method as the products or services are delivered.

The Company applies the optional exemptions allowed under accounting guidance whereby the Company is not required to disclose either the transaction price allocated to performance obligations that are unsatisfied as of the end of the period or an explanation as to when the Company expects to recognize the related revenue. Such contracts generally include performance obligations that are contingent upon the closing of a real estate transaction or include variable consideration based on order volumes and have remaining contract terms of generally less than three years. The Company is allowed to apply the optional exemptions to its remaining performance obligations due to (1) the performance obligation is part of a contract that has an original duration of one year or less, (2) the associated revenue is based on the Company’s right to invoice for the value of the product or service delivered, (3) the associated variable consideration is allocated entirely to wholly unsatisfied performance obligations or (4) immateriality.

The Company also applies the practical expedient allowed under accounting guidance whereby it can disregard the impact to the transaction price of the effects of a significant financing component for arrangements where the Company expects the period between delivery of the product or service and customer payment to be one year or less. In addition, the Company applies the practical expedient whereby it recognizes the incremental costs of obtaining a contract as an expense when incurred if the amortization period for the asset that the Company otherwise would have recognized is one year or less.

The Company records a contract asset, and recognizes revenue, upon delivery of certain products related to the closing of a real estate transaction where the Company’s right to payment is subject to the closing of the transaction. The Company records a contract liability for payments received in advance of revenue recognition for certain products or services. Contract assets and liabilities were not material at December 31, 2022 and 2021. Revenues recognized during the years ended December 31, 2022, 2021 and 2020 that were included in contract liabilities at the beginning of the respective period were not material.

For information about the Company’s revenues disaggregated by reportable segment see Note 23 Segment Financial Information.

Premium taxes

Title insurance and home warranty companies, like other types of insurers, are generally not subject to state income or franchise taxes. However, in lieu thereof, most states impose a tax based primarily on insurance premiums written. This premium tax is reported as a separate line item in the consolidated statements of income in order to provide a more meaningful disclosure of the taxation of the Company.

Income taxes

The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of

existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company evaluates the need to establish a valuation allowance for deferred tax assets based upon the amount of existing temporary differences, the period in which they are expected to be recovered and expected levels of taxable income. A valuation allowance is established when it is considered more likely than not that some or all of the deferred tax assets will not be realized.

The Company recognizes the effect of income tax positions only if sustaining those positions is considered more likely than not. Changes in recognition or measurement of uncertain tax positions are reflected in the period in which a change in judgment occurs. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense.

Share-based compensation

The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost is recognized in the Company’s financial statements over the requisite service period of the award using the straight-line method for awards that contain only a service condition and the graded vesting method for awards that contain a performance or market condition. For awards with retirement eligibility provisions, the cost is recognized through the date the employee becomes eligible to retire and is no longer required to provide service to earn the award. The Company accounts for forfeitures as they occur. The Company utilizes a Monte Carlo valuation model to estimate the fair value of its market-based equity-settled performance awards.

The Company’s primary means of providing share-based compensation is through the granting of restricted stock units (“RSUs”). RSUs granted generally have graded vesting features and include a service condition; and for certain key employees and executives, may also include either a performance or market condition. In 2022, the Company began granting performance restricted stock units (“PRSUs”) to certain key employees and executives, which generally contain service and market conditions. RSUs and PRSUs receive dividend equivalents in the form of RSUs/PRSUs having the same vesting requirements as the initial grant.

The Company also offers an employee stock purchase plan that allows eligible employees the option to purchase common stock of the Company at 85% of the lower of the closing price on either the first or last day of each offering period. The offering periods are three-month periods beginning on January 1, April 1, July 1 and October 1 of each fiscal year. The Company recognizes an expense in the amount equal to the value of the 15% discount and look-back feature over the three-month offering period.

Earnings per share

Basic earnings per share is computed by dividing net income available to the Company’s stockholders by the weighted-average number of common shares outstanding. The computation of diluted earnings per share is similar to the computation of basic earnings per share, except that the weighted-average number of common shares outstanding is increased to include the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Potential dilutive common shares include RSUs and PRSUs.

Employee benefit plans

The Company recognizes the underfunded status of its unfunded supplemental benefit plans as a liability on its consolidated balance sheets. Actuarial gains and losses and prior service costs and credits that have not been previously recognized as a component of net periodic benefit cost are recorded as a component of accumulated other comprehensive income/loss. Plan obligations are measured annually as of December 31.

The Company informally funds its nonqualified deferred compensation plan through tax-advantaged investments known as variable universal life insurance. The Company’s deferred compensation plan assets are included as a component of other assets and the Company’s deferred compensation plan liability is included as a component of pension costs and other retirement plans on the consolidated balance sheets. The income or loss earned on the Company’s plan assets is included as a component

of net investment income and the income or loss earned by the plan participants is included as a component of personnel costs on the consolidated statements of income.

Foreign currency

The Company operates in other countries, including Canada, the United Kingdom, Australia, New Zealand and South Korea. The functional currencies of the Company’s foreign subsidiaries are generally their respective local currencies. The financial statements of foreign subsidiaries with local currencies that were determined to be the functional currency are translated into U.S. dollars as follows: assets and liabilities at the exchange rate as of the balance sheet date, equity at the historical rates of exchange, and income and expense amounts at average rates prevailing during the period. Translation adjustments resulting from the translation of the subsidiaries’ accounts are included in accumulated other comprehensive income/loss as a separate component of stockholders’ equity. For those foreign subsidiaries where the U.S. dollar has been determined to be the functional currency, non-monetary assets and liabilities are translated using historical rates, while monetary assets and liabilities are translated at current rates, with remeasurement gains and losses included in other operating expenses. Gains and losses resulting from foreign currency transactions are included within other operating expenses.

Reinsurance

The Company’s title insurance business assumes and cedes large title insurance risks through reinsurance. Additionally, the Company has limited reinsurance arrangements related to certain products offered through its international operations. In reinsurance arrangements, the primary insurer retains a certain amount of risk under a policy and cedes the remainder of the risk under the policy to the reinsurer. The primary insurer pays the reinsurer a premium in exchange for accepting this risk of loss. The primary insurer generally remains liable to its insured for the total risk but is reinsured under the terms of the reinsurance agreement. The amount of premiums assumed and ceded is recorded as a component of direct premiums and escrow fees on the Company’s consolidated statements of income. The total amount of premiums assumed and ceded in connection with reinsurance was less than 1.0% of consolidated premium and escrow fees for each of the three years in the period ended December 31, 2022. Payments and recoveries on reinsured losses for the Company’s title insurance business were immaterial during the years ended December 31, 2022, 2021 and 2020.

Escrow deposits and trust assets

The Company administers escrow deposits and trust assets as a service to its direct customers. Escrow deposits totaled $10.0 billion and $10.8 billion at December 31, 2022 and 2021, respectively, of which $4.6 billion and $4.8 billion, respectively, were held at First American Trust, FSB (“FA Trust”). The remaining deposits were held at third-party financial institutions.

Trust assets held or managed by FA Trust totaled $4.1 billion and $4.6 billion at December 31, 2022 and 2021, respectively. Escrow deposits held at third-party financial institutions and trust assets are not considered assets of the Company and, therefore, are not included in the accompanying consolidated balance sheets. All such amounts are placed in deposit accounts insured, up to applicable limits, by the Federal Deposit Insurance Corporation. The Company could be held contingently liable for the disposition of these assets.

In conducting its operations, the Company often holds customers’ assets in escrow, pending completion of real estate transactions and, as a result, the Company has ongoing programs for realizing economic benefits with various financial institutions. The results from these programs are included as income or a reduction in expense, as appropriate, in the consolidated statements of income based on the nature of the arrangement and benefit received.

Like-kind exchanges

The Company facilitates tax-deferred property exchanges for customers pursuant to Section 1031 of the Internal Revenue Code and tax-deferred reverse exchanges pursuant to Revenue Procedure 2000-37. As a facilitator and intermediary, the Company holds the proceeds from sales transactions and takes temporary title to property identified by the customer to be acquired with such proceeds. Upon the completion of each such exchange, the identified property is transferred to the customer or, if the exchange does not take place, an amount equal to the sales proceeds or, in the case of a reverse exchange, title to the property held by the Company is transferred to the customer. Like-kind exchange funds administered by the Company totaled $2.8 billion and $6.0 billion at December 31, 2022 and 2021, respectively. The like-kind exchange deposits are held at third-party financial institutions and, due to the structure utilized to facilitate these transactions, the proceeds and property are not considered assets of the Company and, therefore, are not included in the accompanying consolidated balance sheets. All such amounts are placed in deposit accounts insured, up to applicable limits, by the Federal Deposit Insurance Corporation. The Company could be held contingently liable to the customer for the transfers of property, disbursements of proceeds and the returns on such proceeds.

Subservicing deposits

In conducting its residential mortgage loan subservicing operations, the Company administers cash deposits on behalf of its clients. Cash deposits totaled $1.1 billion at December 31, 2022, of which $0.7 billion were held at FA Trust. The remaining deposits were held at third-party financial institutions. Cash deposits totaled $0.4 billion at December 31, 2021, all of which were held at third-party financial institutions. Cash deposits held at third-party financial institutions are not considered assets of the Company and, therefore, are not included in the accompanying consolidated balance sheets. All such amounts are placed in deposit accounts insured, up to applicable limits, by the Federal Deposit Insurance Corporation. The Company could be held contingently liable for the disposition of these assets. In connection with certain accounts, the Company has ongoing programs for realizing economic benefits with various financial institutions whereby it earns economic benefits either as income or as a reduction in expense.

Deposit balances held at FA Trust are temporarily invested in cash and cash equivalents and debt securities, with offsetting liabilities included in deposits in the accompanying consolidated balance sheets.

The Company regularly reviews the financial strength of third-party financial institutions where deposits are held and, based on this review and the fact that all amounts are placed in deposit accounts insured, up to applicable limits, by the Federal Deposit Insurance Corporation, does not expect any credit losses; therefore the Company has not recorded a liability for credit losses.

Pending Accounting Pronouncements

In June 2022, the Financial Accounting Standards Board (“FASB”) issued updated guidance intended to increase the comparability of financial information across reporting entities that have investments in equity securities measured at fair value that are subject to contractual restrictions preventing the sale of those securities. The updated guidance clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, as a result, should not be considered in measuring fair value. In addition, new disclosures are required about the nature of the restrictions and their remaining duration. The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2023, with early adoption permitted. The Company does not expect the adoption of this guidance to impact its consolidated financial statements.

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Statutory Restrictions on Investments and Stockholders' Equity

12 Months Ended

Dec. 31, 2022

Insurance [Abstract]

Statutory Restrictions On Investments And Stockholders' Equity

NOTE 2. Statutory Restrictions on Investments and Stockholders’ Equity:

Investments totaling $102 million and $108 million were on deposit with state treasurers in accordance with statutory requirements for the protection of policyholders at December 31, 2022 and 2021, respectively.

Pursuant to insurance and other regulations under which the Company’s insurance subsidiaries operate, the amount of dividends, loans and advances available to the Company is limited, principally for the protection of policyholders. As of December 31, 2022, under such regulations, the maximum amount available to the Company from its insurance subsidiaries in 2023, without prior approval from applicable regulators, was dividends of $689 million and loans and advances of $113 million.

The Company’s principal title insurance subsidiary, First American Title Insurance Company (“FATICO”), maintained total statutory capital and surplus of $1.5 billion and $1.7 billion as of December 31, 2022 and 2021, respectively. Statutory net income for the years ended December 31, 2022, 2021 and 2020 was $436 million, $654 million and $502 million, respectively. FATICO was in compliance with the minimum statutory capital and surplus requirements as of December 31, 2022.

FATICO is domiciled in Nebraska and its statutory-based financial statements are prepared in accordance with accounting practices prescribed or permitted by the Nebraska Department of Insurance. The National Association of Insurance Commissioners’ (“NAIC”) Accounting Practices and Procedures Manual (“NAIC SAP”) has been adopted as a component of prescribed or permitted practices by the state of Nebraska. The state of Nebraska has adopted certain prescribed accounting practices that differ from those found in the NAIC SAP. Specifically, the timing of amounts released from the statutory premium reserve under Nebraska’s required practice differs from NAIC SAP resulting in total statutory capital and surplus that was lower than if reported in accordance with NAIC SAP by $325 million and $293 million at December 31, 2022 and 2021, respectively.

Statutory accounting principles differ in some respects from GAAP, and these differences include, but are not limited to, non-admission of certain assets (principally limitations on deferred tax assets, goodwill, capitalized furniture and equipment, investment in subsidiaries and affiliates, real estate, capitalized software, and premiums and other receivables 90 days past due), reporting of bonds at amortized cost, recognition of credit losses, the lack of recognition of operating lease assets and liabilities on the balance sheet for lease commitments in which the Company is a lessee, changes in the fair values of marketable equity securities, amortization of goodwill, deferral of premiums received as statutory premium reserve, supplemental reserve (if applicable) and exclusion of the incurred but not reported claims reserve.

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Debt Securities

12 Months Ended

Dec. 31, 2022

Debt Securities, Available-for-Sale [Abstract]

Debt Securities

NOTE 3. Debt Securities:

Investments in debt securities, classified as available-for-sale, are as follows:

	Amortized		Gross unrealized					Estimated
(in millions)	cost		gains		losses			fair value
December 31, 2022
U.S. Treasury bonds	$	309	$	1	$	(7	)	$	303
Municipal bonds		1,671		3		(195	)		1,479
Foreign government bonds		208		—		(14	)		194
Governmental agency bonds		248		—		(19	)		229
Governmental agency mortgage-backed securities		5,253		1		(653	)		4,601
U.S. corporate debt securities		1,004		2		(85	)		921
Foreign corporate debt securities		477		2		(36	)		443
	$	9,170	$	9	$	(1,009	)	$	8,170
December 31, 2021
U.S. Treasury bonds	$	123	$	1	$	(1	)	$	123
Municipal bonds		1,607		59		(17	)		1,649
Foreign government bonds		228		2		(3	)		227
Governmental agency bonds		175		3		(1	)		177
Governmental agency mortgage-backed securities		5,620		34		(47	)		5,607
U.S. corporate debt securities		1,071		19		(9	)		1,081
Foreign corporate debt securities		493		9		(4	)		498
	$	9,317	$	127	$	(82	)	$	9,362

Sales of debt securities resulted in realized gains of $5 million, $29 million and $18 million, realized losses of $142 million, $9 million and $3 million, and proceeds of $1.8 billion, $1.1 billion and $759 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Investments in debt securities in an unrealized loss position, based on length of time, are as follows:

	Less than 12 months					12 months or longer					Total
(in millions)	Estimated fair value		Unrealized losses			Estimated fair value		Unrealized losses			Estimated fair value		Unrealized losses
December 31, 2022
U.S. Treasury bonds	$	108	$	(1	)	$	50	$	(6	)	$	158	$	(7	)
Municipal bonds		813		(56	)		540		(139	)		1,353		(195	)
Foreign government bonds		142		(6	)		46		(8	)		188		(14	)
Governmental agency bonds		173		(8	)		56		(11	)		229		(19	)
Governmental agency mortgage-backed    securities		1,860		(141	)		2,627		(512	)		4,487		(653	)
U.S. corporate debt securities		528		(38	)		325		(47	)		853		(85	)
Foreign corporate debt securities		241		(17	)		137		(19	)		378		(36	)
	$	3,865	$	(267	)	$	3,781	$	(742	)	$	7,646	$	(1,009	)
December 31, 2021
U.S. Treasury bonds	$	76	$	(1	)	$	—	$	—		$	76	$	(1	)
Municipal bonds		684		(17	)		—		—			684		(17	)
Foreign government bonds		103		(1	)		33		(2	)		136		(3	)
Governmental agency bonds		73		(1	)		—		—			73		(1	)
Governmental agency mortgage-backed    securities		4,036		(47	)		—		—			4,036		(47	)
U.S. corporate debt securities		533		(9	)		—		—			533		(9	)
Foreign corporate debt securities		234		(4	)		—		—			234		(4	)
	$	5,739	$	(80	)	$	33	$	(2	)	$	5,772	$	(82	)

Based on the Company’s review of its debt securities in an unrealized loss position it determined that the losses were due to non-credit factors and, therefore, it does not consider these securities to be credit impaired at December 31, 2022. As of December 31, 2022, the Company did not intend to sell any debt securities in an unrealized loss position and it is not more likely than not that the Company will be required to sell any debt securities before recovery of their amortized cost basis.

In determining credit losses on its debt securities in an unrealized loss position, the Company considers certain factors that may include, among others, severity of the unrealized loss, security type, industry sector, credit rating, yield to maturity, profitability and stock performance.

Investments in debt securities at December 31, 2022, by contractual maturities, are as follows:

(in millions)	Due in one year or less		Due after one through five years		Due after five through ten years		Due after ten years		Total
U.S. Treasury bonds
Amortized cost	$	143	$	141	$	6	$	19	$	309
Estimated fair value	$	143	$	137	$	5	$	18	$	303
Municipal bonds
Amortized cost		21		288		758		604		1,671
Estimated fair value		21		268		669		521		1,479
Foreign government bonds
Amortized cost		36		95		71		6		208
Estimated fair value		36		93		60		5		194
Governmental agency bonds
Amortized cost		26		157		7		58		248
Estimated fair value		25		151		6		47		229
U.S. corporate debt securities
Amortized cost		55		687		199		63		1,004
Estimated fair value		54		629		186		52		921
Foreign corporate debt securities
Amortized cost		20		300		116		41		477
Estimated fair value		20		280		107		36		443
Total debt securities, excluding mortgage-backed    securities
Amortized cost	$	301	$	1,668	$	1,157	$	791	$	3,917
Estimated fair value	$	299	$	1,558	$	1,033	$	679	$	3,569
Total mortgage-backed securities
Amortized cost										5,253
Estimated fair value										4,601
Total debt securities
Amortized cost									$	9,170
Estimated fair value									$	8,170

Mortgage-backed securities, which include contractual terms to maturity, are not categorized by contractual maturity as borrowers may have the right to call or prepay obligations with, or without, call or prepayment penalties.

The composition of the debt securities portfolio at December 31, 2022, by credit rating, is as follows:

	A- or higher				BBB+ to BBB-				Non-Investment Grade				Total
(dollars in millions)	Estimated fair value		Percentage		Estimated fair value		Percentage		Estimated fair value		Percentage		Estimated fair value
U.S. Treasury bonds	$	303		100.0	$	—		—	$	—		—	$	303
Municipal bonds		1,432		96.8		47		3.2		—		—		1,479
Foreign government bonds		190		98.0		2		1.0		2		1.0		194
Governmental agency bonds		229		100.0		—		—		—		—		229
Governmental agency mortgage-    backed securities		4,601		100.0		—		—		—		—		4,601
U.S. corporate debt securities		429		46.6		362		39.3		130		14.1		921
Foreign corporate debt securities		193		43.6		211		47.6		39		8.8		443
	$	7,377		90.3	$	622		7.6	$	171		2.1	$	8,170

Included in debt securities at December 31, 2022, were bank loans totaling $126 million, of which $121 million were non-investment grade; high yield corporate debt securities totaling $44 million, all of which were non-investment grade; and emerging market debt securities totaling $54 million, of which $6 million were non-investment grade.

The composition of the debt securities portfolio in an unrealized loss position at December 31, 2022, by credit rating, is as follows:

	A- or higher				BBB+ to BBB-				Non-Investment Grade				Total
(dollars in millions)	Estimated fair value		Percentage		Estimated fair value		Percentage		Estimated fair value		Percentage		Estimated fair value
U.S. Treasury bonds	$	158		100.0	$	—		—	$	—		—	$	158
Municipal bonds		1,315		97.2		38		2.8		—		—		1,353
Foreign government bonds		184		97.9		1		0.5		3		1.6		188
Governmental agency bonds		229		100.0		—		—		—		—		229
Governmental agency mortgage-    backed securities		4,487		100.0		—		—		—		—		4,487
U.S. corporate debt securities		411		48.2		327		38.3		115		13.5		853
Foreign corporate debt securities		169		44.7		175		46.3		34		9.0		378
	$	6,953		90.9	$	541		7.1	$	152		2.0	$	7,646

Debt securities in an unrealized loss position at December 31, 2022, included bank loans totaling $107 million, of which $102 million were non-investment grade; high yield corporate debt securities totaling $44 million, all of which were non-investment grade; and emerging market debt securities totaling $53 million, of which $6 million were non-investment grade.

The credit ratings in the above tables reflect published ratings obtained from globally recognized securities rating agencies. If a security was rated differently among the rating agencies, the lowest rating was selected. Governmental agency mortgage-backed securities are not rated by any of the ratings agencies; however, these securities have been included in the

above table in the “A- or higher” rating category because the payments of principal and interest are guaranteed by the governmental agency that issued the security.

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Equity Securities

12 Months Ended

Dec. 31, 2022

Investments, Debt and Equity Securities [Abstract]

Equity Securities

NOTE 4. Equity Securities:

Investments in equity securities, by classification, are summarized as follows:

	December 31,
(in millions)	2022		2021
Marketable equity securities	$	280	$	657
Non-marketable equity securities		396		441
Equity method investments		78		78
	$	754	$	1,176

Investments in marketable equity securities are summarized as follows:

(in millions)	Cost		Unrealized gains (losses)			Estimated fair value
December 31, 2022
Common stocks	$	324	$	(55	)	$	269
Preferred stocks		15		(4	)		11
	$	339	$	(59	)	$	280
December 31, 2021
Common stocks	$	418	$	222		$	640
Preferred stocks		17		—			17
	$	435	$	222		$	657

Net losses of $263 million and net gains of $184 million resulting from changes in the fair values of marketable equity securities were recognized for the years ended December 31, 2022 and 2021, respectively, which included net unrealized losses of $237 million and net unrealized gains of $172 million on securities still held at December 31, 2022 and 2021, respectively. Included in net losses during the year ended December 31, 2022 and net gains during the year ended December 31, 2021 were unrealized losses of $191 million and unrealized gains of $121 million, respectively, related to changes in the fair value of the Company’s investment in Offerpad Solutions Inc., a tech-enabled real estate company, which began trading publicly in September 2021. Net gains and losses resulting from changes in the fair values of marketable equity securities are recognized in net investment gains/losses on the consolidated statements of income.

Investments in non-marketable equity securities are summarized as follows:

(in millions)	Cost		Unrealized gains		Carrying amount
December 31, 2022	$	307	$	89	$	396
December 31, 2021	$	215	$	226	$	441

The Company recognized unrealized losses of $153 million, which included impairment charges of $140 million and recognized unrealized gains of $16 million for the year ended December 31, 2022, all related to its investments in private venture-stage companies. For the year ended December 31, 2021, the Company recognized unrealized gains of $210 million related to its investments in private venture-stage companies. All such unrealized losses and gains related to securities still held at December 31, 2022 and 2021. Net gains and losses on non-marketable equity securities are recognized in net investment gains/losses on the consolidated statements of income.

Also, during the year ended December 31, 2022, the Company realized a gain of $52 million and cash proceeds of $63 million related to the sale of an investment in a title insurance business.

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Allowance for Credit Losses – Accounts Receivable

12 Months Ended

Dec. 31, 2022

Receivables [Abstract]

Allowance for Credit Losses – Accounts Receivable

NOTE 5. Allowance for Credit Losses – Accounts Receivable:

Activity in the allowance for credit losses on accounts receivable is summarized as follows:

	Year Ended December 31,
(in millions)	2022			2021
Balance at beginning of period	$	14		$	14
Provision for expected credit losses		11			4
Write-offs/recoveries		(4	)		(4	)
Balance at end of period	$	21		$	14

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Property and Equipment

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment

NOTE 6. Property and Equipment:

Property and equipment is summarized as follows:

	December 31,
(in millions)	2022			2021
Land	$	27		$	24
Buildings		189			185
Leasehold improvements		72			70
Furniture and equipment		230			215
Capitalized software		1,059			884
		1,577			1,378
Accumulated depreciation and amortization		(940	)		(872	)
	$	637		$	506

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Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

NOTE 7. Leases:

Lease assets and liabilities are summarized as follows:

	December 31.
(in millions)	2022		2021		Classification
Assets
Operating lease assets	$	248	$	249	Operating lease assets
Finance lease assets		3		2	Other assets
Total lease assets	$	251	$	251
Liabilities
Operating lease liabilities	$	269	$	274	Operating lease liabilities
Finance lease liabilities		3		3	Notes and contracts payable
Total lease liabilities	$	272	$	277

The components of lease expense are summarized as follows:

	Year ended December 31.
(in millions)	2022			2021			2020			Classification
Operating lease cost	$	93		$	86		$	89		Other operating expenses
Finance lease cost:
Amortization of lease assets		2			2			2		Depreciation and amortization
Variable lease cost		34			31			32		Other operating expenses
Short-term lease cost		3			2			1		Other operating expenses
Sublease income		(1	)		(3	)		(3	)	Information and other
Net lease cost	$	131		$	118		$	121

Future minimum lease payments under operating and finance leases with noncancelable lease terms, as of December 31, 2022, are summarized as follows:

(in millions)	Operating Leases			Finance Leases		Total
2023	$	86		$	1	$	87
2024		71			1		72
2025		55			1		56
2026		38			—		38
2027		21			—		21
Thereafter		17			—		17
Total lease payments		288			3		291
Interest		(19	)		—		(19	)
Present value of lease liabilities	$	269		$	3	$	272

Information related to lease terms and discount rates is summarized as follows:

	December 31,
	2022			2021
Weighted-average remaining lease terms (years):
Operating leases		4			4
Finance leases		2			2
Weighted-average discount rates:
Operating leases		3.34	%		3.40	%
Finance leases		3.23	%		3.96	%

Cash flow information related to lease liabilities is summarized as follows:

	Year ended December 31,
(in millions)	2022		2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	96	$	90	$	93
Financing cash flows from finance leases	$	2	$	2	$	2
Operating lease assets obtained in exchange for new operating lease liabilities	$	66	$	59	$	54
Finance lease assets obtained in exchange for new finance lease liabilities	$	3	$	—	$	1

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Goodwill

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

NOTE 8. Goodwill:

A summary of the changes in the carrying amount of goodwill, by reportable segment, for the years ended December 31, 2022 and 2021, is as follows:

(in millions)	Title Insurance and Services			Specialty Insurance			Total
Balance as of December 31, 2020	$	1,366		$	13		$	1,379
Acquisitions		209			—			209
Balance as of December 31, 2021		1,575			13			1,588
Acquisitions		217			—			217
Transfers		(28	)		28			—
Foreign currency translation		(7	)		—			(7	)
Balance as of December 31, 2022	$	1,757		$	41		$	1,798
Accumulated impairment losses	$	—		$	(34	)	$	(34	)

For discussion about the Company’s acquisitions in 2022, see Note 22 Business Combinations.

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Other Intangible Assets

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Other Intangible Assets

NOTE 9. Other Intangible Assets:

Other intangible assets are summarized as follows:

	December 31,
(in millions)	2022			2021
Finite-lived intangible assets:
Customer relationships	$	191		$	203
Noncompete agreements		34			49
Trademarks		70			32
Internal-use software licenses		24			21
Patents		3			3
		322			308
Accumulated amortization		(145	)		(107	)
		177			201
Indefinite-lived intangible assets:
Licenses		17			17
	$	194		$	218

Amortization expense for finite-lived intangible assets was $54 million, $51 million and $43 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Estimated amortization expense for finite-lived intangible assets for the next five years is summarized as follows:

Year	(in millions)
2023	$	46
2024	$	33
2025	$	26
2026	$	26
2027	$	11

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Deposits

12 Months Ended

Dec. 31, 2022

Banking And Thrifts [Abstract]

Deposits

NOTE 10. Deposits:

Deposit accounts are summarized as follows:

	December 31,
(dollars in millions)	2022			2021
Escrow deposits:
Interest bearing	$	2,542		$	2,792
Non-interest bearing		2,077			2,083
		4,619			4,875
Mortgage subservicing deposits:
Interest bearing		713			—
Business checking and other deposits (1)		188			194
	$	5,520		$	5,069
Weighted-average interest rate:
Interest bearing deposit accounts		0.50	%		0.10	%

(1)Accounts are primarily non-interest bearing.

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Reserve for Known and Incurred But Not Reported Claims

12 Months Ended

Dec. 31, 2022

Insurance Loss Reserves [Abstract]

Reserve for Known and Incurred But Not Reported Claims

NOTE 11. Reserve for Known and Incurred But Not Reported Claims:

Activity in the reserve for known and incurred but not reported claims is summarized as follows:

	December 31,
(in millions)	2022			2021			2020
Balance at beginning of year	$	1,284		$	1,178		$	1,063
Provision related to:
Current year		468			570			532
Prior years		18			19			48
		486			589			580
Payments, net of recoveries, related to:
Current year		227			292			268
Prior years		207			190			203
		434			482			471
Other		(11	)		(1	)		6
Balance at end of year	$	1,325		$	1,284		$	1,178

The provision for title insurance losses, expressed as a percentage of title insurance premiums and escrow fees, was 4.0% for the years ended December 31, 2022 and 2021, and 5.0% for the year ended December 31, 2020.

The current year loss rate of 4.0% reflects the ultimate loss rate for the current policy year and no change in the loss reserve estimates for prior policy years.

The 2021 loss rate of 4.0% reflects the ultimate loss rate for the current policy year and no change in the loss reserve estimates for prior policy years.

The 2020 loss rate of 5.0% reflected an ultimate loss rate of 4.5% for policy year 2020 and a net increase in the loss reserve estimates for prior policy years of 0.5%, or $26 million.

A summary of the Company’s loss reserves is as follows:

	December 31,
(dollars in millions)	2022				2021
Known title claims	$	62	4.7	%	$	67	5.2	%
IBNR title claims		1,207	91.1	%		1,143	89.0	%
Total title claims		1,269	95.8	%		1,210	94.2	%
Non-title claims		56	4.2	%		74	5.8	%
Total loss reserves	$	1,325	100.0	%	$	1,284	100.0	%

Short-Duration Insurance Contracts

Home Warranty

The following reflects information as of December 31, 2022 about incurred and paid claims development as well as cumulative claims frequency by claims event, and the total of incurred but not reported claims plus expected development on reported claims included with the net incurred claims amounts.

The information below about incurred and paid claims development for the years ended December 31, 2013 to 2021, is presented as supplementary information.

	Incurred claims and allocated claim adjustment expenses																				December 31, 2022
Accident	Years ended December 31,																				Cumulative number of reported
Year	2013*		2014*		2015*		2016*		2017*		2018*		2019*		2020*		2021*		2022		claims
	(in millions)
2013	$	124		124		124		124		124		124		124		124		124	$	124		0.7
2014				124		124		124		124		124		124		124		124		124		0.8
2015						144		144		144		144		144		144		144		144		0.9
2016								173		173		173		173		173		173		173		1.0
2017										167		167		167		167		167		167		1.0
2018												180		180		180		180		180		1.1
2019														174		174		174		174		1.1
2020																197		197		197		1.2
2021																		218		218		1.2
2022																				211		1.1
																	Total		$	1,712

*Amounts unaudited.

	Cumulative paid claims and allocated claim adjustment expenses
Accident	Years ended December 31,
Year	2013*		2014*		2015*		2016*		2017*		2018*		2019*		2020*		2021*		2022
	(in millions)
2013	$	111		124		124		124		124		124		124		124		124	$	124
2014				111		124		124		124		124		124		124		124		124
2015						129		144		144		144		144		144		144		144
2016								155		173		173		173		173		173		173
2017										151		167		167		167		167		167
2018												163		180		180		180		180
2019														159		174		174		174
2020																178		197		197
2021																		199		218
2022																				192
																	Total		$	1,693
			All outstanding liabilities before 2013																	—
			Liabilities for claims and claims adjustment expenses																$	19

*Amounts unaudited.

A reconciliation of the net incurred and paid claims development tables to the liability for claims and claim adjustment expense at December 31, 2022, is as follows:

	December 31, 2022
	(in millions)
Liability for unpaid claims and claim adjustment    expenses — short-duration:
Home warranty	$	19
Property and casualty insurance		37
		56
Insurance lines other than short-duration:
Title insurance		1,269
Total liability for unpaid claims and claims adjustment    expenses	$	1,325

Supplementary information about average historical claims duration for the Company’s home warranty business as of December 31, 2022, is as follows:

Average annual percentage payout of incurred claims by age (unaudited)
Years	1		2		3	4	5	6	7	8	9	10
Annual payout	90.3	%	9.7	%	—	—	—	—	—	—	—	—

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Notes and Contracts Payable

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Notes and Contracts Payable

NOTE 12. Notes and Contracts Payable:

	December 31,
	2022			2021
	(dollars in millions)
2.40% senior unsecured notes due August 15, 2031, effective interest rate of 2.44%	$	650		$	650
4.00% senior unsecured notes due May 15, 2030, effective interest rate of 4.05%		450			450
4.60% senior unsecured notes due November 15, 2024, effective interest rate of 4.60%		300			300
4.30% senior unsecured notes due February 1, 2023, effective interest rate of 4.35%		250			250
Trust deed note due November 1, 2023, collateralized by land and buildings    with net book values of $36 and $37 at December 31, 2022 and 2021,    respectively, fixed interest rate of 5.26%		4			8
Other notes and contracts payable with maturities through 2027, weighted    -average interest rates of 3.30% and 4.21% at December 31, 2022 and 2021,    respectively		4			4
		1,658			1,662
Unamortized discounts and debt issuance costs		(12	)		(14	)
	$	1,646		$	1,648

In April 2019, the Company entered into a senior unsecured credit agreement with JPMorgan Chase Bank, N.A. in its capacity as administrative agent and the lenders party thereto. The credit agreement, which is comprised of a $700 million revolving credit facility, includes an expansion option that permits the Company, subject to satisfaction of certain conditions, to increase the revolving commitments and/or add term loan tranches in an aggregate amount not to exceed $350 million. Unless terminated earlier, the credit agreement will terminate on April 30, 2024. The obligations of the Company under the credit agreement are neither secured nor guaranteed. Proceeds under the credit agreement may be used for general corporate purposes. At December 31, 2022, the Company had no outstanding borrowings under the facility.

At the Company’s election, borrowings of revolving loans under the credit agreement bear interest at (a) the Alternate Base Rate plus the applicable spread or (b) until LIBOR is discontinued, the Adjusted LIBOR rate plus the applicable spread (in each case as defined in the credit agreement). The Company may select interest periods of one, two, three or six months or (if agreed to by all lenders) such other number of months for Eurodollar borrowings of loans. The applicable spread varies

depending upon the debt rating assigned by Moody’s Investor Service, Inc., Standard & Poor’s Rating Services and/or Fitch Ratings Inc. The minimum applicable spread for Alternate Base Rate borrowings is 0.25% and the maximum is 1.00%. The minimum applicable spread for Adjusted LIBOR rate borrowings is 1.25% and the maximum is 2.00%. The rate of interest on any term loans incurred in connection with the expansion option will be established at or about the time such loans are made and may differ from the rate of interest on revolving loans.

The credit agreement includes representations and warranties, reporting covenants, affirmative covenants, negative covenants, financial covenants and events of default customary for financings of this type. Upon the occurrence of an event of default the lenders may accelerate the loans. Upon the occurrence of certain insolvency and bankruptcy events of default the loans will automatically accelerate. As of December 31, 2022, the Company was in compliance with the financial covenants under the credit agreement.

The aggregate annual maturities for notes and contracts payable for the next five years and thereafter are summarized as follows:

Year	Annual maturities
	(in millions)
2023	$	256
2024		301
2025		1
2026		—
2027		—
Thereafter		1,100
	$	1,658

On February 1, 2023, the Company repaid its $250 million 4.30% senior unsecured notes, upon maturity, through available cash.

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Net Investment Income

12 Months Ended

Dec. 31, 2022

Net Investment Income [Abstract]

Net Investment Income

NOTE 13. Net Investment Income:

The components of net investment income are summarized as follows:

	Year ended December 31,
	2022			2021			2020
	(in millions)
Interest on:
Debt securities	$	206		$	133		$	126
Deposits and other investments		135			47			69
Dividends on equity securities		9			11			11
Deferred compensation plan assets		(25	)		19			13
Equity in earnings of affiliates, net		11			7			6
Other		7			1			—
Total investment income		343			218			225
Investment expenses		(3	)		(3	)		(4	)
Net investment income	$	340		$	215		$	221

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Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 14. Income Taxes:

For the years ended December 31, 2022, 2021 and 2020, domestic and foreign pretax income, before noncontrolling interests, were $268 million and $58 million, $1.5 billion and $93 million, and $850 million and $73 million, respectively.

Income taxes are summarized as follows:

	Year ended December 31,
	2022			2021		2020
	(in millions)
Current:
Federal	$	132		$	244	$	191
State		19			37		27
Foreign		18			20		12
		169			301		230
Deferred:
Federal		(80	)		65		(18	)
State		(25	)		24		1
Foreign		(3	)		3		10
		(108	)		92		(7	)
	$	61		$	393	$	223

The Company’s actual income tax expense differs from the expense computed by applying the federal income tax rate of 21% for the years ended December 31, 2022, 2021 and 2020. A reconciliation of these differences is as follows:

	Year ended December 31,
	2022					2021					2020
	(dollars in millions)
Taxes calculated at federal rate	$	68		21.0	%	$	345		21.0	%	$	194		21.0	%
State taxes, net of federal benefit		(5	)	(1.5	)		48		2.9			22		2.4
Change in liability for tax positions		(1	)	(0.3	)		—		—			—		—
Foreign income taxed at different rates		2		0.6			1		0.1			5		0.6
Unremitted foreign earnings		—		—			1		0.1			(2	)	(0.2	)
Other items, net		(3	)	(1.1	)		(2	)	(0.2	)		4		0.3
	$	61		18.7	%	$	393		23.9	%	$	223		24.1	%

The Company’s effective income tax rates (income tax expense as a percentage of income before income taxes) were 18.7%, 23.9%, and 24.1% for the years ended December 31, 2022, 2021, and 2020, respectively. The effective income tax rates differ from the federal statutory rate as a result of state and foreign income taxes for which the Company is liable, as well as permanent differences between amounts reported for financial statement purposes and amounts reported for income tax purposes, including the recognition of excess tax benefits or tax deficiencies associated with share-based payment transactions through income tax expense. The effective income tax rate for 2022 also reflects the impact on pretax earnings from losses and impairments on equity investments and benefits from the resolution of state tax matters from prior years. The effective tax rates for 2021 and 2020 also reflect benefits related to foreign tax law changes and, for 2020, also reflects the impairment of nondeductible goodwill relating to the wind-down of the Company’s property and casualty insurance business.

The primary components of temporary differences that give rise to the Company’s net deferred tax liability are as follows:

	December 31,
	2022			2021
	(in millions)
Deferred tax assets:
Deferred revenue	$	8		$	11
Employee benefits		97			102
Bad debt reserves		12			7
Pension		13			30
Net operating loss carryforward		29			10
Foreign tax credit		5			4
Operating lease liabilities		59			58
Payroll taxes		—			5
Securities		264			—
Other		10			6
		497			233
Valuation allowance		(7	)		(8	)
		490			225
Deferred tax liabilities:
Depreciable and amortizable assets		282			274
Claims and related salvage		82			89
Investments in affiliates		26			63
Securities		—			65
Operating lease assets		53			52
Unremitted foreign earnings		12			13
		455			556
Net deferred tax asset (liability)	$	35		$	(331	)

On August 16, 2022, the Inflation Reduction Act was signed into law. The Inflation Reduction Act includes various tax provisions, which are effective for tax years beginning on or after January 1, 2023. While the Company is still evaluating these tax law changes, it does not expect them to have a material impact on its consolidated financial statements.

The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was signed into law in 2020, allowed employers to defer payment of a portion of payroll taxes otherwise due on wages paid between the enactment date and December 31, 2020 and remit the deferred payroll taxes on December 31, 2021 and December 31, 2022. Under this provision of the CARES Act, the Company deferred $49 million in payroll taxes for 2020 and recorded the tax impact of $12 million as a deferred tax asset. As of December 31, 2022, the Company has remitted all of its deferred payroll taxes and has no remaining deferred tax asset.

The vesting of RSUs represents a tax benefit that has been reflected as a reduction to income taxes payable and income tax expense for the years ended December 31, 2022, 2021 and 2020. The benefits recorded were $2 million, $2 million and $4 million for the years ended December 31, 2022, 2021 and 2020, respectively.

At December 31, 2022, the Company had available a $4 million foreign tax credit carryover, net of a valuation allowance, and expects to utilize this credit within the carryover period.

At December 31, 2022, the Company had available net operating loss carryforwards for income tax purposes totaling $196 million, consisting of federal, state and foreign losses of $85 million, $86 million and $25 million, respectively. Of the aggregate net operating losses, $107 million has an indefinite expiration.

The Company evaluates the realizability of its deferred tax assets by assessing the valuation allowance and makes adjustments to the allowance as necessary. The factors used by the Company in assessing the likelihood of realization of its deferred tax assets include forecasts of future taxable income and available tax planning strategies that could be implemented. The Company’s ability to achieve forecasted taxable income in the applicable taxing jurisdictions could affect the ultimate realization of its deferred tax assets. At December 31, 2022 and 2021, the Company carried a valuation allowance of $7 million and $8 million, respectively, of which $6 million and $7 million, respectively, related to net operating losses and the remaining $1 million related to other deferred tax assets. The decrease in the overall valuation allowance during 2022 was primarily due to the reversal of the allowance previously provided against certain foreign net operating losses and other deferred tax assets. Based on future operating results in certain jurisdictions, it is possible that the current valuation allowance positions of those jurisdictions could be adjusted during the next 12 months.

As of December 31, 2022, 2021 and 2020, the liability for income taxes associated with uncertain tax positions was $3 million, $8 million and $7 million, respectively. The net decrease in the liability in 2022 from 2021 was primarily attributable to the resolution of state tax matters from prior years and the net increase in the liability in 2021 from 2020 was primarily attributable to positions taken on the Company’s tax returns for prior years. The liabilities could be reduced by $2 million, $3 million and $2 million as of December 31, 2022, 2021 and 2020, respectively, due to offsetting tax benefits associated with the correlative effects of potential adjustments, including timing adjustments and state income taxes. The net liability, if recognized, would favorably affect the Company’s effective income tax rate.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits for the years ended December 31, 2022, 2021 and 2020 is as follows:

	Year ended December 31,
	2022			2021		2020
	(in millions)
Unrecognized tax benefits—beginning balance	$	8		$	7	$	1
Gross increases (decreases)—prior period tax    positions		—			—		5
Gross increases—current period tax positions		1			1		1
Settlements with taxing authorities		(6	)		—		—
Unrecognized tax benefits—ending balance	$	3		$	8	$	7

The Company’s continuing practice is to recognize interest and penalties related to uncertain tax positions in income tax expense. Accrued interest and penalties, net of tax benefits, related to uncertain tax positions were not material as of December 31, 2022, 2021 and 2020.

The Company, or one of its subsidiaries, files income tax returns in the U.S. federal jurisdiction, various state jurisdictions and various non-U.S. jurisdictions. The primary non-federal jurisdictions are California, Canada, India and the United Kingdom. As of December 31, 2022, the Company is, generally, no longer subject to U.S. federal and state income tax examinations for years prior to 2019, and, for non-U.S. jurisdictions, income tax examinations for years prior to 2014.

It is reasonably possible that the amount of the unrecognized benefit with respect to certain of the Company’s unrecognized tax positions may increase or decrease within the next 12 months. Any such change may be the result of ongoing audits or the expiration of federal and state statutes of limitations for the assessment of taxes.

The Company records a liability for potential tax assessments based on its estimate of the potential exposure. New tax laws and new interpretations of laws and rulings by taxing authorities may affect the liability for potential tax assessments. Due to the subjectivity and complex nature of the underlying issues, actual payments or assessments may differ from estimates. To the extent that the Company’s estimates differ from actual payments or assessments, income tax expense is adjusted. The Company’s income tax returns in several jurisdictions are being examined by various taxing authorities. The Company believes that adequate amounts of tax and related interest from any adjustments that may result from these examinations have been provided for.

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Earnings Per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Earnings Per Share

NOTE 15. Earnings Per Share:

The computation of basic and diluted earnings per share is as follows:

	Year ended December 31,
	2022		2021		2020
	(in millions, except per share data)
Numerator
Net income attributable to the Company	$	263	$	1,241	$	696
Denominator
Basic weighted-average common shares		107.0		111.0		112.7
Effect of dilutive RSUs		0.3		0.4		0.3
Diluted weighted-average common shares		107.3		111.4		113.0
Net income per share attributable to the Company’s    stockholders (1)
Basic	$	2.46	$	11.18	$	6.18
Diluted	$	2.45	$	11.14	$	6.16

(1)Net income per share may not recalculate due to rounding.

For the years ended December 31, 2022 and 2020, 19 thousand and 203 thousand RSUs were excluded from the weighted-average diluted common shares outstanding due to their antidilutive effect. For the year ended December 31, 2021, RSUs excluded from diluted weighted-average common shares outstanding due to their antidilutive effect were not material.

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Employee Benefit Plans

12 Months Ended

Dec. 31, 2022

Retirement Benefits [Abstract]

Employee Benefit Plans

NOTE 16. Employee Benefit Plans:

The First American Financial Corporation 401(k) Savings Plan (the “Savings Plan”) allows for employee-elective contributions up to the maximum amount as determined by the Internal Revenue Code. The Company makes discretionary contributions to the Savings Plan based on profitability, as well as the contributions of participants. The Savings Plan held 1.6 million shares and 1.7 million shares of the Company’s common stock, representing 1.5% and 1.6% of the Company’s total common shares outstanding at December 31, 2022 and 2021, respectively. Effective July 1, 2015, additional investments in common stock of the Company are no longer allowed.

The Company maintains a deferred compensation plan for certain employees that allows participants to defer up to 100% of their salary, commissions and certain bonuses. Participants can allocate their deferrals among a variety of investment crediting options (known as “deemed investments”). The term deemed investments means that the participant has no ownership interest in the funds they select; the funds are only used to measure the gains or losses that will be attributed to each participant’s deferral account over time. Participants can elect to have their deferral balance paid out while they are still employed or after their employment ends. The deferred compensation plan is exempt from most provisions of the Employee Retirement Income Security Act because it is only available to a select group of management and highly compensated employees and is not a qualified employee benefit plan. To preserve the tax-deferred savings advantages of a nonqualified deferred compensation plan, federal law requires that it be unfunded or informally funded. Participant deferrals, and any earnings on those deferrals, are general unsecured obligations of the Company. The Company informally funds the deferred compensation plan through a tax-advantaged investment known as variable universal life insurance. Deferred compensation plan assets are held as an asset of the Company within a special trust, known as a “Rabbi Trust.” At December 31, 2022 and 2021, the value of the assets held in the Rabbi Trust of $110 million and $134 million, respectively, and the unfunded liabilities of $136 million and $153 million, respectively, were included in the consolidated balance sheets in other assets and pension costs and other retirement plans, respectively.

The Company also has nonqualified, unfunded supplemental benefit plans covering certain management personnel, which are comprised primarily of the Executive and Management Supplemental Benefit Plans and the smaller Pension Restoration Plan (collectively, the “unfunded supplemental benefit plans”). The Executive and Management Supplemental Benefit Plans, subject to certain limitations, provide participants with maximum annual benefits of 30% and 15%, respectively, of average annual compensation over a fixed five-year period. Effective January 1, 2011, the plans were closed to new participants.

Certain of the Company’s subsidiaries have separate savings and employee benefit plans. Expenses related to these plans and the Company’s deferred compensation plan are included below under other plans, net.

The principal components of employee benefit costs are summarized as follows:

	Year ended December 31,
	2022			2021		2020
	(in millions)
Expense:
Savings plan	$	37		$	74	$	32
Unfunded supplemental benefit plans		12			11		9
Other plans, net (1)		(14	)		24		19
	$	35		$	109	$	60

(1)For the year ended December 31, 2022, participant investments included in the deferred compensation plan realized losses in excess of expenses recorded by the Company.

The following table summarizes the benefit obligations and funded status associated with the Company’s unfunded supplemental benefit plans:

	December 31,
	2022			2021
	(in millions)
Change in projected benefit obligation:
Benefit obligation at beginning of year	$	262		$	283
Interest costs		6			5
Actuarial gains		(57	)		(11	)
Benefits paid		(15	)		(15	)
Projected benefit obligation at end of year		196			262
Change in plan assets:
Contributions		15			14
Benefits paid		(15	)		(14	)
Fair value of plan assets at end of year		—			—
Reconciliation of funded status:
Unfunded status of the plans	$	196		$	262
Amounts recognized in the consolidated balance sheet:
Accrued benefit liability	$	196		$	262
Amounts recognized in accumulated other         comprehensive income/loss:
Unrecognized net actuarial loss	$	48		$	111
	$	48		$	111
Accumulated benefit obligation at end of year	$	196		$	262

Net periodic benefit costs related to the Company’s unfunded supplemental benefit pension plans are summarized as follows:

	Year ended December 31,
	2022		2021			2020
	(in millions)
Expense:
Interest costs	$	6	$	5		$	7
Amortization of net actuarial loss		6		7			5
Amortization of prior service credit		—		(1	)		(3	)
	$	12	$	11		$	9

Net actuarial loss for the unfunded supplemental benefit plans expected to be amortized from accumulated other comprehensive income/loss into net periodic benefit cost during 2023 is $2 million.

The weighted-average discount rate assumptions used to determine net periodic benefit costs for the Executive and Management Supplemental Benefit Plans for the years ended December 31, 2022, 2021 and 2020, are as follows:

	Year ended December 31,
	2022			2021			2020
Discount rates:
Projected benefit obligation		2.89	%		2.49	%		3.27	%
Service cost		3.29	%		3.14	%		3.71	%
Interest cost		2.37	%		1.83	%		2.86	%

The weighted-average discount rate assumptions used to determine the projected benefit obligations for the Executive and Management Supplemental Benefit Plans at December 31, 2022 and 2021, are as follows:

	December 31,
	2022			2021
Discount rate		5.56	%		2.89	%

The discount rate assumptions used reflect the yield available on high-quality, fixed-income debt securities that match the expected timing of the benefit obligation payments.

The Company expects to make cash contributions of $16 million to its unfunded supplemental benefit plans during 2023.

Benefit payments, which reflect expected future service, as appropriate, are expected to be made as follows:

Year	(in millions)
2023	$	16
2024	$	17
2025	$	17
2026	$	17
2027	$	16
Five years thereafter	$	77

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Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 17. Fair Value Measurements:

Certain of the Company’s assets and liabilities are carried at fair value. Fair value is defined as 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.

The Company categorizes its assets and liabilities carried at fair value 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 Company (observable inputs) and the Company’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The hierarchy for inputs used in determining fair value maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. The hierarchy level assigned to the assets and liabilities is based on management’s assessment of the transparency and reliability of the inputs used to estimate the fair values at the measurement date. The three hierarchy levels are defined as follows:

Level 1—Valuations based on unadjusted quoted market prices in active markets for identical assets or liabilities.

Level 2—Valuations based on observable inputs (other than Level 1 prices), such as quoted prices for similar assets or liabilities 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.

If the inputs used to measure fair value fall into different levels of the fair value hierarchy, the hierarchy level assigned is based upon the lowest level of input that is significant to the fair value measurement.

Assets measured at fair value on a recurring basis

The valuation techniques and inputs used by the Company to estimate the fair value of assets measured on a recurring basis are summarized as follows:

Debt securities

The fair values of debt securities were based on the market values obtained from independent pricing services that were evaluated using pricing models that vary by asset class and incorporate available trade, bid and other market information and price quotes from well-established, independent broker-dealers. The independent pricing services monitor market indicators, industry and economic events, and for broker-quoted only securities, obtain quotes from market makers or broker-dealers that they recognize to be market participants. The pricing services utilize the market approach in determining the fair values of the debt securities held by the Company. The Company obtains an understanding of the valuation models and assumptions utilized by the services and has controls in place to determine that the values provided represent fair values. The Company’s validation procedures include comparing prices received from the pricing services to quotes received from other third-party sources for certain securities with market prices that are readily verifiable. If the price comparison results in differences over a predefined threshold, the Company will assess the reasonableness of the changes relative to prior periods given the prevailing market conditions and assess changes in the issuers’ credit worthiness, performance of any underlying collateral and prices of the instrument relative to similar issuances. To date, the Company has not made any material adjustments to the fair value measurements provided by the pricing services.

Typical inputs and assumptions to pricing models used to value the Company’s debt securities include, but are not limited to, benchmark yields, reported trades, broker-dealer quotes, credit spreads, credit ratings, bond insurance (if applicable), benchmark securities, bids, offers, reference data and industry and economic events. For mortgage-backed securities, inputs and assumptions may also include the structure of issuance, characteristics of the issuer, collateral attributes and prepayment speeds.

Marketable equity securities

The fair values of marketable equity securities, including preferred and common stocks, were based on quoted market prices for identical assets that are readily and regularly available in an active market.

The following tables present the fair values of the Company’s assets, measured on a recurring basis, as of December 31, 2022 and 2021:

(in millions)	Total		Level 1		Level 2		Level 3
December 31, 2022
Debt securities:
U.S. Treasury bonds	$	303	$	—	$	303	$	—
Municipal bonds		1,479		—		1,479		—
Foreign government bonds		194		—		194		—
Governmental agency bonds		229		—		229		—
Governmental agency mortgage-backed securities		4,601		—		4,601		—
U.S. corporate debt securities		921		—		921		—
Foreign corporate debt securities		443		—		443		—
		8,170		—		8,170		—
Marketable equity securities:
Common stocks		269		269		—		—
Preferred stocks		11		11		—		—
		280		280		—		—
Mortgage loans held for sale		16		—		14		2
Total	$	8,466	$	280	$	8,184	$	2

(in millions)	Total		Level 1		Level 2		Level 3
December 31, 2021
Debt securities:
U.S. Treasury bonds	$	123	$	—	$	123	$	—
Municipal bonds		1,649		—		1,649		—
Foreign government bonds		227		—		227		—
Governmental agency bonds		177		—		177		—
Governmental agency mortgage-backed securities		5,607		—		5,607		—
U.S. corporate debt securities		1,081		—		1,081		—
Foreign corporate debt securities		498		—		498		—
		9,362		—		9,362		—
Marketable equity securities:
Common stocks		640		640		—		—
Preferred stocks		17		17		—		—
		657		657		—		—
Mortgage loans held for sale		12		—		11		1
Total	$	10,031	$	657	$	9,373	$	1

There were no transfers between Levels 1, 2 and 3 during the years ended December 31, 2022 and 2021. Transfers into or out of the Level 3 category occur when unobservable inputs become either more, or less, significant to the fair value measurement. The Company’s policy is to recognize transfers between levels in the fair value hierarchy at the end of the reporting period.

Financial instruments not measured at fair value

In estimating the fair values of its financial instruments not measured at fair value, the Company used the following methods and assumptions:

Cash and cash equivalents

The carrying amount for cash and cash equivalents approximates fair value due to the short-term maturity of these investments.

Deposits with banks

The fair value of deposits with banks is estimated based on rates currently offered for deposits of similar remaining maturities, where applicable.

Notes receivable, net

The fair value of notes receivable, net is estimated based on current market rates offered for notes with similar maturities and credit quality.

Secured financings receivable

The carrying amount of secured financings receivable approximates fair value due to the short-term nature of these assets.

Secured financings payable

The carrying amount of secured financings payable approximates fair value due to the short-term nature of these liabilities.

Notes and contracts payable

The fair value of notes and contracts payable is estimated based on current rates offered for debt of similar remaining maturities.

The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments not measured at fair value as of December 31, 2022 and 2021:

	Carrying		Estimated fair value
(in millions)	Amount		Total		Level 1		Level 2		Level 3
December 31, 2022
Assets:
Cash and cash equivalents	$	1,224	$	1,224	$	1,224	$	—	$	—
Deposits with banks	$	63	$	62	$	8	$	54	$	—
Notes receivable, net	$	11	$	11	$	—	$	—	$	11
Secured financings receivable	$	423	$	423	$	—	$	423	$	—
Liabilities:
Secured financings payable	$	366	$	366	$	—	$	366	$	—
Notes and contracts payable	$	1,646	$	1,405	$	—	$	1,401	$	4

	Carrying		Estimated fair value
(in millions)	Amount		Total		Level 1		Level 2		Level 3
December 31, 2021
Assets:
Cash and cash equivalents	$	1,228	$	1,228	$	1,228	$	—	$	—
Deposits with banks	$	58	$	58	$	13	$	45	$	—
Notes receivable, net	$	32	$	32	$	—	$	—	$	32
Secured financings receivable	$	565	$	565	$	—	$	565	$	—
Liabilities:
Secured financings payable	$	529	$	529	$	—	$	529	$	—
Notes and contracts payable	$	1,648	$	1,724	$	—	$	1,720	$	4

Assets measured at fair value on a non-recurring basis

The Company measures the fair value of certain assets on a non-recurring basis when events or changes in circumstances indicate that the carrying amount may not be recoverable. These assets generally include goodwill, title plants and other indexes, other intangible assets, property and equipment and equity-method investments.

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Share-Based Compensation Plans

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation Plans

NOTE 18. Share-Based Compensation Plans:

The First American Financial Corporation 2020 Incentive Compensation Plan (the “Incentive Compensation Plan”), effective January 22, 2020, permits the granting of stock options, stock appreciation rights, restricted stock, RSUs, PRSUs, performance shares and other stock-based awards. Eligible participants, which include the Company’s directors and officers, as well as other employees, may elect to defer the distribution of their RSUs to a future date beyond the scheduled vesting date. At December 31, 2022, 1.6 million shares of common stock remain available to be issued by the Company, subject to certain annual limits based on the type of award granted. The Company settles its equity awards with authorized but unissued shares of its common stock. The Incentive Compensation Plan terminates 10 years from its effective date unless canceled earlier by the Company’s board of directors.

The First American Financial Corporation 2010 Employee Stock Purchase Plan (the “ESPP”) allows eligible employees the option to purchase common stock of the Company at 85% of the lower of the closing price on either the first or last day of each quarterly offering period. There were 0.6 million shares issued in connection with this plan for the year ended December 31, 2022 and 0.5 million for the years ended December 31, 2021 and 2020.

In March 2022, the Company’s board of directors amended the First American Financial Corporation 2010 Employee Stock Purchase Plan (the “Amended ESPP”), effective July 1, 2022. The Amended ESPP increases the maximum number of shares of Company common stock available for sale from 5 million to 14 million. In addition, the Amended ESPP extends the term of the plan from July 1, 2023 to July 1, 2032. At December 31, 2022, there were 9.0 million shares reserved for future issuances.

The following table summarizes the costs associated with the Company’s share-based compensation plans:

	Year ended December 31,
	2022		2021		2020
	(in millions)
Expense:
RSUs	$	58	$	48	$	47
PRSUs		3		—		—
Employee stock purchase plan		6		6		5
	$	67	$	54	$	52

The following table summarizes RSU and PRSU activity for the year ended December 31, 2022:

(in millions, except weighted-average grant-date fair value)	Shares			Weighted-average grant-date fair value
Unvested at December 31, 2021		0.9		$	58.11
Granted during 2022		1.0			67.65
Vested during 2022		(1.0	)		63.47
Unvested at December 31, 2022		0.9		$	63.01

As of December 31, 2022, there was $29 million of total unrecognized compensation cost related to unvested RSUs and PRSUs that is expected to be recognized over a weighted-average period of 2.0 years. The fair values of RSUs and PRSUs is generally based on the market value of the Company’s shares on the date of grant. The weighted-average grant-date fair values of RSUs and PRSUs for the year ended December 31, 2022 was $67.65 and, for the years ended December 31, 2021 and 2020, the weighted-average grant-date fair values of RSUs were $56.65 and $63.14 for the years ended December 31, 2022, 2021 and 2020, respectively. The total fair values of shares distributed for the years ended December 31, 2022, 2021 and 2020 were $57 million, $49 million and $56 million, respectively. At December 31, 2022, 1.2 million shares were vested but not distributed.

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Stockholders' Equity

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Stockholders' Equity

NOTE 19. Stockholders’ Equity:

In June 2022, the Company’s board of directors approved a new share repurchase plan and terminated its prior share repurchase plan. The Company’s new share repurchase plan authorizes the repurchase of up to $400 million of the Company's common stock, of which $287 million remained as of December 31, 2022. Purchases may be made from time to time by the Company in the open market at prevailing market prices or in privately negotiated transactions. During the year ended December 31, 2022, the Company repurchased and retired, under both the Company’s prior authorization and the current authorization, 7.5 million shares of its common stock for a total purchase price of $441 million and, as of December 31, 2022, had cumulatively repurchased and retired 10.4 million shares of its common stock for a total purchase price of $598 million.

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Accumulated Other Comprehensive Income (Loss) ("AOCI")

12 Months Ended

Dec. 31, 2022

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Accumulated Other Comprehensive Income (Loss) ("AOCI")

NOTE 20. Accumulated Other Comprehensive Income (Loss) (“AOCI”):

The following table presents a summary of the changes in each component of AOCI for the years ended December 31, 2022, 2021 and 2020:

	First American Financial Corporation
(in millions)	Unrealized gains (losses) on debt securities			Foreign currency translation adjustment			Pension benefit adjustment			Accumulated other comprehensive income (loss)
Balance at December 31, 2019	$	84		$	(52	)	$	(73	)	$	(41	)
Change in unrealized gains (losses) on debt securities		116			—			—			116
Change in unrealized gains (losses) on debt securities for    which credit-related portion was recognized in earnings		1			—			—			1
Change in foreign currency translation adjustment		—			14			—			14
Net actuarial loss		—			—			(31	)		(31	)
Amortization of net actuarial loss		—			—			5			5
Amortization of prior service credit		—			—			(3	)		(3	)
Tax effect		(29	)		—			8			(21	)
Balance at December 31, 2020		172			(38	)		(94	)		40
Change in unrealized gains (losses) on debt securities		(189	)		—			—			(189	)
Change in foreign currency translation adjustment		—			(2	)		—			(2	)
Net actuarial gain		—			—			11			11
Amortization of net actuarial loss		—			—			7			7
Amortization of prior service credit		—			—			(1	)		(1	)
Tax effect		46			1			(5	)		42
Balance at December 31, 2021		29			(39	)		(82	)		(92	)
Change in unrealized gains (losses) on debt securities		(1,045	)		—			—			(1,045	)
Change in foreign currency translation adjustment		—			(43	)		—			(43	)
Net actuarial gain		—			—			57			57
Amortization of net actuarial loss		—			—			6			6
Tax effect		264			1			(16	)		249
Balance at December 31, 2022	$	(752	)	$	(81	)	$	(35	)	$	(868	)

The following table presents the other comprehensive income (loss) reclassification adjustments for the years ended December 31, 2022, 2021 and 2020:

	Unrealized gains (losses) on debt securities			Foreign currency translation adjustment			Pension benefit adjustment			Total other comprehensive income (loss)
	(in millions)
Year ended December 31, 2022
Pretax change before reclassifications	$	(1,182	)	$	(43	)	$	57		$	(1,168	)
Reclassifications out of AOCI		137			—			6			143
Tax effect		264			1			(16	)		249
Total other comprehensive income (loss), net of tax	$	(781	)	$	(42	)	$	47		$	(776	)
Year ended December 31, 2021
Pretax change before reclassifications	$	(169	)	$	(2	)	$	11		$	(160	)
Reclassifications out of AOCI		(20	)		—			6			(14	)
Tax effect		46			1			(5	)		42
Total other comprehensive income (loss), net of tax	$	(143	)	$	(1	)	$	12		$	(132	)
Year ended December 31, 2020
Pretax change before reclassifications	$	125		$	14		$	(31	)	$	108
Reclassifications out of AOCI		(8	)		—			2			(6	)
Tax effect		(29	)		—			8			(21	)
Total other comprehensive income (loss), net of tax	$	88		$	14		$	(21	)	$	81

The following table presents the effects of the reclassifications out of AOCI on the respective line items in the consolidated statements of income:

	Year ended December 31,
(in millions)	2022			2021			2020			Affected line items
Unrealized gains (losses) on debt securities:
Net realized (losses) gains on sales of debt      securities	$	(137	)	$	20		$	15		Net investment (losses) gains
Credit losses recognized on debt securities		—			—			(7	)	Net investment (losses) gains
Pretax total	$	(137	)	$	20		$	8
Tax effect	$	35		$	(5	)	$	(2	)
Pension benefit adjustment (1):
Amortization of net actuarial loss	$	(6	)	$	(7	)	$	(5	)	Other operating expenses
Amortization of prior service credit		—			1			3		Other operating expenses
Pretax total	$	(6	)	$	(6	)	$	(2	)
Tax effect	$	2		$	2		$	1

(1)Amounts are components of net periodic cost. See Note 16 Employee Benefit Plans for additional details.

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Litigation and Regulatory Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Litigation and Regulatory Contingencies

NOTE 21. Litigation and Regulatory Contingencies:

The Company and its subsidiaries are parties to a number of lawsuits and are also involved in numerous ongoing routine legal and regulatory proceedings related to their operations. These lawsuits and proceedings frequently are similar in nature to other lawsuits and proceedings pending against the Company’s competitors. When the Company has determined that a loss is both probable and reasonably estimable, a liability representing the best estimate of the Company’s financial exposure based on known facts has been recorded. Actual losses may materially differ from the amounts recorded.

With respect to the Company’s outstanding ordinary course lawsuits and proceedings, the Company has determined either that a loss is not reasonably possible or that the estimated loss or range of loss, if any, will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows. The Company’s ordinary course lawsuits include putative or purported class action lawsuits, which challenge practices in the Company’s title insurance and services and home warranty businesses.

The Company’s title insurance, property and casualty insurance, home warranty, mortgage servicing and subservicing, banking, thrift, trust and wealth management businesses are regulated by various federal, state and local governmental agencies. Many of the Company’s other businesses operate within statutory guidelines. Consequently, the Company may from time to time be subject to examination or investigation by such governmental agencies. Currently, governmental agencies are examining or investigating certain of the Company’s operations. Exams and investigations by governmental agencies include an investigation initiated in connection with the information security incident that occurred during the second quarter of 2019 by the New York Department of Financial Services. The New York Department of Financial Services has alleged violations of its cyber security requirements for financial services companies and filed a statement of charges on July 22, 2020, as amended on March 10, 2021, and the previously scheduled administrative hearing has been postponed and not rescheduled. While the ultimate disposition of the New York Department of Financial Services matter is not yet determinable, the Company does not believe that it or any of the other pending examinations or investigations will have a material adverse effect on the Company’s financial condition, results of operations or cash flows. Some of these exams or investigations could, however, result in changes to the Company’s business practices which could ultimately have a material adverse impact on the Company’s financial condition, results of operations or cash flows.

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Business Combinations

12 Months Ended

Dec. 31, 2022

Business Combinations [Abstract]

Business Combinations

NOTE 22. Business Combinations:

During the year ended December 31, 2022, the Company completed acquisitions for an aggregate purchase price of $311 million in cash. These acquisitions have been included in the Company’s title insurance and services segment.

In May 2022, the Company acquired a California-based provider of title insurance, underwriting and escrow services for residential and commercial real estate transactions for a purchase price of $300 million in cash. In connection with the purchase, the Company recorded fair value estimates for goodwill, other intangible assets and title plants of $203 million, $34 million and $29 million, respectively. The Company recognized revenues of $110 million and pre-tax income of $12 million since the acquisition date, related to the acquiree, during the year ended December 31, 2022.

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Segment Financial Information

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Segment Financial Information

NOTE 23. Segment Financial Information:

Selected financial information about the Company’s operations, by segment, for the years ended December 31, 2022, 2021 and 2020, is as follows:

	Revenues			Depreciation and amortization		Income (loss) before income taxes			Assets		Capital expenditures
	(in millions)
2022
Title Insurance and Services	$	7,547		$	162	$	758		$	13,911	$	271
Specialty Insurance		437			5		27			461		4
Corporate and Eliminations		(379	)		—		(459	)		583		—
	$	7,605		$	167	$	326		$	14,955	$	275
2021
Title Insurance and Services	$	8,320		$	152	$	1,358		$	15,058	$	168
Specialty Insurance		541			6		36			557		4
Corporate and Eliminations		360			—		248			836		—
	$	9,221		$	158	$	1,642		$	16,451	$	172
2020
Title Insurance and Services	$	6,535		$	141	$	1,026		$	11,922	$	117
Specialty Insurance		532			8		(25	)		645		4
Corporate and Eliminations		19			—		(78	)		229		—
	$	7,086		$	149	$	923		$	12,796	$	121

	Direct premiums and escrow fees		Agent premiums		Information and other			Net investment income			Net investment gains (losses)			Total Revenues
	(in millions)
2022
Title Insurance and Services	$	2,663	$	3,548	$	1,127		$	359		$	(150	)	$	7,547
Specialty Insurance		422		—		22			6			(13	)		437
Corporate and Eliminations		—		—		(1	)		(25	)		(353	)		(379	)
	$	3,085	$	3,548	$	1,148		$	340		$	(516	)	$	7,605
2021
Title Insurance and Services	$	3,100	$	3,757	$	1,203		$	188		$	72		$	8,320
Specialty Insurance		498		—		13			7			23			541
Corporate and Eliminations		—		—		(1	)		20			341			360
	$	3,598	$	3,757	$	1,215		$	215		$	436		$	9,221
2020
Title Insurance and Services	$	2,490	$	2,759	$	1,001		$	199		$	86		$	6,535
Specialty Insurance		498		—		13			9			12			532
Corporate and Eliminations		—		—		(1	)		13			7			19
	$	2,988	$	2,759	$	1,013		$	221		$	105		$	7,086

The Company’s title insurance and services segment offers title insurance, closing services and similar or related products and services both domestically and internationally. The operations of the Company’s specialty insurance and corporate segments are entirely domestic.

Domestic and foreign revenues from external customers for the title insurance and services segment are as follows:

	Year Ended December 31,
	2022				2021				2020
	Domestic		Foreign		Domestic		Foreign		Domestic		Foreign
	(in millions)
Revenues	$	7,131	$	416	$	7,872	$	448	$	6,193	$	342

Domestic and foreign long-lived assets for the title insurance and services segment are as follows:

	December 31,
	2022				2021				2020
	Domestic		Foreign		Domestic		Foreign		Domestic		Foreign
	(in millions)
Long-lived assets	$	1,001	$	51	$	945	$	51	$	957	$	60

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Summary Of Investments-Other Than Investments In Related Parties

12 Months Ended

Dec. 31, 2022

SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Abstract]

Summary of Investments-Other Than Investments in Related Parties

FIRST AMERICAN FINANCIAL CORPORATION

AND SUBSIDIARY COMPANIES

SUMMARY OF INVESTMENTS—OTHER THAN INVESTMENTS IN RELATED PARTIES

(in millions)

December 31, 2022

Column A	Column B		Column C			Column D
Type of investment	Cost		Market value			Amount at which shown in the balance sheet
Deposits with banks:
Consolidated	$	63	$	62		$	63
Debt securities:
U.S. Treasury bonds
Consolidated	$	309	$	303		$	303
Municipal bonds
Consolidated	$	1,671	$	1,479		$	1,479
Foreign government bonds
Consolidated	$	208	$	194		$	194
Governmental agency bonds
Consolidated	$	248	$	229		$	229
Governmental agency mortgage-backed securities
Consolidated	$	5,253	$	4,601		$	4,601
U.S. corporate debt securities
Consolidated	$	1,004	$	921		$	921
Foreign corporate debt securities
Consolidated	$	477	$	443		$	443
Total debt securities:
Consolidated	$	9,170	$	8,170		$	8,170
Equity securities:
Consolidated	$	724	$	754	(1)	$	754
Notes receivable, net:
Consolidated	$	11	$	11		$	11
Total investments:
Consolidated	$	9,968	$	8,997		$	8,998

(1)Included in equity securities are non-marketable equity securities and equity method investments. Estimates of fair value for these investments could not be made without incurring excessive costs.

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Condensed Financial Statements (Parent Company)

12 Months Ended

Dec. 31, 2022

Condensed Financial Information Disclosure [Abstract]

Condensed Financial Information of Parent Company Only Disclosure

SCHEDULE II

1 OF 5

FIRST AMERICAN FINANCIAL CORPORATION

(Parent Company)

CONDENSED BALANCE SHEETS

(in millions, except par values)

	December 31,
	2022			2021
Assets
Cash and cash equivalents	$	597		$	925
Due from subsidiaries, net		10			79
Income taxes receivable		22			11
Investment in subsidiaries		5,908			6,862
Equity securities		15			206
Deferred income taxes		54			14
Other assets		118			137
	$	6,724		$	8,234
Liabilities and Equity
Accounts payable and other accrued liabilities	$	36		$	30
Pension costs and other retirement plans		333			416
Income taxes payable		10			24
Deferred income taxes		19			345
Notes and contracts payable		1,638			1,636
		2,036			2,451
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.00001 par value; Authorized—0.5 shares;    Outstanding—none		—			—
Common stock, $0.00001 par value; Authorized—300.0 shares;
Outstanding—103.2 shares and 109.7 shares		—			—
Additional paid-in capital		1,812			2,179
Retained earnings		3,721			3,680
Accumulated other comprehensive loss		(868	)		(92	)
Total stockholders’ equity		4,665			5,767
Noncontrolling interests		23			16
Total equity		4,688			5,783
	$	6,724		$	8,234

See Notes to Condensed Financial Statements

SCHEDULE II

2 OF 5

FIRST AMERICAN FINANCIAL CORPORATION

(Parent Company)

CONDENSED STATEMENTS OF INCOME

(in millions)

	Year Ended December 31,
	2022			2021		2020
Revenues:
Dividends from subsidiaries	$	733		$	622	$	604
Other (losses) income		(23	)		19		14
Net investment (losses) gains		(192	)		121		7
		518			762		625
Expenses:
Other expenses		55			84		69
Income before income taxes and equity in undistributed earnings of    subsidiaries		463			678		556
Income taxes		86			162		134
Equity in undistributed (losses) earnings of subsidiaries		(112	)		733		278
Net income		265			1,249		700
Less: Net income attributable to noncontrolling interests		2			8		4
Net income attributable to the Company	$	263		$	1,241	$	696

See Notes to Condensed Financial Statements

SCHEDULE II

3 OF 5

FIRST AMERICAN FINANCIAL CORPORATION

(Parent Company)

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

	Year Ended December 31,
	2022			2021			2020
Net income	$	265		$	1,249		$	700
Other comprehensive income (loss), net of tax:
Unrealized (losses) gains on securities		(781	)		(143	)		88
Foreign currency translation adjustment		(42	)		(1	)		14
Pension benefit adjustment		47			12			(21	)
Total other comprehensive (loss) income, net of tax		(776	)		(132	)		81
Comprehensive (loss) income		(511	)		1,117			781
Less: Comprehensive income attributable to noncontrolling interests		2			8			4
Comprehensive (loss) income attributable to the Company	$	(513	)	$	1,109		$	777

See Notes to Condensed Financial Statements

SCHEDULE II

4 OF 5

FIRST AMERICAN FINANCIAL CORPORATION

(Parent Company)

CONDENSED STATEMENTS OF CASH FLOWS

(in millions)

	Year Ended December 31,
	2022			2021			2020
Cash flows from operating activities:
Cash provided by operating activities	$	779		$	641		$	600
Cash flows from investing activities:
Net cash effect of acquisitions		(296	)		—			—
Net payments to subsidiaries		(155	)		(259	)		(668	)
Purchases of equity securities		—			—			(19	)
Proceeds from sales of property and equipment		—			—			7
Cash used for investing activities		(451	)		(259	)		(680	)
Cash flows from financing activities:
Net proceeds from issuance of unsecured senior notes		—			642			444
Borrowings under unsecured credit facility		—			—			120
Repayments of borrowings under unsecured credit facility		—			—			(280	)
Net proceeds (payments) in connection with share-based    compensation		2			6			(1	)
Repurchases of Company shares		(441	)		(99	)		(139	)
Payments of cash dividends		(217	)		(213	)		(199	)
Cash (used for) provided by financing activities		(656	)		336			(55	)
Net (decrease) increase in cash and cash equivalents		(328	)		718			(135	)
Cash and cash equivalents—Beginning of period		925			207			342
Cash and cash equivalents—End of period	$	597		$	925		$	207

See Notes to Condensed Financial Statements

SCHEDULE II

5 OF 5

FIRST AMERICAN FINANCIAL CORPORATION

(Parent Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE 1. Description of the Company:

First American Financial Corporation is a holding company that conducts all of its operations through its subsidiaries. The Parent Company financial statements should be read in connection with the consolidated financial statements and notes thereto included elsewhere in this Form 10-K.

NOTE 2. Dividends Received:

The holding company received cash dividends from subsidiaries of $731 million, $624 million and $574 million for the years ended December 31, 2022, 2021 and 2020, respectively.

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Supplementary Insurance Information

12 Months Ended

Dec. 31, 2022

SEC Schedule, 12-16, Insurance Companies, Supplementary Insurance Information [Abstract]

Supplementary Insurance Information

FIRST AMERICAN FINANCIAL CORPORATION

AND SUBSIDIARY COMPANIES

SUPPLEMENTARY INSURANCE INFORMATION

(in millions)

BALANCE SHEET CAPTIONS

Column A	Column B		Column C		Column D
Segment	Deferred policy acquisition costs		Claims reserves		Deferred revenues
2022
Title Insurance and Services	$	—	$	1,269	$	7
Specialty Insurance		20		56		190
Total	$	20	$	1,325	$	197
2021
Title Insurance and Services	$	—	$	1,210	$	6
Specialty Insurance		24		74		218
Total	$	24	$	1,284	$	224

FIRST AMERICAN FINANCIAL CORPORATION

AND SUBSIDIARY COMPANIES

SUPPLEMENTARY INSURANCE INFORMATION

(in millions)

INCOME STATEMENT CAPTIONS

Column A	Column F		Column G			Column H		Column I			Column J		Column K
Segment	Premiums and escrow fees		Net investment income (1)			Loss provision		Amortization of deferred policy acquisition costs (credits)			Other operating expenses		Premiums written
2022
Title Insurance and Services	$	6,211	$	209		$	248	$	—		$	1,155	$	—
Specialty Insurance		422		(7	)		238		4			82		394
Corporate and Eliminations		—		(378	)		—		—			35		—
Total	$	6,633	$	(176	)	$	486	$	4		$	1,272	$	394
2021
Title Insurance and Services	$	6,857	$	260		$	275	$	—		$	1,198	$	—
Specialty Insurance		498		30			314		11			89		450
Corporate and Eliminations		—		361			—		—			36		—
Total	$	7,355	$	651		$	589	$	11		$	1,323	$	450
2020
Title Insurance and Services	$	5,249	$	285		$	263	$	—		$	1,000	$	—
Specialty Insurance		498		21			317		(2	)		83		520
Corporate and Eliminations		—		20			—		—			36		—
Total	$	5,747	$	326		$	580	$	(2	)	$	1,119	$	520

(1) Includes net investment income and net investment gains (losses).

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Reinsurance

12 Months Ended

Dec. 31, 2022

SEC Schedule, 12-17, Insurance Companies, Reinsurance [Abstract]

Reinsurance

FIRST AMERICAN FINANCIAL CORPORATION

AND SUBSIDIARY COMPANIES

REINSURANCE

(dollars in millions)

Segment	Premiums and escrow fees before reinsurance		Ceded to other companies		Assumed from other companies		Premiums and escrow fees		Percentage of amount assumed to premiums and escrow fees
Title Insurance and Services
2022	$	6,229	$	19	$	1	$	6,211		0.0	%
2021	$	6,879	$	22	$	—	$	6,857		0.0	%
2020	$	5,265	$	16	$	—	$	5,249		0.0	%
Specialty Insurance
2022	$	423	$	1	$	—	$	422		0.0	%
2021	$	504	$	6	$	—	$	498		0.0	%
2020	$	508	$	10	$	—	$	498		0.0	%

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Valuation And Qualifying Accounts

12 Months Ended

Dec. 31, 2022

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Valuation and Qualifying Accounts

SCHEDULE V

1 OF 3

FIRST AMERICAN FINANCIAL CORPORATION

AND SUBSIDIARY COMPANIES

VALUATION AND QUALIFYING ACCOUNTS

(in millions)

Year Ended December 31, 2022

Column A	Column B		Column C					Column D			Column E
			Additions
Description	Balance at beginning of period		Charged to costs and expenses		Charged to other accounts			Deductions from reserve			Balance at end of period
Reserve deducted from accounts receivable:
Consolidated	$	14	$	11	$	—		$	4	(1)	$	21
Reserve for known and incurred but not reported    claims:
Consolidated	$	1,284	$	486	$	(11	)	$	434	(2)	$	1,325
Reserve deducted from notes receivable:
Consolidated	$	—	$	28	$	—		$	21		$	7
Reserve deducted from deferred income taxes:
Consolidated	$	8	$	—	$	—		$	1		$	7

(1)Amount represents accounts written off, net of recoveries.

(2)Amount represents claim payments, net of recoveries.

SCHEDULE V

2 OF 3

FIRST AMERICAN FINANCIAL CORPORATION

AND SUBSIDIARY COMPANIES

VALUATION AND QUALIFYING ACCOUNTS

(in millions)

Year Ended December 31, 2021

Column A	Column B		Column C					Column D			Column E
			Additions
Description	Balance at beginning of period		Charged to costs and expenses		Charged to other accounts			Deductions from reserve			Balance at end of period
Reserve deducted from accounts receivable:
Consolidated	$	14	$	4	$	—		$	4	(1)	$	14
Reserve for known and incurred but not reported    claims:
Consolidated	$	1,178	$	589	$	(1	)	$	482	(2)	$	1,284
Reserve deducted from deferred income taxes:
Consolidated	$	9	$	—	$	—		$	1		$	8

(1)Amount represents accounts written off, net of recoveries.

(2)Amount represents claim payments, net of recoveries.

SCHEDULE V

3 OF 3

FIRST AMERICAN FINANCIAL CORPORATION

AND SUBSIDIARY COMPANIES

VALUATION AND QUALIFYING ACCOUNTS

(in millions)

Year Ended December 31, 2020

Column A	Column B		Column C				Column D			Column E
			Additions
Description	Balance at beginning of period		Charged to costs and expenses		Charged to other accounts		Deductions from reserve			Balance at end of period
Reserve deducted from accounts receivable:
Consolidated	$	13	$	7	$	—	$	6	(1)	$	14
Reserve for known and incurred but not reported    claims:
Consolidated	$	1,063	$	580	$	6	$	471	(2)	$	1,178
Reserve deducted from deferred income taxes:
Consolidated	$	10	$	—	$	—	$	1		$	9

(1)Amount represents accounts written off, net of recoveries.

(2)Amount represents claim payments, net of recoveries.

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Basis of Presentation and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

First American Financial Corporation (the “Company”), through its subsidiaries, is engaged in the business of providing financial services. The Company consists of the following reportable segments:

•The Company’s title insurance and services segment issues title insurance policies on residential and commercial property in the United States and offers similar or related products and services internationally. This segment also provides closing and/or escrow services; accommodates tax-deferred exchanges of real estate; provides products, services and solutions designed to mitigate risk or otherwise facilitate real estate transactions; maintains, manages and provides access to title plant data and records; provides appraisals and other valuation-related products and services; provides lien release, document custodial and default-related products and services; provides warehouse lending services; subservices mortgage loans; and provides banking, trust and wealth management services. The Company, through its principal title insurance subsidiary and such subsidiary’s affiliates, transacts its title insurance business through a network of direct operations and agents. Through this network, the Company issues policies in the 49 states that permit the issuance of title insurance policies, the District of Columbia and certain United States territories. The Company also offers title insurance, closing services and similar or related products and services, either directly or through third parties in other countries, including Canada, the United Kingdom, Australia, New Zealand, South Korea and various other established and emerging markets.

•The Company’s specialty insurance segment sells home warranty products including residential service contracts that cover residential systems, such as heating and air conditioning systems, and certain appliances against failures that occur as the result of normal usage during the coverage period. This business currently operates in 35 states and the District of Columbia.

The Company's property and casualty business was in the final stages of its wind-down in 2022.

•The Company’s corporate segment includes its investments in venture-stage companies, certain financing facilities and corporate services that support the Company’s business operations.

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) and reflect the consolidated operations of the Company. The consolidated financial statements include the accounts of First American Financial Corporation and all controlled subsidiaries. All significant intercompany transactions and balances have been eliminated. Equity investments in which the Company exercises significant influence, but does not control and is not the primary beneficiary, are accounted for using the equity method of accounting. Equity investments in which the Company does not exercise significant influence over the investee and without readily determinable fair values, or non-marketable equity securities, are accounted for at cost, less impairment, and are adjusted up or down for any observable price changes.

Use of Estimates

Use of estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the statements. Actual results could differ from the estimates and assumptions used.

Cash Equivalents

Cash equivalents

The Company considers cash equivalents to include all unrestricted short-term investments that have an initial maturity of 90 days or less.

Accounts and Accrued Income Receivable

Accounts and accrued income receivable

Accounts receivable are generally due within thirty days and are recorded net of an allowance for credit losses. The Company considers accounts outstanding longer than the contractual payment terms as past due. The Company determines the allowance by considering a number of factors, including the length of time trade accounts receivable are past due, previous loss history, a specific customer’s ability to pay its obligations to the Company and the current condition, and future expectations, of the general economy and industry as a whole. Amounts are written off in the period in which they are deemed to be uncollectible.

The Company’s policy is to present accrued interest receivable on financial assets measured at amortized cost within accounts and accrued income receivable on the balance sheet. Accrued interest receivable at December 31, 2022 and 2021 totaled $17 million and $2 million, respectively. The Company has elected to not measure an allowance for credit losses for accrued interest receivable and maintains a policy that all receivables ninety days past due are written off to credit loss expense. Accounts are placed on non-accrual status, and accrual of interest is discontinued, when management determines that collectibility of contractual amounts is not reasonably assured. Payments of interest for accounts in non-accrual status are applied under the cost recovery method.

Investments

Deposits with banks

Deposits with banks are short-term investments with initial maturities of generally more than 90 days.

Debt and Equity Securities

Debt securities

Debt securities are carried at fair value and consist primarily of investments in obligations of the United States Treasury, foreign governments, various U.S. and foreign corporations, certain state and political subdivisions and mortgage-backed securities. The Company classifies its debt securities as available-for-sale with unrealized gains or losses recorded as a component of accumulated other comprehensive income/loss.

Interest income, as well as the related amortization of premium and accretion of discount, on debt securities are recognized under the effective yield method and are included in the accompanying consolidated statements of income in net investment income. Realized gains and losses on sales of debt securities are determined on a first-in, first-out basis.

When the fair value of an available-for-sale debt security falls below its amortized cost, entities must determine whether the decline in fair value is due to credit-related factors or noncredit-related factors. Declines in fair value that are credit-related are recorded on the balance sheet through an allowance for credit losses with a corresponding adjustment to earnings and declines that are noncredit-related are recognized through other comprehensive income/loss.

If the Company intends to sell a debt security in an unrealized loss position or determines that it is more likely than not that the Company will be required to sell a debt security before it recovers its amortized cost basis, the debt security is impaired and it is written down to fair value with all losses recognized in earnings. As of December 31, 2022, the Company did not intend to sell any debt securities in an unrealized loss position and it is not more likely than not that the Company will be required to sell any debt securities before recovery of their amortized cost basis.

For debt securities in an unrealized loss position for which the Company does not intend to sell the debt security and it is not more likely than not that the Company will be required to sell the debt security, the Company determines whether the loss is due to credit-related factors or noncredit-related factors. For debt securities in an unrealized loss position for which the losses are primarily due to credit-related factors, the Company’s policy is to recognize the entire loss in earnings. For debt securities in an unrealized loss position for which the losses are determined to be the result of both credit-related and noncredit-related factors, the credit loss is determined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis of the debt security. The cash flows expected to be collected are discounted using the effective interest rate (i.e., purchase yield) and for variable rate securities the interest rate is fixed at the rate in effect at the credit loss measurement date.

Expected future cash flows for debt securities are based on qualitative and quantitative factors specific to each security, including the probability of default and the estimated timing and amount of recovery. The detailed inputs used to project expected future cash flows may be different depending on the nature of the individual debt security.

The Company’s policy is to present accrued interest receivable on debt securities within accounts and accrued income receivable on the balance sheet. Accrued interest receivable on debt securities at December 31, 2022 and 2021 totaled $38 million and $34 million, respectively. The Company has elected to not measure an allowance for accrued interest receivable on debt securities and maintains a policy that all receivables ninety days past due are written off to credit loss expense. Debt securities are placed on non-accrual status, and accrual of interest is discontinued, when management determines that collectibility of contractual amounts is not reasonably assured. Interest income is recognized on a cash basis for interest payments received on debt securities in non-accrual status.

The Company maintains investments in debt securities in accordance with certain statutory requirements for the funding of statutory premium reserves and state deposits. At December 31, 2022 and 2021, the fair values of such investments totaled $86 million and $91 million, respectively. See Note 2 Statutory Restrictions on Investments and Stockholders’ Equity for additional discussion of the Company’s statutory restrictions.

Equity securities

Marketable equity securities are carried at fair value and consist primarily of investments in exchange traded funds, mutual funds and preferred stocks of corporate entities. Changes in the fair values of the Company’s equity securities are recognized in net investment gains/losses on the consolidated statements of income.

Equity investments in which the Company exercises significant influence but does not control, and is not the primary beneficiary, are accounted for under the equity method of accounting. These investments are initially measured at cost and are generally adjusted by the Company’s share of equity in the income or losses of the investee. The carrying values of these investments are written down, or impaired, to fair value when a decline in value is considered to be other-than-temporary. In making the determination as to whether an individual investment is impaired, the Company assesses the current and expected financial condition of each relevant entity, including, but not limited to, the anticipated ability of the entity to make its contractually required payments to the Company (with respect to debt obligations to the Company), the results of valuation work performed with respect to the entity, the entity’s anticipated ability to generate sufficient cash flows and the market conditions in the industry in which the entity is operating.

The Company has elected to measure its non-marketable equity securities in which it does not exercise significant influence over the investee and without readily determinable fair values at cost, less impairment, adjusted up or down for any observable price changes from orderly transactions for the identical or a similar investment of the same issuer. The carrying values of these investments are written down, or impaired, to fair value when a qualitative assessment indicates that the fair value is less than the carrying value. In making the determination as to whether an individual investment is impaired, the Company assesses such qualitative factors as the current and expected financial condition of each relevant entity, the market conditions in the industry in which the entity operates and the entity’s anticipated ability to generate sufficient cash flows.

Notes Receivable

Notes Receivable

Notes receivable are carried at cost, less allowance for credit losses. An allowance for credit losses is established on an individual note based on the Company’s estimate of the net amount expected to be collected. The allowance for credit losses is based upon the Company’s assessment of the borrower’s overall financial condition, resources and payment record; and, if appropriate, the realizable value of any collateral. These estimates consider all available evidence including the expected future cash flows, estimated fair value of collateral on secured notes, general economic conditions and trends, and other relevant factors, as appropriate. Notes are placed on non-accrual status when management determines that the collectibility of contractual amounts is not reasonably assured. For the year ended December 31, 2022, the Company recorded $28 million in credit losses on notes receivable related to its venture investment portfolio. Notes receivable are included in other assets on the consolidated balance sheets.

Secured financings receivable and payable

Secured financings receivable and payable

The Company’s secured financings receivable are collateralized by mortgage loans on residential real estate. Collections of the receivable balance occur upon sale of the underlying mortgage loan to investors in the secondary market, generally within 30 days and more typically in less than 10 days. No allowance for credit losses has been recorded due to, among other factors, the Company typically identifying investors in the underlying mortgage loans prior to making advances, the short-term nature of these receivables, the majority of the underlying mortgage loans are Qualified Mortgages (QM) and due to the receivable having no history of significant prior credit losses. Interest income is recorded on an accrual basis during the period the principal balance remains outstanding.

Secured financings payable reflect borrowings under secured warehouse lending facilities with several banking institutions. Repayment of the warehouse borrowing occurs upon sale of the mortgage loan to investors as noted above. Interest expense is recorded during the period the borrowing remains outstanding.

Property and Equipment

Property and equipment

Buildings and furniture and equipment are initially recorded at cost and are generally depreciated using the straight-line method over estimated useful lives ranging from 3 to 40 years and from 3 to 15 years, respectively. Leasehold improvements are initially recorded at cost and are amortized over the lesser of the remaining term of the respective lease or the estimated useful life, using the straight-line method. Computer software developed for internal use and for use with the Company’s products is amortized over estimated useful lives ranging from 1 to 15 years using the straight-line method. Software development and implementation costs, which include certain payroll-related costs of employees directly associated with developing or implementing software and payments to third parties directly associated with developing or implementing software are capitalized during the application development or implementation stage until the software is ready for its intended use.

Management uses estimated future cash flows (undiscounted and excluding interest) to measure the recoverability of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be fully recoverable. If the undiscounted cash flow analysis indicates that the carrying amount is not recoverable, an impairment loss is recorded for the excess of the carrying amount over its fair value.

Impairment losses on property and equipment for the years ended December 31, 2022 and 2021 were $1 million and $5 million, respectively. In connection with the Company’s decision in 2020 to exit its property and casualty insurance business, it recognized impairment losses on its capitalized software of $18 million for the year ended December 31, 2020.

Leases

Leases

The Company is, generally, a lessee in leases of commercial real estate, including office buildings and office space, and also certain equipment. Most of the Company’s leases of commercial real estate include one or more options to renew, with renewal terms that can extend the lease term from one to five years, and some leases include options to terminate the lease within the first year.

In connection with its lease commitments, the Company recognizes a lease liability equal to the present value of future lease payments discounted using its incremental borrowing rate and recognizes a lease asset equal to the lease liability, adjusted for any prepaid or accrued lease payments, lease incentives and initial direct costs.

As most of the Company’s leases do not provide an implicit discount rate, the Company applies its incremental borrowing rate, which is based on the information available as of the commencement date, in determining the present value of its lease payments.

The Company does not separately account for nonlease components (e.g., common-area maintenance costs) from the associated lease components (e.g., fixed payments including rent, real estate taxes and insurance costs) on leases of commercial real estate and instead accounts for both components as a single lease component for purposes of recognizing lease assets and liabilities. Variable lease costs, which include any variable lease and nonlease components and rents that vary based on changes to an index or rate, are expensed as incurred.

The Company excludes any leases with an initial term of 12 months or less from recognition on the balance sheet and for which lease expense is recognized on a straight-line basis over the lease term.

Management recognizes an impairment loss when the carrying amount of a lease asset is not recoverable and exceeds its fair value. The carrying amount is considered not recoverable if it exceeds the sum of the undiscounted future cash flows that are directly associated with, and that are expected to arise as a result of, the use and eventual disposition of the lease asset. An impairment loss is measured as the amount by which the carrying amount of a lease asset exceeds its fair value. Impairment losses related to the Company’s commercial real estate may occur if the Company ceased use of all, or a portion, of a leased property while a contractual obligation remains. Impairment losses related to commercial real estate leases were $2.6 million and $1.0 million for the years ended December 31, 2022 and 2020, respectively, and were immaterial for the year ended December 31, 2021.

For further information on the Company’s leasing arrangements see Note 7 Leases.

Title plants and other indexes

Title plants and other indexes

Title plants are carried at cost, with the costs of daily maintenance (updating) charged to expense as incurred. Because properly maintained title plants have indefinite lives and do not diminish in value with the passage of time, no provision has been made for depreciation or amortization. The Company analyzes its title plants at least annually for impairment. This analysis includes, but is not limited to, the effects of obsolescence, duplication, demand and other economic factors. Capitalized real estate data is initially recorded at cost and is amortized using the straight-line method over a 15 year estimated useful life.

Management uses estimated future cash flows (undiscounted and excluding interest) to measure the recoverability of title plants whenever events or changes in circumstances indicate that the carrying value may not be fully recoverable. If the undiscounted cash flow analysis indicates that the carrying amount is not recoverable, an impairment loss is recorded for the excess of the carrying amount over its fair value.

Business Combinations

Business Combinations

Amounts paid for acquisitions are allocated to the tangible and intangible assets acquired and liabilities assumed and are based on their estimated fair values at the date of acquisition. The excess of the fair value of purchase consideration over the fair values of the identifiable assets and liabilities is recorded as goodwill. Acquisition-related costs are expensed in the periods in which the costs are incurred. The results of operations of acquired businesses are included in the consolidated financial statements from the date of acquisition.

Goodwill Impairment

Goodwill Impairment

The Company is required to perform an annual goodwill impairment assessment for each reporting unit for which goodwill has been allocated. The reporting units that have been allocated goodwill include title insurance and home warranty. The Company’s trust and other services reporting unit has no allocated goodwill and is, therefore, not assessed for impairment. The Company has elected to perform this annual assessment in the fourth quarter of each fiscal year or sooner if circumstances indicate possible impairment. Based on accounting guidance, the Company has the option to perform a qualitative assessment to determine if the fair value is more likely than not (i.e., a likelihood of greater than 50%) less than the carrying amount as a basis for determining whether it is necessary to perform a quantitative impairment test, or may choose to forego a qualitative assessment and perform a quantitative impairment test. The qualitative factors considered in this assessment may include macroeconomic conditions, industry and market considerations, overall financial performance as well as other relevant events and circumstances as determined by the Company. The Company evaluates the weight of each factor to determine whether it is more likely than not that impairment may exist. If the results of a qualitative assessment indicate the more likely than not threshold was not met, the Company may choose not to perform a quantitative impairment test. If, however, the more likely than not threshold is met, the Company will perform a quantitative test as required and discussed below.

Management’s quantitative impairment testing compares the fair value of each reporting unit to its carrying amount. The fair value of each reporting unit is determined by using discounted cash flow analysis and, where appropriate, market approach valuations. If the fair value of the reporting unit exceeds its carrying amount, the goodwill is not considered impaired and no additional analysis is required. However, if the carrying amount is greater than the fair value, an impairment charge is

recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, with the loss recognized limited to the total amount of goodwill allocated to that reporting unit.

The quantitative impairment test for goodwill utilizes a variety of valuation techniques, all of which require the Company to make estimates and judgments. Fair value is determined by employing an expected present value technique, which utilizes expected cash flows and an appropriate discount rate. The use of comparative market multiples (the “market approach”) compares the reporting unit to other comparable companies (if such comparables are present in the marketplace) based on valuation multiples to arrive at a fair value. In assessing the fair value, the Company utilizes the results of the valuations (including the market approach to the extent comparables are available) and considers the range of fair values determined under all methods and the extent to which the fair value exceeds the carrying amount of the reporting unit.

The valuation of each reporting unit includes the use of assumptions and estimates of many critical factors, including revenue growth rates and operating margins, discount rates and future market conditions, determination of market multiples and the establishment of a control premium, among others. Forecasts of future operations are based, in part, on operating results and the Company’s expectations as to future market conditions. These types of analyses contain uncertainties because they require the Company to make assumptions and to apply judgments to estimate industry economic factors and the profitability of future business strategies. However, if actual results are not consistent with the Company’s estimates and assumptions, the Company may be exposed to future impairment losses that could be material.

The Company chose to perform qualitative assessments for its title insurance and home warranty reporting units for 2022 and 2021, and performed quantitative impairment tests for 2020. The results of the Company’s qualitative assessments in 2022 and 2021 supported the conclusion that the reporting unit fair values were not more likely than not less than their carrying amounts and, therefore, a quantitative impairment test was not considered necessary. Based on the results of the quantitative tests in 2020, the Company determined that the fair values for both reporting units exceeded their carrying amounts and no additional analysis was required. As a result of the Company’s annual goodwill impairment assessments for the title insurance and home warranty reporting units, the Company did not record any goodwill impairment losses related to either reporting unit for 2022, 2021 or 2020.

Other Intangible Assets

Other intangible assets

The Company’s finite-lived intangible assets consist of customer relationships, noncompete agreements, trademarks, internal-use software licenses and patents. These assets are amortized on a straight-line basis over their useful lives ranging from 1 to 20 years and are subject to impairment assessments when there is an indication of a triggering event or abandonment. The Company’s indefinite-lived other intangible assets consist of licenses which are not amortized but rather assessed for impairment by comparing the fair values to carrying amounts at least annually, and when an indicator of potential impairment has occurred.

Management uses estimated future cash flows (undiscounted and excluding interest) to measure the recoverability of intangible assets with finite lives, whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. If the undiscounted cash flow analysis indicates that the carrying amount is not recoverable, an impairment loss is recorded for the excess of the carrying amount over its fair value. Management’s impairment assessment for indefinite-lived other intangible assets include a valuation using a discounted cash flow analysis or through a market approach. If the fair value exceeds its carrying amount, the asset is not considered impaired and no additional analysis is required. However, if the carrying amount is greater than the fair value, an impairment loss is recorded equal to the excess.

Reserve for Known and Incurred but Not Reported Claims

Reserve for known and incurred but not reported claims

The Company provides for title insurance losses through a charge to expense when the related premium revenue is recognized. The amount charged to expense is generally determined by applying a rate (the loss provision rate) to total title insurance premiums and escrow fees. The Company’s management estimates the loss provision rate at the beginning of each year and reassesses the rate quarterly to ensure that the resulting incurred but not reported (“IBNR”) loss reserve and known claims reserve included in the Company’s consolidated balance sheets together reflect management’s best estimate of the total costs required to settle all IBNR and known claims. If the ending IBNR reserve is not considered adequate, an adjustment is recorded.

The process of assessing the loss provision rate and the resulting IBNR reserve involves an evaluation of the results of an in-house actuarial review. The Company’s in-house actuary performs a reserve analysis utilizing generally accepted actuarial methods that incorporate cumulative historical claims experience and information provided by in-house claims and operations personnel. Current economic and business trends are also contemplated as part of the reserve analysis. These include conditions in the real estate and mortgage markets, changes in residential and commercial real estate values, and changes in the levels of defaults and foreclosures that may affect claims levels and patterns of emergence, as well as any company-specific factors that may be relevant to past and future claims experience. Results from the analysis include, but are not limited to, a range of IBNR reserve estimates and a single point estimate for IBNR as of the balance sheet date.

For recent policy years at early stages of development (generally the last three years), IBNR is generally estimated using a combination of expected loss rate and multiplicative loss development factor calculations. For more mature policy years, IBNR generally is estimated using multiplicative loss development factor calculations. The expected loss rate method estimates IBNR by applying an expected loss rate to total title insurance premiums and escrow fees and by adjusting for policy year maturity using estimated loss development patterns. Multiplicative loss development factor calculations estimate IBNR by applying factors derived from loss development patterns to losses realized to date. The expected loss rate and loss development patterns are based on historical experience and the relationship of the history to the applicable policy years.

The Company’s management uses the IBNR point estimate from the in-house actuary’s analysis and other relevant information concerning claims to determine what it considers to be the best estimate of the total amount required for the IBNR reserve.

The volume and timing of title insurance claims are subject to cyclical influences from both the real estate and mortgage markets. Title policies issued to lenders constitute a large portion of the Company’s title insurance volume. These policies insure lenders against losses on mortgage loans due to title defects in the collateral property. Even if an underlying title defect exists that could result in a claim, often the lender must realize an actual loss, or at least be likely to realize an actual loss, for a title insurance liability to exist. As a result, title insurance claims exposure is sensitive to lenders’ losses on mortgage loans and is affected in turn by external factors that affect mortgage loan losses, particularly macroeconomic factors.

A general decline in real estate prices can expose lenders to greater risk of losses on mortgage loans, as loan-to-value ratios increase and defaults and foreclosures increase. Title insurance claims exposure for a given policy year is also affected by the quality of mortgage loan underwriting during the corresponding origination year. The Company believes that the sensitivity of claims to external conditions in the real estate and mortgage markets is an inherent feature of title insurance’s business economics that applies broadly to the title insurance industry.

Title insurance policies are long-duration contracts with the majority of the claims reported to the Company within the first few years following the issuance of the policy. Generally, 70% to 80% of claim amounts become known in the first six years of the policy life, and the majority of IBNR reserves relate to the six most recent policy years. Changes in expected ultimate losses and corresponding loss rates for recent policy years are considered likely and could result in a material adjustment to the IBNR reserves. A material change in expected ultimate losses and corresponding loss rates for older policy years is also possible, particularly for policy years with loss rates exceeding historical norms. The estimates made by management in determining the appropriate level of IBNR reserves could ultimately prove to be materially different from actual claims experience.

The Company provides for claims losses relating to its home warranty business based on the average cost per claim and historical loss experience as applied to the total of new claims incurred. The average cost per home warranty claim is calculated using the average of the most recent 12 months of claims experience adjusted for estimated future increases in costs.

Contingent Litigation and Regulatory Liabilities

Contingent litigation and regulatory liabilities

Amounts related to contingent litigation and regulatory liabilities are accrued if it is probable that a liability has been incurred and an amount is reasonably estimable. The Company records legal fees in other operating expenses in the period incurred.

Revenues

Revenues

Premiums on title policies issued directly by the Company are recognized on the effective date of the title policy and escrow fees are recorded upon close of the escrow.

Revenues from title policies issued by agents are recorded when notice of issuance is received from the agent, which is generally when cash payment is received by the Company.

Premiums on home warranty contracts are generally recognized ratably in proportion to expected claims experience over the duration of the policy or contract, which is typically 12 months.

Information and other revenues are recognized when control of the promised goods or services is transferred to the customer and in an amount that reflects the consideration the Company expects to be entitled to in exchange for these goods or services.

For those products and services where the Company’s performance obligation is satisfied at a point in time and for which there is no ongoing obligation, revenue is recognized upon delivery. For those products and services where the Company satisfies its performance obligation over time as the product or service is being transferred to the customer, revenue is generally recognized using the output method as the products or services are delivered.

The Company applies the optional exemptions allowed under accounting guidance whereby the Company is not required to disclose either the transaction price allocated to performance obligations that are unsatisfied as of the end of the period or an explanation as to when the Company expects to recognize the related revenue. Such contracts generally include performance obligations that are contingent upon the closing of a real estate transaction or include variable consideration based on order volumes and have remaining contract terms of generally less than three years. The Company is allowed to apply the optional exemptions to its remaining performance obligations due to (1) the performance obligation is part of a contract that has an original duration of one year or less, (2) the associated revenue is based on the Company’s right to invoice for the value of the product or service delivered, (3) the associated variable consideration is allocated entirely to wholly unsatisfied performance obligations or (4) immateriality.

The Company also applies the practical expedient allowed under accounting guidance whereby it can disregard the impact to the transaction price of the effects of a significant financing component for arrangements where the Company expects the period between delivery of the product or service and customer payment to be one year or less. In addition, the Company applies the practical expedient whereby it recognizes the incremental costs of obtaining a contract as an expense when incurred if the amortization period for the asset that the Company otherwise would have recognized is one year or less.

The Company records a contract asset, and recognizes revenue, upon delivery of certain products related to the closing of a real estate transaction where the Company’s right to payment is subject to the closing of the transaction. The Company records a contract liability for payments received in advance of revenue recognition for certain products or services. Contract assets and liabilities were not material at December 31, 2022 and 2021. Revenues recognized during the years ended December 31, 2022, 2021 and 2020 that were included in contract liabilities at the beginning of the respective period were not material.

For information about the Company’s revenues disaggregated by reportable segment see Note 23 Segment Financial Information.

Premium Taxes

Premium taxes

Title insurance and home warranty companies, like other types of insurers, are generally not subject to state income or franchise taxes. However, in lieu thereof, most states impose a tax based primarily on insurance premiums written. This premium tax is reported as a separate line item in the consolidated statements of income in order to provide a more meaningful disclosure of the taxation of the Company.

Income Taxes

Income taxes

The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of

existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company evaluates the need to establish a valuation allowance for deferred tax assets based upon the amount of existing temporary differences, the period in which they are expected to be recovered and expected levels of taxable income. A valuation allowance is established when it is considered more likely than not that some or all of the deferred tax assets will not be realized.

The Company recognizes the effect of income tax positions only if sustaining those positions is considered more likely than not. Changes in recognition or measurement of uncertain tax positions are reflected in the period in which a change in judgment occurs. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense.

Share-Based Compensation

Share-based compensation

The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost is recognized in the Company’s financial statements over the requisite service period of the award using the straight-line method for awards that contain only a service condition and the graded vesting method for awards that contain a performance or market condition. For awards with retirement eligibility provisions, the cost is recognized through the date the employee becomes eligible to retire and is no longer required to provide service to earn the award. The Company accounts for forfeitures as they occur. The Company utilizes a Monte Carlo valuation model to estimate the fair value of its market-based equity-settled performance awards.

The Company’s primary means of providing share-based compensation is through the granting of restricted stock units (“RSUs”). RSUs granted generally have graded vesting features and include a service condition; and for certain key employees and executives, may also include either a performance or market condition. In 2022, the Company began granting performance restricted stock units (“PRSUs”) to certain key employees and executives, which generally contain service and market conditions. RSUs and PRSUs receive dividend equivalents in the form of RSUs/PRSUs having the same vesting requirements as the initial grant.

The Company also offers an employee stock purchase plan that allows eligible employees the option to purchase common stock of the Company at 85% of the lower of the closing price on either the first or last day of each offering period. The offering periods are three-month periods beginning on January 1, April 1, July 1 and October 1 of each fiscal year. The Company recognizes an expense in the amount equal to the value of the 15% discount and look-back feature over the three-month offering period.

Earnings Per Share

Earnings per share

Basic earnings per share is computed by dividing net income available to the Company’s stockholders by the weighted-average number of common shares outstanding. The computation of diluted earnings per share is similar to the computation of basic earnings per share, except that the weighted-average number of common shares outstanding is increased to include the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Potential dilutive common shares include RSUs and PRSUs.

Employee Benefit Plans

Employee benefit plans

The Company recognizes the underfunded status of its unfunded supplemental benefit plans as a liability on its consolidated balance sheets. Actuarial gains and losses and prior service costs and credits that have not been previously recognized as a component of net periodic benefit cost are recorded as a component of accumulated other comprehensive income/loss. Plan obligations are measured annually as of December 31.

The Company informally funds its nonqualified deferred compensation plan through tax-advantaged investments known as variable universal life insurance. The Company’s deferred compensation plan assets are included as a component of other assets and the Company’s deferred compensation plan liability is included as a component of pension costs and other retirement plans on the consolidated balance sheets. The income or loss earned on the Company’s plan assets is included as a component

of net investment income and the income or loss earned by the plan participants is included as a component of personnel costs on the consolidated statements of income.

Foreign Currency

Foreign currency

The Company operates in other countries, including Canada, the United Kingdom, Australia, New Zealand and South Korea. The functional currencies of the Company’s foreign subsidiaries are generally their respective local currencies. The financial statements of foreign subsidiaries with local currencies that were determined to be the functional currency are translated into U.S. dollars as follows: assets and liabilities at the exchange rate as of the balance sheet date, equity at the historical rates of exchange, and income and expense amounts at average rates prevailing during the period. Translation adjustments resulting from the translation of the subsidiaries’ accounts are included in accumulated other comprehensive income/loss as a separate component of stockholders’ equity. For those foreign subsidiaries where the U.S. dollar has been determined to be the functional currency, non-monetary assets and liabilities are translated using historical rates, while monetary assets and liabilities are translated at current rates, with remeasurement gains and losses included in other operating expenses. Gains and losses resulting from foreign currency transactions are included within other operating expenses.

Reinsurance

Reinsurance

The Company’s title insurance business assumes and cedes large title insurance risks through reinsurance. Additionally, the Company has limited reinsurance arrangements related to certain products offered through its international operations. In reinsurance arrangements, the primary insurer retains a certain amount of risk under a policy and cedes the remainder of the risk under the policy to the reinsurer. The primary insurer pays the reinsurer a premium in exchange for accepting this risk of loss. The primary insurer generally remains liable to its insured for the total risk but is reinsured under the terms of the reinsurance agreement. The amount of premiums assumed and ceded is recorded as a component of direct premiums and escrow fees on the Company’s consolidated statements of income. The total amount of premiums assumed and ceded in connection with reinsurance was less than 1.0% of consolidated premium and escrow fees for each of the three years in the period ended December 31, 2022. Payments and recoveries on reinsured losses for the Company’s title insurance business were immaterial during the years ended December 31, 2022, 2021 and 2020.

Escrow deposits and trust assets

Escrow deposits and trust assets

The Company administers escrow deposits and trust assets as a service to its direct customers. Escrow deposits totaled $10.0 billion and $10.8 billion at December 31, 2022 and 2021, respectively, of which $4.6 billion and $4.8 billion, respectively, were held at First American Trust, FSB (“FA Trust”). The remaining deposits were held at third-party financial institutions.

Trust assets held or managed by FA Trust totaled $4.1 billion and $4.6 billion at December 31, 2022 and 2021, respectively. Escrow deposits held at third-party financial institutions and trust assets are not considered assets of the Company and, therefore, are not included in the accompanying consolidated balance sheets. All such amounts are placed in deposit accounts insured, up to applicable limits, by the Federal Deposit Insurance Corporation. The Company could be held contingently liable for the disposition of these assets.

In conducting its operations, the Company often holds customers’ assets in escrow, pending completion of real estate transactions and, as a result, the Company has ongoing programs for realizing economic benefits with various financial institutions. The results from these programs are included as income or a reduction in expense, as appropriate, in the consolidated statements of income based on the nature of the arrangement and benefit received.

Like-kind exchanges

The Company facilitates tax-deferred property exchanges for customers pursuant to Section 1031 of the Internal Revenue Code and tax-deferred reverse exchanges pursuant to Revenue Procedure 2000-37. As a facilitator and intermediary, the Company holds the proceeds from sales transactions and takes temporary title to property identified by the customer to be acquired with such proceeds. Upon the completion of each such exchange, the identified property is transferred to the customer or, if the exchange does not take place, an amount equal to the sales proceeds or, in the case of a reverse exchange, title to the property held by the Company is transferred to the customer. Like-kind exchange funds administered by the Company totaled $2.8 billion and $6.0 billion at December 31, 2022 and 2021, respectively. The like-kind exchange deposits are held at third-party financial institutions and, due to the structure utilized to facilitate these transactions, the proceeds and property are not considered assets of the Company and, therefore, are not included in the accompanying consolidated balance sheets. All such amounts are placed in deposit accounts insured, up to applicable limits, by the Federal Deposit Insurance Corporation. The Company could be held contingently liable to the customer for the transfers of property, disbursements of proceeds and the returns on such proceeds.

Subservicing Deposits

Subservicing deposits

In conducting its residential mortgage loan subservicing operations, the Company administers cash deposits on behalf of its clients. Cash deposits totaled $1.1 billion at December 31, 2022, of which $0.7 billion were held at FA Trust. The remaining deposits were held at third-party financial institutions. Cash deposits totaled $0.4 billion at December 31, 2021, all of which were held at third-party financial institutions. Cash deposits held at third-party financial institutions are not considered assets of the Company and, therefore, are not included in the accompanying consolidated balance sheets. All such amounts are placed in deposit accounts insured, up to applicable limits, by the Federal Deposit Insurance Corporation. The Company could be held contingently liable for the disposition of these assets. In connection with certain accounts, the Company has ongoing programs for realizing economic benefits with various financial institutions whereby it earns economic benefits either as income or as a reduction in expense.

Deposit balances held at FA Trust are temporarily invested in cash and cash equivalents and debt securities, with offsetting liabilities included in deposits in the accompanying consolidated balance sheets.

The Company regularly reviews the financial strength of third-party financial institutions where deposits are held and, based on this review and the fact that all amounts are placed in deposit accounts insured, up to applicable limits, by the Federal Deposit Insurance Corporation, does not expect any credit losses; therefore the Company has not recorded a liability for credit losses.

Pending Accounting Pronouncements

Pending Accounting Pronouncements

In June 2022, the Financial Accounting Standards Board (“FASB”) issued updated guidance intended to increase the comparability of financial information across reporting entities that have investments in equity securities measured at fair value that are subject to contractual restrictions preventing the sale of those securities. The updated guidance clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, as a result, should not be considered in measuring fair value. In addition, new disclosures are required about the nature of the restrictions and their remaining duration. The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2023, with early adoption permitted. The Company does not expect the adoption of this guidance to impact its consolidated financial statements.

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Debt Securities (Tables)

12 Months Ended

Dec. 31, 2022

Investments, Debt and Equity Securities [Abstract]

Investments in Debt Securities, Classified as Available-For-Sale

Investments in debt securities, classified as available-for-sale, are as follows:

	Amortized		Gross unrealized					Estimated
(in millions)	cost		gains		losses			fair value
December 31, 2022
U.S. Treasury bonds	$	309	$	1	$	(7	)	$	303
Municipal bonds		1,671		3		(195	)		1,479
Foreign government bonds		208		—		(14	)		194
Governmental agency bonds		248		—		(19	)		229
Governmental agency mortgage-backed securities		5,253		1		(653	)		4,601
U.S. corporate debt securities		1,004		2		(85	)		921
Foreign corporate debt securities		477		2		(36	)		443
	$	9,170	$	9	$	(1,009	)	$	8,170
December 31, 2021
U.S. Treasury bonds	$	123	$	1	$	(1	)	$	123
Municipal bonds		1,607		59		(17	)		1,649
Foreign government bonds		228		2		(3	)		227
Governmental agency bonds		175		3		(1	)		177
Governmental agency mortgage-backed securities		5,620		34		(47	)		5,607
U.S. corporate debt securities		1,071		19		(9	)		1,081
Foreign corporate debt securities		493		9		(4	)		498
	$	9,317	$	127	$	(82	)	$	9,362

Gross Unrealized Losses on Investments in Debt Securities

Investments in debt securities in an unrealized loss position, based on length of time, are as follows:

	Less than 12 months					12 months or longer					Total
(in millions)	Estimated fair value		Unrealized losses			Estimated fair value		Unrealized losses			Estimated fair value		Unrealized losses
December 31, 2022
U.S. Treasury bonds	$	108	$	(1	)	$	50	$	(6	)	$	158	$	(7	)
Municipal bonds		813		(56	)		540		(139	)		1,353		(195	)
Foreign government bonds		142		(6	)		46		(8	)		188		(14	)
Governmental agency bonds		173		(8	)		56		(11	)		229		(19	)
Governmental agency mortgage-backed    securities		1,860		(141	)		2,627		(512	)		4,487		(653	)
U.S. corporate debt securities		528		(38	)		325		(47	)		853		(85	)
Foreign corporate debt securities		241		(17	)		137		(19	)		378		(36	)
	$	3,865	$	(267	)	$	3,781	$	(742	)	$	7,646	$	(1,009	)
December 31, 2021
U.S. Treasury bonds	$	76	$	(1	)	$	—	$	—		$	76	$	(1	)
Municipal bonds		684		(17	)		—		—			684		(17	)
Foreign government bonds		103		(1	)		33		(2	)		136		(3	)
Governmental agency bonds		73		(1	)		—		—			73		(1	)
Governmental agency mortgage-backed    securities		4,036		(47	)		—		—			4,036		(47	)
U.S. corporate debt securities		533		(9	)		—		—			533		(9	)
Foreign corporate debt securities		234		(4	)		—		—			234		(4	)
	$	5,739	$	(80	)	$	33	$	(2	)	$	5,772	$	(82	)

Investments in Debt Securities by Contractual Maturity

Investments in debt securities at December 31, 2022, by contractual maturities, are as follows:

(in millions)	Due in one year or less		Due after one through five years		Due after five through ten years		Due after ten years		Total
U.S. Treasury bonds
Amortized cost	$	143	$	141	$	6	$	19	$	309
Estimated fair value	$	143	$	137	$	5	$	18	$	303
Municipal bonds
Amortized cost		21		288		758		604		1,671
Estimated fair value		21		268		669		521		1,479
Foreign government bonds
Amortized cost		36		95		71		6		208
Estimated fair value		36		93		60		5		194
Governmental agency bonds
Amortized cost		26		157		7		58		248
Estimated fair value		25		151		6		47		229
U.S. corporate debt securities
Amortized cost		55		687		199		63		1,004
Estimated fair value		54		629		186		52		921
Foreign corporate debt securities
Amortized cost		20		300		116		41		477
Estimated fair value		20		280		107		36		443
Total debt securities, excluding mortgage-backed    securities
Amortized cost	$	301	$	1,668	$	1,157	$	791	$	3,917
Estimated fair value	$	299	$	1,558	$	1,033	$	679	$	3,569
Total mortgage-backed securities
Amortized cost										5,253
Estimated fair value										4,601
Total debt securities
Amortized cost									$	9,170
Estimated fair value									$	8,170

Composition of Debt Securities Portfolio by Credit Rating Agencies

The composition of the debt securities portfolio at December 31, 2022, by credit rating, is as follows:

	A- or higher				BBB+ to BBB-				Non-Investment Grade				Total
(dollars in millions)	Estimated fair value		Percentage		Estimated fair value		Percentage		Estimated fair value		Percentage		Estimated fair value
U.S. Treasury bonds	$	303		100.0	$	—		—	$	—		—	$	303
Municipal bonds		1,432		96.8		47		3.2		—		—		1,479
Foreign government bonds		190		98.0		2		1.0		2		1.0		194
Governmental agency bonds		229		100.0		—		—		—		—		229
Governmental agency mortgage-    backed securities		4,601		100.0		—		—		—		—		4,601
U.S. corporate debt securities		429		46.6		362		39.3		130		14.1		921
Foreign corporate debt securities		193		43.6		211		47.6		39		8.8		443
	$	7,377		90.3	$	622		7.6	$	171		2.1	$	8,170

Composition of Debt Securities Portfolio in Unrealized Loss Position by Credit Rating Agencies

The composition of the debt securities portfolio in an unrealized loss position at December 31, 2022, by credit rating, is as follows:

	A- or higher				BBB+ to BBB-				Non-Investment Grade				Total
(dollars in millions)	Estimated fair value		Percentage		Estimated fair value		Percentage		Estimated fair value		Percentage		Estimated fair value
U.S. Treasury bonds	$	158		100.0	$	—		—	$	—		—	$	158
Municipal bonds		1,315		97.2		38		2.8		—		—		1,353
Foreign government bonds		184		97.9		1		0.5		3		1.6		188
Governmental agency bonds		229		100.0		—		—		—		—		229
Governmental agency mortgage-    backed securities		4,487		100.0		—		—		—		—		4,487
U.S. corporate debt securities		411		48.2		327		38.3		115		13.5		853
Foreign corporate debt securities		169		44.7		175		46.3		34		9.0		378
	$	6,953		90.9	$	541		7.1	$	152		2.0	$	7,646

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Equity Securities (Tables)

12 Months Ended

Dec. 31, 2022

Investments, Debt and Equity Securities [Abstract]

Summary of Investments in Equity Securities, by Classification

Investments in equity securities, by classification, are summarized as follows:

	December 31,
(in millions)	2022		2021
Marketable equity securities	$	280	$	657
Non-marketable equity securities		396		441
Equity method investments		78		78
	$	754	$	1,176

Summary of Investments in Marketable Equity Securities

Investments in marketable equity securities are summarized as follows:

(in millions)	Cost		Unrealized gains (losses)			Estimated fair value
December 31, 2022
Common stocks	$	324	$	(55	)	$	269
Preferred stocks		15		(4	)		11
	$	339	$	(59	)	$	280
December 31, 2021
Common stocks	$	418	$	222		$	640
Preferred stocks		17		—			17
	$	435	$	222		$	657

Summary of Investments in Non-Marketable Equity Securities

Investments in non-marketable equity securities are summarized as follows:

(in millions)	Cost		Unrealized gains		Carrying amount
December 31, 2022	$	307	$	89	$	396
December 31, 2021	$	215	$	226	$	441

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Allowance for Credit Losses – Accounts Receivable (Tables)

12 Months Ended

Dec. 31, 2022

Receivables [Abstract]

Summary of Allowance for Credit Losses on Accounts Receivables

Activity in the allowance for credit losses on accounts receivable is summarized as follows:

	Year Ended December 31,
(in millions)	2022			2021
Balance at beginning of period	$	14		$	14
Provision for expected credit losses		11			4
Write-offs/recoveries		(4	)		(4	)
Balance at end of period	$	21		$	14

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Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment is summarized as follows:

	December 31,
(in millions)	2022			2021
Land	$	27		$	24
Buildings		189			185
Leasehold improvements		72			70
Furniture and equipment		230			215
Capitalized software		1,059			884
		1,577			1,378
Accumulated depreciation and amortization		(940	)		(872	)
	$	637		$	506

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Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Summary of Lease Assets and Liabilities

Lease assets and liabilities are summarized as follows:

	December 31.
(in millions)	2022		2021		Classification
Assets
Operating lease assets	$	248	$	249	Operating lease assets
Finance lease assets		3		2	Other assets
Total lease assets	$	251	$	251
Liabilities
Operating lease liabilities	$	269	$	274	Operating lease liabilities
Finance lease liabilities		3		3	Notes and contracts payable
Total lease liabilities	$	272	$	277

Summary of Components of Lease Expense

The components of lease expense are summarized as follows:

	Year ended December 31.
(in millions)	2022			2021			2020			Classification
Operating lease cost	$	93		$	86		$	89		Other operating expenses
Finance lease cost:
Amortization of lease assets		2			2			2		Depreciation and amortization
Variable lease cost		34			31			32		Other operating expenses
Short-term lease cost		3			2			1		Other operating expenses
Sublease income		(1	)		(3	)		(3	)	Information and other
Net lease cost	$	131		$	118		$	121

Schedule of Future Minimum Lease Payments Under Operating and Finance Lease with Noncancelable Lease Terms

Future minimum lease payments under operating and finance leases with noncancelable lease terms, as of December 31, 2022, are summarized as follows:

(in millions)	Operating Leases			Finance Leases		Total
2023	$	86		$	1	$	87
2024		71			1		72
2025		55			1		56
2026		38			—		38
2027		21			—		21
Thereafter		17			—		17
Total lease payments		288			3		291
Interest		(19	)		—		(19	)
Present value of lease liabilities	$	269		$	3	$	272

Schedule of Information Related to Lease Terms and Discount Rate

Information related to lease terms and discount rates is summarized as follows:

	December 31,
	2022			2021
Weighted-average remaining lease terms (years):
Operating leases		4			4
Finance leases		2			2
Weighted-average discount rates:
Operating leases		3.34	%		3.40	%
Finance leases		3.23	%		3.96	%

Schedule of Cash Flow Information Related to Lease Liabilities

Cash flow information related to lease liabilities is summarized as follows:

	Year ended December 31,
(in millions)	2022		2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	96	$	90	$	93
Financing cash flows from finance leases	$	2	$	2	$	2
Operating lease assets obtained in exchange for new operating lease liabilities	$	66	$	59	$	54
Finance lease assets obtained in exchange for new finance lease liabilities	$	3	$	—	$	1

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Goodwill (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Carrying Amount of Goodwill by Reportable Segment

A summary of the changes in the carrying amount of goodwill, by reportable segment, for the years ended December 31, 2022 and 2021, is as follows:

(in millions)	Title Insurance and Services			Specialty Insurance			Total
Balance as of December 31, 2020	$	1,366		$	13		$	1,379
Acquisitions		209			—			209
Balance as of December 31, 2021		1,575			13			1,588
Acquisitions		217			—			217
Transfers		(28	)		28			—
Foreign currency translation		(7	)		—			(7	)
Balance as of December 31, 2022	$	1,757		$	41		$	1,798
Accumulated impairment losses	$	—		$	(34	)	$	(34	)

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Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2022

Intangible Assets, Gross (Excluding Goodwill) [Abstract]

Schedule of Other Intangible Assets

Other intangible assets are summarized as follows:

	December 31,
(in millions)	2022			2021
Finite-lived intangible assets:
Customer relationships	$	191		$	203
Noncompete agreements		34			49
Trademarks		70			32
Internal-use software licenses		24			21
Patents		3			3
		322			308
Accumulated amortization		(145	)		(107	)
		177			201
Indefinite-lived intangible assets:
Licenses		17			17
	$	194		$	218

Estimated Amortization Expense for Finite-Lived Intangible Assets

Estimated amortization expense for finite-lived intangible assets for the next five years is summarized as follows:

Year	(in millions)
2023	$	46
2024	$	33
2025	$	26
2026	$	26
2027	$	11

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Deposits (Tables)

12 Months Ended

Dec. 31, 2022

Banking And Thrifts [Abstract]

Escrow, Mortgage Subserving, and Other Deposits

Deposit accounts are summarized as follows:

	December 31,
(dollars in millions)	2022			2021
Escrow deposits:
Interest bearing	$	2,542		$	2,792
Non-interest bearing		2,077			2,083
		4,619			4,875
Mortgage subservicing deposits:
Interest bearing		713			—
Business checking and other deposits (1)		188			194
	$	5,520		$	5,069
Weighted-average interest rate:
Interest bearing deposit accounts		0.50	%		0.10	%

(1)Accounts are primarily non-interest bearing.

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Reserve for Known and Incurred But Not Reported Claims (Tables)

12 Months Ended

Dec. 31, 2022

Insurance Loss Reserves [Abstract]

Activity in Reserve for Known and Incurred but Not Reported Claims

Activity in the reserve for known and incurred but not reported claims is summarized as follows:

	December 31,
(in millions)	2022			2021			2020
Balance at beginning of year	$	1,284		$	1,178		$	1,063
Provision related to:
Current year		468			570			532
Prior years		18			19			48
		486			589			580
Payments, net of recoveries, related to:
Current year		227			292			268
Prior years		207			190			203
		434			482			471
Other		(11	)		(1	)		6
Balance at end of year	$	1,325		$	1,284		$	1,178

A summary of the Company’s loss reserves is as follows:

	December 31,
(dollars in millions)	2022				2021
Known title claims	$	62	4.7	%	$	67	5.2	%
IBNR title claims		1,207	91.1	%		1,143	89.0	%
Total title claims		1,269	95.8	%		1,210	94.2	%
Non-title claims		56	4.2	%		74	5.8	%
Total loss reserves	$	1,325	100.0	%	$	1,284	100.0	%

Summary of Incurred and Paid Claims Development Net of Reinsurance

The information below about incurred and paid claims development for the years ended December 31, 2013 to 2021, is presented as supplementary information.

	Incurred claims and allocated claim adjustment expenses																				December 31, 2022
Accident	Years ended December 31,																				Cumulative number of reported
Year	2013*		2014*		2015*		2016*		2017*		2018*		2019*		2020*		2021*		2022		claims
	(in millions)
2013	$	124		124		124		124		124		124		124		124		124	$	124		0.7
2014				124		124		124		124		124		124		124		124		124		0.8
2015						144		144		144		144		144		144		144		144		0.9
2016								173		173		173		173		173		173		173		1.0
2017										167		167		167		167		167		167		1.0
2018												180		180		180		180		180		1.1
2019														174		174		174		174		1.1
2020																197		197		197		1.2
2021																		218		218		1.2
2022																				211		1.1
																	Total		$	1,712

*Amounts unaudited.

	Cumulative paid claims and allocated claim adjustment expenses
Accident	Years ended December 31,
Year	2013*		2014*		2015*		2016*		2017*		2018*		2019*		2020*		2021*		2022
	(in millions)
2013	$	111		124		124		124		124		124		124		124		124	$	124
2014				111		124		124		124		124		124		124		124		124
2015						129		144		144		144		144		144		144		144
2016								155		173		173		173		173		173		173
2017										151		167		167		167		167		167
2018												163		180		180		180		180
2019														159		174		174		174
2020																178		197		197
2021																		199		218
2022																				192
																	Total		$	1,693
			All outstanding liabilities before 2013																	—
			Liabilities for claims and claims adjustment expenses																$	19

*Amounts unaudited.

Reconciliation of the Net Incurred and Paid Claims Development Tables to the Liability for Claims and Claim Adjustment Expense

A reconciliation of the net incurred and paid claims development tables to the liability for claims and claim adjustment expense at December 31, 2022, is as follows:

	December 31, 2022
	(in millions)
Liability for unpaid claims and claim adjustment    expenses — short-duration:
Home warranty	$	19
Property and casualty insurance		37
		56
Insurance lines other than short-duration:
Title insurance		1,269
Total liability for unpaid claims and claims adjustment    expenses	$	1,325

Schedule of Supplementary Information about Average Historical Claims

Supplementary information about average historical claims duration for the Company’s home warranty business as of December 31, 2022, is as follows:

Average annual percentage payout of incurred claims by age (unaudited)
Years	1		2		3	4	5	6	7	8	9	10
Annual payout	90.3	%	9.7	%	—	—	—	—	—	—	—	—

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Notes and Contracts Payable (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of Notes and Contracts Payable

	December 31,
	2022			2021
	(dollars in millions)
2.40% senior unsecured notes due August 15, 2031, effective interest rate of 2.44%	$	650		$	650
4.00% senior unsecured notes due May 15, 2030, effective interest rate of 4.05%		450			450
4.60% senior unsecured notes due November 15, 2024, effective interest rate of 4.60%		300			300
4.30% senior unsecured notes due February 1, 2023, effective interest rate of 4.35%		250			250
Trust deed note due November 1, 2023, collateralized by land and buildings    with net book values of $36 and $37 at December 31, 2022 and 2021,    respectively, fixed interest rate of 5.26%		4			8
Other notes and contracts payable with maturities through 2027, weighted    -average interest rates of 3.30% and 4.21% at December 31, 2022 and 2021,    respectively		4			4
		1,658			1,662
Unamortized discounts and debt issuance costs		(12	)		(14	)
	$	1,646		$	1,648

Aggregate Annual Maturities of Notes and Contracts Payable

The aggregate annual maturities for notes and contracts payable for the next five years and thereafter are summarized as follows:

Year	Annual maturities
	(in millions)
2023	$	256
2024		301
2025		1
2026		—
2027		—
Thereafter		1,100
	$	1,658

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Net Investment Income (Tables)

12 Months Ended

Dec. 31, 2022

Net Investment Income [Abstract]

Schedule of Net Investment Income

The components of net investment income are summarized as follows:

	Year ended December 31,
	2022			2021			2020
	(in millions)
Interest on:
Debt securities	$	206		$	133		$	126
Deposits and other investments		135			47			69
Dividends on equity securities		9			11			11
Deferred compensation plan assets		(25	)		19			13
Equity in earnings of affiliates, net		11			7			6
Other		7			1			—
Total investment income		343			218			225
Investment expenses		(3	)		(3	)		(4	)
Net investment income	$	340		$	215		$	221

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Summary of Tax Expenses

Income taxes are summarized as follows:

	Year ended December 31,
	2022			2021		2020
	(in millions)
Current:
Federal	$	132		$	244	$	191
State		19			37		27
Foreign		18			20		12
		169			301		230
Deferred:
Federal		(80	)		65		(18	)
State		(25	)		24		1
Foreign		(3	)		3		10
		(108	)		92		(7	)
	$	61		$	393	$	223

Schedule of Effective Income Tax Rate Reconciliation

The Company’s actual income tax expense differs from the expense computed by applying the federal income tax rate of 21% for the years ended December 31, 2022, 2021 and 2020. A reconciliation of these differences is as follows:

	Year ended December 31,
	2022					2021					2020
	(dollars in millions)
Taxes calculated at federal rate	$	68		21.0	%	$	345		21.0	%	$	194		21.0	%
State taxes, net of federal benefit		(5	)	(1.5	)		48		2.9			22		2.4
Change in liability for tax positions		(1	)	(0.3	)		—		—			—		—
Foreign income taxed at different rates		2		0.6			1		0.1			5		0.6
Unremitted foreign earnings		—		—			1		0.1			(2	)	(0.2	)
Other items, net		(3	)	(1.1	)		(2	)	(0.2	)		4		0.3
	$	61		18.7	%	$	393		23.9	%	$	223		24.1	%

Net Deferred Tax (Liability) Assets

The primary components of temporary differences that give rise to the Company’s net deferred tax liability are as follows:

	December 31,
	2022			2021
	(in millions)
Deferred tax assets:
Deferred revenue	$	8		$	11
Employee benefits		97			102
Bad debt reserves		12			7
Pension		13			30
Net operating loss carryforward		29			10
Foreign tax credit		5			4
Operating lease liabilities		59			58
Payroll taxes		—			5
Securities		264			—
Other		10			6
		497			233
Valuation allowance		(7	)		(8	)
		490			225
Deferred tax liabilities:
Depreciable and amortizable assets		282			274
Claims and related salvage		82			89
Investments in affiliates		26			63
Securities		—			65
Operating lease assets		53			52
Unremitted foreign earnings		12			13
		455			556
Net deferred tax asset (liability)	$	35		$	(331	)

Changes in Unrecognized Tax Benefits

A reconciliation of the beginning and ending amounts of unrecognized tax benefits for the years ended December 31, 2022, 2021 and 2020 is as follows:

	Year ended December 31,
	2022			2021		2020
	(in millions)
Unrecognized tax benefits—beginning balance	$	8		$	7	$	1
Gross increases (decreases)—prior period tax    positions		—			—		5
Gross increases—current period tax positions		1			1		1
Settlements with taxing authorities		(6	)		—		—
Unrecognized tax benefits—ending balance	$	3		$	8	$	7

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Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of Earnings Per Share

The computation of basic and diluted earnings per share is as follows:

	Year ended December 31,
	2022		2021		2020
	(in millions, except per share data)
Numerator
Net income attributable to the Company	$	263	$	1,241	$	696
Denominator
Basic weighted-average common shares		107.0		111.0		112.7
Effect of dilutive RSUs		0.3		0.4		0.3
Diluted weighted-average common shares		107.3		111.4		113.0
Net income per share attributable to the Company’s    stockholders (1)
Basic	$	2.46	$	11.18	$	6.18
Diluted	$	2.45	$	11.14	$	6.16

(1)Net income per share may not recalculate due to rounding.

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Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2022

Retirement Benefits [Abstract]

Principal Components of Employee Benefit Costs

The principal components of employee benefit costs are summarized as follows:

	Year ended December 31,
	2022			2021		2020
	(in millions)
Expense:
Savings plan	$	37		$	74	$	32
Unfunded supplemental benefit plans		12			11		9
Other plans, net (1)		(14	)		24		19
	$	35		$	109	$	60

(1)For the year ended December 31, 2022, participant investments included in the deferred compensation plan realized losses in excess of expenses recorded by the Company.

Company's Benefit Obligations and Funded Status

The following table summarizes the benefit obligations and funded status associated with the Company’s unfunded supplemental benefit plans:

	December 31,
	2022			2021
	(in millions)
Change in projected benefit obligation:
Benefit obligation at beginning of year	$	262		$	283
Interest costs		6			5
Actuarial gains		(57	)		(11	)
Benefits paid		(15	)		(15	)
Projected benefit obligation at end of year		196			262
Change in plan assets:
Contributions		15			14
Benefits paid		(15	)		(14	)
Fair value of plan assets at end of year		—			—
Reconciliation of funded status:
Unfunded status of the plans	$	196		$	262
Amounts recognized in the consolidated balance sheet:
Accrued benefit liability	$	196		$	262
Amounts recognized in accumulated other         comprehensive income/loss:
Unrecognized net actuarial loss	$	48		$	111
	$	48		$	111
Accumulated benefit obligation at end of year	$	196		$	262

Net Periodic Benefit Costs

Net periodic benefit costs related to the Company’s unfunded supplemental benefit pension plans are summarized as follows:

	Year ended December 31,
	2022		2021			2020
	(in millions)
Expense:
Interest costs	$	6	$	5		$	7
Amortization of net actuarial loss		6		7			5
Amortization of prior service credit		—		(1	)		(3	)
	$	12	$	11		$	9

The Weighted-Average Discount Rate Assumptions Used to Determine Net Periodic Benefit Costs and Projected Benefit Obligations

The weighted-average discount rate assumptions used to determine net periodic benefit costs for the Executive and Management Supplemental Benefit Plans for the years ended December 31, 2022, 2021 and 2020, are as follows:

	Year ended December 31,
	2022			2021			2020
Discount rates:
Projected benefit obligation		2.89	%		2.49	%		3.27	%
Service cost		3.29	%		3.14	%		3.71	%
Interest cost		2.37	%		1.83	%		2.86	%

The weighted-average discount rate assumptions used to determine the projected benefit obligations for the Executive and Management Supplemental Benefit Plans at December 31, 2022 and 2021, are as follows:

	December 31,
	2022			2021
Discount rate		5.56	%		2.89	%

Benefit Payments

Benefit payments, which reflect expected future service, as appropriate, are expected to be made as follows:

Year	(in millions)
2023	$	16
2024	$	17
2025	$	17
2026	$	17
2027	$	16
Five years thereafter	$	77

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value of Assets Measured on Recurring Basis

The following tables present the fair values of the Company’s assets, measured on a recurring basis, as of December 31, 2022 and 2021:

(in millions)	Total		Level 1		Level 2		Level 3
December 31, 2022
Debt securities:
U.S. Treasury bonds	$	303	$	—	$	303	$	—
Municipal bonds		1,479		—		1,479		—
Foreign government bonds		194		—		194		—
Governmental agency bonds		229		—		229		—
Governmental agency mortgage-backed securities		4,601		—		4,601		—
U.S. corporate debt securities		921		—		921		—
Foreign corporate debt securities		443		—		443		—
		8,170		—		8,170		—
Marketable equity securities:
Common stocks		269		269		—		—
Preferred stocks		11		11		—		—
		280		280		—		—
Mortgage loans held for sale		16		—		14		2
Total	$	8,466	$	280	$	8,184	$	2

(in millions)	Total		Level 1		Level 2		Level 3
December 31, 2021
Debt securities:
U.S. Treasury bonds	$	123	$	—	$	123	$	—
Municipal bonds		1,649		—		1,649		—
Foreign government bonds		227		—		227		—
Governmental agency bonds		177		—		177		—
Governmental agency mortgage-backed securities		5,607		—		5,607		—
U.S. corporate debt securities		1,081		—		1,081		—
Foreign corporate debt securities		498		—		498		—
		9,362		—		9,362		—
Marketable equity securities:
Common stocks		640		640		—		—
Preferred stocks		17		17		—		—
		657		657		—		—
Mortgage loans held for sale		12		—		11		1
Total	$	10,031	$	657	$	9,373	$	1

Carrying Amounts and Estimated Fair Values of Financial Instruments Not Measured at Fair Value

The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments not measured at fair value as of December 31, 2022 and 2021:

	Carrying		Estimated fair value
(in millions)	Amount		Total		Level 1		Level 2		Level 3
December 31, 2022
Assets:
Cash and cash equivalents	$	1,224	$	1,224	$	1,224	$	—	$	—
Deposits with banks	$	63	$	62	$	8	$	54	$	—
Notes receivable, net	$	11	$	11	$	—	$	—	$	11
Secured financings receivable	$	423	$	423	$	—	$	423	$	—
Liabilities:
Secured financings payable	$	366	$	366	$	—	$	366	$	—
Notes and contracts payable	$	1,646	$	1,405	$	—	$	1,401	$	4

	Carrying		Estimated fair value
(in millions)	Amount		Total		Level 1		Level 2		Level 3
December 31, 2021
Assets:
Cash and cash equivalents	$	1,228	$	1,228	$	1,228	$	—	$	—
Deposits with banks	$	58	$	58	$	13	$	45	$	—
Notes receivable, net	$	32	$	32	$	—	$	—	$	32
Secured financings receivable	$	565	$	565	$	—	$	565	$	—
Liabilities:
Secured financings payable	$	529	$	529	$	—	$	529	$	—
Notes and contracts payable	$	1,648	$	1,724	$	—	$	1,720	$	4

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Share-Based Compensation Plans (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Costs Associated with Share-Based Compensation Plans

The following table summarizes the costs associated with the Company’s share-based compensation plans:

	Year ended December 31,
	2022		2021		2020
	(in millions)
Expense:
RSUs	$	58	$	48	$	47
PRSUs		3		—		—
Employee stock purchase plan		6		6		5
	$	67	$	54	$	52

Summary of RSU and PSRU Activity

The following table summarizes RSU and PRSU activity for the year ended December 31, 2022:

(in millions, except weighted-average grant-date fair value)	Shares			Weighted-average grant-date fair value
Unvested at December 31, 2021		0.9		$	58.11
Granted during 2022		1.0			67.65
Vested during 2022		(1.0	)		63.47
Unvested at December 31, 2022		0.9		$	63.01

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Accumulated Other Comprehensive Income (Loss) ("AOCI") (Tables)

12 Months Ended

Dec. 31, 2022

Accumulated Other Comprehensive Income Other Comprehensive Income [Abstract]

Components of Accumulated Other Comprehensive Income (Loss)

The following table presents a summary of the changes in each component of AOCI for the years ended December 31, 2022, 2021 and 2020:

	First American Financial Corporation
(in millions)	Unrealized gains (losses) on debt securities			Foreign currency translation adjustment			Pension benefit adjustment			Accumulated other comprehensive income (loss)
Balance at December 31, 2019	$	84		$	(52	)	$	(73	)	$	(41	)
Change in unrealized gains (losses) on debt securities		116			—			—			116
Change in unrealized gains (losses) on debt securities for    which credit-related portion was recognized in earnings		1			—			—			1
Change in foreign currency translation adjustment		—			14			—			14
Net actuarial loss		—			—			(31	)		(31	)
Amortization of net actuarial loss		—			—			5			5
Amortization of prior service credit		—			—			(3	)		(3	)
Tax effect		(29	)		—			8			(21	)
Balance at December 31, 2020		172			(38	)		(94	)		40
Change in unrealized gains (losses) on debt securities		(189	)		—			—			(189	)
Change in foreign currency translation adjustment		—			(2	)		—			(2	)
Net actuarial gain		—			—			11			11
Amortization of net actuarial loss		—			—			7			7
Amortization of prior service credit		—			—			(1	)		(1	)
Tax effect		46			1			(5	)		42
Balance at December 31, 2021		29			(39	)		(82	)		(92	)
Change in unrealized gains (losses) on debt securities		(1,045	)		—			—			(1,045	)
Change in foreign currency translation adjustment		—			(43	)		—			(43	)
Net actuarial gain		—			—			57			57
Amortization of net actuarial loss		—			—			6			6
Tax effect		264			1			(16	)		249
Balance at December 31, 2022	$	(752	)	$	(81	)	$	(35	)	$	(868	)

Adjustments for Reclassification of Other Comprehensive Income (Loss)

The following table presents the other comprehensive income (loss) reclassification adjustments for the years ended December 31, 2022, 2021 and 2020:

	Unrealized gains (losses) on debt securities			Foreign currency translation adjustment			Pension benefit adjustment			Total other comprehensive income (loss)
	(in millions)
Year ended December 31, 2022
Pretax change before reclassifications	$	(1,182	)	$	(43	)	$	57		$	(1,168	)
Reclassifications out of AOCI		137			—			6			143
Tax effect		264			1			(16	)		249
Total other comprehensive income (loss), net of tax	$	(781	)	$	(42	)	$	47		$	(776	)
Year ended December 31, 2021
Pretax change before reclassifications	$	(169	)	$	(2	)	$	11		$	(160	)
Reclassifications out of AOCI		(20	)		—			6			(14	)
Tax effect		46			1			(5	)		42
Total other comprehensive income (loss), net of tax	$	(143	)	$	(1	)	$	12		$	(132	)
Year ended December 31, 2020
Pretax change before reclassifications	$	125		$	14		$	(31	)	$	108
Reclassifications out of AOCI		(8	)		—			2			(6	)
Tax effect		(29	)		—			8			(21	)
Total other comprehensive income (loss), net of tax	$	88		$	14		$	(21	)	$	81

Reclassifications out of Accumulated Other Comprehensive Income (Loss)

The following table presents the effects of the reclassifications out of AOCI on the respective line items in the consolidated statements of income:

	Year ended December 31,
(in millions)	2022			2021			2020			Affected line items
Unrealized gains (losses) on debt securities:
Net realized (losses) gains on sales of debt      securities	$	(137	)	$	20		$	15		Net investment (losses) gains
Credit losses recognized on debt securities		—			—			(7	)	Net investment (losses) gains
Pretax total	$	(137	)	$	20		$	8
Tax effect	$	35		$	(5	)	$	(2	)
Pension benefit adjustment (1):
Amortization of net actuarial loss	$	(6	)	$	(7	)	$	(5	)	Other operating expenses
Amortization of prior service credit		—			1			3		Other operating expenses
Pretax total	$	(6	)	$	(6	)	$	(2	)
Tax effect	$	2		$	2		$	1

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Segment Financial Information (Tables)

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Schedule of Selected Financial Information

Selected financial information about the Company’s operations, by segment, for the years ended December 31, 2022, 2021 and 2020, is as follows:

	Revenues			Depreciation and amortization		Income (loss) before income taxes			Assets		Capital expenditures
	(in millions)
2022
Title Insurance and Services	$	7,547		$	162	$	758		$	13,911	$	271
Specialty Insurance		437			5		27			461		4
Corporate and Eliminations		(379	)		—		(459	)		583		—
	$	7,605		$	167	$	326		$	14,955	$	275
2021
Title Insurance and Services	$	8,320		$	152	$	1,358		$	15,058	$	168
Specialty Insurance		541			6		36			557		4
Corporate and Eliminations		360			—		248			836		—
	$	9,221		$	158	$	1,642		$	16,451	$	172
2020
Title Insurance and Services	$	6,535		$	141	$	1,026		$	11,922	$	117
Specialty Insurance		532			8		(25	)		645		4
Corporate and Eliminations		19			—		(78	)		229		—
	$	7,086		$	149	$	923		$	12,796	$	121

	Direct premiums and escrow fees		Agent premiums		Information and other			Net investment income			Net investment gains (losses)			Total Revenues
	(in millions)
2022
Title Insurance and Services	$	2,663	$	3,548	$	1,127		$	359		$	(150	)	$	7,547
Specialty Insurance		422		—		22			6			(13	)		437
Corporate and Eliminations		—		—		(1	)		(25	)		(353	)		(379	)
	$	3,085	$	3,548	$	1,148		$	340		$	(516	)	$	7,605
2021
Title Insurance and Services	$	3,100	$	3,757	$	1,203		$	188		$	72		$	8,320
Specialty Insurance		498		—		13			7			23			541
Corporate and Eliminations		—		—		(1	)		20			341			360
	$	3,598	$	3,757	$	1,215		$	215		$	436		$	9,221
2020
Title Insurance and Services	$	2,490	$	2,759	$	1,001		$	199		$	86		$	6,535
Specialty Insurance		498		—		13			9			12			532
Corporate and Eliminations		—		—		(1	)		13			7			19
	$	2,988	$	2,759	$	1,013		$	221		$	105		$	7,086

Schedule Of Revenues From External Customers And Long-Lived Assets

Domestic and foreign revenues from external customers for the title insurance and services segment are as follows:

	Year Ended December 31,
	2022				2021				2020
	Domestic		Foreign		Domestic		Foreign		Domestic		Foreign
	(in millions)
Revenues	$	7,131	$	416	$	7,872	$	448	$	6,193	$	342

Domestic and foreign long-lived assets for the title insurance and services segment are as follows:

	December 31,
	2022				2021				2020
	Domestic		Foreign		Domestic		Foreign		Domestic		Foreign
	(in millions)
Long-lived assets	$	1,001	$	51	$	945	$	51	$	957	$	60

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Basis of Presentation and Significant Accounting Policies (Narrative) (Detail) $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($) State	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Basis Of Presentation And Significant Accounting Policies [Line Items]
Number of states company issues title insurance policies | State	49
Number of states company issues home warranty contracts | State	35
Net investment (losses) gains (realized of $(85), $20, $15)	$ (516.0)	$ 436.0	$ 105.0
Non-Marketable Equity Securities	396.0	441.0
Equity method investments	78.0	78.0
Other assets	361.0	448.0
Accrued Interest Receivable	17.0	2.0
Accrued Interest Receivable On Debt Securities	38.0	34.0
Fair values of investments in debt securities for funding of statutory premium reserves and state deposits	86.0	91.0
Credit losses on notes receivable related to venture investment portfolio	$ 28.0
Period of mortgage loan sold description	Collections of the receivable balance occur upon sale of the underlying mortgage loan to investors in the secondary market, generally within 30 days and more typically in less than 10 days.
Impairment losses on property and equipment primarily related to impairments of internally developed software	$ 1.0	5.0	18.0
Impairment losses related to commercial real estate leases	$ 2.6		$ 1.0
Assessment to determine fair value	50.00%
Escrow deposits	$ 10,000.0	10,800.0
Like-kind exchange funds	2,800.0	6,000.0
Cash deposits with third party financial institutions	1,100.0	400.0
Mortgage subservicing deposits interest bearing	713.0	0.0
First American Trust
Basis Of Presentation And Significant Accounting Policies [Line Items]
Escrow deposits	4,600.0	4,800.0
Assets held-in-trust	4,100.0	$ 4,600.0
Mortgage subservicing deposits interest bearing	$ 700.0
Employee Stock Purchase Plan
Basis Of Presentation And Significant Accounting Policies [Line Items]
Employee stock purchase plan percentage of purchase price on closing price	85.00%	85.00%
Employee stock purchase plan percentage of discount purchase price on closing price	15.00%
Capitalized Real Estate
Basis Of Presentation And Significant Accounting Policies [Line Items]
Capitalized real estate estimated useful lives, years	15 years
Minimum
Basis Of Presentation And Significant Accounting Policies [Line Items]
Percentage of claim amounts known in the first few years of the policy life	70.00%
Minimum | Other Intangible Assets
Basis Of Presentation And Significant Accounting Policies [Line Items]
Other intangible assets estimated useful lives, years	1 year
Maximum
Basis Of Presentation And Significant Accounting Policies [Line Items]
Percentage of claim amounts known in the first few years of the policy life	80.00%
Percentage of total premiums assumed and ceded in connection with reinsurance	1.00%	1.00%	1.00%
Maximum | Other Intangible Assets
Basis Of Presentation And Significant Accounting Policies [Line Items]
Other intangible assets estimated useful lives, years	20 years
Buildings | Minimum
Basis Of Presentation And Significant Accounting Policies [Line Items]
Property, plant and equipment, estimated useful lives, years	3 years
Buildings | Maximum
Basis Of Presentation And Significant Accounting Policies [Line Items]
Property, plant and equipment, estimated useful lives, years	40 years
Furniture and Equipment | Minimum
Basis Of Presentation And Significant Accounting Policies [Line Items]
Property, plant and equipment, estimated useful lives, years	3 years
Furniture and Equipment | Maximum
Basis Of Presentation And Significant Accounting Policies [Line Items]
Property, plant and equipment, estimated useful lives, years	15 years
Leasehold Improvements
Basis Of Presentation And Significant Accounting Policies [Line Items]
Leasehold improvements, estimated useful lives	initially recorded at cost and are amortized over the lesser of the remaining term of the respective lease or the estimated useful life, using the straight-line method.
Capitalized Software Costs | Minimum
Basis Of Presentation And Significant Accounting Policies [Line Items]
Property, plant and equipment, estimated useful lives, years	1 year
Capitalized Software Costs | Maximum
Basis Of Presentation And Significant Accounting Policies [Line Items]
Property, plant and equipment, estimated useful lives, years	15 years
Title Insurance and Services
Basis Of Presentation And Significant Accounting Policies [Line Items]
Goodwill, impairment loss	$ 0.0	$ 0.0	$ 0.0
Operating Segments
Basis Of Presentation And Significant Accounting Policies [Line Items]
Net investment (losses) gains (realized of $(85), $20, $15)	516.0	436.0	105.0
Operating Segments | Specialty Insurance
Basis Of Presentation And Significant Accounting Policies [Line Items]
Net investment (losses) gains (realized of $(85), $20, $15)	$ 13.0	$ 23.0	$ 12.0

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Statutory Restrictions on Investments and Stockholders' Equity (Narrative) (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statutory Accounting Practices [Line Items]
Investments on deposit with state treasurers	$ 102	$ 108
Dividends available to parent from subsidiaries	689
Loans and advances available to parent from subsidiaries	113
Differences in state prescribed or permitted practices to NAIC Statutory Accounting	325	293
FATICO
Statutory Accounting Practices [Line Items]
Statutory surplus maintained by insurance subsidiary	1,500	1,700
Statutory net income of insurance subsidiary	$ 436	$ 654	$ 502

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Debt Securities (Investments in Debt Securities, Classified as Available-For-Sale) (Detail) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Available For Sale Securities [Line Items]
Debt Securities, Amortized cost	$ 9,170	$ 9,317
Debt Securities, Gross unrealized gains	9	127
Debt Securities, Gross unrealized losses	(1,009)	(82)
Debt securities, Estimated fair value	8,170	9,362
U.S. Treasury bonds
Schedule Of Available For Sale Securities [Line Items]
Debt Securities, Amortized cost	309	123
Debt Securities, Gross unrealized gains	1	1
Debt Securities, Gross unrealized losses	(7)	(1)
Debt securities, Estimated fair value	303	123
Municipal bonds
Schedule Of Available For Sale Securities [Line Items]
Debt Securities, Amortized cost	1,671	1,607
Debt Securities, Gross unrealized gains	3	59
Debt Securities, Gross unrealized losses	(195)	(17)
Debt securities, Estimated fair value	1,479	1,649
Foreign government bonds
Schedule Of Available For Sale Securities [Line Items]
Debt Securities, Amortized cost	208	228
Debt Securities, Gross unrealized gains	0	2
Debt Securities, Gross unrealized losses	(14)	(3)
Debt securities, Estimated fair value	194	227
Governmental agency bonds
Schedule Of Available For Sale Securities [Line Items]
Debt Securities, Amortized cost	248	175
Debt Securities, Gross unrealized gains	0	3
Debt Securities, Gross unrealized losses	(19)	(1)
Debt securities, Estimated fair value	229	177
Governmental agency mortgage-backed securities
Schedule Of Available For Sale Securities [Line Items]
Debt Securities, Amortized cost	5,253	5,620
Debt Securities, Gross unrealized gains	1	34
Debt Securities, Gross unrealized losses	(653)	(47)
Debt securities, Estimated fair value	4,601	5,607
U.S. corporate debt securities
Schedule Of Available For Sale Securities [Line Items]
Debt Securities, Amortized cost	1,004	1,071
Debt Securities, Gross unrealized gains	2	19
Debt Securities, Gross unrealized losses	(85)	(9)
Debt securities, Estimated fair value	921	1,081
Foreign corporate debt securities
Schedule Of Available For Sale Securities [Line Items]
Debt Securities, Amortized cost	477	493
Debt Securities, Gross unrealized gains	2	9
Debt Securities, Gross unrealized losses	(36)	(4)
Debt securities, Estimated fair value	$ 443	$ 498

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Debt Securities (Sales of Debt Securities) (Narrative) (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Investments, Debt and Equity Securities [Abstract]
Realized gains on sales of debt securities	$ 5	$ 29	$ 18
Realized losses on sales of debt securities	142	9	3
Proceeds from sales of debt securities	$ 1,753	$ 1,071	$ 759

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Debt Securities (Gross Unrealized Losses on Investments in Debt Securities) (Detail) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value, Less than 12 months	$ 3,865	$ 5,739
Unrealized losses, Less than 12 months	(267)	(80)
Estimated fair value, 12 months or longer	3,781	33
Unrealized losses, 12 months or longer	(742)	(2)
Estimated fair value, Total	7,646	5,772
Unrealized losses, Total	(1,009)	(82)
U.S. Treasury bonds
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value, Less than 12 months	108	76
Unrealized losses, Less than 12 months	(1)	(1)
Estimated fair value, 12 months or longer	50	0
Unrealized losses, 12 months or longer	(6)	0
Estimated fair value, Total	158	76
Unrealized losses, Total	(7)	(1)
Municipal bonds
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value, Less than 12 months	813	684
Unrealized losses, Less than 12 months	(56)	(17)
Estimated fair value, 12 months or longer	540	0
Unrealized losses, 12 months or longer	(139)	0
Estimated fair value, Total	1,353	684
Unrealized losses, Total	(195)	(17)
Foreign government bonds
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value, Less than 12 months	142	103
Unrealized losses, Less than 12 months	(6)	(1)
Estimated fair value, 12 months or longer	46	33
Unrealized losses, 12 months or longer	(8)	(2)
Estimated fair value, Total	188	136
Unrealized losses, Total	(14)	(3)
Governmental agency bonds
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value, Less than 12 months	173	73
Unrealized losses, Less than 12 months	(8)	(1)
Estimated fair value, 12 months or longer	56	0
Unrealized losses, 12 months or longer	(11)	0
Estimated fair value, Total	229	73
Unrealized losses, Total	(19)	(1)
Governmental agency mortgage-backed securities
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value, Less than 12 months	1,860	4,036
Unrealized losses, Less than 12 months	(141)	(47)
Estimated fair value, 12 months or longer	2,627	0
Unrealized losses, 12 months or longer	(512)	0
Estimated fair value, Total	4,487	4,036
Unrealized losses, Total	(653)	(47)
U.S. corporate debt securities
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value, Less than 12 months	528	533
Unrealized losses, Less than 12 months	(38)	(9)
Estimated fair value, 12 months or longer	325	0
Unrealized losses, 12 months or longer	(47)	0
Estimated fair value, Total	853	533
Unrealized losses, Total	(85)	(9)
Foreign corporate debt securities
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value, Less than 12 months	241	234
Unrealized losses, Less than 12 months	(17)	(4)
Estimated fair value, 12 months or longer	137	0
Unrealized losses, 12 months or longer	(19)	0
Estimated fair value, Total	378	234
Unrealized losses, Total	$ (36)	$ (4)

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Debt Securities (Investments in Debt Securities by Contractual Maturity) (Detail) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Available For Sale Securities [Line Items]
Debt securities, amortized cost	$ 9,170	$ 9,317
Debt securities, estimated fair value	8,170	9,362
U.S. Treasury bonds
Schedule Of Available For Sale Securities [Line Items]
Amortized cost, Due in one year or less	143
Amortized cost, Due after one through five years	141
Amortized cost, Due after five through ten years	6
Amortized cost, Due after ten years	19
Debt securities, amortized cost	309	123
Estimated fair value, Due in one year or less	143
Estimated fair value, Due after one through five years	137
Estimated fair value, Due after five through ten years	5
Estimated fair value, Due after ten years	18
Debt securities, estimated fair value	303	123
Municipal bonds
Schedule Of Available For Sale Securities [Line Items]
Amortized cost, Due in one year or less	21
Amortized cost, Due after one through five years	288
Amortized cost, Due after five through ten years	758
Amortized cost, Due after ten years	604
Debt securities, amortized cost	1,671	1,607
Estimated fair value, Due in one year or less	21
Estimated fair value, Due after one through five years	268
Estimated fair value, Due after five through ten years	669
Estimated fair value, Due after ten years	521
Debt securities, estimated fair value	1,479	1,649
Foreign government bonds
Schedule Of Available For Sale Securities [Line Items]
Amortized cost, Due in one year or less	36
Amortized cost, Due after one through five years	95
Amortized cost, Due after five through ten years	71
Amortized cost, Due after ten years	6
Debt securities, amortized cost	208	228
Estimated fair value, Due in one year or less	36
Estimated fair value, Due after one through five years	93
Estimated fair value, Due after five through ten years	60
Estimated fair value, Due after ten years	5
Debt securities, estimated fair value	194	227
Governmental agency bonds
Schedule Of Available For Sale Securities [Line Items]
Amortized cost, Due in one year or less	26
Amortized cost, Due after one through five years	157
Amortized cost, Due after five through ten years	7
Amortized cost, Due after ten years	58
Debt securities, amortized cost	248	175
Estimated fair value, Due in one year or less	25
Estimated fair value, Due after one through five years	151
Estimated fair value, Due after five through ten years	6
Estimated fair value, Due after ten years	47
Debt securities, estimated fair value	229	177
U.S. corporate debt securities
Schedule Of Available For Sale Securities [Line Items]
Amortized cost, Due in one year or less	55
Amortized cost, Due after one through five years	687
Amortized cost, Due after five through ten years	199
Amortized cost, Due after ten years	63
Debt securities, amortized cost	1,004	1,071
Estimated fair value, Due in one year or less	54
Estimated fair value, Due after one through five years	629
Estimated fair value, Due after five through ten years	186
Estimated fair value, Due after ten years	52
Debt securities, estimated fair value	921	1,081
Foreign corporate debt securities
Schedule Of Available For Sale Securities [Line Items]
Amortized cost, Due in one year or less	20
Amortized cost, Due after one through five years	300
Amortized cost, Due after five through ten years	116
Amortized cost, Due after ten years	41
Debt securities, amortized cost	477	493
Estimated fair value, Due in one year or less	20
Estimated fair value, Due after one through five years	280
Estimated fair value, Due after five through ten years	107
Estimated fair value, Due after ten years	36
Debt securities, estimated fair value	443	$ 498
Debt Securities Excluding Mortgage Backed Securities
Schedule Of Available For Sale Securities [Line Items]
Amortized cost, Due in one year or less	301
Amortized cost, Due after one through five years	1,668
Amortized cost, Due after five through ten years	1,157
Amortized cost, Due after ten years	791
Debt securities, amortized cost	3,917
Estimated fair value, Due in one year or less	299
Estimated fair value, Due after one through five years	1,558
Estimated fair value, Due after five through ten years	1,033
Estimated fair value, Due after ten years	679
Debt securities, estimated fair value	3,569
Total Mortgage-Backed Securities
Schedule Of Available For Sale Securities [Line Items]
Amortized cost	5,253
Estimated fair value	$ 4,601

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Debt Securities (Composition of Debt Securities Portfolio by Credit Rating Agencies) (Detail) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	$ 8,170	$ 9,362
U.S. Treasury bonds
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	303	123
Municipal bonds
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	1,479	1,649
Foreign government bonds
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	194	227
Governmental agency bonds
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	229	177
Governmental agency mortgage-backed securities
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	4,601	5,607
U.S. corporate debt securities
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	921	1,081
Foreign corporate debt securities
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	443	$ 498
Investment Grade | A- or higher
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	$ 7,377
Percentage of debt securities by credit rating agencies	90.30%
Investment Grade | BBB+ to BBB-
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	$ 622
Percentage of debt securities by credit rating agencies	7.60%
Investment Grade | U.S. Treasury bonds | A- or higher
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	$ 303
Percentage of debt securities by credit rating agencies	100.00%
Investment Grade | U.S. Treasury bonds | BBB+ to BBB-
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	$ 0
Percentage of debt securities by credit rating agencies	0.00%
Investment Grade | Municipal bonds | A- or higher
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	$ 1,432
Percentage of debt securities by credit rating agencies	96.80%
Investment Grade | Municipal bonds | BBB+ to BBB-
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	$ 47
Percentage of debt securities by credit rating agencies	3.20%
Investment Grade | Foreign government bonds | A- or higher
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	$ 190
Percentage of debt securities by credit rating agencies	98.00%
Investment Grade | Foreign government bonds | BBB+ to BBB-
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	$ 2
Percentage of debt securities by credit rating agencies	1.00%
Investment Grade | Governmental agency bonds | A- or higher
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	$ 229
Percentage of debt securities by credit rating agencies	100.00%
Investment Grade | Governmental agency bonds | BBB+ to BBB-
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	$ 0
Percentage of debt securities by credit rating agencies	0.00%
Investment Grade | Governmental agency mortgage-backed securities | A- or higher
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	$ 4,601
Percentage of debt securities by credit rating agencies	100.00%
Investment Grade | Governmental agency mortgage-backed securities | BBB+ to BBB-
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	$ 0
Percentage of debt securities by credit rating agencies	0.00%
Investment Grade | U.S. corporate debt securities | A- or higher
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	$ 429
Percentage of debt securities by credit rating agencies	46.60%
Investment Grade | U.S. corporate debt securities | BBB+ to BBB-
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	$ 362
Percentage of debt securities by credit rating agencies	39.30%
Investment Grade | Foreign corporate debt securities | A- or higher
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	$ 193
Percentage of debt securities by credit rating agencies	43.60%
Investment Grade | Foreign corporate debt securities | BBB+ to BBB-
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	$ 211
Percentage of debt securities by credit rating agencies	47.60%
Non-Investment Grade
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	$ 171
Percentage of debt securities by credit rating agencies	2.10%
Non-Investment Grade | U.S. Treasury bonds
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	$ 0
Percentage of debt securities by credit rating agencies	0.00%
Non-Investment Grade | Municipal bonds
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	$ 0
Percentage of debt securities by credit rating agencies	0.00%
Non-Investment Grade | Foreign government bonds
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	$ 2
Percentage of debt securities by credit rating agencies	1.00%
Non-Investment Grade | Governmental agency bonds
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	$ 0
Percentage of debt securities by credit rating agencies	0.00%
Non-Investment Grade | Governmental agency mortgage-backed securities
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	$ 0
Percentage of debt securities by credit rating agencies	0.00%
Non-Investment Grade | U.S. corporate debt securities
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	$ 130
Percentage of debt securities by credit rating agencies	14.10%
Non-Investment Grade | Foreign corporate debt securities
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	$ 39
Percentage of debt securities by credit rating agencies	8.80%

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Debt Securities (Debt Securities Investment Portfolio) (Narrative) (Detail) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	$ 8,170	$ 9,362
Bank Loans
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	126
High Yield Corporate Debt Securities
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	44
Emerging Market Securities
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	54
Non-Investment Grade
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	171
Non-Investment Grade | Bank Loans
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	121
Non-Investment Grade | Emerging Market Securities
Schedule Of Available For Sale Securities [Line Items]
Debt securities, Estimated fair value	$ 6

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Debt Securities (Composition of Debt Securities Portfolio in Unrealized Loss Position by Credit Rating Agencies) (Detail) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	$ 7,646	$ 5,772
Investment Grade | A- or higher
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	$ 6,953
Percentage of debt securities in unrealized loss position	90.90%
Investment Grade | BBB+ to BBB-
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	$ 541
Percentage of debt securities in unrealized loss position	7.10%
Non-Investment Grade
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	$ 152
Percentage of debt securities in unrealized loss position	2.00%
U.S. Treasury bonds
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	$ 158	76
U.S. Treasury bonds | Investment Grade | A- or higher
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	$ 158
Percentage of debt securities in unrealized loss position	100.00%
U.S. Treasury bonds | Investment Grade | BBB+ to BBB-
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	$ 0
Percentage of debt securities in unrealized loss position	0.00%
U.S. Treasury bonds | Non-Investment Grade
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	$ 0
Percentage of debt securities in unrealized loss position	0.00%
Municipal bonds
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	$ 1,353	684
Municipal bonds | Investment Grade | A- or higher
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	$ 1,315
Percentage of debt securities in unrealized loss position	97.20%
Municipal bonds | Investment Grade | BBB+ to BBB-
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	$ 38
Percentage of debt securities in unrealized loss position	2.80%
Municipal bonds | Non-Investment Grade
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	$ 0
Percentage of debt securities in unrealized loss position	0.00%
Foreign government bonds
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	$ 188	136
Foreign government bonds | Investment Grade | A- or higher
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	$ 184
Percentage of debt securities in unrealized loss position	97.90%
Foreign government bonds | Investment Grade | BBB+ to BBB-
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	$ 1
Percentage of debt securities in unrealized loss position	0.50%
Foreign government bonds | Non-Investment Grade
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	$ 3
Percentage of debt securities in unrealized loss position	1.60%
Governmental agency bonds
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	$ 229	73
Governmental agency bonds | Investment Grade | A- or higher
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	$ 229
Percentage of debt securities in unrealized loss position	100.00%
Governmental agency bonds | Investment Grade | BBB+ to BBB-
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	$ 0
Percentage of debt securities in unrealized loss position	0.00%
Governmental agency bonds | Non-Investment Grade
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	$ 0
Percentage of debt securities in unrealized loss position	0.00%
Governmental agency mortgage-backed securities
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	$ 4,487	4,036
Governmental agency mortgage-backed securities | Investment Grade | A- or higher
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	$ 4,487
Percentage of debt securities in unrealized loss position	100.00%
Governmental agency mortgage-backed securities | Investment Grade | BBB+ to BBB-
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	$ 0
Governmental agency mortgage-backed securities | Non-Investment Grade
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	$ 0
Percentage of debt securities in unrealized loss position	0.00%
U.S. corporate debt securities
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	$ 853	533
U.S. corporate debt securities | Investment Grade | A- or higher
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	$ 411
Percentage of debt securities in unrealized loss position	48.20%
U.S. corporate debt securities | Investment Grade | BBB+ to BBB-
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	$ 327
Percentage of debt securities in unrealized loss position	38.30%
U.S. corporate debt securities | Non-Investment Grade
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	$ 115
Percentage of debt securities in unrealized loss position	13.50%
Foreign corporate debt securities
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	$ 378	$ 234
Foreign corporate debt securities | Investment Grade | A- or higher
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	$ 169
Percentage of debt securities in unrealized loss position	44.70%
Foreign corporate debt securities | Investment Grade | BBB+ to BBB-
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	$ 175
Percentage of debt securities in unrealized loss position	46.30%
Foreign corporate debt securities | Non-Investment Grade
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	$ 34
Percentage of debt securities in unrealized loss position	9.00%

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Debt Securities (Debt Securities in Unrealized Loss Position) (Narrative) (Detail) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	$ 7,646	$ 5,772
Bank Loans
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	107
Emerging Market Securities
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	53
Non-Investment Grade
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	152
Non-Investment Grade | Bank Loans
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	102
Non-Investment Grade | High Yield Corporate Debt Securities
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	44
Non-Investment Grade | Emerging Market Securities
Schedule Of Available For Sale Securities [Line Items]
Estimated fair value of debt securities, Unrealized loss position	$ 6

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Equity Securities - (Summary of Investments in Equity Securities, by Classification) (Detail) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Investments, Debt and Equity Securities [Abstract]
Marketable equity securities	$ 280	$ 657
Non-Marketable Equity Securities	396	441
Equity method investments	78	78
Equity Securities	$ 754	$ 1,176

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Equity Securities - (Summary of Investments in Marketable Equity Securities) (Detail) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Trading Securities And Other Trading Assets [Line Items]
Equity securities, Cost	$ 339	$ 435
Equity securities, Unrealized gains (losses)	(59)	222
Equity securities, Estimated fair value	280	657
Common Stock
Schedule Of Trading Securities And Other Trading Assets [Line Items]
Equity securities, Cost	324	418
Equity securities, Unrealized gains (losses)	(55)	222
Equity securities, Estimated fair value	269	640
Preferred Stock
Schedule Of Trading Securities And Other Trading Assets [Line Items]
Equity securities, Cost	15	17
Equity securities, Unrealized gains (losses)	(4)	0
Equity securities, Estimated fair value	$ 11	$ 17

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Equity Securities (Narrative) (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Schedule Of Investments [Line Items]
Realized and unrealized net gains on equity securities	$ (263)	$ 184
Net unrealized gains on equity securities	(237)	172
Non-Marketable Equity Securities	396	441
Cash proceeds from sale of equity securities	241	172	$ 103
Offerpad Inc [Member]
Schedule Of Investments [Line Items]
Net unrealized losses on equity securities	191
Net unrealized gains on equity securities		121
Non Marketable Equity Securities
Schedule Of Investments [Line Items]
Cost	307	215
Non-Marketable Equity Securities	396	441
Net unrealized losses on equity securities	153
Net unrealized gains on equity securities	16	$ 210
Recognized impairment charges of investments	140
Realized gain on securities	52
Cash proceeds from sale of equity securities	$ 63

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Equity Securities - (Summary of Investments in Non Marketable Equity Securities) (Detail) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Equity Securities Without Readily Determinable Fair Value [Line Items]
Carrying amount	$ 396	$ 441
Non Marketable Equity Securities
Equity Securities Without Readily Determinable Fair Value [Line Items]
Cost	307	215
Unrealized gains	89	226
Carrying amount	$ 396	$ 441

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Allowance for Credit Losses - Summary of Allowance for Credit Losses on Accounts Receivables (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Receivables [Abstract]
Balance at beginning of period	$ 14	$ 14
Provision for expected credit losses	11	4
Write-offs/recoveries	(4)	(4)
Balance at end of period	$ 21	$ 14

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Property and Equipment (Schedule of Property and Equipment) (Detail) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Land	$ 27	$ 24
Buildings	189	185
Leasehold improvements	72	70
Furniture and equipment	230	215
Capitalized software	1,059	884
Property and equipment, Gross	1,577	1,378
Accumulated depreciation and amortization	(940)	(872)
Property and equipment, Total	$ 637	$ 506

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Leases - Summary of Lease Assets and Liabilities (Detail) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Assets
Operating lease assets	$ 248	$ 249
Finance lease assets	$ 3	$ 2
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other assets	Other assets
Total lease assets	$ 251	$ 251
Liabilities
Operating lease liabilities	269	274
Finance lease liabilities	$ 3	$ 3
Finance Lease, Liability, Statement of Financial Position [Extensible List]	Notes and contracts payable	Notes and contracts payable
Total lease liabilities	$ 272	$ 277

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Leases - Summary of Components of Lease Expense (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Finance lease cost:
Net lease cost	$ 131	$ 118	$ 121
Other Operating Income (Expense)
Lessee Lease Description [Line Items]
Operating lease cost	93	86	89
Finance lease cost:
Variable lease cost	34	31	32
Short-term lease cost	3	2	1
Depreciation And Amortization
Finance lease cost:
Amortization of lease assets	2	2	2
Information And Other
Finance lease cost:
Sublease income	$ (1)	$ (3)	$ (3)

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Leases - Schedule of Future Minimum Lease Payments Under Operating and Finance Lease with Noncancelable Lease Terms (Detail) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Operating Leases Maturities
Operating Leases, 2023	$ 86
Operating Leases, 2024	71
Operating Leases, 2025	55
Operating Leases, 2026	38
Operating Leases, 2027	21
Operating Leases, Thereafter	17
Operating Leases, Total lease payments	288
Operating Lease, Interest	(19)
Operating Leases, Present value of lease liabilities	269	$ 274
Finance Leases Maturities
Finance Leases, 2023	1
Finance Leases, 2024	1
Finance Leases, 2025	1
Finance Leases, 2026	0
Finance Leases, 2027	0
Finance Leases, Thereafter	0
Finance Leases, Total lease payments	3
Finance Leases, Interest	0
Finance Leases, Present value of lease liabilities	3	3
Operating and Finance Leases Maturities
Total, 2023	87
Total, 2024	72
Total, 2025	56
Total, 2026	38
Total, 2027	21
Total, Thereafter	17
Total lease payments	291
Total, Interest	19
Total, Present value of lease liabilities	$ 272	$ 277

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Leases - Schedule of Information Related to Lease Terms and Discount Rate (Detail)	Dec. 31, 2022	Dec. 31, 2021
Weighted-average remaining lease terms (years):
Operating leases	4 years	4 years
Finance leases	2 years	2 years
Weighted-average discount rates:
Operating leases	3.34%	3.40%
Finance leases	3.23%	3.96%

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Leases - Schedule of Cash Flow Information Related to Lease Liabilities (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Lessee Disclosure [Abstract]
Cash paid for amounts included in the measurement of lease liabilities, Operating cash flows from operating leases	$ 96	$ 90	$ 93
Cash paid for amounts included in the measurement of lease liabilities, Financing cash flows from finance leases	2	2	2
Operating lease assets obtained in exchange for new operating lease liabilities	66	59	54
Finance lease assets obtained in exchange for new finance lease liabilities	$ 3	$ 0	$ 1

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Goodwill (Carrying Amount of Goodwill by Reportable Segment) (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Line Items]
Goodwill, Beginning Balance	$ 1,588	$ 1,379
Acquisitions	217	209
Transfers	0
Foreign currency translation	(7)
Accumulated impairment losses Ending Balance	(34)
Goodwill, Ending Balance	1,798	1,588
Title Insurance and Services
Goodwill [Line Items]
Goodwill, Beginning Balance	1,575	1,366
Acquisitions	217	209
Transfers	(28)
Foreign currency translation	(7)
Accumulated impairment losses Ending Balance	0
Goodwill, Ending Balance	1,757	1,575
Specialty Insurance
Goodwill [Line Items]
Goodwill, Beginning Balance	13	13
Acquisitions	0	0
Transfers	28
Foreign currency translation	0
Accumulated impairment losses Ending Balance	(34)
Goodwill, Ending Balance	$ 41	$ 13

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Other Intangible Assets - Schedule of Other Intangible Assets (Detail) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Intangible Assets Net Excluding Goodwill [Abstract]
Customer relationships	$ 191	$ 203
Noncompete agreements	34	49
Trademarks	70	32
Internal-use software licenses	24	21
Patents	3	3
Finite-lived intangible assets, gross	177	201
Accumulated amortization	(145)	(107)
Finite-lived intangible assets, net	322	308
Licenses	17	17
Other intangibles assets, net	$ 194	$ 218

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Other Intangible Assets - Narrative) (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Intangible Assets Net Excluding Goodwill [Abstract]
Amortization expense	$ 54	$ 51	$ 43

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Other Intangible Assets - Estimated Amortization Expense for Finite-Lived Intangible Assets (Detail) $ in Millions	Dec. 31, 2022 USD ($)
Intangible Assets Net Excluding Goodwill [Abstract]
2023	$ 46
2024	33
2025	26
2026	26
2027	$ 11

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Deposits (Escrow, Mortgage Subserving, and Other Deposits) (Detail) - USD ($) $ in Millions		Dec. 31, 2022	Dec. 31, 2021
Banking And Thrifts [Abstract]
Interest bearing		$ 2,542	$ 2,792
Non-interest bearing		2,077	2,083
Escrow accounts		4,619	4,875
Interest bearing		713	0
Business checking and other deposits (1)	[1]	188	194
Deposits, Total		$ 5,520	$ 5,069
Weighted average interest rate, Interest bearing deposit accounts		0.50%	0.10%

[1] Accounts are primarily non-interest bearing.

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Reserve for Known and Incurred but Not Reported Claims (Activity in Reserve for Known and Incurred but Not Reported Claims) (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward]
Balance at beginning of year	$ 1,284	$ 1,178	$ 1,063
Provision related to current year	468	570	532
Provision related to prior years	18	19	48
Total Provision	486	589	580
Payments, net of recoveries, related to: Current year	227	292	268
Payments, net of recoveries, related to: Prior years	207	190	203
Total Payments, net of recoveries	434	482	471
Other	(11)	(1)	6
Balance at end of year	$ 1,325	$ 1,284	$ 1,178

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Reserve for Known and Incurred but Not Reported Claims (Narrative) (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Reserve For Known And Incurred But Not Reported Claims [Line Items]
Payments, net of recoveries, related to: Current year	$ 227	$ 292	$ 268
Payments, net of recoveries, related to: Prior years	$ 207	$ 190	$ 203
Provision for title loss, percentage of title premiums and escrow fees	4.00%	4.00%	5.00%
Ultimate loss rate	4.00%	4.00%	4.50%
Estimated percentage increase in loss reserve for prior policy years			0.50%
Estimated increase in loss reserve for prior policy years	$ 0	$ 0	$ 26

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Reserve for Known and Incurred but Not Reported Claims (Summary of Loss Reserves) (Detail) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Insurance [Abstract]
Known title claims, amount	$ 62	$ 67
IBNR title claims, amount	1,207	1,143
Total title claims, amount	1,269	1,210
Non-title claims, amount	56	74
Total loss reserves, amount	$ 1,325	$ 1,284	$ 1,178	$ 1,063
Known title claims, percent	4.70%	5.20%
IBNR title claims, percent	91.10%	89.00%
Total title claims, percent	95.80%	94.20%
Non-title claims, percent	4.20%	5.80%
Total loss reserves	100.00%	100.00%

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Reserve for Known and Incurred but Not Reported Claims - Summary of Incurred and Paid Claims Development Net of Reinsurance (Detail) Claim in Millions, $ in Millions	Dec. 31, 2022 USD ($) Claim	Dec. 31, 2021 USD ($)	[1]	Dec. 31, 2020 USD ($)	[1]	Dec. 31, 2019 USD ($)	[1]	Dec. 31, 2018 USD ($)	[1]	Dec. 31, 2017 USD ($)	[1]	Dec. 31, 2016 USD ($)	[1]	Dec. 31, 2015 USD ($)	[1]	Dec. 31, 2014 USD ($)	[1]	Dec. 31, 2013 USD ($)	[1]
Claims Development [Line Items]
Incurred claims and allocated claim adjustment expenses	$ 1,712
Cumulative paid claims and allocated claim adjustment expenses	1,693
All outstanding liabilities before 2013	0
Liabilities for claims and claims adjustment expenses	56
Home warranty
Claims Development [Line Items]
Liabilities for claims and claims adjustment expenses	19
Accident Year 2013 [Member]
Claims Development [Line Items]
Incurred claims and allocated claim adjustment expenses	$ 124	$ 124		$ 124		$ 124		$ 124		$ 124		$ 124		$ 124		$ 124		$ 124
Cumulative number of reported claims | Claim	0.7
Cumulative paid claims and allocated claim adjustment expenses	$ 124	124		124		124		124		124		124		124		124		$ 111
Accident Year 2014 [Member]
Claims Development [Line Items]
Incurred claims and allocated claim adjustment expenses	$ 124	124		124		124		124		124		124		124		124
Cumulative number of reported claims | Claim	0.8
Cumulative paid claims and allocated claim adjustment expenses	$ 124	124		124		124		124		124		124		124		$ 111
Accident Year 2015 [Member]
Claims Development [Line Items]
Incurred claims and allocated claim adjustment expenses	$ 144	144		144		144		144		144		144		144
Cumulative number of reported claims | Claim	0.9
Cumulative paid claims and allocated claim adjustment expenses	$ 144	144		144		144		144		144		144		$ 129
Accident Year 2016 [Member]
Claims Development [Line Items]
Incurred claims and allocated claim adjustment expenses	$ 173	173		173		173		173		173		173
Cumulative number of reported claims | Claim	1.0
Cumulative paid claims and allocated claim adjustment expenses	$ 173	173		173		173		173		173		$ 155
Accident Year 2017 [Member]
Claims Development [Line Items]
Incurred claims and allocated claim adjustment expenses	$ 167	167		167		167		167		167
Cumulative number of reported claims | Claim	1.0
Cumulative paid claims and allocated claim adjustment expenses	$ 167	167		167		167		167		$ 151
Accident Year 2018 [Member]
Claims Development [Line Items]
Incurred claims and allocated claim adjustment expenses	$ 180	180		180		180		180
Cumulative number of reported claims | Claim	1.1
Cumulative paid claims and allocated claim adjustment expenses	$ 180	180		180		180		$ 163
Accident Year 2019 [Member]
Claims Development [Line Items]
Incurred claims and allocated claim adjustment expenses	$ 174	174		174		174
Cumulative number of reported claims | Claim	1.1
Cumulative paid claims and allocated claim adjustment expenses	$ 174	174		174		$ 159
Accident Year 2020 [Member]
Claims Development [Line Items]
Incurred claims and allocated claim adjustment expenses	$ 197	197		197
Cumulative number of reported claims | Claim	1.2
Cumulative paid claims and allocated claim adjustment expenses	$ 197	197		$ 178
Accident Year 2021 [Member]
Claims Development [Line Items]
Incurred claims and allocated claim adjustment expenses	$ 218	218
Cumulative number of reported claims | Claim	1.2
Cumulative paid claims and allocated claim adjustment expenses	$ 218	$ 199
Accident Year 2022 [Member]
Claims Development [Line Items]
Incurred claims and allocated claim adjustment expenses	$ 211
Cumulative number of reported claims | Claim	1.1
Cumulative paid claims and allocated claim adjustment expenses	$ 192

[1] Amounts unaudited.

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Reserve for Known and Incurred but Not Reported Claims - Reconciliation of the Net Incurred and Paid Claims Development Tables to the Liability for Claims and Claim Adjustment Expense (Detail) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Claims Development [Line Items]
Liability for unpaid claims and claim adjustment expenses - short-duration	$ 56
Title insurance	1,269	$ 1,210
Total loss reserves, amount	1,325	$ 1,284	$ 1,178	$ 1,063
Property and casualty insurance
Claims Development [Line Items]
Liability for unpaid claims and claim adjustment expenses - short-duration	37
Home warranty
Claims Development [Line Items]
Liability for unpaid claims and claim adjustment expenses - short-duration	$ 19

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Reserve for Known and Incurred but Not Reported Claims - Schedule of Supplementary Information about Average Historical Claims (Detail)	Dec. 31, 2022
Short-Duration Insurance Contracts, Liability for Unpaid Claims and Allocated Claim Adjustment Expense, Net [Abstract]
Average annual percentage payout of incurred claims by age, Year 1	90.30%
Average annual percentage payout of incurred claims by age, Year 2	9.70%
Average annual percentage payout of incurred claims by age, Year 3	0.00%
Average annual percentage payout of incurred claims by age, Year 4	0.00%
Average annual percentage payout of incurred claims by age, Year 5	0.00%
Average annual percentage payout of incurred claims by age, Year 6	0.00%
Average annual percentage payout of incurred claims by age, Year 7	0.00%
Average annual percentage payout of incurred claims by age, Year 8	0.00%
Average annual percentage payout of incurred claims by age, Year 9	0.00%
Average annual percentage payout of incurred claims by age, Year 10	0.00%

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Notes and Contracts Payable (Schedule of Notes and Contracts Payable) (Detail) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Trust deed note due November 1, 2023, collateralized by land and buildings with net book values of $36 and $37 at December 31, 2022 and 2021, respectively, fixed interest rate of 5.26%	$ 4	$ 8
Other notes and contracts payable with maturities through 2027, weighted-average interest rates of 3.30% and 4.21% at December 31, 2022 and 2021, respectively	4	4
Debt And Capital Lease Obligations Before Discounts Premiums Debt Issuance Costs	1,658	1,662
Unamortized discounts and debt issuance costs	(12)	(14)
Notes and contracts payable net of unamortized discount and debt issuance costs	1,646	1,648
2.40% unsecured notes
Debt Instrument [Line Items]
Senior unsecured notes	650	650
4.00% unsecured notes
Debt Instrument [Line Items]
Senior unsecured notes	450	450
4.60% unsecured notes
Debt Instrument [Line Items]
Senior unsecured notes	300	300
4.30% unsecured notes
Debt Instrument [Line Items]
Senior unsecured notes	$ 250	$ 250

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Notes and Contracts Payable (Schedule of Notes and Contracts Payable) (Parenthetical) (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Senior Notes | 2.40% unsecured notes
Debt Instrument [Line Items]
Senior unsecured notes maturity date	Aug. 15, 2031
Effective interest rate	2.44%
Senior Notes | 4.00% unsecured notes
Debt Instrument [Line Items]
Senior unsecured notes maturity date	May 15, 2030
Effective interest rate	4.05%
Senior Notes | 4.60% unsecured notes
Debt Instrument [Line Items]
Senior unsecured notes maturity date	Nov. 15, 2024
Effective interest rate	4.60%
Senior Notes | 4.30% unsecured notes
Debt Instrument [Line Items]
Senior unsecured notes maturity date	Feb. 01, 2023
Effective interest rate	4.35%
Mortgages
Debt Instrument [Line Items]
Maturity year	Nov. 01, 2023
Collateral value	$ 36	$ 37
Fixed interest rate	5.26%
Notes Payable, Other Payables
Debt Instrument [Line Items]
Other notes and contracts payable maturities in year	2027
Weighted-average interest rate	3.30%	4.21%

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Notes and Contracts Payable (Narrative) (Detail) - USD ($) $ in Millions		1 Months Ended	12 Months Ended
	Feb. 01, 2023	Apr. 30, 2019	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Line Of Credit Facility Maximum Increase In Revolving Credit Expansion Option		$ 350
Long-term Line of Credit			$ 0
Revolving loans, interest rate description			At the Company’s election, borrowings of revolving loans under the credit agreement bear interest at (a) the Alternate Base Rate plus the applicable spread or (b) until LIBOR is discontinued, the Adjusted LIBOR rate plus the applicable spread (in each case as defined in the credit agreement). The Company may select interest periods of one, two, three or six months or (if agreed to by all lenders) such other number of months for Eurodollar borrowings of loans. The applicable spread varies depending upon the debt rating assigned by Moody’s Investor Service, Inc., Standard & Poor’s Rating Services and/or Fitch Ratings Inc. The minimum applicable spread for Alternate Base Rate borrowings is 0.25% and the maximum is 1.00%. The minimum applicable spread for Adjusted LIBOR rate borrowings is 1.25% and the maximum is 2.00%. The rate of interest on any term loans incurred in connection with the expansion option will be established at or about the time such loans are made and may differ from the rate of interest on revolving loans.
Line of Credit Facility, Covenant Compliance			The credit agreement includes representations and warranties, reporting covenants, affirmative covenants, negative covenants, financial covenants and events of default customary for financings of this type. Upon the occurrence of an event of default the lenders may accelerate the loans. Upon the occurrence of certain insolvency and bankruptcy events of default the loans will automatically accelerate. As of December 31, 2022, the Company was in compliance with the financial covenants under the credit agreement.
Base Rate | Minimum
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate			0.25%
Base Rate | Maximum
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate			1.00%
London Interbank Offered Rate (LIBOR) | Minimum
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate			1.25%
London Interbank Offered Rate (LIBOR) | Maximum
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate			2.00%
Unsecured Debt | JPMorgan Chase Bank, N.A
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity		$ 700
Line of Credit Facility, Expiration Date		Apr. 30, 2024
2.40% unsecured notes
Debt Instrument [Line Items]
Senior unsecured notes			$ 650	$ 650
2.40% unsecured notes | Subsequent Event
Debt Instrument [Line Items]
Fixed interest rate	4.30%
Debt repaid	$ 250

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Notes and Contracts Payable (Aggregate Annual Maturities of Notes and Contracts Payable) (Detail) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Maturities of Long-term Debt [Abstract]
2023	$ 256
2024	301
2025	1
2026	0
2027	0
Thereafter	1,100
Debt And Capital Lease Obligations Before Discounts Premiums Debt Issuance Costs	$ 1,658	$ 1,662

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Net Investment Income (Schedule of Net Investment Income) (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Schedule Of Investment Income Reported Amounts By Category [Line Items]
Total investment income	$ 343	$ 218	$ 225
Deposits and other investments	135	47	69
Deferred compensation plan assets	(25)	19	13
Equity in earnings of affiliates, net	11	7	6
Other	7	1	0
Investment expenses	(3)	(3)	(4)
Net investment income	340	215	221
Debt Securities
Schedule Of Investment Income Reported Amounts By Category [Line Items]
Total investment income	206	133	126
Equity Securities
Schedule Of Investment Income Reported Amounts By Category [Line Items]
Total investment income	$ 9	$ 11	$ 11

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Income Taxes (Narrative) (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Line Items]
Income (loss) before noncontrolling interests, Domestic	$ 268	$ 1,500	$ 850
Income (loss) before noncontrolling interests, Foreign	$ 58	$ 93	$ 73
Federal income tax rates	21.00%	21.00%	21.00%
Effective income tax rates	18.70%	23.90%	24.10%
Payroll taxes	$ 0	$ 5
Tax benefits recorded	2	2	$ 4
Foreign tax credit carryover net of valuation allowance	4
Operating loss carryforwards, amount	196
Operating loss carryforwards, indefinite expiration, amount	107
Deferred tax asset valuation allowance	7	8
Liability for income taxes associated with uncertain tax positions	3	8	7	$ 1
Offsetting tax benefits related to uncertain tax positions	2	3	2
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	$ 0	0	0
Unrecognized tax positions increase decrease, months	It is reasonably possible that the amount of the unrecognized benefit with respect to certain of the Company’s unrecognized tax positions may increase or decrease within the next 12 months. Any such change may be the result of ongoing audits or the expiration of federal and state statutes of limitations for the assessment of taxes.
Deferred Tax Assets Valuation Allowances On Net Operating Loss Carryforwards
Income Tax Disclosure [Line Items]
Deferred tax asset valuation allowance	$ 6	7
Deferred Tax Assets Valuation Allowances On Other Deferred Tax Assets
Income Tax Disclosure [Line Items]
Deferred tax asset valuation allowance	1	$ 1
Federal
Income Tax Disclosure [Line Items]
Operating loss carryforwards, amount	85
State and Local Jurisdiction
Income Tax Disclosure [Line Items]
Operating loss carryforwards, amount	86
Foreign Tax Authority
Income Tax Disclosure [Line Items]
Operating loss carryforwards, amount	$ 25
Coronavirus Aid Relief And Economic Security Act
Income Tax Disclosure [Line Items]
Deferred payroll taxes remittance payment period description	The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was signed into law in 2020, allowed employers to defer payment of a portion of payroll taxes otherwise due on wages paid between the enactment date and December 31, 2020 and remit the deferred payroll taxes on December 31, 2021 and December 31, 2022.
Deferred payroll taxes			49
Payroll taxes	$ 0		$ 12

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Income Taxes - Summary of Tax Expenses (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Current Federal	$ 132	$ 244	$ 191
Current State	19	37	27
Current foreign	18	20	12
Current Income Tax Expense (Benefit), Total	169	301	230
Deferred Federal	(80)	65	(18)
Deferred State	(25)	24	1
Deferred Foreign	(3)	3	10
Deferred Income Tax Expense (Benefit), Total	(108)	92	(7)
Income tax	$ 61	$ 393	$ 223

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Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Taxes calculated at federal rate	$ 68	$ 345	$ 194
State taxes, net of federal benefit	(5)	48	22
Change in liability for tax positions	(1)	0	0
Foreign income taxed at different rates	2	1	5
Unremitted foreign earnings	0	1	(2)
Other items, net	(3)	(2)	4
Income tax	$ 61	$ 393	$ 223
Federal income tax rates	21.00%	21.00%	21.00%
State taxes, net of federal benefit	(1.50%)	2.90%	2.40%
Change in liability for tax positions	(0.30%)	0.00%	0.00%
Foreign income taxed at different rates	0.60%	0.10%	0.60%
Unremitted foreign earnings	0.00%	0.10%	(0.20%)
Other items, net	(1.10%)	(0.20%)	0.30%
Income tax	18.70%	23.90%	24.10%

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Income Taxes - Net Deferred Tax Liability (Detail) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Components of Deferred Tax Assets and Liabilities [Abstract]
Deferred revenue	$ 8	$ 11
Employee benefits	97	102
Bad debt reserves	12	7
Pension	13	30
Net operating loss carryforward	29	10
Foreign tax credit	5	4
Operating lease liabilities	59	58
Payroll taxes	0	5
Securities	264	0
Other	10	6
Deferred tax assets before valuation allowance	497	233
Valuation allowance	(7)	(8)
Deferred tax assets	490	225
Depreciable and amortizable assets	282	274
Claims and related salvage	82	89
Investments in affiliates	26	63
Securities	0	65
Operating lease assets	53	52
Unremitted foreign earnings	12	13
Deferred tax liabilities	455	556
Net deferred tax asset	$ 35
Net deferred tax liability		$ 331

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Income Taxes - Changes In Unrecognized Tax Benefits (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Unrecognized tax benefits—beginning balance	$ 8	$ 7	$ 1
Gross increases—prior period tax positions	0	0	5
Gross increases—current period tax positions	1	1	1
Settlements with taxing authorities	(6)	0	0
Unrecognized tax benefits—ending balance	$ 3	$ 8	$ 7

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Earnings Per Share (Schedule of Earnings Per Share) (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions		12 Months Ended
		Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share [Abstract]
Net income attributable to the Company		$ 263	$ 1,241	$ 696
Basic weighted-average common shares		107.0	111.0	112.7
Effect of dilutive RSUs		0.3	0.4	0.3
Diluted weighted-average common shares		107.3	111.4	113.0
Basic	[1]	$ 2.46	$ 11.18	$ 6.18
Diluted	[1]	$ 2.45	$ 11.14	$ 6.16

[1] Net income per share may not recalculate due to rounding.

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Earnings Per Share (Narrative) (Detail) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2020
RSUs
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from the weighted-average diluted common shares outstanding	19	203

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Employee Benefit Plans (Narrative) (Detail) - USD ($) shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Deferred compensation arrangements [Abstract]
Deferred compensation plan, maximum deferral percentage	100.00%
Assets held-in-trust	$ 110	$ 134
Unfunded liabilities	$ 136	$ 153
Defined benefit pension plans and defined benefit postretirement plans disclosure [Abstract]
Executive and management supplemental benefit plans compensation period	5 years
Savings Plan
Deferred compensation arrangements [Abstract]
Common stock, outstanding	1.6	1.7
Percentage of plan shares in total shares outstanding	1.50%	1.60%
Unfunded Supplemental Benefit Plans
Defined benefit pension plans and defined benefit postretirement plans disclosure [Abstract]
Cash contribution to plans during the next 12 months	$ 16
Unfunded Supplemental Benefit Plans | Maximum
Defined benefit pension plans and defined benefit postretirement plans disclosure [Abstract]
Maximum benefit rate of final average compensation under non qualified plan	30.00%
Unfunded Supplemental Benefit Plans | Minimum
Defined benefit pension plans and defined benefit postretirement plans disclosure [Abstract]
Maximum benefit rate of final average compensation under non qualified plan	15.00%
Defined Benefit Pension And Supplemental Benefit Plans
Defined benefit pension plans and defined benefit postretirement plans disclosure [Abstract]
Net actuarial loss expected to be amortized from accumulated comprehensive income/loss into net periodic loss in next fiscal year	$ 2

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Employee Benefit Plans (Principal Components of Employee Benefit Costs) (Detail) - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Employee Benefit Plan Disclosure [Line Items]
Pension and Other Postretirement Benefits Cost (Reversal of Cost)		$ 35	$ 109	$ 60
Savings Plan
Employee Benefit Plan Disclosure [Line Items]
Savings plan		37	74	32
Unfunded Supplemental Benefit Plans
Employee Benefit Plan Disclosure [Line Items]
Employee benefit plan expenses		12	11	9
Other Plans, Net
Employee Benefit Plan Disclosure [Line Items]
Other plans, net	[1]	$ (14)	$ 24	$ 19

[1] For the year ended December 31, 2022, participant investments included in the deferred compensation plan realized losses in excess of expenses recorded by the Company.

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Employee Benefit Plans (Company's Benefit Obligations and Funded Status) (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Change in projected benefit obligation:
Interest costs	$ 6	$ 5	$ 7
Unfunded Supplemental Benefit Plans
Change in projected benefit obligation:
Benefit obligation at beginning of year	262	283
Interest costs	6	5
Actuarial gains	(57)	(11)
Benefits paid	(15)	(15)
Projected benefit obligation at end of year	196	262	$ 283
Change in plan assets:
Contributions	15	14
Benefits paid	(15)	(14)
Fair value of plan assets at end of year	0	0
Reconciliation of funded status, Unfunded status of the plans	196	262
Amounts recognized in the consolidated balance sheet, Accrued benefit liability	196	262
Unrecognized net actuarial loss	48	111
Amounts recognized in accumulated other comprehensive income/loss	48	111
Accumulated benefit obligation at end of year	$ 196	$ 262

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Employee Benefit Plans (Net Periodic Benefit Costs) (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Interest costs	$ 6	$ 5	$ 7
Amortization of net actuarial loss	6	7	5
Amortization of prior service credit	0	(1)	(3)
Net periodic costs	$ 12	$ 11	$ 9

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Employee Benefit Plans (The Weighted-Average Discount Rate Assumptions Used to Determine Net Periodic Benefit Costs) (Detail) - Unfunded Supplemental Benefit Plans	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Discount rates:
Projected benefit obligation	2.89%	2.49%	3.27%
Service cost	3.29%	3.14%	3.71%
Interest cost	2.37%	1.83%	2.86%

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Employee Benefit Plans (The Weighted-Average Discount Rate Assumptions Used to Determine the Projected Benefit Obligations) (Detail)	Dec. 31, 2022	Dec. 31, 2021
Unfunded Supplemental Benefit Plans
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract]
Defined benefit pension plans, Discount rate	5.56%	2.89%

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Employee Benefit Plans (Benefit Payments) (Detail) $ in Millions	Dec. 31, 2022 USD ($)
Defined Benefit Plan, Expected Future Benefit Payment [Abstract]
2023	$ 16
2024	17
2025	17
2026	17
2027	16
Five years thereafter	$ 77

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Fair Value Measurements - Fair Value of Assets Measured on Recurring Basis (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Debt securities, estimated fair value	$ 8,170	$ 9,362
Equity securities, estimated fair value	280	657
Mortgage loans held for sale	16	12
Debt and Equity securities, estimated fair value	8,466	10,031
U.S. Treasury bonds
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Debt securities, estimated fair value	303	123
Municipal bonds
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Debt securities, estimated fair value	1,479	1,649
Foreign government bonds
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Debt securities, estimated fair value	194	227
Governmental agency bonds
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Debt securities, estimated fair value	229	177
Governmental agency mortgage-backed securities
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Debt securities, estimated fair value	4,601	5,607
U.S. corporate debt securities
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Debt securities, estimated fair value	921	1,081
Foreign corporate debt securities
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Debt securities, estimated fair value	443	498
Preferred Stock
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Equity securities, estimated fair value	11	17
Common Stock
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Equity securities, estimated fair value	269	640
Level 1
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Debt securities, estimated fair value	0	0
Equity securities, estimated fair value	280	657
Mortgage loans held for sale	0	0
Debt and Equity securities, estimated fair value	280	657
Level 1 | U.S. Treasury bonds
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Debt securities, estimated fair value	0	0
Level 1 | Municipal bonds
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Debt securities, estimated fair value	0	0
Level 1 | Foreign government bonds
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Debt securities, estimated fair value	0	0
Level 1 | Governmental agency bonds
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Debt securities, estimated fair value	0	0
Level 1 | Governmental agency mortgage-backed securities
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Debt securities, estimated fair value	0	0
Level 1 | U.S. corporate debt securities
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Debt securities, estimated fair value	0	0
Level 1 | Foreign corporate debt securities
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Debt securities, estimated fair value	0	0
Level 1 | Preferred Stock
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Equity securities, estimated fair value	11	17
Level 1 | Common Stock
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Equity securities, estimated fair value	269	640
Level 2
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Debt securities, estimated fair value	8,170	9,362
Equity securities, estimated fair value	0	0
Mortgage loans held for sale	14	11
Debt and Equity securities, estimated fair value	8,184	9,373
Level 2 | U.S. Treasury bonds
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Debt securities, estimated fair value	303	123
Level 2 | Municipal bonds
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Debt securities, estimated fair value	1,479	1,649
Level 2 | Foreign government bonds
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Debt securities, estimated fair value	194	227
Level 2 | Governmental agency bonds
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Debt securities, estimated fair value	229	177
Level 2 | Governmental agency mortgage-backed securities
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Debt securities, estimated fair value	4,601	5,607
Level 2 | U.S. corporate debt securities
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Debt securities, estimated fair value	921	1,081
Level 2 | Foreign corporate debt securities
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Debt securities, estimated fair value	443	498
Level 2 | Preferred Stock
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Equity securities, estimated fair value	0	0
Level 2 | Common Stock
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Equity securities, estimated fair value	0	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Debt securities, estimated fair value	0	0
Equity securities, estimated fair value	0		$ 0
Mortgage loans held for sale	2	1
Debt and Equity securities, estimated fair value	2		$ 1
Level 3 | U.S. Treasury bonds
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Debt securities, estimated fair value	0	0
Level 3 | Municipal bonds
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Debt securities, estimated fair value	0	0
Level 3 | Foreign government bonds
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Debt securities, estimated fair value	0	0
Level 3 | Governmental agency bonds
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Debt securities, estimated fair value	0	0
Level 3 | Governmental agency mortgage-backed securities
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Debt securities, estimated fair value	0	0
Level 3 | U.S. corporate debt securities
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Debt securities, estimated fair value	0	0
Level 3 | Foreign corporate debt securities
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Debt securities, estimated fair value	0	0
Level 3 | Preferred Stock
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Equity securities, estimated fair value	0	0
Level 3 | Common Stock
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract]
Equity securities, estimated fair value	$ 0	$ 0

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Fair Value Measurements (Narrative) (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value assets, Level 1 to Level 2 transfers amount	$ 0	$ 0
Fair value assets, Level 2 to Level 1 transfers amount	0	0
Fair Value Assets Level 1 To Level 3 Transfers Amount	0	0
Fair Value Assets Level 3 To Level 1 Transfers Amount	0	0
Fair Value Assets Level 2 To Level 3 Transfers Amount	0	0
Fair Value Assets Level 3 To Level 2 Transfers Amount	$ 0	$ 0

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Fair Value Measurements - Carrying Amounts and Estimated Fair Values of Financial Instruments Not Measured at Fair Value (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Carrying Amount
Assets:
Cash and cash equivalents	$ 1,224	$ 1,228
Deposits with banks	63	58
Notes receivable, net	11	32
Secured financings receivable	423	565
Liabilities:
Secured financings payable	366	529
Notes and contracts payable	1,646	1,648
Estimated Fair Value
Assets:
Cash and cash equivalents	1,224	1,228
Deposits with banks	62	58
Notes receivable, net	11	32
Secured financings receivable	423	565
Liabilities:
Secured financings payable	366	529
Notes and contracts payable	1,405	1,724
Estimated Fair Value | Level 1
Assets:
Cash and cash equivalents	1,224	1,228
Deposits with banks	8	13
Notes receivable, net	0	0
Secured financings receivable	0	0
Liabilities:
Secured financings payable	0	0
Notes and contracts payable	0	0
Estimated Fair Value | Level 2
Assets:
Cash and cash equivalents	0	0
Deposits with banks	54	45
Notes receivable, net	0	0
Secured financings receivable	423	565
Liabilities:
Secured financings payable	366	529
Notes and contracts payable	1,401	1,720
Estimated Fair Value | Level 3
Assets:
Cash and cash equivalents	0	0
Deposits with banks	0	0
Notes receivable, net	11	32
Secured financings receivable	0	0
Liabilities:
Secured financings payable	0	0
Notes and contracts payable	$ 4	$ 4

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Share-Based Compensation Plans (Narrative) (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation cost related to unvested RSUs and PRSUs	$ 29
Incentive Compensation Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Incentive Compensation Plan, termination period, in years	10 years
Common stock that will be made available for sale, in shares	1.6
Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Employee stock purchase plan percentage of purchase price on closing price	85.00%	85.00%
Shares issued Employee Stock Purchase Plan	0.6	0.5	0.5
Common stock that will be made available for sale, in shares	5.0
Share-based compensation arrangement, term of plan	Jul. 01, 2023
Shares reserved for future issuances	9.0
RSUs
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total fair value of shares distributed	$ 57	$ 49	$ 56
Shares vested but not distributed	1.2
RSUs and PRSUs
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation cost related to unvested RSUs and PRSUs that is expected to be recognized over a weighted-average period, Years	2 years
Weighted average grant-date fair value	$ 67.65	$ 56.65	$ 63.14
Amended Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock that will be made available for sale, in shares	14.0
Share-based compensation arrangement, term of plan	Jul. 01, 2032

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Share-Based Compensation (Costs Associated with Share-Based Compensation Plans) (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation	$ 67	$ 54	$ 52
RSUs
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation	58	48	47
PRSUs
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation	3	0	0
Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation	$ 6	$ 6	$ 5

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Share-Based Compensation (Summary of RSU and PSRU Activity) (Detail) - RSUs - RSUs and PRSUs shares in Millions	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Unvested at December 31, 2021 | shares	0.9
Granted during 2022 | shares	1.0
Vested during 2022 | shares	(1.0)
Unvested at December 31, 2022 | shares	0.9
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Unvested at December 31, 2021 | $ / shares	$ 58.11
Granted during 2022 | $ / shares	67.65
Vested during 2022 | $ / shares	63.47
Unvested at December 31, 2022 | $ / shares	$ 63.01

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Stockholders' Equity (Narrative) (Detail) shares in Millions, $ in Millions	12 Months Ended	26 Months Ended
	Dec. 31, 2022 USD ($) shares	Dec. 31, 2022 USD ($) shares
Equity [Abstract]
Remaining authorized amount under stock repurchase program	$ 287	$ 287
Common stock repurchased, shares | shares	7.5	10.4
Purchase of Company, value	$ 441	$ 598
Maximum
Equity [Abstract]
Stock Repurchase Program, Authorized Amount	$ 400	$ 400

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Accumulated Other Comprehensive Income (Loss) (AOCI) - Components of Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Accumulated other comprehensive income (loss), net of tax, Beginning Balance	$ (92)
Tax effect	249	$ 42	$ (21)
Accumulated other comprehensive income (loss), net of tax, Ending Balance	(868)	(92)
Unrealized Gains (Losses) on Debt Securities Attributable to First American Financial Corporation
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Accumulated other comprehensive income (loss), debt securities, available-for-sale, adjustment, after tax, Beginning Balance	29	172	84
Change in unrealized gains (losses) on debt securities	(1,045)	(189)	116
Change in unrealized gains (losses) on debt securities for which credit-related portion was recognized in earnings			1
Tax effect	264	46	(29)
Accumulated other comprehensive income (loss), debt securities, available-for-sale, adjustment, after tax, Ending Balance	752	29	172
Foreign Currency Translation Adjustment Attributable to First American Financial Corporation
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Accumulated other comprehensive income (loss), foreign currency translation adjustment, net of tax, Beginning Balance	(39)	(38)	(52)
Change in foreign currency translation adjustment	(43)	(2)	14
Tax effect	1	1
Accumulated other comprehensive income (loss), foreign currency translation adjustment, net of tax, Ending Balance	(81)	(39)	(38)
Pension Benefit Adjustment Attributable to First American Financial Corporation
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Accumulated other comprehensive (income) Loss, defined benefit plan, after Tax, Beginning Balance	(82)	(94)	(73)
Net actuarial (loss) gain	57	11	(31)
Amortization of net actuarial loss	6	7	5
Amortization of prior service credit		(1)	(3)
Tax effect	(16)	(5)	8
Accumulated other comprehensive (income) Loss, defined benefit plan, after Tax, Ending Balance	(35)	(82)	(94)
Accumulated Other Comprehensive Income/(loss)
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Accumulated other comprehensive income (loss), net of tax, Beginning Balance	(92)	(40)	41
Change in unrealized gains (losses) on debt securities	(1,045)	(189)	116
Change in unrealized gains (losses) on debt securities for which credit-related portion was recognized in earnings			1
Change in foreign currency translation adjustment	(43)	(2)	14
Net actuarial (loss) gain	57	11	(31)
Amortization of net actuarial loss	6	7	5
Amortization of prior service credit		(1)	(3)
Tax effect	249	42	(21)
Accumulated other comprehensive income (loss), net of tax, Ending Balance	$ (868)	$ (92)	$ (40)

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Accumulated Other Comprehensive Income (Loss) - Other Comprehensive Income (Loss) Reclassification Adjustments (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accumulated Other Comprehensive Income Loss [Line Items]
Pretax change before reclassifications	$ (1,168)	$ (160)	$ 108
Reclassifications out of AOCI	143	(14)	(6)
Tax effect	249	42	(21)
Total other comprehensive (loss) income, net of tax	(776)	(132)	81
Unrealized Gains (Losses) on Debt Securities
Accumulated Other Comprehensive Income Loss [Line Items]
Pretax change before reclassifications	(1,182)	(169)	125
Reclassifications out of AOCI	137	(20)	(8)
Tax effect	264	46	(29)
Total other comprehensive (loss) income, net of tax	(781)	(143)	88
Foreign Currency Translation Adjustment
Accumulated Other Comprehensive Income Loss [Line Items]
Pretax change before reclassifications	(43)	(2)	14
Reclassifications out of AOCI	0	0	0
Tax effect	1	1	0
Total other comprehensive (loss) income, net of tax	(42)	(1)	14
Pension Benefit Adjustment
Accumulated Other Comprehensive Income Loss [Line Items]
Pretax change before reclassifications	57	11	(31)
Reclassifications out of AOCI	6	6	2
Tax effect	(16)	(5)	8
Total other comprehensive (loss) income, net of tax	$ 47	$ 12	$ (21)

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Accumulated Other Comprehensive Income (Loss) - Reclassifications Out of AOCI) (Detail) - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items]
Pretax total		$ (143)	$ 14	$ 6
Unrealized Gains (Losses) on Debt Securities
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items]
Net realized (losses) gains on sales of debt securities		(137)	20	15
Change in unrealized gains (losses) on debt securities for which credit-related portion was recognized in earnings				(7)
Pretax total		(137)	20	8
Tax effect		35	(5)	(2)
Accumulated Defined Benefit Plans Adjustment Attributable to Parent
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items]
Pretax total	[1]	(6)	(6)	(2)
Tax effect	[1]	2	2	1
Amortization of net actuarial loss	[1]	$ (6)	(7)	(5)
Amortization of prior service credit	[1]		$ 1	$ 3

[1] Amounts are components of net periodic cost. See Note 16 Employee Benefit Plans for additional details.

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Business Combinations (Narrative) (Detail) - USD ($) $ in Millions		12 Months Ended
	May 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Business acquisition cost		$ 311
Fair value estimates for goodwill		217	$ 209
California-based Acquisition
Business Acquisition [Line Items]
Business acquisition cost	$ 300
Fair value estimates for goodwill	203
Fair value estimates for other intangible assets	34
Fair value estimates for title plant	$ 29
Revenues		110
Pre-tax income		$ 12

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Segment Financial Information (Schedule of Selected Financial Information) (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Revenues	$ 7,605	$ 9,221	$ 7,086
Depreciation and amortization	167	158	149
Income (loss) before income taxes	326	1,642	923
Assets	14,955	16,451	12,796
Capital expenditures	275	172	121
Direct premiums and escrow fees	3,085	3,598	2,988
Agent premiums	3,548	3,757	2,759
Information and other	1,148	1,215	1,013
Net investment income	340	215	221
Net investment (losses) gains	(516)	436	105
Operating Segments
Segment Reporting Information [Line Items]
Revenues	7,605	9,221	7,086
Direct premiums and escrow fees	3,085	3,598	2,988
Agent premiums	3,548	3,757	2,759
Information and other	1,148	1,215	1,013
Net investment income	340	215	221
Net investment (losses) gains	516	436	105
Operating Segments | Title Insurance and Services
Segment Reporting Information [Line Items]
Revenues	7,547	8,320	6,535
Depreciation and amortization	162	152	141
Income (loss) before income taxes	758	1,358	1,026
Assets	13,911	15,058	11,922
Capital expenditures	271	168	117
Direct premiums and escrow fees	2,663	3,100	2,490
Agent premiums	3,548	3,757	2,759
Information and other	1,127	1,203	1,001
Net investment income	359	188	199
Net investment (losses) gains	150	72	86
Operating Segments | Specialty Insurance
Segment Reporting Information [Line Items]
Revenues	437	541	532
Depreciation and amortization	5	6	8
Income (loss) before income taxes	27	36	(25)
Assets	461	557	645
Capital expenditures	4	4	4
Direct premiums and escrow fees	422	498	498
Agent premiums	0	0	0
Information and other	22	13	13
Net investment income	6	7	9
Net investment (losses) gains	13	23	12
Operating Segments | Corporate and Eliminations
Segment Reporting Information [Line Items]
Revenues	(379)	360	19
Depreciation and amortization	0	0	0
Income (loss) before income taxes	(459)	248	(78)
Assets	583	836	229
Capital expenditures	0	0	0
Direct premiums and escrow fees	0	0	0
Agent premiums	0	0	0
Information and other	(1)	(1)	(1)
Net investment income	(25)	20	13
Net investment (losses) gains	$ (353)	$ 341	$ 7

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Segment Financial Information (Schedule of Total Revenues From External Customers And Long-Lived Assets) (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenues From External Customers And Long Lived Assets [Line Items]
Revenues from external customers	$ 7,605	$ 9,221	$ 7,086
Domestic | Title Insurance and Services
Revenues From External Customers And Long Lived Assets [Line Items]
Revenues from external customers	7,131	7,872	6,193
Long-lived assets	1,001	945	957
Foreign | Title Insurance and Services
Revenues From External Customers And Long Lived Assets [Line Items]
Revenues from external customers	416	448	342
Long-lived assets	$ 51	$ 51	$ 60

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Schedule I - Summary Of Investments - Other Than Investments In Related Parties (Detail) $ in Millions	Dec. 31, 2022 USD ($)
Summary Of Investments Other Than Investments In Related Parties Reportable Data [Line Items]
Cost	$ 9,968
Market value	8,997
Amount at which shown in the balance sheet	8,998
Short-term Investments
Summary Of Investments Other Than Investments In Related Parties Reportable Data [Line Items]
Cost	63
Market value	62
Amount at which shown in the balance sheet	63
U.S. Treasury bonds
Summary Of Investments Other Than Investments In Related Parties Reportable Data [Line Items]
Cost	309
Market value	303
Amount at which shown in the balance sheet	303
Municipal bonds
Summary Of Investments Other Than Investments In Related Parties Reportable Data [Line Items]
Cost	1,671
Market value	1,479
Amount at which shown in the balance sheet	1,479
Foreign government bonds
Summary Of Investments Other Than Investments In Related Parties Reportable Data [Line Items]
Cost	208
Market value	194
Amount at which shown in the balance sheet	194
Governmental agency bonds
Summary Of Investments Other Than Investments In Related Parties Reportable Data [Line Items]
Cost	248
Market value	229
Amount at which shown in the balance sheet	229
Governmental agency mortgage-backed securities
Summary Of Investments Other Than Investments In Related Parties Reportable Data [Line Items]
Cost	5,253
Market value	4,601
Amount at which shown in the balance sheet	4,601
U.S. corporate debt securities
Summary Of Investments Other Than Investments In Related Parties Reportable Data [Line Items]
Cost	1,004
Market value	921
Amount at which shown in the balance sheet	921
Foreign corporate debt securities
Summary Of Investments Other Than Investments In Related Parties Reportable Data [Line Items]
Cost	477
Market value	443
Amount at which shown in the balance sheet	443
Debt Securities
Summary Of Investments Other Than Investments In Related Parties Reportable Data [Line Items]
Cost	9,170
Market value	8,170
Amount at which shown in the balance sheet	8,170
Equity Securities, Investment Summary
Summary Of Investments Other Than Investments In Related Parties Reportable Data [Line Items]
Cost	724
Market value	754	[1]
Amount at which shown in the balance sheet	754
Notes Receivable
Summary Of Investments Other Than Investments In Related Parties Reportable Data [Line Items]
Cost	11
Market value	11
Amount at which shown in the balance sheet	$ 11

[1] Included in equity securities are non-marketable equity securities and equity method investments. Estimates of fair value for these investments could not be made without incurring excessive costs.

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Schedule II - Condensed Balance Sheets Parent Company (Detail) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
ASSETS
Cash and cash equivalents	$ 1,224	$ 1,228
Income taxes receivable	22	11
Equity securities	754	1,176
Deferred income taxes	54	14
Other assets	361	448
Total assets	14,955	16,451	$ 12,796
LIABILITIES AND EQUITY
Accounts payable and other accrued liabilities	915	1,262
Pension costs and other retirement plans	381	494
Income taxes payable	10	24
Deferred income taxes	19	345
Notes and contracts payable	1,646	1,648
Total liabilities	10,267	10,668
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.00001 par value; Authorized—0.5 shares; Outstanding—none	0	0
Common stock, $0.00001 par value; Authorized - 300.0 shares; Outstanding - 103.2 shares and 109.7 shares	0	0
Additional paid-in capital	1,812	2,179
Retained earnings	3,721	3,680
Accumulated other comprehensive loss	(868)	(92)
Total stockholders’ equity	4,665	5,767
Noncontrolling interests	23	16
Total equity	4,688	5,783	$ 4,922	$ 4,425
Total liabilities and equity	14,955	16,451
Parent Company
ASSETS
Cash and cash equivalents	597	925
Due from subsidiaries, net	10	79
Income taxes receivable	22	11
Investment in subsidiaries	5,908	6,862
Equity securities	15	206
Deferred income taxes	54	14
Other assets	118	137
Total assets	6,724	8,234
LIABILITIES AND EQUITY
Accounts payable and other accrued liabilities	36	30
Pension costs and other retirement plans	333	416
Income taxes payable	10	24
Deferred income taxes	19	345
Notes and contracts payable	1,638	1,636
Total liabilities	2,036	2,451
Commitments and contingencies	0	0
Stockholders’ equity:
Preferred stock, $0.00001 par value; Authorized—0.5 shares; Outstanding—none	0	0
Common stock, $0.00001 par value; Authorized - 300.0 shares; Outstanding - 103.2 shares and 109.7 shares	0	0
Additional paid-in capital	1,812	2,179
Retained earnings	3,721	3,680
Accumulated other comprehensive loss	(868)	(92)
Total stockholders’ equity	4,665	5,767
Noncontrolling interests	23	16
Total equity	4,688	5,783
Total liabilities and equity	$ 6,724	$ 8,234

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Schedule II - Condensed Balance Sheets Parent Company (Parenthetical) (Detail) - $ / shares shares in Millions	Dec. 31, 2022	Dec. 31, 2021
Condensed Balance Sheet Statements Captions [Line Items]
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	0.5	0.5
Preferred stock, outstanding	0.0	0.0
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	300.0	300.0
Common stock, shares outstanding	103.2	109.7
Parent Company
Condensed Balance Sheet Statements Captions [Line Items]
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	0.5	0.5
Preferred stock, outstanding	0.0	0.0
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	300.0	300.0
Common stock, shares outstanding	103.2	109.7

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Schedule II - Condensed Statements of Income Parent Company (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenues:
Net investment (losses) gains	$ (516)	$ 436	$ 105
Total revenues	7,605	9,221	7,086
Expenses:
Income taxes	61	393	223
Net income	265	1,249	700
Less: Net income attributable to noncontrolling interests	2	8	4
Net income attributable to the Company	263	1,241	696
Parent Company
Revenues:
Dividends from subsidiaries	733	622	604
Other (losses) income	(23)	19	14
Net investment (losses) gains	(192)	121	7
Total revenues	518	762	625
Expenses:
Other expenses	55	84	69
Income before income taxes and equity in undistributed earnings of subsidiaries	463	678	556
Income taxes	86	162	134
Equity in undistributed (losses) earnings of subsidiaries	(112)	733	278
Net income	265	1,249	700
Less: Net income attributable to noncontrolling interests	2	8	4
Net income attributable to the Company	$ 263	$ 1,241	$ 696

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Schedule II - Condensed Statements of Comprehensive Income Parent Company (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Condensed Statement Of Income Captions [Line Items]
Net income	$ 265	$ 1,249	$ 700
Other comprehensive income (loss), net of tax:
Unrealized (losses) gains on securities	(781)	(143)	88
Foreign currency translation adjustment	(42)	(1)	14
Pension benefit adjustment	47	12	(21)
Total other comprehensive (loss) income, net of tax	(776)	(132)	81
Comprehensive (loss) income	(511)	1,117	781
Less: Comprehensive income attributable to noncontrolling interests	2	8	4
Comprehensive income attributable to the Company	(513)	1,109	777
Parent Company
Condensed Statement Of Income Captions [Line Items]
Net income	265	1,249	700
Other comprehensive income (loss), net of tax:
Unrealized (losses) gains on securities	(781)	(143)	88
Foreign currency translation adjustment	(42)	(1)	14
Pension benefit adjustment	47	12	(21)
Total other comprehensive (loss) income, net of tax	(776)	(132)	81
Comprehensive (loss) income	(511)	1,117	781
Less: Comprehensive income attributable to noncontrolling interests	2	8	4
Comprehensive income attributable to the Company	$ (513)	$ 1,109	$ 777

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Schedule II - Condensed Statements of Cash Flows Parent Company (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash provided by operating activities	$ 780	$ 1,220	$ 1,085
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash effect of acquisitions/dispositions	(278)	(187)	(393)
Purchases of equity securities	(157)	(198)	(194)
Proceeds from sales of property and equipment	7	18	14
Cash used for investing activities	(395)	(3,393)	(1,415)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of unsecured senior notes	0	642	444
Borrowings under unsecured credit facility	0	0	120
Repayments of borrowings under unsecured credit facility	0	0	280
Net proceeds (payments) in connection with share-based compensation	2	6	(1)
Repurchases of Company shares	441	99	139
Payments of cash dividends	217	213	199
Cash (used for) provided by financing activities	(376)	2,126	113
Net (decrease) increase in cash and cash equivalents	(4)	(47)	(211)
Cash and cash equivalents—Beginning of year	1,228	1,275	1,486
Cash and cash equivalents—End of year	1,224	1,228	1,275	$ 1,486
Parent Company
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash provided by operating activities	779	641	600
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash effect of acquisitions/dispositions	(296)	0	0
Net payments to subsidiaries	(155)	(259)	(668)
Purchases of equity securities	0	0	(19)
Proceeds from sales of property and equipment	0	0	7
Cash used for investing activities		(259)	(680)	(451)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of unsecured senior notes	0	642	444
Borrowings under unsecured credit facility	0	0	120
Repayments of borrowings under unsecured credit facility	0	0	(280)
Net proceeds (payments) in connection with share-based compensation	2	6	(1)
Repurchases of Company shares	(441)	(99)	(139)
Payments of cash dividends	(217)	(213)	(199)
Cash (used for) provided by financing activities	(656)	336	(55)
Net (decrease) increase in cash and cash equivalents		718	(135)	(328)
Cash and cash equivalents—Beginning of year	925	207	342
Cash and cash equivalents—End of year	$ 597	$ 925	$ 207	$ 342

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Schedule II - Notes to Condensed Financial Statements Parent Company (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Condensed Financial Information Disclosure [Abstract]
Cash dividends received from subsidiaries	$ 731	$ 624	$ 574

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Schedule III - Balance Sheet Captions (Detail) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Supplementary Insurance Information By Segment [Line Items]
Deferred policy acquisition costs	$ 20	$ 24
Claims reserves	1,325	1,284
Deferred revenues	197	224
Title Insurance and Services
Supplementary Insurance Information By Segment [Line Items]
Deferred policy acquisition costs	0	0
Claims reserves	1,269	1,210
Deferred revenues	7	6
Specialty Insurance
Supplementary Insurance Information By Segment [Line Items]
Deferred policy acquisition costs	20	24
Claims reserves	56	74
Deferred revenues	$ 190	$ 218

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Schedule III - Income Statement Captions (Detail) - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Supplementary Insurance Information By Segment [Line Items]
Premiums and escrow fees		$ 6,633	$ 7,355	$ 5,747
Net investment income (1)	[1]	176	651	326
Loss provision		486	589	580
Amortization of deferred policy acquisition costs (credits)		4	11	(2)
Other operating expenses		1,272	1,323	1,119
Premiums written		394	450	520
Operating Segments | Title Insurance and Services
Supplementary Insurance Information By Segment [Line Items]
Premiums and escrow fees		6,211	6,857	5,249
Net investment income (1)	[1]	209	260	285
Loss provision		248	275	263
Amortization of deferred policy acquisition costs (credits)		0	0	0
Other operating expenses		1,155	1,198	1,000
Premiums written		0	0	0
Operating Segments | Specialty Insurance
Supplementary Insurance Information By Segment [Line Items]
Premiums and escrow fees		422	498	498
Net investment income (1)	[1]	7	30	21
Loss provision		238	314	317
Amortization of deferred policy acquisition costs (credits)		4	11	(2)
Other operating expenses		82	89	83
Premiums written		394	450	520
Operating Segments | Corporate and Eliminations
Supplementary Insurance Information By Segment [Line Items]
Premiums and escrow fees		0	0	0
Net investment income (1)	[1]	(378)	361	20
Loss provision		0	0	0
Amortization of deferred policy acquisition costs (credits)		0	0	0
Other operating expenses		35	36	36
Premiums written		$ 0	$ 0	$ 0

[1] Includes net investment income and net investment gains (losses).

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Schedule IV - Reinsurance (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Title Insurance and Services
Reinsurance Premiums For Insurance Companies By Product Segment [Line Items]
Premiums and escrow fees before reinsurance	$ 6,229	$ 6,879	$ 5,265
Ceded to other companies	19	22	16
Assumed from other companies	1	0	0
Premiums and escrow fees	$ 6,211	$ 6,857	$ 5,249
Percentage of amount assumed to premiums and escrow fees	0.00%	0.00%	0.00%
Specialty Insurance
Reinsurance Premiums For Insurance Companies By Product Segment [Line Items]
Premiums and escrow fees before reinsurance	$ 423	$ 504	$ 508
Ceded to other companies	1	6	10
Assumed from other companies	0	0	0
Premiums and escrow fees	$ 422	$ 498	$ 498
Percentage of amount assumed to premiums and escrow fees	0.00%	0.00%	0.00%

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Schedule V - Valuation And Qualifying Accounts (Detail) - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2022		Dec. 31, 2021	Dec. 31, 2020
Reserve Deducted From Accounts Receivable
Valuation And Qualifying Accounts Disclosure [Line Items]
Balance at beginning of period		$ 14		$ 14	$ 13
Additions Charged to costs and expenses		11		4	7
Additions Charged to other accounts		0		0	0
Deductions from reserve		4	[1]	4	6
Balance at end of period		21		14	14
Reserve For Known And Incurred But Not Reported Claims
Valuation And Qualifying Accounts Disclosure [Line Items]
Balance at beginning of period		1,284		1,178	1,063
Additions Charged to costs and expenses		486		589	580
Additions Charged to other accounts		(11)		(1)	6
Deductions from reserve	[2]	434		482	471
Balance at end of period		1,325		1,284	1,178
Reserve deducted from notes receivable
Valuation And Qualifying Accounts Disclosure [Line Items]
Balance at beginning of period		0
Additions Charged to costs and expenses		28
Additions Charged to other accounts		0
Deductions from reserve		21
Balance at end of period		7		0
Reserve Deducted From Deferred Income Taxes
Valuation And Qualifying Accounts Disclosure [Line Items]
Balance at beginning of period		8		9	10
Additions Charged to costs and expenses		0		0	0
Additions Charged to other accounts		0		0	0
Deductions from reserve		1		1	1
Balance at end of period		$ 7		$ 8	$ 9

[1] Amount represents accounts written off, net of recoveries.

[2] Amount represents claim payments, net of recoveries.