8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported) January 24, 2013

FIRST AMERICAN FINANCIAL CORPORATION

(Exact Name of the Registrant as Specified in Charter)

Delaware (State or Other Jurisdiction of Incorporation) 001-34580 (Commission File Number) 26-1911571 (IRS Employer Identification No.)

1 First American Way, Santa Ana, California (Address of Principal Executive Offices) 92707-5913 (Zip Code)

Registrant’s telephone number, including area code (714) 250-3000

Not Applicable.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On January 24, 2013, First American Financial Corporation, a Delaware corporation, issued a press release announcing the pricing of a public offering of $250.0 million of its 4.30% Senior Notes due 2023.

A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, January 24, 2013.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	FIRST AMERICAN FINANCIAL CORPORATION
Date: January 24, 2013	By:	/s/ MAX O. VALDES
		Name:	Max O. Valdes
		Title:	Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, January 24, 2013.

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EX-99.1

Exhibit 99.1

NEWS FOR IMMEDIATE RELEASE

FIRST AMERICAN FINANCIAL CORPORATION

PRICES SENIOR NOTES OFFERING

SANTA ANA, Calif., Jan. 24, 2013 – First American Financial Corporation (NYSE: FAF), a leading global provider of title insurance and settlement services for residential and commercial real estate transactions, today announced the pricing of a public offering of $250.0 million of its 4.30 percent senior notes due 2023.

The offering is expected to close on Jan. 29, 2013, subject to customary conditions, and is being made pursuant to the company’s shelf registration statement filed with the Securities and Exchange Commission.

The notes will be general senior unsecured obligations of the company and will rank equally in right of payment with the company’s existing and future senior unsecured indebtedness.

The notes were priced at 99.638 percent to yield 4.345 percent. Interest will be paid semi-annually on Feb. 1 and Aug. 1, beginning Aug. 1, 2013. The company intends to use the net proceeds from the sale of the notes to repay all borrowings outstanding under its revolving credit facility and for general corporate purposes.

J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, and U.S. Bancorp Investments, Inc., are acting as the joint book-running managers for the offering. Copies of the prospectus supplement and accompanying base prospectus for the offering may be obtained by contacting J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY, 10179, Attention: High Grade Syndicate Desk, 3rd Floor; telephone: (212) 834-4533; or by contacting Wells Fargo Securities, LLC, 1525 West W.T. Harris Blvd., NC 0675, Charlotte, NC 28262, Attention: Capital Markets Client Support; telephone: (800) 326-5897. An electronic copy of the prospectus supplement and accompanying base prospectus for the offering may also be obtained at www.sec.gov.

This press release does not constitute an offer to sell or a solicitation of an offer to buy securities, nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the prospectus supplement or the shelf registration statement or prospectus.

-more-

First American Financial Corporation Prices Senior Notes Offering

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About First American

First American Financial Corporation (NYSE: FAF) is a leading provider of title insurance and settlement services to the real estate and mortgage industries, that traces its heritage back to 1889. First American and its affiliated companies also provide title plant management services; title and other real property records and images; valuation products and services; home warranty products; property and casualty insurance; and banking, trust and investment advisory services.

Forward-Looking Statements

Certain statements made in this press release, including the closing date of the offering, the net proceeds to be generated thereby and the use of such proceeds, 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. 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: interest rate fluctuations; changes in the performance of the real estate markets; volatility in the capital markets; unfavorable economic conditions; and other factors described in the company’s quarterly report on Form 10-Q for the quarter ended September 30, 2012, as filed with the Securities and Exchange Commission. 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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Media Contact:	Investor Contact:
Carrie Loranger	Craig Barberio
Corporate Communications	Investor Relations
First American Financial Corporation	First American Financial Corporation
(714) 250-3298	(714) 250-5214