8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): May 28, 2019

FIRST AMERICAN FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-34580	26-1911571
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1 First American Way, Santa Ana, California		92707-5913
(Address of Principal Executive Offices)		(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 (see General Instructions A.2. below):

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

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	The New York Stock Exchange

Item 7.01.    Regulation FD Disclosure.

On May 28, 2019, First American Financial Corporation issued a statement regarding its ongoing investigation into a reported information security incident. The full text of the statement is attached hereto as Exhibit 99.1.

The information in this Item 7.01, including Exhibit 99.1 hereto, is being “furnished” in accordance with General Instruction B.2 of Form 8-K. As such, this information is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filings with the SEC unless it shall be explicitly so incorporated in such filings.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Statement, dated May 28, 2019*

* Filed herewith.

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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:  May 28, 2019	By:/s/ Kenneth D. DeGiorgio Name:Kenneth D. DeGiorgio Title:Executive Vice President

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EX-99.1

Exhibit 99.1

First American Financial comments on its ONGOING investigation into reported INFORMATION SECURITY INCIDENT

—No preliminary indication of large-scale unauthorized access to customer information—

SANTA ANA, Calif., May 28, 2019 – First American Financial Corporation advises that it shut down external access to a production environment with a reported design defect that created the potential for unauthorized access to customer data. The company is working diligently to address the defect and restore external access.

An outside forensic firm has been retained to aid in assessing the extent to which any customer information may have been compromised. Though the ongoing investigation is in its early stages, at this time there is no indication that any large-scale unauthorized access to sensitive customer information occurred. The company plans to provide updates on its investigation exclusively on its website at https://www.firstam.com/incidentupdate.

“We deeply regret the concern this defect has caused,” said Dennis J. Gilmore, chief executive officer at First American Financial Corporation. “We are thoroughly investigating this matter and are fully committed to protecting the security, privacy and confidentiality of the information entrusted to us by our customers.”

If the investigation shows that any confidential information has been compromised, the company will notify and provide credit monitoring services to the affected consumers. First American will soon provide a mechanism through its website, https://www.firstam.com/incidentupdate, that will give consumers who believe their confidential information has been compromised the ability to report this to the company.

Forward-Looking Statements

Certain statements made herein constitute 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:  the risk factors described in the company’s annual report on Form 10-Q for the quarter ended March 31, 2019, as filed with the Securities and Exchange Commission, as well as those related to the information security issue discussed herein or any cyber, security, software, data risk, or any related legal or governmental inquiries or actions. 

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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