-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V2MdLQgPNJ+9a02zglS7rOAv0E2yjgqa/K9AHtvKH7QCBmOGc2UXf5pyhvJ12e8K vx1DHg+5Cs40bBte5yewfw== 0001017062-97-000573.txt : 19970401 0001017062-97-000573.hdr.sgml : 19970401 ACCESSION NUMBER: 0001017062-97-000573 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970331 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST AMERICAN FINANCIAL CORP CENTRAL INDEX KEY: 0000036047 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] IRS NUMBER: 951068610 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-03658 FILM NUMBER: 97568768 BUSINESS ADDRESS: STREET 1: 114 E FIFTH ST CITY: SANTA ANA STATE: CA ZIP: 92701-4699 BUSINESS PHONE: 7145583211 MAIL ADDRESS: STREET 1: 114 E FIFTH STREET CITY: SANTA ANA STATE: CA ZIP: 92701 FORMER COMPANY: FORMER CONFORMED NAME: FIRST AMERICAN TITLE INSURANCE & TRUST C DATE OF NAME CHANGE: 19690515 10-K 1 1996 FORM 10-K - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996 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 0-3658 THE FIRST AMERICAN FINANCIAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) INCORPORATED IN CALIFORNIA 95-1068610 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 114 EAST FIFTH STREET, SANTA ANA, CALIFORNIA 92701-4642 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (714) 558-3211 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: COMMON NEW YORK STOCK EXCHANGE (TITLE OF EACH CLASS) (NAME OF EACH EXCHANGE ON WHICH REGISTERED)
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE Indicate by check mark whether 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 [X] No [_] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (17 C.F.R. (S)229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [_] On March 6, 1997, the aggregate market value of voting stock held by non- affiliates was $435,584,192. On March 6, 1997, there were 11,800,229 shares of Common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's definitive proxy statement are incorporated by reference in Part III of this report. The definitive proxy statement will be filed no later than 120 days after the close of registrant's fiscal year. This report includes 57 pages. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- PART I ITEM 1. BUSINESS. THE COMPANY The First American Financial Corporation was organized in 1894 as Orange County Title Company, succeeding to the business of two title abstract companies founded in 1889 and operating in Orange County, California. In 1924, the Company commenced issuing title insurance policies. In 1986, the Company began a diversification program by acquiring and developing financial service businesses closely related to the real estate transfer and closing process. The Company is a California corporation with executive offices at 114 East Fifth Street, Santa Ana, California 92701-4642. The Company's telephone number is (714) 558-3211. Unless the context otherwise indicates, the "Company," as used herein, refers to The First American Financial Corporation and its subsidiaries. GENERAL The Company, through its subsidiaries, is engaged in the business of providing real estate related financial and information services, including title insurance, real estate tax monitoring, mortgage credit reporting, flood zone determination, mortgage loan servicing systems, property information and home warranty services, to real property buyers and mortgage lenders. The Company also provides trust and limited banking services. Financial information regarding each of the Company's primary business segments is included in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Item 8. Financial Statements and Supplementary Data" of Part II of this report. Although industry-wide data for 1996 is not currently available, the Company believes that its wholly owned subsidiary, First American Title Insurance Company ("First American"), was the largest title insurer in the United States, based on gross title fees, and its wholly owned subsidiary, First American Real Estate Information Services, Inc., was the nation's largest provider of flood determinations, based on the number of flood determination reports issued, the nation's largest mortgage credit reporting service, based on the number of credit reports issued, and the nation's second largest provider of tax monitoring services, based on the number of loans under service. The Company also believes that its majority owned subsidiary, First American Home Buyers Protection Corporation, was the second largest provider of home warranties in the United States, based on the number of home protection contracts under service. Substantially all of the Company's title insurance, tax monitoring, credit reporting, flood zone determination and property information business results from resales and refinancings of real estate, including residential and commercial properties, and from the construction and sale of new properties. The Company's home warranty business results from residential resales and does not benefit from refinancings or commercial transactions. Resales and refinancings of residential properties constitute the major source of the Company's revenues. Real estate activity is cyclical in nature and is affected greatly by the cost and availability of long term mortgage funds. Real estate activity and, in turn, the Company's revenue base, can be adversely affected during periods of high interest rates and/or limited money supply. However, this adverse effect is mitigated in part by the continuing diversification of the Company's operations into areas outside of its traditional title insurance business. OVERVIEW OF TITLE INSURANCE INDUSTRY Title insurance has become increasingly accepted as the most efficient means of determining title to, and the priority of interests in, real estate in nearly all parts of the United States. Today, virtually all real property mortgage lenders require their borrowers to obtain a title insurance policy at the time a mortgage loan is made. Title Policies. Title insurance policies are insured statements of the condition of title to real property, showing priority of ownership as indicated by public records, as well as outstanding liens, encumbrances and other matters of record, and certain other matters not of public record. Title insurance policies are issued on the basis of a title report, which is prepared after a search of the 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 instances, a visual inspection of the property is 1 also made. To facilitate the preparation of title reports, copies 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 are generally real estate buyers and mortgage lenders. A title insurance policy indemnifies the named insured and certain successors in interest against 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 buyer in the amount of the purchase price. Coverage under a title insurance policy issued to a real property mortgage lender generally terminates upon the sale of the insured property unless the owner carries back a mortgage or makes certain warranties as to the title. Unlike other types of insurance policies, title insurance policies do not insure against future risk. Before issuing title policies, title insurers seek to limit their risk of loss by accurately performing title searches and examinations. The major expenses of a title company relate to such searches and examinations, the preparation of preliminary reports or commitments and the maintenance of title plants, and not from claim losses as in the case of property and casualty insurers. The Closing Process. 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, title insurance is generally ordered on behalf of an insured by a real estate broker, lawyer, developer, lender or closer involved in the transaction. Once the order has been placed, a title insurance company or an agent conducts a title search to determine the current status of the title to the property. When the search is complete, the title company or agent prepares, issues and circulates a commitment or preliminary title report ("commitment") to the parties to the transaction. The commitment summarizes the current status of the title to the property, 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 must be eliminated prior to closing. The closing function, sometimes called an escrow in western states, is often performed by a lawyer, an escrow company or by a title insurance company or agent (such person or entity, the "closer"). Once documentation has been prepared and signed, and mortgage lender payoff demands are in hand, the transaction is "closed." The closer 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 insuring the priority of the mortgage of the real property mortgage lender in the amount of its mortgage loan and the buyer in the amount of the purchase price. The time lag between the opening of the title order and the issuance of the title policy is usually between 30 and 90 days. Issuing the Policy: Direct vs. Agency. A title policy can be issued directly by a title insurer or indirectly on behalf of a title insurer through agents which are not themselves licensed as insurers. Where the policy is issued by a title insurer, the search is performed by or at the direction of the title insurer, and the premium is collected and retained by the title insurer. Where the policy is issued by an agent, the agent performs the search, examines the title, collects the premium and retains a portion of the premium. The remainder of the premium is remitted to the title insurer as compensation for bearing the risk of loss in the event a claim is made under the policy. The percentage of the premium retained by an agent varies from region to region. 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. Premiums. The premium for title insurance is due and earned in full when the real estate transaction is closed. Premiums are generally 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 state to state. Because the policy insures against matters that have occurred prior to its issuance (rather than future occurrences, as with most other types of insurance), the major portion of the premium is related to the service performed in ascertaining the current status of title to the property. 2 THE COMPANY'S TITLE INSURANCE OPERATIONS Overview. The Company, through First American and its subsidiaries, transacts the business of title insurance through a network of more than 300 branch offices and over 4,000 independent agents. Through its branch office and agent network, the Company issues policies in all states (except Iowa), the District of Columbia, Puerto Rico, Guam, the U.S. Virgin Islands, the Bahama Islands, Canada, Mexico, Bermuda, the United Kingdom and Australia. In Iowa, the Company provides abstracts of title only, because title insurance is not permitted. Through acquisitions and start-ups during the mid-1980s, the Company has grown from a large regional company to a nationwide company, becoming less dependent on operating revenues from any one state or region. Based on industry statistics showing gross title fees in the major areas in which the Company operates, in 1995 the Company had the largest or second largest share of the title insurance market in 33 states and in the District of Columbia. In addition, the Company's national market share grew from 19.5% in 1994 to 20.4% in 1995. Industry statistics for 1996 are not currently available. The Company plans to continue increasing its share of the title insurance market through strategic acquisitions and further development of its existing branch office and agency operations. The Company also will continue to focus on expanding its share of the higher margin title insurance business conducted on behalf of commercial clients. While commercial title business has been slow for several years, the Company believes its national commercial market share has grown through programs directed at major developers, lenders and law firms. Sales and Marketing. The Company markets its title insurance services to a broad range of customers. The Company believes that its primary source of business is from referrals from persons in the real estate community, such as independent escrow companies, real estate brokers, developers, mortgage brokers, mortgage bankers, financial institutions and attorneys. In addition to the referral market, the Company markets its title insurance services directly to large corporate customers and certain mortgage lenders. As title agents contribute a large portion of the Company's revenues, the Company also markets its title insurance services to independent agents. The Company's marketing efforts emphasize the quality and timeliness of its services and its national presence. While virtually all personnel in the Company's title insurance business assist in marketing efforts, the Company maintains a sales force of approximately 1,000 persons dedicated solely to marketing. This sales force is located throughout the Company's branch office network. The Company provides its sales personnel with training in selling techniques, and each branch manager is responsible for hiring the sales staff and ensuring that sales personnel under his or her supervision are properly trained. In addition to this sales force, the Company has approximately 20 sales personnel in its national accounts department. One of the responsibilities of the national accounts department sales personnel is the coordination of marketing efforts directed at large real estate lenders and companies developing, selling, buying or brokering properties on a multistate basis. The Company also supplements the efforts of its sales force through general advertising in various trade and professional journals. The Company's increased commercial sales effort during the past decade has enabled the Company to expand its commercial business base. Because commercial transactions involve higher coverage amounts and yield higher premiums, commercial title insurance business generates greater profit margins than does residential title insurance business. Accordingly, the Company plans to continue to emphasize its commercial sales program. Although sales outside of the United States account for a small percentage of the Company's revenues, the Company believes that the acceptance of title insurance in foreign markets has increased in recent years. Accordingly, the Company plans to continue its international sales efforts, particularly in Canada. Underwriting. Before a title insurance policy is issued, a number of underwriting decisions are made. For example, matters of record revealed during the title search may require a determination as to whether an exception should be taken in the policy. The Company believes that it is important for the underwriting function 3 to operate efficiently and effectively at all decision making levels so that transactions may proceed in a timely manner. To perform this function, the Company has underwriters at the branch level, the regional level and the national level. Based on the low turnover and longevity of First American's employees and its continuing training programs, the Company believes that its underwriting personnel are among the most experienced and well trained in the title insurance industry. Agency Operations. The relationship between the Company and each agent is governed by an agency agreement which states the conditions under which the agent is authorized to issue title insurance policies on behalf of the Company. The agency agreement also prescribes the circumstances under which the agent may be liable to the Company if a policy loss is attributable to error of the agent. Such agency agreements typically have a term of one to five years and are terminable immediately for cause. Due to the high incidence of agency fraud in the title insurance industry during the late 1980s, the Company instituted measures to strengthen its agent selection and audit programs. In determining whether to engage an independent agent, the Company investigates the agent's experience, background, financial condition and past performance. The Company maintains loss experience records for each agent and conducts periodic audits of its agents. The Company has also increased the number of agent representatives and agent auditors that it employs. Agent representatives periodically visit agents and examine their books and records. In addition to periodic audits, a full agent audit will be triggered if certain "warning signs" are evident. Warning signs that can trigger an audit include the failure to implement Company required accounting controls, shortages of escrow funds and failure to remit underwriting fees on a timely basis. Title Plants. The Company's network of title plants constitutes one of its principal assets. A title search is conducted by searching the public records or utilizing a title plant. While public records are indexed by reference to the names of the parties to a given recorded document, most title plants arrange their records on a geographic basis. Because of this difference, records of a title plant are generally easier to search. Most title plants also index prior policies, adding to searching efficiency. Many title plants are computerized. Certain offices of the Company utilize jointly owned plants or utilize a plant under a joint user agreement with other title companies. The Company believes its title plants, whether wholly or partially owned or utilized under a joint user agreement, are among the best in the industry. The Company's title plants are carried on its balance sheet at original cost, which includes the cost of producing or acquiring interests in title plants or the appraised value of subsidiaries' title plants at dates of acquisition for companies accounted for as purchases. Thereafter, the cost of daily maintenance of these plants is charged to expense as incurred. A properly maintained title plant has an indefinite life and does not diminish in value with the passage of time. Therefore, in accordance with generally accepted accounting principles, no provision is made for depreciation of these plants. Since each document must be reviewed and indexed into the title plant, such maintenance activities constitute a significant item of expense. The Company is able to offset title plant maintenance costs at its plants through joint ownership and access agreements with other title insurers and title agents. Reserves for Claims and Losses. The Company provides for title insurance losses based upon its historical experience by a charge to expense when the related premium revenue is recognized. The resulting reserve for known claims and incurred but not reported claims reflects management's best estimate of the total costs required to settle all claims reported to the Company and claims incurred but not reported, and is considered by the Company to be adequate for such purpose. In settling claims, the Company occasionally purchases and ultimately sells the interest of the insured in the real property or the interest of the claimant adverse to the insured. The assets so acquired are carried at the lower of cost or estimated realizable value. Notes, real estate and other assets purchased or otherwise acquired in settlement of claims, net of valuation reserves, totaled $11.1 million, $7.2 million and $6.0 million, respectively, as of December 31, 1996. 4 Reinsurance and Coinsurance. The Company assumes and distributes large title insurance risks through mechanisms of reinsurance and coinsurance. In reinsurance agreements, in consideration for a portion of the premium, the reinsurer accepts that part of the risk which the primary insurer cedes to the reinsurer over and above the portion retained by the primary insurer. The primary insurer, however, remains liable for the total risk in the event that the reinsurer does not meet its obligation. As a general rule, the Company does not retain more than $25 million of coverage on any single policy. Under coinsurance agreements, each coinsurer is jointly and severally liable for the risk insured, or for so much thereof as is agreed to by the parties. The Company's reinsurance activities account for less than 1% of its total title insurance operating revenues. Competition. The title insurance business is highly competitive. The number of competing companies and the size of such companies varies in the different areas in which the Company conducts business. Generally, in areas of major real estate activity, such as metropolitan and suburban localities, the company competes with many other title insurers. Approximately 90 title insurance underwriters are members of the American Land Title Association, the title insurance industry's national trade association. The Company's major nationwide competitors in its principal markets include Chicago Title and Trust Company (which also includes Ticor Title Insurance Company and Security Union Title Insurance Company) Commonwealth Land Title Insurance Company, Lawyers Title Insurance Company, Stewart Title Guaranty Company, Old Republic Title Insurance Group and Fidelity National Title Insurance Company. In addition to these nationwide competitors, numerous agency operations throughout the country provide aggressive competition on the local level. The Company believes that competition for title insurance business is based primarily on the quality and timeliness of service, because parties to real estate transactions are usually concerned with time schedules and costs associated with delays in closing transactions. In those states where prices are not established by regulatory authorities, the price of title insurance policies is also an important competitive factor. The Company believes that it provides quality service in a timely manner at competitive prices. THE COMPANY'S RELATED BUSINESSES As an adjunct to its title insurance business, in 1986 the company embarked on a diversification program by acquiring and developing financial service businesses closely related to the real estate transfer and closing process. To date, these businesses include real estate tax monitoring, mortgage credit reporting, flood zone determination, mortgage loan servicing systems, other property information and home warranty services. The development of these businesses has allowed the Company to become one of the nation's leading companies offering a full range of services to real property buyers and mortgage lenders. The Company also operates a trust and banking business in southern California. The Real Estate Information Service Business. The real estate information service business encompasses tax monitoring, mortgage credit reporting, flood zone determination, mortgage loan servicing systems and other property information services. The tax monitoring service, established by the Company in 1987, advises real property mortgage lenders of the status of property tax payments due on real estate securing their loans. With the acquisition of TRTS Data Services, Inc., (now named First American Real Estate Tax Service, Inc.) in November 1991, the Company believes that it is the second largest provider of tax monitoring services in the United States. Under a typical contract, a tax service provider monitors, on behalf of a mortgage lender, the real estate taxes owing on properties securing such lender's mortgage loans for the life of such loans. In general, providers of tax monitoring services, such as the Company's tax service, indemnify mortgage lenders against losses resulting from a failure to monitor delinquent taxes. Where a mortgage lender requires that tax payments be impounded on behalf of borrowers, providers of tax monitoring services, such as the Company's tax service, may be required to monitor and oversee the transfer of these monies to the taxing authorities and provide confirmation to lenders that such taxes have been paid. 5 The Company's tax service business markets its product through a nationwide sales staff which calls on servicers and originators of mortgage loans. The Company's primary source of tax service business is from large multistate mortgage lenders. The Company's only major nationwide competitor in the tax service business is Transamerica Real Estate Tax Service. Because of its broad geographic coverage and the large number of mortgage loans not being serviced by a third party tax service provider, the Company believes that it is well positioned to increase its market share in the tax service market. The fee charged to service each mortgage loan varies from region to region, but generally falls within the $44 to $80 price range and is paid in full at the time the contract is executed. The Company recognizes approximately 70% of this fee in the year the contract is executed. The remaining 30% of the fee is deferred over the remaining life of the contract. However, income taxes are paid on the entire fee in the year the fee is received. The Company maintains extremely small reserves for losses relating to its tax monitoring services because historically the Company's losses relating to such services have been negligible, and the Company is not presently aware of any reason why its historical loss experience will not continue at current levels. The Company's mortgage credit reporting service provides credit information reports for mortgage lenders throughout the United States. These reports are derived from two or more credit bureau sources and are summarized and prepared in a standard form acceptable to mortgage loan originators and secondary mortgage purchasers. The Company's mortgage credit reporting service has grown primarily through acquisitions. In 1994, the Company acquired all of the minority interests in its lower tier subsidiaries Metropolitan Credit Reporting Services, Inc., and Metropolitan Property Reporting Services, Inc. In 1994, the Company also acquired California Credit Data, Inc., and Prime Credit Reports, Inc., and in 1995, the Company acquired Credco, Inc. (now named First American Credco, Inc.). With the acquisition of First American Credco, Inc., the Company believes that it is now the largest mortgage credit reporting service in the United States. In January 1995, the Company acquired Flood Data Services, Inc. (now named First American Flood Data Services, Inc.). This business furnishes to mortgage lenders flood zone determination reports, which provide information on whether or not property securing a loan is in a governmentally delineated special flood hazard area. Federal legislation passed in 1994 requires that most mortgage lenders obtain a determination of the current flood zone status at the time each loan is originated and obtain updates during the life of the loan. First American Flood Data Services, Inc., is the largest provider of flood zone determinations in the United States. In April 1996, the Company acquired the Excelis Mortgage Loan Servicing System (MLS), now known as Excelis, Inc. Excelis MLS is the only commercially available real-time on-line servicing system that has been developed since 1990 to meet increasingly sophisticated market demands. The software employs rules-based technology which enables the user to customize the system to fit its individual servicing criteria and policies. In December 1996, the Company acquired Ward Associates, now known as First American Field Services. The company will be combined with First American's existing field services company to provide comprehensive inspection and property preservation services to mortgage lenders nationwide. With the acquisition, the Company believes that it is now the second largest field services company in the United States. The Home Warranty Business. The Company's home warranty business commenced operations in 1984, in part with the proceeds of a $1.5 million loan from the Company which was, in 1986, converted to a majority equity interest. The Company currently owns 79% of its home warranty business, which is operated as a second tier subsidiary, with the balance owned by management of that subsidiary. The Company's home warranty business issues one-year warranties which protect homeowners against defects in household systems and appliances, such as plumbing, water heaters and furnaces. The Company's home warranty subsidiary currently charges approximately $245 to $295 for its basic home warranty contract. Optional coverage is available for air conditioners, pools, spas, washers, dryers and refrigerators for charges ranging from approximately $25 to $125. For an additional charge, coverage is renewable annually at the option of the homeowner upon approval by the home warranty subsidiary. Fees for the warranties are paid at the closing of the home purchase and are recognized ratably over a 12 month period. Home warranties are marketed through real estate brokers and agents. This business is conducted in certain counties of Arizona, California, Nevada, Texas and Washington. In early 1997, the home warranty subsidiary expanded operations to North and South Carolina. The principal competitor of the Company's home warranty business is American Home Shield, a subsidiary of Service Master L.P. 6 The Trust Business. Since 1960, the Company has conducted a general trust business in California, acting as trustee when so appointed pursuant to court order or private agreement. In 1985, the Company formed a banking subsidiary into which its subsidiary trust operation was merged. As of December 31, 1996, the trust operation was administering fiduciary and custodial assets having a market value in excess of $1 billion. The Thrift Business. During 1988, the Company, through a majority owned subsidiary, acquired an industrial loan corporation (the "Thrift") that accepts thrift deposits and uses deposited funds to originate and purchase loans secured by commercial properties in southern California. As of December 31, 1996, the Thrift had approximately $51.3 million of demand deposits and $54.3 million of loans outstanding. The loans made by the Thrift currently range in amount from $12,000 to $1,000,000 with an average loan balance of $247,000. Loans are made only on a secured basis, at loan-to-value percentages no greater than 75%. The Thrift specializes in making commercial real estate loans and financing commercial equipment leases. In excess of 91% of the Thrift's loans are made on a variable rate basis. The average yield on the Thrift's loan portfolio as of December 31, 1996, was 11%. A number of factors are included in the determination of average yield, principal among which are loan fees and closing points amortized to income, prepayment penalties recorded as income, and amortization of discounts on purchased loans. The Thrift's primary competitors in the southern California commercial real estate lending market are other thrift and loan companies and, to a lesser extent, commercial banks. In recent years, many of the commercial banks operating in southern California have significantly reduced their involvement in the commercial real estate lending market as a result of the regulatory requirements to which they are subject. As a result, the Company has been able to enhance its competitive position in this market and obtain relatively high yields on its loan portfolio. In addition, the Company believes that many borrowers who might be eligible for loans from commercial banks use thrift and loan companies, such as the Thrift, because, in general, thrift and loan companies offer longer maturity loans than do commercial banks, which typically offer one-year renewable loans. There is, however, a higher degree of risk associated with longer term loans than shorter term loans. The Thrift's average loan is 60 months in duration. The performance of the Thrift's loan portfolio is evaluated on an ongoing basis by management of the Thrift. The Thrift places a loan on nonaccrual status when two payments become past due. When a loan is placed on nonaccrual status, the Thrift's general policy is to reverse from income previously accrued but unpaid interest. Income on such loans is subsequently recognized only to the extent that cash is received and future collection of principal is probable. Interest income on nonaccrual loans which would have been recognized during the year ended December 31, 1996, if all of such loans had been current in accordance with their original terms, totaled $23,000. Interest income actually recognized on these nonaccrual loans for the year ended December 31, 1996, was $10,000. The following table sets forth the amount of the Thrift's nonperforming loans as of the dates indicated.
YEAR ENDED DECEMBER 31 -------------------------------- 1996 1995 1994 1993 1992 ---- ------ ------ ------ ------ ($000) NONPERFORMING ASSETS: Loans accounted for on a nonaccrual basis...... $166 $1,956 $1,741 $1,833 $1,039 Accruing loans past due 90 or more days........ Troubled debt restructurings................... ---- ------ ------ ------ ------ Total........................................ $166 $1,956 $1,741 $1,833 $1,039 ==== ====== ====== ====== ======
Based on a variety of factors concerning the creditworthiness of its borrowers, the Thrift determined that it had $1,919,000 of potential problem loans in existence as of December 31, 1996. The Thrift's allowance for loan losses is established through charges to earnings in the form of provision for loan losses. Loan losses are charged to, and recoveries are credited to, the allowance for loan losses. The provision for loan losses is determined after considering various factors, such as loan loss experience, maturity of the portfolio, size of the portfolio, borrower credit history, the existing allowance for loan losses, current 7 charges and recoveries to the allowance for loan losses, the overall quality of the loan portfolio, and current economic conditions, as determined by management of the Thrift, regulatory agencies and independent credit review specialists. While many of these factors are essentially a matter of judgment and may not be reduced to a mathematical formula, the Company believes that, in light of the collateral securing its loan portfolio, the Thrift's current allowance for loan losses is an adequate allowance against foreseeable losses. The following table provides certain information with respect to the Thrift's allowance for loan losses as well as charge-off and recovery activity.
YEAR ENDED DECEMBER 31 -------------------------------- 1996 1995 1994 1993 1992 ------ ------ ---- ---- ---- ($000) ALLOWANCE FOR LOAN LOSSES: Balance at beginning of year............... $1,344 $ 950 $750 $500 $376 ------ ------ ---- ---- ---- Charge-Offs: Real estate-mortgage..................... (766) (194) (311) (66) (176) Assigned lease payments.................. (5) (9) (9) (21) (57) Other.................................... (44) (113) ------ ------ ---- ---- ---- (771) (203) (320) (131) (346) ------ ------ ---- ---- ---- Recoveries: Real estate-mortgage..................... 26 55 3 14 Assigned lease payments.................. 18 35 28 32 64 Other.................................... 23 9 ------ ------ ---- ---- ---- 44 35 83 58 87 ------ ------ ---- ---- ---- Net (charge-offs) recoveries............. (727) (168) (237) (73) (259) Provision for losses..................... 433 562 437 323 383 ------ ------ ---- ---- ---- Balance at end of year..................... $1,050 $1,344 $950 $750 $500 ====== ====== ==== ==== ==== Ratio of net charge-offs during the year to average loans outstanding during the year. 1.4% .4% .6% .2% .8% ====== ====== ==== ==== ====
The adequacy of the Thrift's allowance for loan losses is based on formula allocations and specific allocations. Formula allocations are made on a percentage basis which is dependent on the underlying collateral, the type of loan and general economic conditions. Specific allocations are made as problem or potential problem loans are identified and are based upon an evaluation by the Thrift's management of the status of such loans. Specific allocations may be revised from time to time as the status of problem or potential problem loans changes. The following table shows the allocation of the Thrift's allowance for loan losses and the percent of loans in each category to total loans at the dates indicated.
YEAR ENDED DECEMBER 31 ------------------------------------------------------------------------------- 1996 1995 1994 1993 1992 --------------- --------------- --------------- --------------- --------------- % OF % OF % OF % OF % OF ALLOWANCE LOANS ALLOWANCE LOANS ALLOWANCE LOANS ALLOWANCE LOANS ALLOWANCE LOANS --------- ----- --------- ----- --------- ----- --------- ----- --------- ----- ($000) LOAN CATEGORIES: Real estate--mortgage.. $1,015 100 $1,300 99 $879 99 $635 98 $465 90 Real estate-- construction.......... 3 1 18 4 Assigned lease payments.............. 34 41 71 1 95 1 15 5 Other.................. 1 20 1 2 1 ------ --- ------ --- ---- --- ---- --- ---- --- $1,050 100 $1,344 100 $950 100 $750 100 $500 100 ====== === ====== === ==== === ==== === ==== ===
8 ACQUISITIONS Commencing in the 1960s, the Company initiated a growth program with a view to becoming a nationwide provider of title insurance. This program included expansion into new geographic markets through internal growth and selective acquisitions of over 100 local and regional title companies. During the mid- 1980s, the Company began expanding into other real estate related financial services. Since 1980, the Company has made strategic acquisitions designed to expand not only its direct title operations, but also the range of services it can provide to real property buyers and mortgage lenders. The following lists some of the key acquisitions made in furtherance of this strategy:
YEAR OF ACQUIRED ENTITY(1) ACQUISITION PRINCIPAL MARKET(S) - ------------------ ----------- ------------------- TITLE INSURANCE: Land Title Insurance Company of St. Louis(2) 1980 Missouri St. Paul Title Insurance Corporation(3) 1982 Midwest First American Title Guaranty Holding Company(4) 1983 California Midland Title Security, Inc. 1986 Ohio Columbia Real Estate Title Insurance Company(3) 1987 District of Columbia The Port Lawrence Title Insurance and Trust Company 1988 Ohio Universal Title Insurance Company(3) 1988 Minnesota Mortgage Guarantee and Title Company 1988 Rhode Island Security Title & Trust Agency of Alaska, Inc. 1989 Alaska Southwest Title and Trust Company(2) 1990 Oklahoma Preferred Land Title Services, Inc. 1992 New York City Fidelity Title and Guaranty Company 1994 Florida Republic Title of Texas, Inc. 1994 Texas Consolidated Title & Abstract Company 1996 Minnesota Superior Abstract & Title Company(5) 1996 Michigan REAL ESTATE INFORMATION SERVICES: Metropolitan Realty Tax Service(5) 1990 East Coast TRTS Data Services, Inc. 1991 Nationwide Metropolitan Credit Reporting Services, Inc. 1993 Northeast Metropolitan Property Reporting Services, Inc. 1993 Northeast Credco, Inc. 1995 Nationwide Flood Data Services, Inc. 1995 Nationwide Excelis Mortgage Loan Servicing System(5) 1996 Nationwide Cuffaro Appraisal Services 1996 West Coast Ward Associates 1996 Nationwide The Robertson Company 1996 West Coast HOME WARRANTY: First American Home Buyers Protection 1986 Arizona, California, Corporation(6) Nevada, Texas and Washington
- -------- (1)Unless otherwise indicated, all entities listed are wholly owned by the Company. (2)99% owned. (3)Subsequently merged into First American Title Insurance Company. (4)80% owned. (5)Asset acquisition. (6)79% owned. 9 REGULATION The title insurance business is heavily regulated by state insurance regulatory authorities. These authorities generally possess broad powers with respect to the licensing of title insurers, the types and amounts of investments that title insurers may make, insurance rates, forms of policies and the form and content of required annual statements, as well as the power to audit and examine title insurers. Under state laws, certain levels of capital and surplus must be maintained and certain amounts of securities must be segregated or deposited with appropriate state officials. Various state statutes require title insurers to defer a portion of all premiums in a reserve for the protection of policyholders and to segregate investments in a corresponding amount. Further, most states restrict the amount of dividends and distributions a title insurer may make to its shareholders. The Company's home warranty business also is subject to regulation by insurance authorities in the states in which it conducts such business. The Company's trust company and industrial loan company are both subject to regulation by the Federal Deposit Insurance Corporation. In addition, the Company's trust company is regulated by the California Superintendent of Banks and the Company's industrial loan company is regulated by the California Commissioner of Corporations. INVESTMENT POLICIES The Company invests primarily in cash equivalents, federal and municipal governmental securities, mortgage loans and investment grade debt and equity securities. The largely fixed income portfolio is classified in the Company's financial statements as "available for sale." In addition to the Company's investment strategy, state laws impose certain restrictions upon the types and amounts of investments that may be made by the Company's regulated subsidiaries. Additionally, on April 21, 1992, the Company entered into a $65 million Credit Agreement with a syndicate of banks that includes The Chase Manhattan Bank (National Association) as both lender and agent for the syndicate (the "Credit Agreement"). Under the terms of the Credit Agreement, a term loan of $65 million was made to the Company on April 27, 1992, and the proceeds thereof were used to retire approximately $63 million of demand and term indebtedness. The Credit Agreement, as amended contains investment restrictions limiting the types and amounts of investments that the Company and its subsidiaries may make. Such restrictions limit the investments in and advances to subsidiaries and affiliated companies that the Company may make and generally limit the Company's other investments to investment grade securities, such as U.S. Treasury securities, insured bank time deposits or certificates of deposit, repurchase obligations secured by U.S. Treasury securities, bank commercial paper and secured money market funds. The Company is, however, permitted to make certain additional investments not in excess of 25% of stockholders' equity, of which no more than 60% may be in equity securities and no more than $5 million may be with any one issuer. EMPLOYEES The following table provides a summary of the total number of employees of the Company as of December 31, 1996:
NUMBER OF BUSINESS EMPLOYEES -------- --------- Title insurance................................................. 8,957 Real estate information services................................ 2,304 Home warranty................................................... 249 Trust and banking............................................... 101 ------ Total......................................................... 11,611 ======
10 ITEM 2. PROPERTIES. The Company owns two adjacent office buildings in Santa Ana, California, which house its executive offices, its trust and banking subsidiary and the Orange County title insurance branch operations. This complex, which contains approximately 105,000 square feet of floor space and an enclosed parking area, comprises one city block. The Company also owns an 18,000 square foot office building, located across the street from its main offices, that will provide space for expansion of its home office operations. The Company's title insurance subsidiary, First American, and its subsidiaries, own or lease buildings or office space in more than 400 locations throughout the United States and Canada, principally for their respective title operations. The Company's real estate information subsidiary, First American Real Estate Information Services, Inc. ("FAREISI"), owns a building in Irving, Texas, which houses its national operations center. This building contains 70,000 square feet of office space and was purchased in September 1992. FAREISI's corporate headquarters are housed in a leased office building located in St. Petersburg, Florida. In addition, FAREISI and its subsidiaries lease office space in more than 75 locations throughout the United States, principally for their respective operations. In January 1997, FAREISI executed a lease for a 231,000 square foot office building in Dallas, Texas. This building will provide FAREISI with the adequate space needed to consolidate their expanded operations. Occupancy of this building will commence in April 1997. The Company's home warranty subsidiary owns 1.7 acres of land in Van Nuys, California, which contains a 20,000 square foot office building, a 7,000 square foot warehouse and a parking lot. Each of the office facilities occupied by the Company or its subsidiaries is in good condition and adequate for its intended use. ITEM 3. LEGAL PROCEEDINGS. Set forth below is a brief description of material pending legal proceedings, other than ordinary routine litigation incidental to the Company's business, to which the Company or any of its subsidiaries is a party or of which any of their properties is the subject. The Company is involved in numerous routine legal proceedings incidental to the businesses described in Item 1 above. Some of these proceedings involve claims for damages in material amounts. At this time, however, the Company does not anticipate that the resolution of any of these proceedings will materially and adversely affect its financial condition. On April 13, 1990, a civil action entitled Brown, et al. v. Ticor Title Insurance Co., et al., Case No. Civ 90-0577 (PHX-SMM) (U.S. Dist. Ct. Ariz.), was filed in the U.S. District Court in Phoenix, Arizona, by Walter Thomas Brown and Jeffrey L. Dziewit, as purported representatives of title insurance purchasers in Arizona and Wisconsin, alleging violation by First American Title Insurance Company ("First American") and other title insurers of federal antitrust laws in the alleged fixing of rates for title insurance and for search and examination services by reason of defendants' participation in state-regulated rating bureaus in the two states. On October 11, 1994, the Judicial Panel on Multi-district Litigation ordered that an action entitled Segall, et al. v. Stewart Title Guaranty Co., et al., be transferred from the U.S. District Court for the Eastern District of Wisconsin to the District of Arizona for coordinated or consolidated pretrial proceedings with Brown. These two actions are now consolidated and part of MDL-94-1027, under the title "In Re: Title Search and Examination Services Antitrust Litigation." Segall is a civil suit filed on behalf of a purported class of purchasers of title insurance in Wisconsin against certain title insurance companies and individuals. The Segall suit alleges that the defendants violated federal antitrust laws by reason of the defendants' participation in the state- regulated rating bureau in Wisconsin. The purported plaintiff class includes the Wisconsin plaintiff class members alleged in Brown as well as some additional purported class members. First American, along with the other defendants in 11 these actions, has entered into an agreement with the plaintiffs to settle both actions that has been approved by the District Court. The Court's order approving the settlement agreement became final on July 24, 1996. The Company does not believe that compliance with this agreement will materially and adversely affect its financial condition. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report. PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS. COMMON STOCK MARKET PRICES AND DIVIDENDS The Company's common stock began trading on the New York Stock Exchange (ticker symbol FAF) on December 3, 1993. Prior to December 3, 1993, the Company's common stock was traded over-the-counter on the NASDAQ National Market System. The approximate number of record holders of common stock on February 21, 1997, was 3,087. High and low stock prices and dividends for the last two years were:
1996 1995 ----------------------- ----------------------- HIGH-LOW CASH HIGH-LOW CASH QUARTER ENDED RANGE DIVIDENDS RANGE DIVIDENDS - ------------- ------------- --------- ------------- --------- March 31........................ $32.00-$25.13 $.15 $20.63-$16.75 $.15 June 30......................... $33.75-$24.88 $.18 $25.50-$19.13 $.15 September 30.................... $35.75-$29.25 $.18 $25.38-$22.75 $.15 December 31..................... $41.13-$33.63 $.18 $27.38-$21.75 $.15
While the Company expects to continue its policy of paying regular quarterly cash dividends, future dividends will be dependent on future earnings, financial condition and capital requirements. The payment of dividends is subject to the restrictions described in Notes 2 and 8 to the consolidated financial statements included in "Item 8. Financial Statements and Supplementary Data" of Part II of this report. RECENT SALES OF UNREGISTERED SECURITIES In the last three years, the Company has issued unregistered shares of its' common stock to the sellers of the businesses in the acquisitions listed below.
NUMBER CONSIDERATION DATE OF SALE OF SHARES RECEIVED - ------------ --------- ------------- March 1, 1994........................................... 65,265 $1,256,290 November 4, 1994........................................ 20,000 $ 397,500 September 14, 1995...................................... 45,000 $1,108,000 December 29, 1995....................................... 60,000 $1,605,000 September 13, 1996...................................... 65,375 $2,173,719 December 10, 1996....................................... 137,143 $5,417,149
12 ITEM 6. SELECTED FINANCIAL DATA. THE FIRST AMERICAN FINANCIAL CORPORATION AND SUBSIDIARY COMPANIES
YEAR ENDED DECEMBER 31 ------------------------------------------------------ 1996 1995 1994 1993 1992 ---------- ---------- ---------- ---------- ---------- (IN THOUSANDS, EXCEPT PERCENT, PER SHARE AMOUNTS AND EMPLOYEE DATA) Revenues................ $1,597,566 $1,250,216 $1,376,393 $1,398,426 $1,115,467 Income before cumulative effect of a change in accounting for income taxes (Note A)......... $ 53,589 $ 7,587 $ 18,945 $ 62,091 $ 43,258 Net income.............. $ 53,589 $ 7,587 $ 18,945 $ 66,291 $ 43,258 Total assets............ $ 979,794 $ 873,778 $ 828,649 $ 786,448 $ 691,279 Notes and contracts payable................ $ 71,257 $ 77,206 $ 89,600 $ 85,022 $ 81,981 Stockholders' equity.... $ 352,465 $ 302,767 $ 292,110 $ 283,718 $ 216,842 Return on average stockholders' equity... 16.4% 2.6% 6.6% 26.5% 24.4% Cash dividends on common shares................. $ 7,928 $ 6,850 $ 6,869 $ 5,840 $ 3,989 Per share of common stock (Note B)-- Income before cumulative effect of a change in accounting for income taxes...... $ 4.68 $ .67 $ 1.66 $ 5.47 $ 4.55 Net income............. $ 4.68 $ .67 $ 1.66 $ 5.84 $ 4.55 Stockholders' equity... $ 30.51 $ 26.53 $ 25.63 $ 24.93 $ 19.26 Cash dividends......... $ .69 $ .60 $ .60 $ .51 $ .41 Number of common shares outstanding-- Weighted average during the year.............. 11,451 11,403 11,447 11,353 9,502 End of year............ 11,554 11,411 11,395 11,381 11,260 Title orders opened (Note C)............... 1,027 894 873 1,218 1,048 Tile orders closed (Note C)..................... 775 667 723 933 809 Number of employees..... 11,611 10,149 9,033 10,679 8,694
- -------- Note A--On January 1, 1993, the Company adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes." As a result, the Company recognized a benefit of $4.2 million, or $.37 per share representing the cumulative effect of a change in accounting for income taxes. Note B--Per share information relating to net income is based on the weighted average number of shares outstanding for the years presented. Per share information relating to stockholders' equity is based on shares outstanding at the end of each year. Note C--Title order volumes are those processed by the direct title operations of the Company and do not include orders processed by agents. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS. RESULTS OF OPERATIONS Overview. As with all providers of real estate-related financial and informational services, the Company's revenues depend, in large part, upon the level of real estate activity and the cost and availability of mortgage funds. The majority of the Company's revenues for the title insurance and real estate information segments result from resales and refinancings of residential real estate, and to a lesser extent, from commercial transactions and the construction and sale of new properties. Revenues for the Company's home warranty segment result primarily from residential resale activity and do not benefit from refinancings. Traditionally, the greatest volume of real estate activity, particularly residential resale, has occurred in the spring and summer months. However, numerous actions taken by the Federal Reserve Board during 1992 and 1993 to stimulate economic recovery caused unusual fluctuations in the traditional pattern of real estate activity. During 1993, mortgage interest rates 13 fell to their lowest level in 25 years. This decline in rates caused an unprecedented volume of refinance transactions and the Company's title insurance and real estate information segments processed record order volumes. Due to inflationary concerns, the Federal Reserve Board began a succession of interest rate increases in February 1994. The resulting increase in mortgage interest rates adversely affected the Company's revenue base in the second half of 1994 (primarily the fourth quarter) as refinance activity came to a virtual halt. This, coupled with the persistently poor real estate economy in California and a return of the traditional seasonal real estate cycle, resulted in a low inventory of open transactions going into 1995. As a result, 1995 first quarter operating revenues experienced a 30% decline when compared with the same period of the prior year. In response to the severe decline in new orders, the Company instituted personnel reductions totaling 26% of the work force from March 1994 through February 1995. However, the cost-cutting measures lagged the revenue declines resulting in losses for the fourth quarter 1994 and the first quarter 1995. Mortgage interest rates peaked in January 1995 and decreased throughout the remainder of the year and into 1996, helped by an easing of monetary policy by the Federal Reserve Board. This decrease in mortgage interest rates, as well as increased consumer confidence, contributed significantly to an improved national real estate economy during the second half of 1995, and resulted in a 26% improvement in operating revenues when compared to the first half of 1995. This resurgence in real estate activity generated a high inventory of open transactions going into 1996, which together with the continuation of lower mortgage interest rates, the improved national real estate economy and the Company's successful integration of its diverse businesses, resulted in record revenues and strong profits for 1996. Operating revenues. A summary by segment of the Company's operating revenues is as follows:
1996 % 1995 % 1994 % ---------- --- ---------- --- ---------- --- (IN THOUSANDS, EXCEPT PERCENT) Title Insurance: Direct Operations................ $ 626,314 40 $ 517,616 42 $ 562,566 41 Agency Operations................ 641,919 41 517,173 42 659,015 49 ---------- --- ---------- --- ---------- --- 1,268,233 81 1,034,789 84 1,221,581 90 Real Estate Information............ 246,745 16 145,755 12 94,816 7 Home Warranty...................... 38,351 2 32,531 3 28,116 2 Trust and Banking.................. 17,839 1 14,110 1 12,433 1 ---------- --- ---------- --- ---------- --- $1,571,168 100 $1,227,185 100 $1,356,946 100 ========== === ========== === ========== ===
Operating revenues from direct title operations increased 21.0% in 1996 when compared with the same period of the prior year. This increase was attributable to a 16.2% increase in the number of title orders closed by the Company's direct operations, as well as a 4.1% increase in the average revenues per order closed. The Company's direct operations closed 775,100 title orders during 1996, as compared with 667,200 title orders closed during 1995. This increase was primarily due to the continuation of lower mortgage interest rates, the improved national real estate economy and an increase in the Company's national market share. The average revenues per order closed were $808 for 1996, as compared with $776 for the same period of the prior year. This increase was primarily attributable to an increased mix of residential resale activity and, to lesser extent, a resurgence in commercial real estate activity. Operating revenues from direct title operations decreased 8.0% in 1995 as compared with 1994. This decrease was primarily attributable to a 7.7% decrease in the number of title orders closed by the Company's direct operations. The Company's direct title operations closed 667,200 title orders during 1995, as compared with 722,900 title orders closed during 1994. This decrease was attributable to higher interest rates and inclement weather which resulted in reduced national real estate activity in the first half of 1995. Operating revenues from agency title operations, which are more concentrated in the midwestern and eastern sectors of the country, increased 24.1% in 1996 over 1995 and decreased 21.5% in 1995 from 1994. These fluctuations were primarily attributable to the same factors affecting direct operations mentioned above, compounded by the inherent delay in the reporting by agents. 14 Real estate information operating revenues increased 69.3% in 1996 over 1995. This increase was primarily attributable to the same factors affecting title insurance mentioned above and, to a lesser extent, $11.3 million of operating revenues contributed by new acquisitions. Real estate information operating revenues increased 53.7% in 1995 over 1994. This increase was primarily attributable to $59.8 million of operating revenues contributed by new acquisitions. Home warranty operating revenues increased 17.9% in 1996 over 1995 and 15.7% in 1995 over 1994. These increases were primarily attributable to improvements in certain of the residential resale markets in which this segment operates, successful geographic expansion, increased consumer awareness and an increase in the number of annual renewals. Investment and other income. Investment and other income increased 14.6% in 1996 over 1995. This increase was primarily attributable to an increase in realized investment gains of $1.7 million, as well as an increase in fixed income securities, offset in part by a 5.4% decrease in the average investment portfolio balance. Investment and other income increased 18.4% in 1995 over 1994. This increase was primarily due to a $.7 million fire insurance recovery, an increase of $1.3 million in realized investment gains and increased equity in earnings of affiliates, offset in part by a 9.3% decrease in the average investment portfolio balance. See Note 9 to the consolidated financial statements for additional details on investment and other income. Salaries and other personnel costs. A summary by segment of the Company's salaries and other personnel costs is as follows:
1996 % 1995 % 1994 % -------- --- -------- --- -------- --- (IN THOUSANDS, EXCEPT PERCENT) Title Insurance.......................... $413,164 78 $352,745 82 $369,100 87 Real Estate Information.................. 90,559 17 57,738 13 36,073 8 Home Warranty............................ 9,075 2 7,714 2 7,078 2 Trust and Banking........................ 6,621 1 4,799 1 4,087 1 Corporate................................ 11,831 2 8,988 2 6,990 2 -------- --- -------- --- -------- --- $531,250 100 $431,984 100 $423,328 100 ======== === ======== === ======== ===
The Company's title insurance segment is labor intensive; accordingly, a major variable expense component is salaries and other personnel costs. This expense component is affected by two competing factors: the need to monitor personnel changes to match corresponding or anticipated new orders, and the need to provide quality service. In addition, the Company's growth in operations servicing builder and lender business has created ongoing fixed costs required to service accounts. Title insurance personnel expenses increased 17.1% in 1996 over 1995. This increase was primarily attributable to the costs incurred servicing the heavy volume of title orders that commenced during the latter part of 1995 and continued into 1996 and, to a lesser extent, acquisition activity. The Company's direct operations opened 1,026,900 orders in 1996, an increase of 14.8% when compared with the 894,400 orders opened during 1995. Title insurance personnel expenses decreased 4.4% in 1995 from 1994. This decrease related directly to the Company's intensified efforts during the latter part of 1994 and the beginning of 1995 to adjust personnel and related expense levels commensurate with new order counts. This cost-containment process stabilized the cost of the labor base at a more acceptable level as business improved during the second quarter 1995. This decrease was offset, in part, by acquisition activity and modest personnel increases in the second half of 1995. Real estate information personnel expenses increased 56.8% in 1996 over 1995. This increase was primarily attributable to costs incurred servicing the increase in business volume, as well as approximately $8.6 million of costs attributable to company acquisitions. Personnel expenses increased 60.1% in 1995 over 1994. This increase was primarily due to $20.0 million of personnel costs associated with company acquisitions, offset in part by personnel reductions associated with the decline in tax service contracts which began in the last half of 1994 and continued into the first half of 1995. Contributing to the increases in 1996 and 1995 were costs associated with in-house development of new electronic communications delivery systems for information- based products. 15 Home warranty personnel expenses increased 17.6% in 1996 over 1995 and 9.0% in 1995 over 1994. These increases were primarily due to the additional personnel required to service the increased business volume in the states this segment currently services, as well as new geographic expansion and modest salary increases. Premiums retained by agents. A summary of agent retention and agent revenues is as follows:
1996 1995 1994 -------- -------- -------- (IN THOUSANDS, EXCEPT PERCENT) Agent Retention...................................... $516,593 $413,444 $533,598 ======== ======== ======== Agent Revenues....................................... $641,919 $517,173 $659,015 ======== ======== ======== % Retained by Agents................................. 80% 80% 81% ======== ======== ========
The premium split between underwriter and agents is in accordance with their respective agency contracts and can vary from region to region due to divergence's in real estate closing practices as well as rating structures. As a result, the percentage of title premiums retained by agents can vary due to the geographical mix of revenues from agency operations. Other operating expenses. A summary by segment of the Company's other operating expenses is as follows:
1996 % 1995 % 1994 % -------- --- -------- --- -------- --- (IN THOUSANDS, EXCEPT PERCENT) Title Insurance.......................... $218,443 67 $188,024 72 $184,723 79 Real Estate Information.................. 93,932 29 61,167 23 37,479 16 Home Warranty............................ 1,323 1,843 1 1,901 1 Trust and Banking........................ 6,982 2 5,650 2 4,829 2 Corporate................................ 7,064 2 3,927 2 3,600 2 -------- --- -------- --- -------- --- $327,744 100 $260,611 100 $232,532 100 ======== === ======== === ======== ===
Title insurance other operating expenses increased 16.2% in 1996 over 1995 and 1.8% in 1995 over 1994. These increases were primarily the result of the impact created by the changes in incremental costs (i.e., office supplies, document reproduction, messenger services, plant maintenance and title search costs) associated with the relative changes in title order volume. Also contributing to the increases were marginal price level increases, offset in part by successful cost-containment programs. Real estate information other operating expenses increased 53.6% in 1996 over 1995 and 63.2% in 1995 over 1994. These increases were primarily attributable to costs incurred servicing the increased business activity, as well as $7.0 million and $28.8 million of other operating costs relating to acquisitions in 1996 and 1995, respectively, offset in part by cost- containment programs. Contributing to the increases were costs incurred developing and enhancing new electronic communications delivery systems for information-based products and costs associated with assimilating and expanding this segment's increased operations. Provision for title losses and other claims. A summary by segment of the Company's provision for title losses and other claims is as follows:
1996 % 1995 % 1994 % ------- --- ------- --- -------- --- (IN THOUSANDS, EXCEPT PERCENT) Title Insurance............................ $58,909 68 $68,338 76 $ 93,012 84 Real Estate Information.................... 4,453 5 3,166 3 2,129 2 Home Warranty.............................. 23,055 27 18,857 21 15,022 14 Trust and Banking.......................... 70 26 67 ------- --- ------- --- -------- --- $86,487 100 $90,387 100 $110,230 100 ======= === ======= === ======== ===
16 The provision for title insurance losses expressed as a percentage of title insurance operating revenues was 4.6% in 1996, 6.6% in 1995, and 7.6% in 1994. These decreases reflect an ongoing improvement in the Company's claims experience. The provision for home warranty losses as a percentage of home warranty operating revenues was 60.1% in 1996, 58.0% in 1995 and 53.4% in 1994. These increases were primarily attributable to increases in the average number of claims per contract experienced during these periods, resulting from the home warranty operation offering extended coverages on its warranties. Depreciation and amortization. Depreciation and amortization as well as capital expenditures are summarized in Note 15 to the consolidated financial statements. Interest. Interest expense decreased 23.2% in 1996 when compared with 1995. This decrease was primarily attributable to a 13.5% reduction in the average outstanding debt balance and a reduced interest rate option on the Company's variable rate indebtedness. See Note 8 to the consolidated financial statements for a description of the Company's borrowings under its bank credit agreement. Interest expense remained relatively unchanged in 1995 when compared with 1994 primarily as the result of a constant average outstanding debt balance and comparable average interest rates. Minority interests. Minority interests in net income of consolidated subsidiaries increased 23.1% in 1996 over 1995 and decreased 27.6% in 1995 from 1994. The increase in 1996 over 1995 was primarily attributable to the relatively strong operating results of the Company's less than 100% owned subsidiaries, offset in part by purchases of shares from minority shareholders. The decrease in 1995 over 1994 was primarily attributable to the Company's purchase of shares from minority shareholders. Pretax profits. A summary by segment of the Company's pretax profits is as follows:
1996 % 1995 % 1994 % -------- --- -------- --- -------- --- (IN THOUSANDS, EXCEPT PERCENT) Title Insurance....................... $ 66,056 51 $ 17,540 37 $ 37,819 58 Real Estate Information............... 52,581 40 19,690 42 17,371 27 Home Warranty......................... 8,178 6 6,828 14 6,709 10 Trust and Banking..................... 3,728 3 3,304 7 3,214 5 -------- --- -------- --- -------- --- 130,543 100 47,362 100 65,113 100 -------- === -------- === -------- === Corporate............................. (24,678) (19,948) (17,415) -------- -------- -------- $105,865 $ 27,414 $ 47,698 ======== ======== ========
The Company's profit margins and pretax profits vary according to a number of factors, including the volume, composition (residential or commercial) and type (resale, refinancing or new construction) of real estate activity. For example, in title insurance operations, commercial transactions tend to generate higher revenues and greater profit margins than residential transactions. Further, profit margins from refinancing activities are lower than those from resale activities because in many states there are premium discounts on, and cancellation rates are higher for, refinancing transactions. Cancellations of title orders adversely affect pretax profits because costs are incurred in opening and processing such orders but revenues are not generated. Also, the Company's direct title insurance business has significant fixed costs in addition to its variable costs. Accordingly, profit margins from the Company's direct title insurance business improve as the volume of title orders closed increases. Title insurance profit margins are also affected by the percentage of operating revenues generated by agency operations. Profit 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. Real estate information pretax profits are generally unaffected by the type of real estate activity but increase as the volume of residential real estate loan transactions increases. Home warranty pretax profits improve as the volume of residential resales increases. In general, the title insurance business is a lower margin business when compared to the Company's other segments. The lower margins reflect the high fixed cost of producing title evidence whereas the corresponding revenues are subject to regulatory and competitive pricing constraints. 17 The increases in corporate expenses were primarily attributable to increased costs associated with supporting the overall growth of the Company's businesses as well as unallocated expenses associated with employee benefit plans. Premium taxes. A summary by pertinent segment of the Company's premium taxes is as follows:
1996 % 1995 % 1994 % ------- --- ------- --- ------- --- (IN THOUSANDS, EXCEPT PERCENT) Title Insurance............................. $15,927 96 $13,016 96 $14,873 96 Home Warranty............................... 749 4 611 4 580 4 ------- --- ------- --- ------- --- $16,676 100 $13,627 100 $15,453 100 ======= === ======= === ======= ===
Insurers are generally 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 title insurance and home warranty operating revenues. Premium taxes for title insurance increased 22.4% in 1996 over 1995 and decreased 12.5% in 1995 from 1994. These changes correspond to the relative changes in title insurance operating revenues. Premium taxes as a percent of title insurance operating revenues remained relatively constant at approximately 1.2%. Premium taxes for home warranty increased 22.6% in 1996 over 1995 and 5.3% in 1995 over 1994. These changes reflect the level of home warranty premiums written during the respective periods. Income taxes. The Company's effective income tax rate, which includes a provision for state income and franchise taxes for non-insurance subsidiaries, was 39.9% for 1996, 45.0% for 1995 and 41.2% for 1994. The decrease in the effective rate for the current year when compared with the prior year was primarily attributable to changes in the ratio of permanent differences to income before income taxes. The increase for 1995 when compared with 1994 was primarily due to increases in state income and franchise taxes which resulted from the Company's non-insurance subsidiaries' contribution to pretax profits. Information regarding items included in the reconciliation of the effective rate with the federal statutory rate is contained in Note 10 to the consolidated financial statements. Net income. Net income and per share information are summarized as follows:
1996 1995 1994 ------- ------- ------- (IN THOUSANDS, EXCEPT INCOME PER SHARE) Net income............................................. $53,589 $ 7,587 $18,945 ======= ======= ======= Weighted average shares................................ 11,451 11,403 11,447 ======= ======= ======= Net income per share................................... $ 4.68 $ 0.67 $ 1.66 ======= ======= =======
LIQUIDITY AND CAPITAL RESOURCES Cash provided by operating activities amounted to $88.3 million, $30.4 million and $53.9 million for 1996, 1995 and 1994, respectively, after claim payments of $78.0 million, $66.6 million and $87.6 million, respectively. The principal non-operating uses of cash and cash equivalents for the three-year period ended December 31, 1996, were for additions to the investment portfolio, capital expenditures, company acquisitions and the repayment of debt. The most significant nonoperating sources of cash and cash equivalents were from proceeds from the sales and maturities of certain investments, and in 1994, proceeds from the sale of property and equipment and proceeds from the issuance of debt. The net effect of all activities on total cash and cash equivalents was an increase of $27.5 million for 1996, a decrease of $8.3 million in 1995 and an increase of $23.9 million in 1994. 18 Notes and contracts payable as a percentage of total capitalization as of December 31, 1996, was 16.0% as compared with 19.1% as of the prior year end. The decrease was primarily attributable to an increase in the capital base due to the net income for the year, as well as a $5.9 million net decrease in debt. The Company maintains a $30.0 million revolving line of credit which remained unused as of December 31, 1996. This credit agreement is more fully described in Note 8 to the consolidated financial statements. Pursuant to various insurance and other regulations, the maximum amount of dividends, loans and advances available to the Company in 1997 from its principal subsidiary, First American Title Insurance Company, is $49.7 million. Such restrictions have not had, nor are they expected to have, an impact on the Company's ability to meet its cash obligations. Due to the Company's significant liquid asset position and its consistent ability to generate cash flows from operations, management believes that its resources are sufficient to satisfy its anticipated cash requirements. The Company's strong financial position will enable management to react to future opportunities for acquisitions or other investments in support of the Company's continued growth and expansion. 19 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Separate financial statements for subsidiaries not consolidated and 50% or less owned persons accounted for by the equity method have been omitted because, if considered in the aggregate, they would not constitute a significant subsidiary. INDEX
PAGE NO. ---- Report of Independent Accountants.......................................... 21 Financial Statements: Consolidated Balance Sheets.............................................. 22 Consolidated Statements of Income........................................ 24 Consolidated Statements of Stockholders' Equity.......................... 25 Consolidated Statements of Cash Flows.................................... 26 Notes to Consolidated Financial Statements............................... 27 Unaudited Quarterly Financial Data......................................... 42 Financial Statement Schedules: I.Summary of Investments--Other than Investments in Related Parties...... 43 II.Condensed Financial Information of Registrant......................... 44 III.Supplementary Insurance Information.................................. 48 IV.Reinsurance........................................................... 50 V.Valuation and Qualifying Accounts...................................... 51
Financial statement schedules not listed above are either omitted because they are not applicable or the required information is shown in the consolidated financial statements or in the notes thereto. 20 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Stockholders of The First American Financial Corporation: In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of The First American Financial Corporation and its subsidiaries at December 31, 1996 and 1995, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1996, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PRICE WATERHOUSE LLP Costa Mesa, California February 11, 1997 21 THE FIRST AMERICAN FINANCIAL CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEETS
DECEMBER 31 -------------------------- 1996 1995 ------------ ------------ ASSETS ------ Cash and Cash Equivalents.......................... $173,439,000 $145,902,000 ------------ ------------ Accounts and Accrued Income Receivable, less allowances ($5,351,000 and $5,970,000)............ 89,355,000 75,069,000 ------------ ------------ Investments: Deposits with savings and loan associations and banks........................................... 21,674,000 18,637,000 Debt securities.................................. 130,576,000 128,875,000 Equity securities................................ 8,517,000 21,445,000 Other long-term investments...................... 30,414,000 25,230,000 ------------ ------------ 191,181,000 194,187,000 ------------ ------------ Loans Receivable................................... 54,256,000 46,134,000 ------------ ------------ Property and Equipment, at cost: Land............................................. 15,869,000 15,031,000 Buildings........................................ 77,265,000 73,580,000 Furniture and equipment.......................... 129,783,000 103,885,000 Less--accumulated depreciation................... (92,451,000) (73,672,000) ------------ ------------ 130,466,000 118,824,000 ------------ ------------ Title Plants and Other Indexes..................... 94,226,000 82,454,000 ------------ ------------ Assets Acquired in Connection with Claim Settlements....................................... 24,270,000 25,592,000 ------------ ------------ Deferred Income Taxes.............................. 38,401,000 39,994,000 ------------ ------------ Goodwill and Other Intangibles, less accumulated amortization ($11,116,000 and $9,227,000)......... 87,189,000 71,825,000 ------------ ------------ Deferred Policy Acquisition Costs.................. 24,753,000 24,342,000 ------------ ------------ Other Assets....................................... 72,258,000 49,455,000 ------------ ------------ $979,794,000 $873,778,000 ============ ============
See Notes to Consolidated Financial Statements 22 THE FIRST AMERICAN FINANCIAL CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEETS--(CONTINUED)
DECEMBER 31 ------------------------- 1996 1995 ------------ ------------ LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Demand Deposits...................................... $ 51,321,000 $ 43,418,000 ------------ ------------ Accounts Payable and Accrued Liabilities: Accounts payable................................... 7,218,000 6,289,000 Salaries and wages................................. 32,553,000 20,872,000 Pension costs...................................... 32,592,000 26,228,000 Other.............................................. 57,962,000 27,549,000 ------------ ------------ 130,325,000 80,938,000 ------------ ------------ Deferred Revenue..................................... 104,133,000 104,315,000 ------------ ------------ Reserve for Known and Incurred But Not Reported Claims.............................................. 245,245,000 238,161,000 ------------ ------------ Income Taxes Payable................................. 2,554,000 2,812,000 ------------ ------------ Notes and Contracts Payable.......................... 71,257,000 77,206,000 ------------ ------------ Minority Interests in Consolidated Subsidiaries...... 22,494,000 24,161,000 ------------ ------------ Commitments and Contingencies (Notes 13 and 14) Stockholders' Equity: Preferred stock, $1 par value Authorized--500,000 shares Outstanding--None Common stock, $1 par value Authorized--24,000,000 shares Outstanding--11,554,000 and 11,411,000 shares.... 11,554,000 11,411,000 Additional paid-in capital......................... 49,420,000 44,270,000 Retained earnings.................................. 288,754,000 243,093,000 Net unrealized gain on securities.................. 2,737,000 3,993,000 ------------ ------------ Total Stockholders' Equity........................... 352,465,000 302,767,000 ------------ ------------ $979,794,000 $873,778,000 ============ ============
See Notes to Consolidated Financial Statements 23 THE FIRST AMERICAN FINANCIAL CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF INCOME
YEAR ENDED DECEMBER 31 -------------------------------------------- 1996 1995 1994 -------------- -------------- -------------- Revenues Operating revenues.............. $1,571,168,000 $1,227,185,000 $1,356,946,000 Investment and other income..... 26,398,000 23,031,000 19,447,000 -------------- -------------- -------------- 1,597,566,000 1,250,216,000 1,376,393,000 -------------- -------------- -------------- Expenses Salaries and other personnel costs.......................... 531,250,000 431,984,000 423,328,000 Premiums retained by agents..... 516,593,000 413,444,000 533,598,000 Other operating expenses........ 327,744,000 260,611,000 232,532,000 Provision for title losses and other claims................... 86,487,000 90,387,000 110,230,000 Depreciation and amortization... 22,207,000 18,002,000 19,796,000 Interest........................ 4,796,000 6,242,000 6,267,000 Minority interests.............. 2,624,000 2,132,000 2,944,000 -------------- -------------- -------------- 1,491,701,000 1,222,802,000 1,328,695,000 -------------- -------------- -------------- Income before premium and income taxes............................ 105,865,000 27,414,000 47,698,000 Premium taxes..................... 16,676,000 13,627,000 15,453,000 -------------- -------------- -------------- Income before income taxes........ 89,189,000 13,787,000 32,245,000 Income taxes...................... 35,600,000 6,200,000 13,300,000 -------------- -------------- -------------- Net income........................ $ 53,589,000 $ 7,587,000 $ 18,945,000 ============== ============== ============== Per share data--based upon the weighted average number of common shares outstanding............... $4.68 $0.67 $1.66 ============== ============== ==============
See Notes to Consolidated Financial Statements 24 THE FIRST AMERICAN FINANCIAL CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
NET UNREALIZED ADDITIONAL LONG-TERM GAIN (LOSS) COMMON PAID-IN RETAINED DEBT OF ON SHARES STOCK CAPITAL EARNINGS ESOT SECURITIES ---------- ----------- ----------- ------------ ----------- ----------- Balance at December 31, 1993................... 11,381,000 $11,381,000 $43,141,000 $230,280,000 $(2,597,000) $ 1,513,000 Net income for 1994..... 18,945,000 Cash dividends on common shares................. (6,869,000) Shares issued in connection with company acquisitions........... 85,000 85,000 2,596,000 Shares issued in connection with stock bonus plan............. 55,000 55,000 1,855,000 Purchase of Company shares................. (126,000) (126,000) (3,579,000) Decrease in ESOT debt... 2,597,000 Net unrealized loss on securities............. (7,167,000) ---------- ----------- ----------- ------------ ----------- ----------- Balance at December 31, 1994................... 11,395,000 11,395,000 44,013,000 242,356,000 -- (5,654,000) Net income for 1995..... 7,587,000 Cash dividends on common shares................. (6,850,000) Shares issued in connection with company acquisitions........... 105,000 105,000 2,607,000 Shares issued in connection with stock bonus plan............. 65,000 65,000 1,088,000 Purchase of Company shares................. (154,000) (154,000) (3,438,000) Net unrealized gain on securities............. 9,647,000 ---------- ----------- ----------- ------------ ----------- ----------- Balance at December 31, 1995................... 11,411,000 11,411,000 44,270,000 243,093,000 -- 3,993,000 Net income for 1996..... 53,589,000 Cash dividends on common shares................. (7,928,000) Shares issued in connection with company acquisitions........... 200,000 200,000 7,358,000 Shares issued in connection with stock bonus plan............. 50,000 50,000 1,220,000 Purchase of Company shares................. (107,000) (107,000) (3,428,000) Net unrealized loss on securities............. (1,256,000) ---------- ----------- ----------- ------------ ----------- ----------- Balance at December 31, 1996................... 11,554,000 $11,554,000 $49,420,000 $288,754,000 $ -- $ 2,737,000 ========== =========== =========== ============ =========== ===========
See Notes to Consolidated Financial Statements 25 THE FIRST AMERICAN FINANCIAL CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31 ---------------------------------------- 1996 1995 1994 ------------ ------------ ------------ Cash flows from operating activities: Net income.......................... $ 53,589,000 $ 7,587,000 $ 18,945,000 Adjustments to reconcile net income to cash provided by operating activities-- Provision for title losses and other claims..................... 86,487,000 90,387,000 110,230,000 Depreciation and amortization..... 22,207,000 18,002,000 19,796,000 Minority interests in net income.. 2,624,000 2,132,000 2,944,000 Other, net........................ (366,000) 207,000 1,673,000 Changes in assets and liabilities excluding effects of company acquisitions and noncash transactions-- Claims paid, including assets acquired, net of recoveries...... (78,048,000) (66,639,000) (87,579,000) Net change in income tax accounts. 381,000 10,777,000 (19,159,000) (Increase) decrease in accounts and accrued income receivable.... (11,324,000) (22,943,000) 17,809,000 Increase (decrease) in accounts payable and accrued liabilities.. 28,844,000 11,057,000 (5,140,000) (Decrease) increase in deferred revenue.......................... (426,000) (13,588,000) 8,544,000 Other, net........................ (15,688,000) (6,542,000) (14,148,000) ------------ ------------ ------------ Cash provided by operating activities......................... 88,280,000 30,437,000 53,915,000 ------------ ------------ ------------ Cash flows from investing activities: Net cash effect of company acquisitions....................... (6,627,000) (30,921,000) (9,075,000) Net (increase) decrease in deposits with banks......................... (3,037,000) 901,000 2,864,000 Purchases of debt and equity securities......................... (68,498,000) (19,513,000) (94,826,000) Proceeds from sales of debt and equity securities.................. 46,506,000 41,066,000 40,755,000 Proceeds from maturities of debt securities......................... 31,291,000 19,278,000 57,122,000 Net (increase) decrease in other long-term investments.............. (2,575,000) 2,761,000 (1,643,000) Net increase in loans receivable.... (8,122,000) (5,588,000) (7,226,000) Capital expenditures................ (29,692,000) (21,731,000) (34,562,000) Net proceeds from sale of property and equipment...................... 3,245,000 757,000 32,367,000 ------------ ------------ ------------ Cash used for investing activities.. (37,509,000) (12,990,000) (14,224,000) ------------ ------------ ------------ Cash flows from financing activities: Net increase in demand deposits..... 7,903,000 4,723,000 6,185,000 Proceeds from insurance of debt..... 20,000,000 Repayment of debt................... (19,674,000) (20,060,000) (31,366,000) Purchase of Company shares.......... (3,535,000) (3,592,000) (3,705,000) Cash dividends...................... (7,928,000) (6,850,000) (6,869,000) ------------ ------------ ------------ Cash used for financing activities.. (23,234,000) (25,779,000) (15,755,000) ------------ ------------ ------------ Net increase (decrease) in cash and cash equivalents.................... 27,537,000 (8,332,000) 23,936,000 Cash and cash equivalents--Beginning of year............................. 145,902,000 154,234,000 130,298,000 ------------ ------------ ------------ Cash and cash equivalents--End of year............................... $173,439,000 $145,902,000 $154,234,000 ============ ============ ============ Supplemental information: Cash paid during the year for: Interest.......................... $ 5,044,000 $ 6,108,000 $ 6,153,000 Premium taxes..................... $ 14,146,000 $ 14,048,000 $ 18,478,000 Income taxes...................... $ 36,682,000 $ 6,580,000 $ 36,374,000 Noncash investing and financing activities: Shares issued for stock bonus plan............................. $ 1,270,000 $ 1,153,000 $ 1,910,000 Company acquisitions in exchange for common stock................. $ 7,558,000 $ 2,712,000 $ 2,681,000 Net unrealized (loss) gain on securities....................... $ (1,256,000) $ 9,647,000 $ (7,167,000) Liabilities in connection with company acquisitions............. $ 32,180,000 $ 20,345,000 $ 12,956,000 Increase in equity due to reduction of long-term debt of ESOT............................. $ 2,597,000 Debt incurred in connection with purchase of real property........ $ 3,750,000 Debt incurred in connection with the purchase of other investments...................... $ 4,870,000
See Notes to Consolidated Financial Statements 26 THE FIRST AMERICAN FINANCIAL CORPORATION AND SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. SIGNIFICANT ACCOUNTING POLICIES: The consolidated financial statements include the accounts of The First American Financial Corporation and all majority-owned subsidiaries. All significant intercompany transactions and balances have been eliminated. Certain 1994 and 1995 amounts have been reclassified to conform with the 1996 presentation. Cash equivalents The Company considers cash equivalents to be all short-term investments which have an initial maturity of 90 days or less and are not restricted for statutory deposit or premium reserve requirements. The carrying amount for cash equivalents is a reasonable estimate of fair value due to the short-term maturity of these investments. Investments Deposits with savings and loan associations and banks are short-term investments with initial maturities of more than 90 days. The carrying amount of these investments is a reasonable estimate of fair value due to their short-term nature. Debt securities are carried at fair value and consist primarily of investments in obligations of the United States Treasury, various corporations and certain state and political subdivisions. Equity securities are carried at fair value and consist primarily of investments in marketable common and preferred stocks of corporate entities in which the Company's ownership does not exceed 20%. Other long-term investments consist primarily of investments in affiliates, which are accounted for under the equity method of accounting, and notes receivable, which are carried at the lower of cost or estimated realizable value. The Company classifies its debt and equity securities portfolio as available-for-sale and, accordingly, includes unrealized gains and losses, net of related tax effects, as a separate component of stockholders' equity. Realized gains and losses on investments are determined using the specific identification method. Property and equipment Depreciation on buildings and furniture and equipment is computed using the straight-line method over estimated useful lives of 25 to 45 and 3 to 10 years, respectively. Title plants and other indexes Title plants and other indexes are carried at original cost. Appraised values are used in conjunction with the acquisition of purchased subsidiaries. The costs of daily maintenance (updating) of these plants and other indexes are charged to expense as incurred. Because properly maintained title plants and other indexes have indefinite lives and do not diminish in value with the passage of time, no provision has been made for depreciation. Assets acquired in connection with claim settlements In connection with settlement of title insurance and other claims, the Company sometimes purchases mortgages, deeds of trust, real property, or judgment liens. These assets, sometimes referred to as "salvage assets," are carried at the lower of cost or estimated realizable value. 27 THE FIRST AMERICAN FINANCIAL CORPORATION AND SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) Goodwill and other intangibles. Goodwill recognized in business combinations is amortized over its estimated useful life ranging from 20 to 40 years. Other intangibles, which include customer lists, covenants not to compete and organization costs, are amortized over their estimated useful lives, ranging from 3 to 20 years. The Company continually reviews these assets for recoverability and impairment. Deferred policy acquisition costs Deferred policy acquisition costs are directly related to the procurement of tax service and home warranty contracts. These costs are deferred and amortized to expense in the same pattern as contract fees are recognized as revenues. Reserve for known and incurred but not reported claims The Company provides for title insurance losses based upon its historical experience by a charge to expense when the related premium revenue is recognized. Title insurance losses and other claims associated with ceded reinsurance are provided for as the Company remains contingently liable in the event that the reinsurer does not satisfy its obligations. The reserve for known and incurred but not reported claims reflects management's best estimate of the total costs required to settle all claims reported to the Company and claims incurred but not reported. The process applied to estimate claims costs is subject to many variables, including changes and trends in the type of title insurance policies issued, the real estate market and the interest rate environment. It is reasonably possible that a change in the estimate will occur in the future. The Company provides for claim losses relating to its home warranty business based on the average cost per claim as applied to the total of new claims incurred. The average cost per claim is calculated using the average of the most recent twelve months of claims experience. Operating revenues Title premiums on 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 independent agents are recorded when notice of issuance is received from the agent. Revenues from tax service contracts are recognized proportionately over the estimated duration of the contracts as the related servicing costs are estimated to occur. The majority of the servicing costs, approximately 70%, is incurred in the year of the contract is executed, with the remaining 30% incurred over the remaining service life of the contract. Revenues from home warranty contracts are recognized ratably over the 12- month duration of the contracts. Interest on loans with the Company's thrift subsidiary is recognized on the outstanding principal balance on the accrual basis. Loan origination fees and related direct loan origination costs are deferred and recognized over the life of the loan. 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. 28 THE FIRST AMERICAN FINANCIAL CORPORATION AND SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) Income taxes Taxes are based on income for financial reporting purposes and include deferred taxes applicable to temporary differences between the financial statement carrying amount and the tax basis of certain of the Company's assets and liabilities. Use of Estimates Certain amounts and disclosures included in the consolidated financial statements require management to make estimates which could differ from actual results. Fiduciary assets and liabilities Assets and liabilities of the trusts and escrows administered by the Company are not included in the consolidated balance sheets. NOTE 2. STATUTORY RESTRICTIONS ON STOCKHOLDERS' EQUITY AND INVESTMENTS: Pursuant to insurance and other regulations of the various states in which the Company's title insurance subsidiary, First American Title Insurance Company (FATICO), operates, the amount of dividends, loans and advances available to the parent company from FATICO is limited, principally for the protection of policyholders. Under such statutory regulations, the maximum amount of dividends, loans and advances available to the parent company from FATICO in 1997 is $49.7 million. Investments carried at $14.5 million were on deposit with state treasurers in accordance with statutory requirements for the protection of policyholders at December 31, 1996. FATICO maintained statutory capital and surplus of $208.3 million and $205.6 million at December 31, 1996 and 1995, respectively. Statutory net income for the years ended December 31, 1996, 1995 and 1994 was $34.6 million, $11.4 million and $15.5 million, respectively. 29 THE FIRST AMERICAN FINANCIAL CORPORATION AND SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) NOTE 3. DEBT AND EQUITY SECURITIES: The amortized cost and estimated fair value of investments in debt securities are as follow:
GROSS UNREALIZED ESTIMATED AMORTIZED ------------- FAIR COST GAINS LOSSES VALUE --------- ------ ------ --------- (IN THOUSANDS) December 31, 1996 U.S. Treasury securities..................... $ 42,956 $ 621 $(146) $ 43,431 Corporate securities......................... 37,636 87 (165) 37,558 Obligations of state and political subdivisions................................ 38,544 290 (23) 38,811 Mortgage-backed securities................... 11,038 37 (299) 10,776 -------- ------ ----- -------- $130,174 $1,035 $(633) $130,576 ======== ====== ===== ========
December 31, 1995 U.S. Treasury securities....................... $ 42,325 $1,189 $ (68) $ 43,446 Corporate securities........................... 36,927 1,041 (72) 37,896 Obligations of state and political subdivisions.................................. 39,644 291 (228) 39,707 Mortgage-backed securities..................... 7,861 66 (101) 7,826 -------- ------ ----- -------- $126,757 $2,587 $(469) $128,875 ======== ====== ===== ========
The amortized cost and estimated fair value of debt securities at December 31, 1996, by contractual maturities, are as follows:
ESTIMATED AMORTIZED FAIR COST VALUE --------- --------- (IN THOUSANDS) Due in one year or less.................................. $ 18,232 $ 18,256 Due after one year through five years.................... 56,284 56,810 Due after five years through ten years................... 41,408 41,488 Due after ten years...................................... 3,212 3,246 -------- -------- 119,136 119,800 Mortgage-backed securities............................... 11,038 10,776 -------- -------- $130,174 $130,576 ======== ========
30 THE FIRST AMERICAN FINANCIAL CORPORATION AND SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) The cost and estimated fair value of investments in equity securities are as follows:
GROSS UNREALIZED ------------- ESTIMATED COST GAINS LOSSES FAIR VALUE ------- ------ ------ ---------- (IN THOUSANDS) December 31, 1996 Common stocks: Public utilities............................. $ 78 $ 56 $ $ 134 Corporate Securities......................... 4,614 3,838 (82) 8,370 ------- ------ ----- ------- 4,692 3,894 (82) 8,504 Preferred stocks............................... 13 13 ------- ------ ----- ------- $ 4,705 $3,894 $ (82) $ 8,517 ======= ====== ===== ======= December 31, 1995 Common stocks: Public utilities............................. $12,971 $2,510 $(441) $15,040 Corporate Securities......................... 3,393 1,941 (27) 5,307 ------- ------ ----- ------- 16,364 4,451 (468) 20,347 Preferred stocks............................... 1,057 41 1,098 ------- ------ ----- ------- $17,421 $4,492 $(468) $21,445 ======= ====== ===== =======
Sales of debt and equity securities resulted in realized gains of $3,257,000, $1,316,000 and $108,000 and realized losses of $646,000, $358,000 and $457,000 for the years ended December 31, 1996, 1995 and 1994, respectively. The fair value of debt and equity securities was estimated using quoted market prices. 31 THE FIRST AMERICAN FINANCIAL CORPORATION AND SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) NOTE 4. LOANS RECEIVABLE: Loans receivable are summarized as follows:
DECEMBER 31 ---------------- 1996 1995 ------- ------- (IN THOUSANDS) Real estate-mortgage....................................... $55,835 $48,899 Assigned lease payments.................................... 81 135 Other...................................................... 139 62 ------- ------- 56,055 49,096 Unearned income on lease contracts......................... (33) (41) Allowance for loan losses.................................. (1,050) (1,344) Participations sold........................................ (140) (872) Deferred loan fees, net.................................... (576) (705) ------- ------- (1,799) (2,962) ------- ------- $54,256 $46,134 ======= =======
Real estate loans are secured by properties located in Southern California. The average yields on the Company's loan portfolio for the years ended December 31, 1996 and 1995, were 11% and 12% respectively. Average yields are affected by amortization of discounts on loans purchased from other institutions, prepayment penalties recorded as income, loan fees amortized to income, and the market interest rates charged by thrift and loan institutions. The fair value of loans receivable was $54.3 million and $47.2 million at December 31, 1996 and 1995, respectively, and was estimated based on the discounted value of the future cash flows using the current rates being offered for loans with similar terms to borrowers of similar credit quality. The allowance for loan losses is maintained at a level that is considered appropriate by management to provide for known and inherent risks in the portfolio. In May 1993, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 114, "Accounting by Creditors for Impairment of a Loan." This standard was effective for 1995 and requires that an impaired loan be measured at the present value of expected future cash flows discounted at the loan's effective interest rate. As a practical expedient, the loan may be valued based on its observable market price or the fair value of the collateral, if the loan is collateral dependent. Adoption of this standard did not have a materially adverse effect on the Company's financial condition or results of operations. NOTE 5. ASSETS ACQUIRED IN CONNECTION WITH CLAIM SETTLEMENT:
DECEMBER 31 --------------- 1996 1995 ------- ------- (IN THOUSANDS) Notes receivable............................................. $11,083 $12,335 Real estate.................................................. 7,156 5,796 Judgments and other.......................................... 6,031 7,461 ------- ------- $24,270 $25,592 ======= =======
32 THE FIRST AMERICAN FINANCIAL CORPORATION AND SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) The above amounts are net of valuation reserves of $10.3 million and $11.2 million at December 31, 1996 and 1995, respectively. The fair value of notes receivable was $10.1 million and $12.0 million at December 31, 1996 and 1995, respectively, and was estimated based on the discounted value of the future cash flows using the current rates at which similar loans would be made to borrowers of similar credit quality. In March 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of." SFAS No. 121 became effective for 1996 and requires companies to assess for potential impairments of long-lived assets and certain identifiable intangibles when there is evidence that events or changes in circumstances have made recovery of an asset's carrying value unlikely. Adoption of this standard did not have a materially adverse effect on the Company's financial condition or results of operations. The activity in the valuation reserve is summarized as follows:
DECEMBER 31 ---------------- 1996 1995 ------- ------- (IN THOUSANDS) Balance at beginning of year............................... $11,246 $12,354 Provisions for losses...................................... 4,948 3,019 Dispositions............................................... (5,916) (4,127) ------- ------- Balance at end of year..................................... $10,278 $11,246 ======= =======
NOTE 6. DEMAND DEPOSITS: Passbook and investment certificate accounts are summarized as follows:
DECEMBER 31 ---------------- 1996 1995 ------- ------- (IN THOUSANDS) Passbook.................................................. $13,335 $12,053 Certificate accounts: Less than one year...................................... 23,753 17,690 One to five years....................................... 14,233 13,675 ------- ------- $51,321 $43,418 ======= ======= Annualized interest rates: Passbook................................................ 5% 5%-6% Certificate accounts.................................... 5%-8% 5%-8%
The carrying value of the passbook account approximates fair value due to the short-term nature of this liability. The fair value of investment certificate accounts was $38.0 million and $31.6 million at December 31, 1996 and 1995, respectively, and was estimated based on the discounted value of the future cash flows using a discount rate approximating current market for similar liabilities. 33 THE FIRST AMERICAN FINANCIAL CORPORATION AND SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) NOTE 7. 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 --------------------------- 1996 1995 1994 -------- -------- -------- (IN THOUSANDS) Balance at beginning of year.................... $238,161 $206,743 $180,333 -------- -------- -------- Provision related to: Current year.................................. 81,539 82,632 98,900 Prior years................................... 4,948 7,755 11,330 -------- -------- -------- Total provision................................. 86,487 90,387 110,230 -------- -------- -------- Payments related to: Current year.................................. 29,680 25,039 23,314 Prior year.................................... 43,967 40,934 56,832 -------- -------- -------- Total payments.................................. 73,647 65,973 80,146 -------- -------- -------- Other........................................... (5,756) 7,004 (3,674) -------- -------- -------- Balance at end of year.......................... $245,245 $238,161 $206,743 ======== ======== ========
"Other" primarily represents reclassifications to the reserve for assets acquired in connection with claim settlements. Included in 1995 is $10.0 million in purchase accounting adjustments. Claims activity associated with reinsurance is not material and, therefore, not presented separately. NOTE 8. NOTES AND CONTRACTS PAYABLE:
DECEMBER 31 --------------- 1996 1995 ------- ------- (IN THOUSANDS) Secured notes payable pursuant to amended credit agreement. $37,250 $49,250 Trust deed notes with maturities through 2017, secured by land and buildings with a net book value of $11,791, average rate of 8 1/2%.................................... 8,630 9,386 Other notes and contracts payable with maturities through 2004, average rate of 7 1/2%.............................. 25,377 18,570 ------- ------- $71,257 $77,206 ======= =======
At December 31, 1996, the Company's borrowings under its amended bank credit agreement consisted of $6.8 million of fixed rate indebtedness ($7.6 million at December 31, 1995), maturing in April 1999 and bearing interest at 9.38% per annum; and $30.5 million of variable rate indebtedness ($41.6 million at December 31, 1995), maturing in October 2000 and bearing interest at the higher of Chase Manhattan Bank's prime lending rate or the federal funds rate plus 1/2%. The Company may, at its election, use a LIBOR interest rate option with margins from .50% to 1.00% depending on claims paying or financial strength ratings or the Company's adjusted leverage ratio. In addition, the amended credit agreement provides for a $30.0 million revolving line of credit which was unused at December 31, 1996, and expires on November 22, 1997. The terms of the amended credit agreement provide for quarterly amortization of all credit agreement indebtedness. The minimum quarterly payment is $1.7 million and the maximum quarterly payment is 34 THE FIRST AMERICAN FINANCIAL CORPORATION AND SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) $3.0 million. The Company has the right to prepay the variable rate indebtedness but may prepay the fixed rate indebtedness only with the consent of the holder thereof. In addition, pursuant to the terms of the credit agreement, the Company must satisfy a number of financial covenants and has agreed to be bound by certain restrictive covenants. These covenants include, among others, limitations on the incurrence of additional indebtedness and/or liens, as well as restrictions on defined investments, acquisitions, dispositions, payments of dividends and capital expenditures. Further, the Company is required to maintain minimum levels of capital and earnings and meet predetermined debt to equity ratios and fixed charge coverage ratios. As security for its obligations to the lenders under the credit agreement, the Company has pledged the capital stock of its direct wholly owned operating subsidiaries, First American Title Insurance Company, First American Trust Company and First American Real Estate Information Services, Inc., which, in the aggregate, represent substantially all of its assets. The aggregate annual maturities for notes and contracts payable in each of the five years after December 31, 1996, are as follows (in thousands): 1997............................................................... $20,179 1998............................................................... $17,324 1999............................................................... $15,484 2000............................................................... $10,405 2001............................................................... $ 2,761
The fair value of notes and contracts payable was $70.6 million and $77.7 million at December 31, 1996 and 1995, respectively, and was estimated based on the current rates offered to the Company for debt of the same remaining maturities. The weighted average interest rate for the Company's notes and contracts payable was 7 1/4% and 7 1/2% at December 31, 1996 and 1995, respectively. 35 THE FIRST AMERICAN FINANCIAL CORPORATION AND SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) NOTE 9. INVESTMENT AND OTHER INCOME: The components of investment and other income are as follows:
1996 1995 1994 ------- ------- ------- (IN THOUSANDS) Interest: Cash equivalents and deposits with savings and loan associations and banks..................... $ 4,742 $ 3,308 $ 2,695 Debt securities.................................. 7,887 9,270 9,424 Other long-term investments...................... 3,161 2,401 1,785 ------- ------- ------- 15,790 14,979 13,904 Dividends on equity securities..................... 554 1,088 925 Equity in earnings of unconsolidated affiliates.... 1,043 748 199 Net gain (loss) on sales of debt and equity securities......................................... 2,611 958 (349) Other.............................................. 6,400 5,258 4,768 ------- ------- ------- $26,398 $23,031 $19,447 ======= ======= =======
NOTE 10. INCOME TAXES: Income taxes are summarized as follows:
1996 1995 1994 ------- ------ ------- (IN THOUSANDS) Current: Federal............................................ $28,535 $3,442 $13,033 State.............................................. 6,038 1,810 2,271 ------- ------ ------- 34,573 5,252 15,304 ------- ------ ------- Deferred: Federal............................................ 232 70 (684) State.............................................. 795 878 (1,320) ------- ------ ------- 1,027 948 (2,004) ------- ------ ------- $35,600 $6,200 $13,300 ======= ====== =======
36 THE FIRST AMERICAN FINANCIAL CORPORATION AND SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) Income taxes differ from the amounts computed by applying the federal income tax rate of 35%. A reconciliation of this difference is as follows:
1996 1995 1994 ------- ------- ------- (IN THOUSANDS) Taxes calculated at federal rate................. $31,216 $ 4,825 $11,286 Tax exempt interest income....................... (669) (719) (720) Tax effect of minority interests................. 918 746 985 State taxes, net of federal benefit.............. 4,442 2,456 618 Use of federal capital loss carryforward......... (648) Exclusion of certain meals and entertainment expenses........................................ 2,429 2,391 2,630 Change in tax reserves........................... (2,301) Other items, net................................. (2,736) (1,198) (851) ------- ------- ------- $35,600 $ 6,200 $13,300 ======= ======= =======
The primary components of temporary differences which give rise to the Company's net deferred tax asset are as follows:
DECEMBER 31 ---------------- 1996 1995 ------- ------- (IN THOUSANDS) Deferred tax assets: Deferred revenue......................................... $25,709 $25,474 Employee benefits........................................ 9,811 8,433 Title claims and related salvage......................... 11,934 14,612 State taxes.............................................. 441 11 Bad debt reserves........................................ 3,382 2,467 Federal net operating loss carryforward.................. 603 1,251 Other.................................................... 6,350 4,448 Valuation allowance...................................... (438) (856) ------- ------- Total deferred tax assets.............................. $57,792 $55,840 Deferred tax liabilities: Depreciable and amortizable assets....................... 13,611 10,540 Unrealized gain on securities............................ 1,475 2,150 Sale leaseback........................................... 1,462 1,066 Other.................................................... 2,843 2,090 ------- ------- Total deferred tax liabilities......................... 19,391 15,846 ------- ------- Net deferred tax asset..................................... $38,401 $39,994 ======= =======
The Company has federal net operating loss carryforwards of approximately $1.7 million at December 31, 1996, which expire in 1999. The utilization of these net operating losses is limited to future federal taxable income of First American Real Estate Information Services, Inc., a wholly owned subsidiary of the Company. The utilization of the loss carryforward is also subject to limitations prescribed by Section 382 of the Internal Revenue Code. 37 THE FIRST AMERICAN FINANCIAL CORPORATION AND SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) The Company maintains a valuation allowance for certain temporary differences for which it is more likely than not the Company will not receive benefits. NOTE 11. EMPLOYEE BENEFIT PLANS: The Company has pension and other retirement benefit plans covering substantially all employees. The Company's principal pension plan, amended to be noncontributory effective January 1, 1995, is a qualified defined benefit plan with benefits based on the employee's years of service and the highest five consecutive years' compensation during the last ten years of employment. The Company's policy is to fund all accrued pension costs. Contributions are intended to provide not only for benefits attributable to past service, but also for those benefits expected to be earned in the future. The Company also has non-qualified unfunded supplemental benefit plans covering certain key management personnel. Benefits under these plans are intended to be funded with proceeds from life insurance policies purchased by the Company on the lives of the executives. Net pension cost for the Company's pension and other retirement benefit plans includes the following components:
1996 1995 1994 -------- ------- ------- (IN THOUSANDS) Service cost--benefits earned during the year... $ 9,186 $ 7,798 $ 5,400 Interest cost on projected benefit obligation... 9,764 8,741 7,631 Actual (gain) loss on plan assets............... (10,517) (9,636) 1,065 Net amortization and deferral................... 5,810 4,674 (5,740) -------- ------- ------- Net periodic pension cost....................... $ 14,243 $11,577 $ 8,356 ======== ======= =======
The following table sets forth the plans' status at:
DECEMBER 31 ---------------------------------------------- 1996 1995 ----------------------- ---------------------- UNFUNDED UNFUNDED FUNDED SUPPLEMENTAL FUNDED SUPPLEMENTAL PENSION BENEFIT PENSION BENEFIT PLANS PLANS PLANS PLANS --------- ------------ -------- ------------ (IN THOUSANDS) Present value of benefit obligation: Vested benefits................ $ (74,536) $(17,137) $(68,977) $(15,100) Non-vested benefits............ (7,479) (5,068) (5,250) (3,828) --------- -------- -------- -------- Accumulated benefit obligation.. (82,015) (22,205) (74,227) (18,928) Value of future pay increases... (29,663) (7,046) (25,165) (5,374) --------- -------- -------- -------- Total projected benefit obligation..................... (111,678) (29,251) (99,392) (24,302) Plan assets at fair value....... 87,096 71,929 --------- -------- -------- -------- Plan assets less than projected benefits obligation............ (24,582) (29,251) (27,463) (24,302) Unrecognized net (asset) obligation at transition....... (307) 1,801 (359) 2,162 Prior service cost not yet recognized..................... (503) 1,802 (543) 495 Unrecognized net loss........... 15,005 5,419 21,065 4,091 Adjustment to recognize minimum liability...................... (1,976) (1,374) --------- -------- -------- -------- Accrued pension costs........... $ (10,387) $(22,205) $ (7,300) $(18,928) ========= ======== ======== ========
38 THE FIRST AMERICAN FINANCIAL CORPORATION AND SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) The rate of increase in future compensation levels for the plans of 4 1/2% and the weighted average discount rate of 7 3/4% were used in determining the actuarial present value of the projected benefit obligation at December 31, 1996 and 1995. The majority of pension plan assets are invested in U.S. government securities, time deposits and common stocks with projected long- term rates of return of 9%. The Company's principal profit sharing plan was amended effective January 1, 1995, to discontinue future contributions. The plans holds 1,594,000 and 1,675,000 shares of the Company's common stock, representing 14% and 15% of the total shares outstanding at December 31, 1996, and 1995 respectively. Contributions to the Company's profit sharing plans totaled $2.0 million for 1994. The Company also has a Stock Bonus Plan for key employees pursuant to which 50,000, 65,000 and 55,000 common shares were awarded for 1996, 1995 and 1994, respectively, resulting in a charge to operations of $1.3 million, $1.2 million and $1.9 million, respectively. The Plan, as amended December 9, 1992, provides that a total of up to 300,000 common shares may be awarded in any one year. Effective January 1, 1995, the Company adopted The First American Financial Corporation 401(k) Savings Plan ("The Savings Plan"), which is available to substantially all employees. The Savings Plan allows for employee elective contributions up to the maximum deductible amount as determined by the Internal Revenue Code. NOTE 12. STOCK OPTION PLAN: On April 24, 1996, the Company implemented The First American Financial Corporation 1996 Stock Option Plan ("The Stock Option Plan"). Under The Stock Option Plan, options are granted to purchase the Company's common stock at a price no less than the market value of the shares on the date of the grant. The maximum number of shares that may be subject to options is 1,250,000. Currently outstanding options become exercisable one to five years and expire 10 years from the grant date. Effective January 1, 1996, the Company adopted Statement of Financial Accounting Standard Board (SFAS) No. 123, "Accounting for Stock-Based Compensation." In accounting for its plan, the Company, in accordance with the provisions of SFAS No. 123, applies Accounting Principles Board Opinion No 25, "Accounting for Stock Issued to Employees." As a result of this election, the Company does not recognize compensation expense for The Stock Option Plan. The Company's net income and earnings per share would not be materially different if it had elected to recognize compensation expense based on the fair value method prescribed by SFAS No. 123. The fair value for these options was estimated at the grant date using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants in 1996: dividend yield of 2.8%; expected volatility of 41.0%; risk-free interest rate of 6.5%; and expected life of six years. The weighted average fair value of options granted during 1996 was $9.86. Transactions involving stock options are summarized as follows:
WEIGHTED AVERAGE NUMBER EXERCISE OUTSTANDING PRICE ----------- -------- Balance at January 1, 1996 Granted during 1996..................................... 670,000 $25.63 ------- ------ Balance at December 31, 1996............................ 670,000 $25.63 ======= ======
The options awarded under The Stock Option Plan are not exercisable until April 24, 1997, at which time 134,000 of the options outstanding at December 31, 1996 may be exercised. 39 THE FIRST AMERICAN FINANCIAL CORPORATION AND SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) NOTE 13. COMMITMENTS: The Company leases certain office facilities, automobiles and equipment under operating leases, which for the most part are renewable. The majority of these leases also provide that the Company will pay insurance and taxes. In 1994, the Company entered into a sale-leaseback agreement with regard to certain furniture and equipment. Under the agreement, the Company agreed to lease the equipment for four years with minimum annual lease payments of $8.3 million. Future minimum rental payments under operating leases that have initial or remaining noncancelable lease terms in excess of one year as of December 31, 1996, are as follows (in thousands): 1997............................................................. $ 58,901 1998............................................................. 50,742 1999............................................................. 35,626 2000............................................................. 22,710 2001............................................................. 21,297 Later years...................................................... 57,951 -------- $247,227 ========
Total rental expense for all operating leases and month-to-month rentals was $63.9 million, $58.6 million and $50.1 million for 1996, 1995 and 1994, respectively. NOTE 14. LITIGATION: On April 13, 1990, a class action was filed in the United States District Court in Phoenix, Arizona (the "District Court"), against First American Title Insurance Company and a number of other title insurers. This action sought damages and injunctive relief based on the defendants' participation in rating bureaus in Arizona and Wisconsin. This action was consolidated in the District Court, for pretrial matters, with an action filed in the United States District Court for the Eastern District of Wisconsin that presented claims on behalf of a purported class of purchasers of title insurance in Wisconsin. First American Title Insurance Company, along with the other defendants in these actions, entered into a settlement agreement with the plaintiffs to settle both actions. This settlement agreement was approved by the District Court on July 24, 1996. Compliance with this settlement agreement will not have a materially adverse effect on the Company's financial condition or results of operations. The Company is involved in various routine legal proceedings related to its operations. While the ultimate disposition of each proceeding is not determinable, the Company does not believe that any of such proceedings will have a materially adverse effect on its financial condition or results of operations. NOTE 15. SEGMENT FINANCIAL INFORMATION: The Company's operations include four reportable segments: title insurance, real estate information, home warranty and trust and banking. The title insurance segment issues policies which are insured statements of the condition of title to real property. The real estate information segment provides to lender customers the status of tax payments on real property securing their loans, credit information derived from at least two credit bureau 40 THE FIRST AMERICAN FINANCIAL CORPORATION AND SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) sources, flood zone determination reports which provide information on whether or not a property is in a special flood hazard area, as well as other real estate-related information services. The home warranty segment issues one-year warranties which protect homeowners against defects in home fixtures. The trust and banking segment provides full-service trust and depository services, accepts deposits and makes real estate secured loans. The title insurance and real estate information segments operate through networks of offices nationwide. The Company offers its title services through both direct operations and agents throughout the United States. It also provides title services abroad in Australia, the Bahama Islands, Bermuda, Canada, Guam, Mexico, Puerto Rico, the U.S. Virgin Islands and the United Kingdom. Home warranty services are available in Arizona, California, Nevada, North Carolina, South Carolina, Texas and Washington. The trust, banking and thrift businesses operate in Southern California. Selected financial information about the Company's operations by segment for each of the past three years is as follows:
DEPRECIATION PRETAX AND CAPITAL REVENUES PROFIT (LOSS) ASSETS AMORTIZATION EXPENDITURES ---------- ------------- -------- ------------ ------------ (IN THOUSANDS) 1996 Title Insurance......... $1,288,947 $ 66,056 $584,800 $15,307 $23,454 Real Estate Information. 247,810 52,581 225,527 5,598 4,717 Home Warranty........... 41,927 8,178 67,622 296 155 Trust and Banking....... 17,839 3,728 72,473 438 1,366 Corporate............... 1,043 (24,678) 29,372 568 ---------- -------- -------- ------- ------- $1,597,566 $105,865 $979,794 $22,207 $29,692 ========== ======== ======== ======= ======= 1995 Title Insurance......... $1,052,823 $ 17,540 $532,697 $12,208 $18,130 Real Estate Information. 147,004 19,690 182,499 4,565 2,294 Home Warranty........... 35,531 6,828 56,637 289 118 Trust and Banking....... 14,110 3,304 63,416 331 1,189 Corporate............... 748 (19,948) 38,529 609 ---------- -------- -------- ------- ------- $1,250,216 $ 27,414 $873,778 $18,002 $21,731 ========== ======== ======== ======= ======= 1994 Title Insurance......... $1,236,663 $ 37,819 $546,103 $16,070 $27,694 Real Estate Information. 96,113 17,371 139,680 2,916 5,979 Home Warranty........... 30,985 6,709 53,834 275 170 Trust and Banking....... 12,433 3,214 55,423 236 719 Corporate............... 199 (17,415) 33,609 299 ---------- -------- -------- ------- ------- $1,376,393 $ 47,698 $828,649 $19,796 $34,562 ========== ======== ======== ======= =======
Corporate consists primarily of unallocated interest expense, minority interest, equity in earnings of affiliated companies, employee benefit contributions and personnel and other operating expenses associated with the Company's home office facilities. 41 THE FIRST AMERICAN FINANCIAL CORPORATION AND SUBSIDIARY COMPANIES QUARTERLY FINANCIAL DATA
QUARTER ENDED ------------------------------------------- MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31 -------- -------- ------------ ----------- (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) Year Ended December 31, 1996 Revenues............................ $347,376 $413,374 $411,304 $425,512 ======== ======== ======== ======== Income before income taxes.......... $ 14,982 $ 32,827 $ 23,569 $ 17,811 ======== ======== ======== ======== Net income ......................... $ 8,582 $ 19,427 $ 13,769 $ 11,811 ======== ======== ======== ======== Net income per share................ $ .75 $ 1.70 $ 1.20 $ 1.03 ======== ======== ======== ======== Year Ended December 31, 1995 Revenues............................ $261,154 $293,240 $331,328 $364,494 ======== ======== ======== ======== Income (loss) before income taxes... $(21,509) $ 1,837 $ 15,520 $ 17,939 ======== ======== ======== ======== Net income (loss)................... $(12,709) $ 1,137 $ 9,320 $ 9,839 ======== ======== ======== ======== Net income (loss) per share......... $ (1.11) $ 0.10 $ 0.81 $ 0.87 ======== ======== ======== ========
The Company's primary business segments are cyclical in nature, with the spring and summer months historically being the strongest. However, interest rate adjustments by the Federal Reserve Board, as well as other economic factors, can cause unusual fluctuations in the Company's quarterly operating results. See Management's Discussion and Analysis on pages 13-19 of this report for further discussion of the Company's results of operations. 42 SCHEDULE I 1 OF 1 THE FIRST AMERICAN FINANCIAL CORPORATION AND SUBSIDIARY COMPANIES SUMMARY OF INVESTMENTS--OTHER THAN INVESTMENTS IN RELATED PARTIES DECEMBER 31, 1996
COLUMN A COLUMN B COLUMN C COLUMN D -------- ------------ ------------ --------------- AMOUNT AT WHICH SHOWN IN THE TYPE OF INVESTMENT COST MARKET VALUE BALANCE SHEET ------------------ ------------ ------------ --------------- Deposits with savings and loan associations and banks: Registrant........................ $ 50,000 $ 50,000 $ 50,000 ------------ ------------ ------------ Consolidated...................... $ 21,674,000 $ 21,674,000 $ 21,674,000 ------------ ------------ ------------ Debt securities: Registrant--None Consolidated-- U.S. Treasury securities........ $ 42,956,000 $ 43,431,000 $ 43,431,000 Corporate securities............ 37,636,000 37,558,000 37,558,000 Obligations of states and political subdivisions......... 38,544,000 38,811,000 38,811,000 Mortgage-backed securities...... 11,038,000 10,776,000 10,776,000 ------------ ------------ ------------ $130,174,000 $130,576,000 $130,576,000 ------------ ------------ ------------ Equity securities: Registrant--None Consolidated...................... $ 4,705,000 $ 8,517,000 $ 8,517,000 ------------ ------------ ------------ Other long-term investments: Registrant--None Consolidated...................... $ 30,414,000 $ 30,414,000 $ 30,414,000 ------------ ------------ ------------ Total Investments: Registrant........................ $ 50,000 $ 50,000 $ 50,000 ============ ============ ============ Consolidated...................... $186,967,000 $191,181,000 $191,181,000 ============ ============ ============
43 SCHEDULE II 1 OF 4 THE FIRST AMERICAN FINANCIAL CORPORATION AND SUBSIDIARY COMPANIES CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY BALANCE SHEETS
DECEMBER 31 -------------------------- 1996 1995 ------------ ------------ ASSETS Cash and cash equivalents.......................... $ 8,983,000 $ 19,415,000 ------------ ------------ Stock of subsidiaries, at equity................... 532,128,000 469,511,000 ------------ ------------ Deposits with savings and loan associations and banks............................................. 50,000 50,000 ------------ ------------ Property and equipment, at cost: Land............................................. 425,000 425,000 Buildings and building improvements.............. 5,006,000 5,006,000 Less--accumulated depreciation................... (4,442,000) (4,256,000) ------------ ------------ 989,000 1,175,000 ------------ ------------ Other assets....................................... 4,471,000 4,924,000 ------------ ------------ $546,621,000 $495,075,000 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Dividends payable.................................. $ 2,118,000 $ 1,742,000 ------------ ------------ Accrued expenses................................... 322,000 524,000 ------------ ------------ Payable to subsidiaries............................ 146,268,000 130,281,000 ------------ ------------ Notes and contracts payable........................ 45,448,000 59,761,000 ------------ ------------ Stockholders' equity: Preferred stock, $1 par value Authorized--500,000 shares; Outstanding--None Common stock, $1 par value Authorized--24,000,000 shares; Outstanding--11,554,000 and 11,411,000 shares.. 11,554,000 11,411,000 Additional paid-in capital....................... 49,420,000 44,270,000 Retained earnings................................ 288,754,000 243,093,000 Net unrealized gain on securities................ 2,737,000 3,993,000 ------------ ------------ Total stockholders' equity......................... 352,465,000 302,767,000 ------------ ------------ $546,621,000 $495,075,000 ============ ============
See Notes to Parent Company Financial Statements 44 SCHEDULE II 2 OF 4 THE FIRST AMERICAN FINANCIAL CORPORATION AND SUBSIDIARY COMPANIES CONDENSED FINANCIAL INFORMATION OF REGISTRANT--(CONTINUED) PARENT COMPANY STATEMENTS OF INCOME
YEAR ENDED DECEMBER 31 ----------------------------------- 1996 1995 1994 ----------- ----------- ----------- Revenues: Interest and other income................ $ 891,000 $ 837,000 $ 846,000 Equity in earnings of subsidiaries....... 75,696,000 25,803,000 33,249,000 ----------- ----------- ----------- 76,587,000 26,640,000 34,095,000 ----------- ----------- ----------- Expenses: Interest................................. 3,635,000 5,040,000 3,781,000 Depreciation............................. 186,000 185,000 186,000 Other administrative expenses............ 19,177,000 13,828,000 11,183,000 ----------- ----------- ----------- 22,998,000 19,053,000 15,150,000 ----------- ----------- ----------- Net income................................. $53,589,000 $ 7,587,000 $18,945,000 =========== =========== =========== Net income per share, based upon the weighted average number of shares outstanding............................... $ 4.68 $ 0.67 $ 1.66 =========== =========== ===========
See Notes to Parent Company Financial Statements 45 SCHEDULE II 3 OF 4 THE FIRST AMERICAN FINANCIAL CORPORATION AND SUBSIDIARY COMPANIES CONDENSED FINANCIAL INFORMATION OF REGISTRANT--(CONTINUED) PARENT COMPANY STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31 ---------------------------------------- 1996 1995 1994 ------------ ------------ ------------ Cash flows from operating activities: Net income..................... $ 53,589,000 $ 7,587,000 $ 18,945,000 Adjustments to reconcile net income to cash provided by operating activities-- Depreciation................. 186,000 185,000 186,000 Expense relating to stock bonus plan.................. 1,270,000 1,153,000 1,910,000 Equity in earnings of subsidiaries, net of dividends................... (63,697,000) (25,802,000) (24,249,000) Other........................ (225,000) Changes in assets and liabilities, excluding effects of company acquisitions and noncash transactions-- Decrease in other assets... 453,000 503,000 310,000 Increase in dividends payable and accrued expenses.................. 174,000 7,000 123,000 Increase in intercompany accounts.................. 23,369,000 40,509,000 21,086,000 ------------ ------------ ------------ Cash provided by operating activities...................... 15,344,000 23,917,000 18,311,000 ------------ ------------ ------------ Cash flows from investing activities: Net increase in deposits with banks......................... (50,000) Purchases of equity securities. (1,957,000) Sales of equity securities..... 1,933,000 ------------ ------------ Cash provided by (used for) investing activities............ 1,883,000 (1,957,000) ------------ ------------ Cash flows from financing activities: Proceeds from issuance of debt. 20,000,000 Repayment of debt.............. (14,313,000) (11,121,000) (11,245,000) Purchase of Company shares..... (3,535,000) (3,592,000) (3,705,000) Cash dividends................. (7,928,000) (6,850,000) (6,869,000) ------------ ------------ ------------ Cash used for financing activities...................... (25,776,000) (21,563,000) (1,819,000) ------------ ------------ ------------ Net (decrease) increase in cash and cash equivalents............ (10,432,000) 4,237,000 14,535,000 Cash and cash equivalents-- Beginning of year.............. 19,415,000 15,178,000 643,000 ------------ ------------ ------------ --- End of year.................... $ 8,983,000 $ 19,415,000 $ 15,178,000 ============ ============ ============ Supplementary information: Cash paid during the year for interest...................... $ 3,835,000 $ 4,986,000 $ 3,654,000 Noncash investing and financing activities: Shares issued for stock bonus plan.......................... $ 1,270,000 $ 1,153,000 $ 1,910,000 Company acquisitions in exchange for common stock..... $ 7,558,000 $ 2,712,000 $ 2,681,000 Increase in equity due to reduction of long-term debt of ESOT.......................... $ 2,597,000 Liabilities in connection with company acquisitions.......... $ 7,027,000
See Notes to Parent Company Financial Statements 46 SCHEDULE II 4 OF 4 THE FIRST AMERICAN FINANCIAL CORPORATION AND SUBSIDIARY COMPANIES CONDENSED FINANCIAL INFORMATION OF REGISTRANT--(CONTINUED) NOTES TO PARENT COMPANY FINANCIAL STATEMENTS NOTE A The composition of the Notes and Contracts Payable consists of:
DECEMBER 31 ----------------------- 1996 1995 ----------- ----------- Secured notes payable to financial institutions........ $37,250,000 $49,250,000 Trust deed notes with maturities through 2002, average rate of 10%. Secured by land and buildings with an aggregate net book value of $597,000.................. 759,000 895,000 Other notes and contracts payable with maturities through 2000, average rate of 7 1/4%.................. 7,439,000 9,616,000 ----------- ----------- $45,448,000 $59,761,000 =========== ===========
The aggregate annual maturities for notes and contracts payable in each of the five years after December 31, 1996, are $14,714,000, $12,374,000, $10,831,000, $7,313,000, and $136,000, respectively. NOTE B The parent company files a consolidated tax return with its subsidiary companies in which it owns 80% or more of the outstanding stock. The current and cumulative tax effects relating to the operations of the parent company are reflected in the accounts of First American Title Insurance Company. 47 SCHEDULE III 1 OF 2 THE FIRST AMERICAN FINANCIAL CORPORATION AND SUBSIDIARY COMPANIES SUPPLEMENTARY INSURANCE INFORMATION BALANCE SHEET CAPTIONS
COLUMN A COLUMN B COLUMN C COLUMN D -------- ----------------- ------------ ------------ DEFERRED POLICY CLAIMS DEFERRED SEGMENT ACQUISITION COSTS RESERVES REVENUES ------- ----------------- ------------ ------------ 1996 Title Insurance.................... $237,596,000 $ 4,396,000 Real Estate Information............ $20,889,000 4,880,000 79,401,000 Home Warranty...................... 3,864,000 2,769,000 20,336,000 Trust and Banking.................. Corporate.......................... ----------- ------------ ------------ Total............................ $24,753,000 $245,245,000 $104,133,000 =========== ============ ============ 1995 Title Insurance.................... $232,081,000 $ 6,641,000 Real Estate Information............ $22,078,000 3,686,000 82,581,000 Home Warranty...................... 2,264,000 2,394,000 15,093,000 Trust and Banking.................. Corporate.......................... ----------- ------------ ------------ Total............................ $24,342,000 $238,161,000 $104,315,000 =========== ============ ============
48 SCHEDULE III 2 OF 2 THE FIRST AMERICAN FINANCIAL CORPORATION AND SUBSIDIARY COMPANIES SUPPLEMENTARY INSURANCE INFORMATION--(CONTINUED) INCOME STATEMENT CAPTIONS
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I COLUMN J -------- -------------- ----------- ------------ ------------ ------------ AMORTIZATION OF DEFERRED NET POLICY OTHER OPERATING INVESTMENT LOSS ACQUISITION OPERATING SEGMENT REVENUES INCOME PROVISION COSTS EXPENSES ------- -------------- ----------- ------------ ------------ ------------ 1996 Title Insurance......... $1,268,233,000 $20,714,000 $ 58,909,000 $218,443,000 Real Estate Information. 246,745,000 1,065,000 4,453,000 $7,113,000 86,819,000 Home Warranty........... 38,351,000 3,576,000 23,055,000 665,000 658,000 Trust and Banking....... 17,839,000 70,000 6,982,000 Corporate............... 1,043,000 7,064,000 -------------- ----------- ------------ ---------- ------------ Total................. $1,571,168,000 $26,398,000 $ 86,487,000 $7,778,000 $319,966,000 ============== =========== ============ ========== ============ 1995 Title Insurance......... $1,034,789,000 $18,034,000 $ 68,338,000 $188,024,000 Real Estate Information. 145,755,000 1,249,000 3,166,000 $5,891,000 55,276,000 Home Warranty........... 32,531,000 3,000,000 18,857,000 1,748,000 95,000 Trust and Banking....... 14,110,000 26,000 5,650,000 Corporate............... 748,000 3,927,000 -------------- ----------- ------------ ---------- ------------ Total................. $1,227,185,000 $23,031,000 $ 90,387,000 $7,639,000 $252,972,000 ============== =========== ============ ========== ============ 1994 Title Insurance......... $1,221,581,000 $15,082,000 $ 93,012,000 $184,723,000 Real Estate Information. 94,816,000 1,297,000 2,129,000 $4,536,000 32,943,000 Home Warranty........... 28,116,000 2,869,000 15,022,000 1,447,000 454,000 Trust and Banking....... 12,433,000 67,000 4,829,000 Corporate............... 199,000 3,600,000 -------------- ----------- ------------ ---------- ------------ Total................. $1,356,946,000 $19,447,000 $110,230,000 $5,983,000 $226,549,000 ============== =========== ============ ========== ============
49 SCHEDULE IV 1 OF 1 THE FIRST AMERICAN FINANCIAL CORPORATION AND SUBSIDIARY COMPANIES REINSURANCE
TITLE INSURANCE PERCENTAGE OPERATING TITLE OF AMOUNT REVENUES CEDED TO ASSUMED INSURANCE ASSUMED TO BEFORE OTHER FROM OTHER OPERATING OPERATING SEGMENT REINSURANCE COMPANIES COMPANIES REVENUES REVENUES - ------- -------------- ---------- ---------- -------------- ---------- 1996........... $1,267,309,000 $2,094,000 $3,018,000 $1,268,233,000 .2% ============== ========== ========== ============== ===== 1995........... $1,034,435,000 $2,840,000 $3,194,000 $1,034,789,000 .3% ============== ========== ========== ============== ===== 1994........... $1,220,581,000 $4,362,000 $5,362,000 $1,221,581,000 .4% ============== ========== ========== ============== =====
50 SCHEDULE V 1 OF 3 THE FIRST AMERICAN FINANCIAL CORPORATION AND SUBSIDIARY COMPANIES VALUATION AND QUALIFYING ACCOUNTS YEAR ENDED DECEMBER 31, 1996
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E ---------- ------------ ----------------------- ----------- ------------ ADDITIONS ----------------------- BALANCE CHARGED TO CHARGED TO DEDUCTIONS BALANCE BEGINNING OF COSTS AND OTHER FROM AT END OF DESCRIPTION PERIOD EXPENSES ACCOUNTS RESERVE PERIOD ----------- ------------ ----------- ----------- ----------- ------------ Reserve deducted from accounts receivable: Registrant--None Consolidated.......... $ 5,970,000 $ 4,386,000 $ 5,005,000(A) $ 5,351,000 ============ =========== =========== ============ Reserve for title losses and other claims: Registrant--None Consolidated.......... $238,161,000 $86,487,000 $(4,915,000)(B) $74,488,000(C) $245,245,000 ============ =========== =========== =========== ============ Reserve deducted from loans receivable: Registrant--None Consolidated.......... $ 1,344,000 $ 433,000 $ 727,000(A) $ 1,050,000 ============ =========== =========== ============ Reserve deducted from other investments: Registrant--None Consolidated.......... $ 353,000 $ 353,000(D) ============ =========== Reserve deducted from assets acquired in connection with claim settlements: Registrant--None Consolidated.......... $ 11,246,000 $ 4,948,000 $ 5,916,000(D) $ 10,278,000 ============ =========== =========== ============ Reserve deducted from deferred income taxes: Registrant--None Consolidated.......... $ 856,000 $ 418,000(E) $ 438,000 ============ =========== ============ Reserve deducted from other assets: Registrant--None Consolidated.......... $ 1,420,000 $ 2,000 $ 35,000(D) $ 1,387,000 ============ =========== =========== ============
- ------- Note A--Amount represents accounts written off, net of recoveries. Note B--Amount represents $33,000 in purchase accounting adjustments, net of a reclassification of $4,948,000 to the reserve for assets acquired in connection with claim settlements. Note C--Amount represents claim payments, net of recoveries. Note D--Amount represents elimination of reserve in connection with disposition and/or revaluation of the related asset. Note E--Amount represents elimination of reserve in connection with the expiration of the related temporary differences. 51 SCHEDULE V 2 OF 3 THE FIRST AMERICAN FINANCIAL CORPORATION AND SUBSIDIARY COMPANIES VALUATION AND QUALIFYING ACCOUNTS--(CONTINUED) YEAR ENDED DECEMBER 31, 1995
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E ---------- ------------ ---------------------- ----------- ------------ ADDITIONS ---------------------- BALANCE CHARGED TO CHARGED TO DEDUCTIONS BALANCE BEGINNING OF COSTS AND OTHER FROM AT END DESCRIPTION PERIOD EXPENSES ACCOUNTS RESERVE OF PERIOD ----------- ------------ ----------- ---------- ----------- ------------ Reserve deducted from accounts receivable: Registrant--None Consolidated.......... $ 4,022,000 $ 2,965,000 $ 1,017,000(A) $ 5,970,000 ============ =========== =========== ============ Reserve for title losses and other claims: Registrant--None Consolidated.......... $206,743,000 $90,387,000 $7,004,000(B) $65,973,000(C) $238,161,000 ============ =========== ========== =========== ============ Reserve deducted from loans receivable: Registrant--None Consolidated.......... $ 950,000 $ 562,000 $ 168,000(A) $ 1,344,000 ============ =========== =========== ============ Reserve deducted from other investments: Registrant--None Consolidated.......... $ 353,000 $ 353,000 ============ ============ Reserve deducted from assets acquired in connection with claim settlements: Registrant--None Consolidated.......... $ 12,354,000 $3,019,000 $ 4,127,000(D) $ 11,246,000 ============ ========== =========== ============ Reserve deducted from deferred income taxes: Registrant--None Consolidated.......... $ 2,880,000 $ 2,024,000(E) $ 856,000 ============ =========== ============ Reserve deducted from other assets: Registrant--None Consolidated.......... $ 1,342,000 $ 84,000 $ 6,000 $ 1,420,000 ============ =========== =========== ============
- ------- Note A--Amount represents accounts written off, net of recoveries. Note B--Amount represents $10,023,000 in purchase accounting adjustments, net of a reclassification of $3,019,000 to the reserve for assets acquired in connection with claim settlements. Note C--Amount represents claim payments, net of recoveries. Note D--Amount represents elimination of reserve in connection with disposition and/or revaluation of the related asset. Note E--Amount represents elimination of reserve in connection with the expiration of the related temporary differences. 52 SCHEDULE V 3 OF 3 THE FIRST AMERICAN FINANCIAL CORPORATION AND SUBSIDIARY COMPANIES VALUATION AND QUALIFYING ACCOUNTS--(CONTINUED) YEAR ENDED DECEMBER 31, 1994
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E ---------- ------------ ------------------------ ----------- ------------ ADDITIONS ------------------------ BALANCE CHARGED TO CHARGED TO DEDUCTIONS BALANCE BEGINNING OF COSTS AND OTHER FROM AT END DESCRIPTION PERIOD EXPENSES ACCOUNTS RESERVE OF PERIOD ----------- ------------ ------------ ----------- ----------- ------------ Reserve deducted from accounts receivable: Registrant--None Consolidated.......... $ 4,098,000 $ 2,604,000 $ 2,680,000(A) $ 4,022,000 ============ ============ =========== ============ Reserve for title losses and other claims: Registrant--None Consolidated.......... $180,333,000 $110,230,000 $(3,674,000)(B) $80,146,000(C) $206,743,000 ============ ============ =========== =========== ============ Reserve deducted from loans receivable: Registrant--None Consolidated.......... $ 750,000 $ 437,000 $ 237,000(A) $ 950,000 ============ ============ =========== ============ Reserve deducted from other investments: Registrant--None Consolidated.......... $ 353,000 $ 353,000 ============ ============ Reserve deducted from assets acquired in connection with claim settlements: Registrant--None Consolidated.......... $ 11,581,000 $ 3,674,000 (B) $ 2,901,000(D) $ 12,354,000 ============ =========== =========== ============ Reserve deducted from deferred income taxes: Registrant--None Consolidated.......... $ 3,304,000 $ 424,000(E) $ 2,880,000 ============ =========== ============ Reserve deducted from other assets: Registrant--None Consolidated.......... $ 1,177,000 $ 258,000 $ 93,000 $ 1,342,000 ============ ============ =========== ============
- ------- Note A--Amount represents accounts written off, net of recoveries. Note B--Amount represents a reclassification to the reserve for assets acquired in connection with claim settlements. Note C--Amount represents claim payments, net of recoveries. Note D--Amount represents elimination of reserve in connection with disposition and/or revaluation of the related asset. Note E--Amount represents elimination of reserve in connection with utilization of the related temporary differences. 53 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None PART III The information required by Items 10 through 13 of this report is set forth in the sections entitled "Security Ownership of Certain Beneficial Owners," "Election of Directors," "Security Ownership of Management," "Executive Compensation," "Report of the Compensation Committee on Executive Compensation," "Comparative Cumulative Total Return to Shareholders," "Executive Officers" and "Section 16(a) Beneficial Ownership Reporting Compliance" in the Company's definitive proxy statement, which sections are incorporated in this report and made a part hereof by reference. The definitive proxy statement will be filed no later than 120 days after close of Registrant's fiscal year. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. (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 20 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 The First American Financial Corporation, as defined by Item 402(a)(3) of Regulation S-K (17 C.F.R. (S)229.402(a)(3)), participates that is included among the exhibits listed below is identified by an asterisk (*).) (3)(a) Restated Articles of Incorporation of The First American Financial Corporation dated November 8, 1989, incorporated by reference herein from Exhibit 3.1 of Amendment No. 3, dated October 16, 1992, to Registration Statement on Form S-2. (3)(b) Certificate of Amendment of Restated Articles of Incorporation of The First American Financial Corporation dated September 21, 1992, incorporated by reference herein from Exhibit 3.2 of Amendment No. 3, dated October 16, 1992, to Registration Statement on Form S-2. (3)(c) Bylaws, as amended. (4)(a) Amendment and Restatement dated as of April 28, 1993, of Credit Agreement dated as of April 21, 1992, incorporated by reference herein from Exhibit (4) of Amendment No. 1, dated July 26, 1993, to Quarterly Report on Form 10-Q for the quarter ended March 31, 1993. Amendment and Restatement dated as of April 28, 1993, of Credit Agreement dated as of April 21, 1992, incorporated by reference herein from Exhibit (4) of Amendment No. 1, dated July 26, 1993, to Quarterly Report on Form 10-Q for the quarter ended March 31, 1993. (4)(b) Amendment No. 1 dated as of March 31, 1994, to Amendment and Restatement dated as of April 28, 1993, of Credit Agreement dated as of April 21, 1992, incorporated by reference herein from Exhibit (4) of Quarterly Report on Form 10-Q for the quarter ended March 31, 1994. (4)(c) Amendment No. 2 dated as of November 22, 1994, to Amendment and Restatement dated as of April 28, 1993, of Credit Agreement dated as of April 21, 1992, incorporated by reference herein from Exhibit (4) of Current Report on Form 8-K dated December 14, 1994. (4)(d) Amendment No. 3 dated as of March 31, 1995, to Amendment and Restatement dated as of April 28, 1993, of Credit Agreement dated as of April 21, 1992, incorporated by reference herein from Exhibit (4) of Quarterly Report on Form 10-Q for the quarter ended March 31, 1995.
54 (4)(e) Amendment No. 4 dated as of June 1, 1995, to Amendment and Restatement dated as of April 28, 1993, of Credit Agreement dated as of April 21, 1992, incorporated by reference herein from Exhibit (4) of Quarterly Report on Form 10-Q for the quarter ended June 30, 1995. (4)(f) Amendment No. 5 dated as of February 16, 1996, to Amendment and Restatement dated as of April 28, 1993, of Credit Agreement dated as of April 21, 1992. *(10)(a) Description of Stock Bonus Plan, as amended, incorporated by reference herein from Exhibit 10(a) of Annual Report on Form 10- K for the fiscal year ended December 31, 1992. *(10)(b) Executive Supplemental Benefit Plan dated April 10, 1986, and Amendment No. 1 thereto dated October 1, 1986, incorporated by reference herein from Exhibit (10)(b) of Annual Report on Form 10-K for the fiscal year ended December 31, 1988. *(10)(c) Amendment No. 2, dated March 22, 1990, to Executive Supplemental Benefit Plan, incorporated by reference herein from Exhibit (10)(c) of Annual Report on Form 10-K for the fiscal year ended December 31, 1989. *(10)(d) Management Supplemental Benefit Plan dated July 20, 1988, incorporated by reference herein from Exhibit (10) of Quarterly Report on Form 10-Q for the quarter ended June 20, 1992. *(10)(e) Pension Restoration Plan (effective as of January 1, 1994). *(10)(f) 1996 Stock Option Plan, incorporated by reference herein from Exhibit 4 of Registration Statement on Form S-8 dated December 30, 1996. (10)(g) Pledge Agreement dated as of April 27, 1992, incorporated by reference herein from Exhibit (2) of Current Report on Form 8-K dated May 8, 1992. (21) Subsidiaries of the registrant. (23) Consent of Independent Accountants (27) Financial Data Schedule.
(b) Reports on Form 8-K No reports on Form 8-K were filed during the last quarter of the period covered by this report. 55 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. THE FIRST AMERICAN FINANCIAL CORPORATION (Registrant) Date: March 27, 1997 By /s/ Parker S. Kennedy ___________________________________ Parker S. Kennedy, President (Principal Executive Officer) Date: March 27, 1997 By /s/ Thomas A. Klemens ___________________________________ Thomas A. Klemens Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) 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 in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- By /s/ D.P. Kennedy Chairman and Director March 27, 1997 ____________________________________ D.P. Kennedy By /s/ Parker S. Kennedy President and Director March 27, 1997 ____________________________________ Parker S. Kennedy By /s/ Thomas A. Klemens Executive Vice President, March 27, 1997 ____________________________________ Chief Financial Officer Thomas A. Klemens By Director ____________________________________ George L. Argyros By /s/ Gary J. Beban Director March 27, 1997 ____________________________________ Gary J. Beban By /s/ J. David Chatham Director March 27, 1997 ____________________________________ J. David Chatham By /s/ William G. Davis Director March 27, 1997 ____________________________________ William G. Davis By /s/ James L. Doti Director March 27, 1997 ____________________________________ James L. Doti
56
SIGNATURE TITLE DATE --------- ----- ---- By /s/ Lewis W. Douglas, Jr. Director March 27, 1997 ____________________________________ Lewis W. Douglas, Jr. By /s/ Paul B. Fay, Jr. Director March 27, 1997 ____________________________________ Paul B. Fay, Jr. By /s/ Dale F. Frey Director March 27, 1997 ____________________________________ Dale F. Frey By /s/ Robert B. McLain Director March 27, 1997 ____________________________________ Robert B. McLain By /s/ Anthony R. Moiso Director March 27, 1997 ____________________________________ Anthony R. Moiso By Director ____________________________________ Rudolph J. Munzer By /s/ Frank E. O'Bryan Director March 27, 1997 ____________________________________ Frank E. O'Bryan By /s/ Roslyn B. Payne Director March 27, 1997 ____________________________________ Roslyn B. Payne By /s/ Virginia Ueberroth Director March 27, 1997 ____________________________________ Virginia Ueberroth
57 EXHIBIT INDEX
SEQUENTIALLY EXHIBIT NUMBERED NO. DESCRIPTION PAGE ------- ----------- ------------ (3)(a) Restated Articles of Incorporation of The First S American Financial Corporation dated November 8, 1989, incorporated by reference herein from Exhibit 3.1 of Amendment No. 3, dated October 16, 1992, to Registration Statement on Form S-2 (3)(b) Certificate of Amendment of Restated Articles of S Incorporation of The First American Financial Corporation dated September 21, 1992, incorporated by reference herein from Exhibit 3.2 of Amendment No. 3, dated October 16, 1992, to Registration Statement on Form S-2 (3)(c) Bylaws, as amended S (4)(a) Amendment and Restatement dated as of April 28, 1993, S of Credit Agreement dated as of April 21, 1992, incorporated by reference herein from Amendment No. 1, dated July 26, 1993, to Quarterly Report on Form 10-Q for the quarter ended March 31, 1993 (4)(b) Amendment No. 1 dated as of March 31, 1994, to S Amendment and Restatement dated as of April 28, 1993, of Credit Agreement dated as of April 21, 1992, incorporated by reference herein from Exhibit (4) of Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 (4)(c) Amendment No. 2 dated as of November 22, 1994, to S Amendment and Restatement dated as of April 28, 1993, of Credit Agreement dated as of April 21, 1992, incorporated by reference herein from Exhibit (4) of Current Report on Form 8-K dated December 14, 1994 (4)(d) Amendment No. 3 dated as of March 31, 1995, to S Amendment and Restatement dated as of April 28, 1993, of Credit Agreement dated as of April 21, 1992, incorporated by reference herein from Exhibit (4) of Quarterly Report on Form 10-Q for the quarter ended March 31, 1995 (4)(e) Amendment No. 4 dated as of June 1, 1995, to Amendment S and Restatement dated as of April 28, 1993, of Credit Agreement dated as of April 21, 1992, incorporated by reference herein from Exhibit (4) of Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 (4)(f) Amendment No. 5 dated as of February 16, 1996, to S Amendment and Restatement dated as of April 28, 1993, of Credit Agreement dated as of April 21, 1992 *(10)(a) Description of Stock Bonus Plan, as amended, S incorporated by reference herein from Exhibit 10(a) of Annual Report on Form 10-K for the fiscal year ended December 31, 1992 *(10)(b) Executive Supplemental Benefit Plan dated April 10, S 1986, and Amendment No. 1 thereto dated October 1, 1986, incorporated by reference herein from Exhibit (10)(b) of Annual Report on Form 10-K for the fiscal year ended December 31, 1988 *(10)(c) Amendment No. 2, dated March 22, 1990, to Executive S Supplemental Benefit Plan, incorporated by reference herein from Exhibit (10) (c) of Annual Report on Form 10-K for the fiscal year ended December 31, 1989 *(10)(d) Management Supplemental Benefit Plan dated July 20, S 1988, incorporated by reference herein from Exhibit (10) of Quarterly Report on Form 10-Q for the quarter ended June 30, 1992 *(10)(e) Pension Restoration Plan (effective as of January 1, S 1994) *(10)(f) 1996 Stock Option Plan, incorporated by reference S herein from Exhibit 4 of Registration Statement on Form S-8 dated December 30, 1996 (10)(g) Pledge Agreement dated as of April 27, 1992, S incorporated by reference herein from Exhibit (2) of Current Report on Form 8-K dated May 8, 1992 (21) Subsidiaries of the registrant S (23) Consent of Independent Accountants S (27) Financial Data Schedule S
EX-3.(C) 2 BYLAWS AS AMENDED Exhibit (3) (c) BYLAWS OF THE FIRST AMERICAN FINANCIAL CORPORATION ARTICLE I OFFICES Section 1. PRINCIPAL OFFICES. The location of the principal executive office of the corporation is 114 East Fifth Street, Santa Ana, California. The board of directors may change the location of the principal executive office to any place within or outside the State of California. If the principal executive office is located outside this state, and the corporation has one or more business offices in this state, the board of directors shall fix and designate a principal business office in the State of California. Section 2. OTHER OFFICES. The board of directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business. ARTICLE II MEETING OF SHAREHOLDERS Section 1. PLACE OF MEETINGS. Meetings of shareholders shall be held at any place within or outside the State of California designated by the board of directors. In the absence of any such designation, shareholders' meetings shall be held at the principal executive office of the corporation. Section 2. ANNUAL MEETING. The annual meeting of shareholders shall be held each year on a date and at a time designated by the board of directors. At each annual meeting, directors shall be elected, and any other proper business may be transacted. Section 3. SPECIAL MEETING. A special meeting of the shareholders may be called at any time by the board of directors, or by the chairman of the board, or by the president, or by one or more shareholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting. If a special meeting is called by any person or persons other than the board of directors, the request shall be in writing, specifying the time of such meeting and the general nature of business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the board, the president, any vice president, or the secretary of the corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Sections 4 and 5 of this Article II, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give notice. Nothing contained in this paragraph of this Section 3 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the board of directors may be held. Section 4. NOTICE OF SHAREHOLDERS' MEETING. All notices of meeting of shareholders shall be sent or otherwise given in accordance with Section 5 of this Article II not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of giving the notice, intends to present for action by the shareholders. The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election. If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California, (ii) an amendment of the articles of incorporation, pursuant to Section 902 of that Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of that Code, (iv) a voluntary dissolution of the corporation, pursuant to Section 1900 of that code, or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall also state the general nature of that proposal. Section 5. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any meeting of shareholders shall be given either personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice. If no such address appears on the corporation's books or is given, notice shall be deemed to have been given if sent to that shareholder by first- class mail or telegraphic or other written communication to the corporation's principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication. If any notice addressed to a shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at that address, all future notices or reports shall be deemed to have been given without further mailing if these shall be available to the shareholder on written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice. An affidavit of the mailing or other means of giving any notice of any shareholders' meeting shall be executed by the secretary, assistant secretary, or any transfer agent of the corporation giving the notice, and shall be filed and maintained in the minute book of the corporation. Section 6. QUORUM. The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of shareholders shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. Section 7. ADJOURNED MEETING NOTICE. Any shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 6 of this Article II. When any meeting of shareholders, either annual or special, is adjourned to another time or place; notice need not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set forth for the original meeting, in which case the board of directors shall set a new record date. Notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 4 and 5 of this Article II. At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. Section 8. VOTING. The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 11 of this Article II, subject to the provisions of Sections 702 to 704 inclusive, of the Corporations Code of California (relating to voting shares held by a fiduciary in the name of a corporation, or in joint ownership). The shareholders' vote may be by voice vote or by ballot; provided however, that any election for directors must be by ballot if demanded by any shareholder before the voting has begun. On any matter other than elections of directors, any shareholder may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder's approving vote of the majority of the shares represented at the meeting and entitled to vote on any matter (other than the election of directors) shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by California General Corporation Law or by the articles of incorporation. At a shareholders' meeting at which directors are to be elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any one or more candidates a number of votes greater than the number of the shareholder's shares) unless the candidates' names have been placed in nomination prior to commencement of the voting and a shareholder has given notice prior to commencement of the voting of the shareholders' intention to cumulate votes. If any shareholder has given such a notice, then every shareholder entitled to vote may cumulate votes for candidates in nomination and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which that shareholder's shares are entitled, or distribute the shareholder's votes on the same principle among any or all of the candidates, as the shareholder thinks fit. The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected. Section 9. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The transactions of any meeting of shareholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 4 of this Article II, the waiver of notice or consent shall state the general nature of the proposal. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the meeting. Section 10. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. In the case of election of directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors; provided, however, that a director may be elected at any time to fill a vacancy on the board of directors that has not been filled by the directors, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors. All such consents shall be filed with the secretary of the corporation and shall be maintained in the corporate records. Any shareholder giving a written consent, or the shareholder's proxy holders, or a transferee of the shares or a personal representative of the shareholder or their respective proxy holders, may revoke the consent by a writing received by the secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the secretary. If the consents of all shareholders entitled to vote have not been solicited in writing, and if the unanimous written consent of all such shareholders shall not have been received, the secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting. This notice shall be given in the manner specified in Section 5 of this Article II. In the case of approval of (i) contracts or transactions in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporation Code of California, (ii) indemnification of agents of the corporation, pursuant to Section 317 of that Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of that Code, and (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall be given at least ten (10) days before the consummation of any action authorized by that approval. Section 11. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING, AND GIVING CONSENTS. For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in this event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the California General Corporation Law. If the board of directors does not so fix a record date: (a) The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. (b) The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the board has been taken, shall be at the close of business on the day on which the board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of such other action, whichever is later. Section 12. PROXIES. Every person entitled to vote for directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the secretary of the corporation. A proxy shall be deemed signed if the shareholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the shareholder or the shareholder's attorney in fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (I) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the corporation stating that the proxy is revoked, or by a subsequent proxy executed by, or attendance at the meeting and voting in person by, the person executing the proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the corporation before the vote pursuant to that proxy is received by the corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 705(e) and 705(f) of the Corporations Code of California. Section 13. INSPECTORS OF ELECTION. Before any meeting of shareholders, the board of directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of the meeting may, on the request of any shareholder or a shareholder's proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspectors fails to appear or fails or refuses to act, the chairman of the meeting may, and upon the request of any shareholder or a shareholder's proxy shall appoint a person to fill that vacancy. These inspectors shall: (a) Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies; (b) Receive votes, ballots, or consents; (c) Hear and determine all challenges and questions in any way arising in connection with the right to vote; (d) Count and tabulate all votes or consents; (e) Determine when the polls shall close; (f) Determine the results; and (g) Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders. ARTICLE III DIRECTORS Section 1. POWERS. Subject to the provisions of the California General Corporation Law and any limitations in the articles of incorporation and these bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors. Without prejudice to these general powers, and subject to the same limitations, the directors shall have the power to: (a) Select and remove all officers, agents, and employees of the corporation; prescribe any powers and duties for them that are consistent with law, with the articles of incorporation, and with these bylaws; fix their compensation; and require from them security for faithful service. (b) Change the principal executive office or the principal business office in the State of California from one location to another; cause the corporation to be qualified to do business in any other state, territory, dependency, or country and to conduct business within or without the State of California; and designate any place within or outside the State of California for the holding of any shareholders' meeting, or meetings, including annual meetings. (c) Adopt, make, and use a corporate seal; prescribe the forms of certificates of stock; and alter the form of the seal and certificates. (d) Authorize the issuance of shares of stock of the corporation on any lawful terms, in consideration of money paid, labor done, services actually rendered, debts or securities cancelled, or tangible or intangible property actually received. (e) Borrow money and incur indebtedness on behalf of the corporation, and cause to be executed and delivered for the corporation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities. Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The number of directors of the corporation shall be no less than 9 nor more than 17. The exact number of directors shall be 16 until changed, within the limits specified above, by a bylaw amending this Section 2, duly adopted by the board of directors or by the shareholders. The indefinite number of directors may be changed, or a definite number fixed without provision for an indefinite number, by a duly adopted amendment to the articles of incorporation; provided, however, that an amendment reducing the number or the minimum number of directors to a number less than five cannot be adopted if the votes cast against its adoption at a meeting of the shareholders, or the shares not consenting in the case of action by written consent, are equal to more than 16 2/3% of the outstanding shares entitled to vote. No amendment may change the stated maximum number of authorized directors to a number greater than two times the stated minimum number of directors minus one. Section 3. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be elected at each annual meeting of the shareholders to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified. Section 4. VACANCIES. Vacancies in the board of directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, except that a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote. Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified. A vacancy or vacancies in the board of directors shall be deemed to exist in the event of the death, resignation, or removal of any director, or if the board of directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of directors is increased, or if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the number of directors to be voted for at that meeting. The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote. Any director may resign effective on giving written notice to the chairman of the board, the president, the secretary, or the board of directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director is effective at a future time, the board of directors may elect a successor to take office when the resignation becomes effective. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires. Section 5. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. Regular meetings of the board of directors may be held at any place within or outside the State of California that has been designated from time to time by resolution of the board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the board shall be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, at the principal executive office of the corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at the meeting. Section 6. ANNUAL MEETING. Immediately following each annual meeting of shareholders, the board of directors shall hold a regular meeting for the purpose of organization, any desired election of officers, and the transaction of other business. Notice of this meeting shall not be required. Section 7. OTHER REGULAR MEETINGS. Other regular meetings of the board of directors shall be held without call at such time as shall from time to time be fixed by the board of directors. Such regular meetings may be held without notice. Section 8. SPECIAL MEETINGS. Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairman of the board or the president or the secretary or any two directors. Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail or telegram, charges prepaid, addressed to each director at that director's address as it is shown on the records of the corporation. In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. In case the notice is delivered personally, or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive offices of the corporation. Section 10. WAIVER OF NOTICE. The transactions of any meeting of the board of directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement, the lack of notice to that director. Section 11. ADJOURNMENT. A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. Section 12. NOTICE OF ADJOURNMENT. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four hours, in which case notice of the time and place shall be given before the time of the adjourned meeting, in the manner specified in Section 8 of this Article III, to the directors who were not present at the time of the adjournment. Section 13. ACTION WITHOUT MEETING. Any action required or permitted to be taken by the board of directors may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the board of directors. Such written consent or consents shall be filed with the minutes of the proceedings of the board. Section 14. FEES AND COMPENSATION OF DIRECTORS. Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be fixed or determined by resolution of the board of directors. This Section 14 shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation for those services. ARTICLE IV COMMITTEES Section 1. COMMITTEES OF DIRECTORS. The board of directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. The board may designate one or more directors as alternate members of any committee who may replace any absent member at any meeting of the committee. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except with respect to: (a) the approval of any action which, under the General Corporation Law of California, also requires shareholders' approval or approval of the outstanding shares; (b) the filling of vacancies on the board of directors or in any committee; (c) the fixing of compensation of the directors for serving on the board or on any committee; (d) the amendment or repeal of bylaws or the adoption of new bylaws; (e) the amendment or repeal of any resolution of the board of directors which by its express terms is not so amenable or repealable; (f) a distribution to the shareholders of the corporation, except at a rate or in a periodic amount or within a price range determined by the board of directors; or (g) the appointment of any other committees of the board of directors or the members of these committees. Section 2. MEETINGS AND ACTIONS OF COMMITTEES. Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these bylaws, Sections 5 (place of meetings), 7 (regular meetings), 8 (special meetings and notice), 9 (quorum), 10 (waiver of notice), 11 (adjournment), 12 (notice of adjournment), and 13 (action without meeting), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee; special meeting of committees may also be called by resolution of the board of directors; and notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws. ARTICLE V OFFICERS Section 1. OFFICERS. The officers of the corporation shall be a president, a secretary, and a chief financial officer. The corporation may also have, at the discretion of the board of directors, a chairman of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article V. Any number of offices may be held by the same person. Section 2. ELECTION OF OFFICERS. The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article V, shall be chosen by the board of directors, and each shall serve at the pleasure of the board, subject to the rights, if any, of any officer under any contract of employment. Section 3. SUBORDINATE OFFICERS. The board of directors may appoint, and may empower the president to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the bylaws or as the board of directors may from time to time determine. Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any, of any officer under any contract of employment, any officer may be removed, either with or without cause, by the board of directors, at any regular or special meeting of the board, or, except in the case of an officer chosen by the board of directors, by an officer upon whom such power of removal may be conferred by the board of directors. Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Section 5. VACANCIES IN OFFICES. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to that office. Section 6. CHAIRMAN OF THE BOARD. The chairman of the board, if such an officer be elected, shall, if present, preside at meetings of the board of directors and exercise and perform such powers and duties as may be from time to time assigned to him by the board of directors or prescribed by the bylaws. If there is no president, the chairman of the board shall, in addition be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article V. Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman of the board, if there be such an officer, the president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, have general supervision, direction, and control of the business and the officers of the corporation. He shall preside at all meetings of the shareholders and, in the absence of the chairman of the board, or if there be none, at all meetings of the board of directors. He shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the board of directors or by the bylaws. Section 8. VICE PRESIDENT. In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the board of directors or, if not ranked, a vice president designated by the board of directors, shall perform all duties of the president, and when so acting shall have all the powers of, and be subject to all restrictions upon, the president. The vice presidents shall have such other powers and perform other duties as from time to time may be prescribed for them respectively by the board of directors or the bylaws, and the president, or the chairman of the board. Section 9. SECRETARY. The secretary shall keep or cause to be kept, at the principal executive office or such other place as the board of directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and shareholders, with the time and place of holding, whether regular or special, and if special, how authorized, the notice given, the names of those present at directors' meetings or committee meetings, the number of shares present or represented at shareholders' meetings, and the proceedings. The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the corporation's transfer agent or registrar, as determined by resolution of the board of directors, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number of classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation. The secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the board of directors required by the bylaws or by law to be given, and he shall keep the seal of the corporation if one be adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or by the bylaws. Section 10. CHIEF FINANCIAL OFFICER. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of the account shall at all reasonable times be open to inspection by any director. The chief financial officer shall deposit moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the board of directors. He shall disburse the funds of the corporation as may be ordered by the board of directors, shall render to the president and directors, whenever they request it, an account of all his transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the board of directors or the bylaws. ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS; INSURANCE OF DIRECTORS AND OFFICERS Section 1. INDEMNIFICATION. (i) The corporation shall indemnify its Officers and Directors to the fullest extent permitted by law, including those circumstances in which indemnification would otherwise be discretionary; (ii) the corporation is required to advance expenses to its Officers and Directors as incurred, including expenses relating to obtaining a determination that such Officers and Directors are entitled to indemnification, provided that they undertake to repay the amount advanced if it is ultimately determined that they are not entitled to indemnification; (iii) an Officer or Director may bring suit against the corporation if a claim for indemnification is not timely paid; (iv) the corporation may not retroactively amend this Section 1 in a way which is adverse to its Officers and Directors; (v) the provisions of subsections (i) through (iv) above shall apply to all past and present Officers and Directors of the corporation. Indemnification of Agents of the corporation who are not its Officers and Directors shall be in accordance with the provisions of Section 317 of the Corporations Code of California. The corporation may enter into indemnification agreements with its Directors, Officers and other Agents upon such terms and conditions as are deemed to be in the best interest of the corporation by its board of directors. The other provisions of this Section 1 to the contrary notwithstanding, the corporation shall not be obligated: (a) to indemnify or advance expenses to an Officer, Director or Agent with respect to proceedings or claims initiated or brought voluntarily by such Officer, Director or Agent and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under an indemnification agreement or any statute or law or otherwise as required under Section 317 of the Corporations Code of California, but such indemnification or advancement of expenses may be provided by the corporation in specific cases if the board of directors has approved the bringing of such suit; (b) to indemnify an Officer, Director or Agent for any expenses incurred with respect to any proceeding instituted by such Officer, Director or Agent to enforce or interpret provisions of an indemnity agreement or this Section 1, if a court of competent jurisdiction determines that each of the material assertions made by the Officer, Director or Agent in such proceeding was not made in good faith or was frivolous; (c) to indemnify an Officer, Director or Agent for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) which have been paid or satisfied by an insurance carrier under a policy of officers' and directors' liability insurance maintained by the corporation; provided that the corporation shall be obligated to remit to the Officer, Director or Agent any insurance proceeds received in respect of expenses or liabilities previously paid or satisfied by such Officer, Director or Agent; (d) to indemnify an Officer, Director or Agent for expenses, judgments, fines or penalties sustained, or for an accounting of profits made from, the purchase and sale by such Officer, Director or Agent of securities of the corporation in violation of the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, any amendments thereto or any similar provisions of any federal, state or local statutory law; or (e) in the event a court of competent jurisdiction finally determines that such indemnification is unlawful. The term "Officer" as used in this Section 1 shall mean each person who is, or was, appointed to the office of Chairman of the Board, President, Vice President, Secretary, Assistant Secretary, Chief Financial Officer, Treasurer, Assistant Treasurer, and such other office of the corporation as the board shall designate from time to time. The term "Director" as used in this Section 1 shall mean any person who is, or was, appointed to serve on the board of directors either by the shareholders or the remaining board members. The term "Agent" as used in this Section 1 shall have the same meaning as that set forth in Section 317 (a) of the Corporations Code of California, except that it shall not include Officers and Directors. Section 2. INSURANCE. The corporation may purchase and maintain insurance on behalf of its Directors, Officers and Agents, against any liability asserted against, or incurred by, any of them by reason of the fact that such person is, or was a Director, Officer or Agent of the corporation, whether or not the corporation would have the power to indemnify such persons against such liability under the General Corporation Law of California. ARTICLE VII RECORDS AND REPORTS Section 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. The corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the board of directors, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each shareholder. A shareholder or shareholders of the corporation holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation may (i) inspect and copy the records of shareholders' names and addresses and shareholdings during usual business hours on five days prior written demand on the corporation, and (ii) obtain from the transfer agent of the corporation, on written demand and on the tender of such transfer agent's usual charges for such list, a list of the shareholders' names and addresses, who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which that list has been compiled or as of a date specified by the shareholder after the date of demand. This list shall be made available to any such shareholder by the transfer agent on or before the latter of five (5) days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled. The record of shareholders shall be open to inspection on the written demand of any shareholder or holder of a voting trust certificate, at any time during the usual business hours, for a purpose reasonably related to the holder's interests as a shareholder or as the holder of a voting trust certificate. Any inspection and copying under this Section 1 may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand. Section 2. MAINTENANCE AND INSPECTION OF BYLAWS. The corporation shall keep at its principal executive office or, if its principal executive office is not in the State of California, at its principal business office in this state, the original or a copy of the bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of California and the corporation has no principal business office in this state, the Secretary shall, upon the written request of any shareholder, furnish to that shareholder a copy of the bylaws as amended to date. Section 3. MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS. The accounting books and records and minutes of proceedings of the shareholders and the board of directors and any committee or committees of the board of directors shall be kept at such place or places designated by the board of directors or, in the absence of such designation, at the principal executive office of the corporation. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during the usual business hours, for a purpose reasonably related to the holder's interests as a shareholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary corporation of the corporation. Section 4. INSPECTION BY DIRECTORS. Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. This inspection by a director may be made in person, or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents. Section 5. ANNUAL REPORT TO SHAREHOLDERS. The board of directors shall cause an annual report to be sent to the shareholders not later than one hundred twenty days (120) after the close of the fiscal year adopted by the corporation. This report shall be sent at least fifteen (15) days before the annual meeting of shareholders to be held during the next fiscal year and in the manner specified in Section 5 of Article II of these bylaws for giving notice to shareholders of the corporation. The annual report shall contain a balance sheet as of the end of the fiscal year and an income statement and statement of changes in financial position for the fiscal year, accompanied by any report of independent accountants or, if there is no such report, the certificate of an authorized officer of the corporation that the statements were prepared without audit from the books and records of the corporation. Section 6. FINANCIAL STATEMENTS. A copy of any annual financial statement and any income statement of the corporation for each fiscal year, and any accompanying balance sheet of the corporation as of the end of each such period that has been prepared by the corporation, shall be kept on file in the principal executive office of the corporation for twelve (12) months and each such statement shall be exhibited at any reasonable time to any shareholder demanding an examination of any such statement or a copy shall be mailed to any such shareholder. If a shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the corporation makes a written request to the corporation for an income statement of the corporation for the three-month, six-month or nine-month period of the then current fiscal year ended more than thirty (30) days before the date of the request, and a balance sheet of the corporation as of the end of that period, the chief financial officer shall cause that statement to be prepared, if not already prepared, and shall deliver personally or mail that statement or statements to the person making the request within thirty (30) days after the receipt of the request. If the corporation has not sent to the shareholders its annual report for the last fiscal year, this report shall likewise be delivered or mailed to the shareholder or shareholders within thirty (30) days after the request. The corporation shall also, on the written request of any shareholder, mail to the shareholder a copy of the last annual, semi-annual or quarterly income statement which it has prepared, and a balance sheet as of the end of that period. The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation. Section 7. ANNUAL STATEMENT OF GENERAL INFORMATION. The corporation shall, during the period commencing on April 1 and ending on September 30 in each year, file with the Secretary of State of the State of California, on the prescribed form, a statement setting forth the authorized number of directors, the names and complete business or residence addresses of the chief executive officer, secretary and chief financial officer, the street address of its principal executive office or principal business office in this state and the general type of business activity of the corporation, together with a designation of the agent of the corporation for the purpose of service of process, all in compliance with Section 1502 of the Corporations Code of California. ARTICLE VIII GENERAL CORPORATE MATTERS Section 1. RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than action by shareholders by written consent without a meeting), the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action, in that case only shareholders of record on the date so fixed are entitled to receive the dividend, distribution, or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the California General Corporation Law. If the board of directors does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whichever is later. Section 2. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the board of directors. Section 3. CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The board of directors, except as otherwise provided in these bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and this authority may be general or confined to specific instances; and, unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. Section 4. CERTIFICATES FOR SHARES. A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any of these shares are fully paid, and the board of directors may authorize the issuance of certificates or shares as partly paid provided that these certificates shall state the amount of the consideration to be paid for them and the amount paid. All certificates shall be signed in the name of the corporation by the chairman of the board or vice chairman of the board or president or vice president and by the chief financial officer or an assistant treasurer or the secretary or an assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificates may be facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, transfer agent, or registrar before that certificate is issued, it may be issued by the corporation with the same effect as if that person were an officer, transfer agent, or registrar at the date of issue. Section 5. LOST CERTIFICATES. Except as provided in this Section 5, no new certificates for shares shall be issued to replace an old certificate unless the latter is surrendered to the corporation and cancelled at the same time. The board of directors may, in case any share certificate or certificate for any other security is lost, stolen, or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the board may require, including provision for indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft, or destruction of the certificate or the issuance of the replacement certificate. Section 6. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The chairman of the board, the president, or any vice president, or any other person authorized by resolution of the board of directors or by any of the foregoing designated officers, is authorized to vote on behalf of the corporations any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the corporation. The authority granted to these officers to vote or represent on behalf of the corporation any and all shares held by the corporation in any other corporation or corporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by these officers. Section 7. CONSTRUCTION AND DEFINITIONS. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California General Corporation Law shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person. ARTICLE IX AMENDMENTS Section 1. AMENDMENT BY SHAREHOLDERS. New bylaws may be adopted or these bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the articles of incorporation of the corporation set forth the number of authorized directors of the corporation, the authorized number of directors may be changed only by an amendment of the articles of incorporation. Section 2. AMENDMENT BY DIRECTORS. Subject to the rights of the shareholders as provided in Section 1 of this Article IX to adopt, amend or repeal bylaws, bylaws may be adopted, amended or repealed by the board of directors; provided, however, that the board of directors may adopt a bylaw or amendment of a bylaw changing the authorized number of directors within the limits specified in the articles of incorporation or in Section 2 of Article III of these bylaws. EX-21 3 SUBSIDIARIES OF THE REGISTRANT EXHIBIT (21) SUBSIDIARIES OF THE REGISTRANT
Percent of stock owned beneficially State or Country under by company or Name of Subsidiary laws of which organized subsidiary - -------------------------------------------------------------------------------------------------------------------------- Consolidated subsidiaries of: Registrant -- First American Loan Servicing Corporation Texas 100% First American Management Company Washington 100% First American Property Data Services, Inc. California 100% First American Real Estate Information Services, Inc. California 100% First American Title Insurance Company California 100% First American Trust Company California 100% First American Capital Management, Inc. Delaware 100% Consolidated subsidiaries of First American Title Insurance Company-- Alachua County Abstract Company Florida 100% Albany County Title, Inc. Wyoming 100% Attorneys Abstract, Inc. New York 100% Bienville Properties, Inc. Louisiana 100% Burton Abstract & Title Company Michigan 100% Consolidated Title and Abstract Co. Minnesota 100% Eaton County Abstract and Title Company Michigan 100% Eureka Title Company California 100% First American Abstract Company Mississippi 100% First American Abstract Company of Louisiana Louisiana 100% First American Exchange Corporation of the Southeast Louisiana 100% First American Abstract of South Carolina South Carolina 100% First American Holdings CBA, Inc. Minnesota 100% First American Title Company of Alaska Alaska 100% First American Title Company of Clark County Washington 100% First American Title Company of Colorado Colorado 100% First American Title Company of Dallas Texas 100% First American Title Company of Florida, Inc. Florida 100% First American Title Company of Hawaii, Inc. Hawaii 100% First American Title Company of Idaho, Inc. Idaho 100% First American Title Company of Los Angeles California 100% First American Title Company of Nevada, Inc. Nevada 100% First American Title Company of Thurston County Washington 100% First American Title Company of Utah Utah 100% First American Title Insurance Agency of Coconino, Inc Arizona 100% First American Title Insurance Agency of Gila, Inc. Arizona 100% First American Title Insurance Company, Ltd. (UK) England 100% First American Title Ins. Company of Australia Pty.Ltd. Australia 100% First American Title Insurance Company of New York New York 100% First American Title Ins. Company of North Carolina North Carolina 100% First American Title Insurance Company of Texas Texas 100% First Exchange of Arizona, Inc. Arizona 100% Fremont County Title Company Wyoming 100% Guardian Title Company of Maryland Maryland 100% Land Title Associates, Inc. Oklahoma 100%
SUBSIDIARIES OF THE REGISTRANT (CONINUED)
Percent of stock owned beneficially State or Country under by company or Name of Subsidiary laws of which organized subsidiary - -------------------------------------------------------------------------------------------------------------------------- Land Title Company of St. Louis, Inc. Missouri 100% Massachusetts Abstract Company, Inc. Massachusetts 100% Memphis Title Company Tennessee 100% Midland Title Company, Inc. Ohio 100% New York Abstract Company, Inc. New York 100% Northern Michigan Title Company of Emmet County Michigan 100% Ohio Title Corporation Ohio 100% Pioneer of Philadelphia, Ltd., Inc. Pennsylvania 100% Port Lawrence National Agency, Inc. Ohio 100% Republic Title Of Texas, Inc. Texas 100% Security Title Company of Southern Utah Utah 100% Standard Title Insurance Company Oklahoma 100% Sterling Title Company of Sandoval County New Mexico 100% The Inland Empire Service Corporation California 100% The Port Lawrence Agency, Inc. Ohio 100% The Port Lawrence Title and Trust Company Ohio 100% Ticore, Inc. Oregon 100% Universal Title Company Minnesota 100% Washakie Abstract Company Wyoming 100% First American Title Company of Bellingham Washington 100% First American Title Insurance Agency of Yuma, Inc. Arizona 100% First American Auto Title Transfer, L.L.C. Louisiana 99% Land Title Insurance Company of St. Louis Missouri 99% Peoples Abstract Company Iowa 99% First American Title and Trust Company Oklahoma 99% First American Title Insurance Agency of Pinal Arizona 96% First American Title Guaranty Agency of Cheyenne Wyoming 93% First American Title Insurance Agency of Mohave, Inc. Arizona 89% First American Title Insurance Agency, Inc. (Navajo) Arizona 85% First Canadian Title Canada 85% First American Title Insurance Agency of Yavapai, Inc. Arizona 84% Converse Land Title Company (a partnership) Wyoming 80% First American Title Company of New Mexico New Mexico 80% First American Title Company of Spokane Washington 80% First American Title Company of St. Lucie County, Inc. Florida 80% First American Title Guaranty of Hot Springs Wyoming 80% First American Title Guaranty Holding Company California 80% Territorial Abstract and Title Company, Inc. New Mexico 80% First American Home Buyers Protection Corporation California 79% First American Title Guaranty of Carbon County Wyoming 79% First American Title Guaranty of Sublette County Wyoming 79% First American Title Guaranty Agency of Crook County Wyoming 78% Teton Land Title Company Wyoming 76% First American Title Company of Magic Valley, Inc. Idaho 70% Goshen County Abstract & Title Wyoming 69% Big Horn Land Title Company Wyoming 62% Mid Valley Title and Escrow Company California 59% Campbell County Abstract Company Wyoming 58% First American Title Company of Mendocino County California 54% Johnson County Title Company, Inc. Wyoming 51%
SUBSIDIARIES OF THE REGISTRANT (CONTINUED)
Percent of stock owned beneficially State or Country under by company or Name of Subsidiary laws of which organized subsidiary - -------------------------------------------------------------------------------------------------------------------------- Wyoming Land Title Company Wyoming 56% Shoshone Title Insurance and Abstract Company Wyoming 52% Evans Title Companies, Inc. Wisconsin 50% First American Homebuyers Protection Corp. Delaware 50% First Exchange Corporation California 50% North American Title Insurance Company California 50% Consolidated subsidiaries of First American Real Estate Information Services, Inc.-- Excelis, Inc. Florida 100% First American Appraisal Services, Inc. Florida 100% First American Appraisal Consulting Services, Inc California 100% First American CREDCO, Inc. Washington 100% First American Credit Services, Inc. New York 100% First American Equity Loan Services, Inc. Ohio 100% First American Field Services, Inc. New Jersey 100% First American Flood Data Services, Inc. Texas 100% First American Property Services, Inc. New York 100% First American Real Estate Tax Service, Inc. Florida 100% Masada, Inc., dba: The Robertson Company California 100% Pasco Enterprises, Inc. Texas 100% Prime Credit Reports, Inc. California 100% Realty Tax & Service Company California 100% Consolidated subsidiary of First American Equity Loan Services, Inc. Docu-Search, Inc. Kentucky 100% Consolidated subsidiary of Mid Valley Title & Escrow Company -- Mt. Shasta Title & Escrow Company California 65% Consolidated Subsidiaries of Ticore, Inc. -- Eagle Exchange Corporation Oregon 100% Escrow Automated Systems, Inc. Oregon 100% First American Title Insurance Company of Oregon Oregon 100% Consolidated Subsidiaries of First American Title Insurance Company of Oregon -- Deschutes County Title Company Oregon 100% Willamette Valley Title Company Oregon 100% Consolidated subsidiary of Massachusetts Abstract Comp., Inc. -- Massachusetts Title Insurance Company Massachusetts 65% Consolidated subsidiary of First American Title Comp. of Utah -- Utah First Exchange, Inc. Utah 100%
SUBSIDIARIES OF THE REGISTRANT (Continued)
Percent of stock owned beneficially State or Country under by company or Name of Subsidiary laws of which organized subsidiary - -------------------------------------------------------------------------------------------------------------------------- Consolidated subsidiary of First American Abstract Company of Louisiana Abstracts by Godail Louisiana 100% Consolidated subsidiaries of First American Title Guaranty Holding Company -- First Escrow Accounting Services Company California 100% First Guaranty Bancorp California 100% First Guaranty Exchange Company California 100% Superior Trustee's Services Company, Inc. California 100% First American Title Guaranty Company California 99% Harrison-Webster Investment Group (a partnership) California 75% Stanley Building Associates (a partnership) California 75% Consolidated subsidiary of First American Title Insurance Company of North Carolina Fidelity Title and Guaranty Co. Florida 100% Consolidated subsidiaries of First American Title Insurance Company of New York-- First American Exchange Corporation New York 100% Mortgage Guarantee & Title Rhode Island 100% Preferred Land Title Service, Inc. New York 100% Consolidated subsidiaries of First Guaranty Bancorp -- F.S.T. Financial Services California 100% First Security Thrift Company California 100% Consolidated subsidiary of Land Title Associates, Inc. -- First American Title & Abstract Co. Oklahoma 100% Consolidated subsidiaries of Midland Title Security, Inc. -- Commerce Title Agency, Inc. Ohio 100% Lawyers Mortgage and Title Company, Inc. Ohio 100% Midland Exchange Services, Inc. Ohio 100% National Survey Services, Inc. Delaware 100% R.E. Services, Inc. Ohio 100% MCM Title Services, Inc. Ohio 67% Consolidated subsidiary of Mortgage Guarantee and Title Company -- GR Title Services, Inc. Rhode Island 100% Consolidated subsidiary of First American Home Buyers Protection Company -- First American Home Buyers Protection Corp. Delaware 50% Consolidated subsidiary of Land Title Insurance Company of St. Louis -- Property Data, Inc. Missouri 100% The Trust Company of St. Louis County Missouri 99%
SUBSIDIARIES OF THE REGISTRANT (Continued)
Percent of stock owned beneficially State or Country under by company or Name of Subsidiary laws of which organized subsidiary - -------------------------------------------------------------------------------------------------------------------------- Consolidated subsidiaries of First American Title Insurance Company of Texas-- Corpus Christi Title Company Texas 100% Fort Bend Title Company Texas 100% Consolidated subsidiaries of Republic Title of Texas, Inc.-- American Escrow Company Texas 100% Texas Escrow Company Texas 100% Title Software Corporation Texas 100% Consolidated subsidiary of Southwest Title & Trust Company-- Southwest Title Land Company Oklahoma 100% Consolidated subsidiaries of Territorial Abstract and Title Company, Inc. Territorial Escrow Services New Mexico 100% Title de Santa Fe New Mexico 100% Consolidated subsidiary of the Port Lawrence Title & Trust Comp. Landimer Title Agency Ohio 100%
EX-23 4 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in the Prospectus constituting part of the Registration Statement on Form S-8 (No. 33-19065) of The First American Financial Corportation of our report dated February 11, 1997 appearing on page 20 of this Form 10-K. Price Waterhouse LLP Costa Mesa, California March 26, 1997 EX-27 5 FDS ART 5 FOR 10-K DATED 12-31-96
7 12-MOS DEC-31-1996 JAN-01-1996 DEC-31-1996 130,576,000 0 0 8,517,000 0 0 191,181,000 173,439,000 0 24,753,000 979,794,000 245,245,000 0 0 0 71,257,000 0 0 11,554,000 352,465,000 979,794,000 1,571,168,000 23,787,000 2,611,000 0 86,487,000 0 0 89,189,000 35,600,000 53,589,000 0 0 0 53,589,000 4.68 0.0 0 81,539 4,948 29,680 43,967 245,245 0
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