First American Corporation (New) filed SEC Form 8-K: Regulation FD Disclosure
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
During the third quarter of 2024, First American Financial Corporation (the “Company”) initiated a strategic investment portfolio rebalancing project. In connection with this rebalancing project, the Company sold certain debt securities in an unrealized loss position, for which the Company will record a pre-tax realized investment loss of $342 million during the third quarter of 2024. The Company is in the process of reinvesting the sale proceeds and, based on current market conditions, expects the rebalanced portfolio to result in an increase in interest income of between $60 million and $70 million per year.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on management’s current beliefs, understandings, expectations and assumptions. These forward-looking statements are subject to risks and uncertainties, and other important factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements and can be identified by the fact that they do not relate strictly to historical or current facts and may contain the words “believe,” “expect,” “estimate,” “will,” or other similar words and phrases or future or conditional verbs such as “may,” “would,” or “could.” The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. Such statements are subject to risks and uncertainties, many of which are beyond the control of the Company, that could cause actual results, events and developments to differ materially from those set forth in, or implied by, such statements. These statements are based on the beliefs and assumptions of the management of the Company. Factors that could cause actual results, events and developments to differ include, without limitation: (1) changes in general economic, business and political conditions, including changes in the financial markets or interest rates; (2) the ability to realize the anticipated benefits of the transactions contemplated by the rebalancing, (3) changes in applicable laws or regulations; (4) adverse legal and regulatory developments or determinations or adverse changes in, or interpretations of, U.S. or other foreign laws, rules or regulations, including tax laws, (5) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors, and (6) other risks and uncertainties identified in the Company’s filings with the U.S. Securities and Exchange Commission. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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FIRST AMERICAN FINANCIAL CORPORATION |
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Date: |
September 9, 2024 |
By: |
/s/ Lisa W. Cornehl |
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Name: Lisa W. Cornehl |