SecProbe.io

Mail Stop 4720           January 12, 2010   Jeff Robinson, Esq. The First American Corporation 1 First American Way Santa Ana, California 92707
 Re: First American Financial Corporation
  Registration Statement on Form 10
  Filed December 14, 2009
  File No. 001-34580

Dear Mr. Robinson:
  We have reviewed your filing and have the following comments.  Where indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10 filed December 14, 2009

General
1. Please note that where we provide exampl es to illustrate what we mean by our
comments, they are examples and not complete lists.  If our comments are applicable to portions of the filing that we have not cited as examples, please
make the appropriate changes in accordance with our comments.
2. We note your statements throughout the info rmation statement that the terms of
certain agreements have not yet been determined but will be described in the

Jeff Robinson, Esq.
The First American Corporation
January 12, 2010 Page 2
document prior to the effective time of the filing.  Please note that we will not be
in a position to declare the filing effective until we have  reviewed such disclosure.

Exhibits, page 3

3. Please file as an exhibit to the registra tion statement a list of subsidiaries, as
required by Item 601(b)(21) of Regulation S-K.
4. Please confirm that you will file as an e xhibit to the registration statement a copy
of the $23 million promissory note which InfoCo is expected to issue to FinCo
which approximates the unfunded portion of the First American pension plan, once finalized.
5. Please file as an exhibit to the registrati on statement copies of the notes receivable
between the company and First American  totaling $192.9 milli on at December 31,
2008.

Exhibit 99(a) Information Statement

General
6. Please provide an analysis supporting your determination that the distribution of
First American Financial Corporation sh ares will be pro-rata even though cash
will be paid in lieu of fractional shar es, possibly reducing the relative interests
held by those shareholders who receive cas h in relation to those who do not have
fractional shares to be cashed out .  See Staff Legal Bulletin No. 4.
7. Please disclose your basis or the source of the information contained in the
following statements:
• “Our principal title insurance underwri ter, First American Title Insurance
Company, maintained approximately $736.7 million in statutory surplus
capital as of September 30, 2009, the highest amount  in the industry.”
(Emphasis added) (Page 2);
• “We have been a leader in the title industry for more than a century.”
(Page 2);
•  “Over the last decade we have b een both an industry and a marketplace
leader in global production.” (Page 2); and
• “Over the past 20 years we have led the industry in expanding our product
offerings to other nations, in some cas es establishing a market in countries
where no market had previ ously existed.” (Page 4).

Jeff Robinson, Esq.
The First American Corporation
January 12, 2010 Page 3  Risk Factors, page 11

 “Unfavorable economic or other conditions c ould cause FinCo to write off a portion of
the goodwill and other inta ngible assets.” page 11
8. Please revise your disclosure to include the amount of goodwill you will be carrying after the separation transaction, as reflected in the pro-forma financial
statements.
 “A downgrade by ratings agencies, reductions in  statutory surplus maintained by our title
insurance underwriters or a deterioration in  other measures of financial strength may
negatively affect FinCo’s results of ope rations and competitive position.” page 12
9. Please revise your disclosure to include th e current ratings of your title insurance
operations issued by each of the major ratings agencies.
10. Please revise your disclosure to include a discussion comparing the current statutory surplus maintained by your title  insurance underwrite rs to the current
level of statutory surplus they are required to maintain.
 “Failures at financial institutions at whic h we deposit funds could adversely affect
FinCo.” page 12
11. Please expand your disclosure to discuss a ny financial institutions you have funds
on deposit with that have been experiencing financial difficulties.
 “Changes in government regulation could prohibi t or limit FinCo’s operations or make it
more burdensome to conduct such operations.” page 12
12. We note your statement on page 12 that “efforts by governmental agencies to
cause customers to refrain from using” your  products or services is a risk the
company faces.  Please revise your disclosu re to discuss any governmental agency
actions you may be anticipating and how you believe such actions may affect
your operations.
 “Scrutiny of our businesses and the industries in which we operate by governmental
entities and others could adve rsely affect FinCo’s operati ons and financial condition.”
page 12
13. Please revise your disclosure to disc uss all inquiries or proceedings by
governmental agencies to which the comp any has been subject since 2007 and all
practices that the company has ended or m odified in anticipation of or reaction to
increased governmental scrutiny.  Please al so discuss how this has affected your
ability to generate revenue, cash flow and/or income.

Jeff Robinson, Esq.
The First American Corporation
January 12, 2010 Page 4   “After the separation, FinCo will be responsible for First American’s pension plan, which
is currently underfunded…” page 13
14. Please revise your disclosure to quantif y the unfunded pension liability discussed
in this risk factor, as of th e latest balance sheet date.
 “Weakness in the commercial real estate market or an increase in the amount or severity
of claims in connection with commercial real  estate transactions could adversely affect
FinCo’s results of operations.” page 14
15. Please revise your disclosure to state the actual decrease in premiums generated
from commercial real estate  transactions since 2006.
 “The separation transaction could give risk to liabilities, increased competition or other
unfavorable effects that may not have otherwise arisen.” page 16
16. Please revise your disclosure to discuss in what areas you anticipate InfoCo will
compete with FinCo after the separation tran saction.  Please be sure to discuss any
policies that will be in place after the transaction to regu late this competition, or,
if no such regulations will be  in place, please provide an  appropriate statement to
that affect.
 “FinCo will be responsible for a portion of  First American’s contingent and other
corporate liabilities, primarily those re lating to stockholder litigation.” page 16
17. Please provide your analysis which led to your determination not to disclose the
information specified in Item 103 of Re gulation S-K as to the consolidated
securities litigation discusse d in this risk factor.  Y our analysis should address
qualitative factors such as reputation and ability to gene rate revenue or raise cash
as well as quantitative factors.
 “FinCo will share responsibility for certain of  its and InfoCo’s income tax liabilities for
tax periods prior to and includi ng the distribution date.” page 16
18. Please revise your disclosure to quantif y the “proposed tax adjustments” which
you are reviewing and cont esting at this time.
 “FinCo may desire to satisfy its cash requi rements will the proceeds from the sale of
InfoCo shares which may be illiqui d or decrease in value.” page 18
19. Please revise your disclosure to discuss the potential adverse tax consequences of
holding the InfoCo shares for more than five years.

Jeff Robinson, Esq.
The First American Corporation
January 12, 2010 Page 5  Special Note About Forward-Looking Statements, page 21

20. We advise you that because you are not yet a reporting company you are not
eligible for the safe-harbor afforded by Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exch ange Act of 1934.  Please eliminate all
references to these sections in the filing.
 Questions and Answers About the Separation, page 25

21. Please define “‘regular-way’ mark et” where first used on page 28.
 Trading Between the Record Date  and Distribution Date, page 37

22.  Please define “‘ex-distribution’ ma rket” where first used on page 37.
Opinion of [ ], page 39
23. Please note that we will not be in a pos ition to declare the registration statement
effective until the form of opinion referen ced in this section has been filed as
Annex A to the information statement.
 Unaudited Pro Forma Condensed Combined Financial Statements, page 44

 Unaudited Pro Forma Combined Income Statement, page 48

24. Refer to your pro forma adjustment (3). A llocations of corporate costs should not
be adjusted to include forward-looki ng information within the pro forma
statement of operations. Please revise accordingly.
25. Your disclosure on page F-9 indicates th at for an interim period, some of your
corporate functions will continue to be provided by First American under the
transitions services agreement and th at you will enter into a number of
commercial agreements with First American in connection with the separation, many of which are expected to have terms longer than one year.  You also disclose elsewhere that FinCo and InfoCo will provide each other with various services. Please disclose what these agreem ents specifically relate to and the fees
to be paid by FinCo to First America n. Effects of new agreements should be
reflected in the pro forma financial statements only if amounts are factually supportable, directly attri butable to the transaction, and expected to have a
continuing impact on the statement of ope rations. Please revise accordingly, if
applicable, or clarify why these amounts have not been included in your pro
forma presentation.
26. On page 94, you disclose that each of FinCo and InfoCo will assume 50% of

Jeff Robinson, Esq.
The First American Corporation
January 12, 2010 Page 6
certain contingent and other corporate liabilities of First Amer ican, which include
certain legal contingencies and actions. Please revise the pro forma financial
statements accordingly or disclose, if true, that these liabilitie s are included in the
historical financial statements of FinCo.
Results of Operations, Years Ende d December 31, 2008, 2007 and 2006, page 62

 Title Insurance and Services, page 63

27. Please expand your disclosure on page 66 to  discuss the “large single fraud loss
from a closing protection letter claim involving multiple properties; higher-than-
expected claims emergence for business from a large agent, and higher-than-
expected claims emergence from a recently-acquired underwriter” in more detail.
28. Please advise us if the “single fraud loss” discussed in this sec tion is part of an
ongoing or unresolved process and if litig ation is involved.  If litigation is
involved, please provide the information sp ecified in Item 103 of Regulation S-K
or, alternatively, provid e your analysis as to why such disclosure is not required.
Your analysis should address qualitative factors such as  reputation and ability to
generate revenue or raise cash as  well as quantitative factors.
 Net income (loss) and net income attributable to noncontrolling interests, page 70

29. Please expand your disclosure, where a ppropriate, to discuss the noncontrolling
interests mentioned on page 70 and throughout the filing.
 Liquidity and Capital Resources, Years Ended December 31, 2008, 2007 and 2006, page
75
30. We note the following statement on page 77:  “Due to our liquid-asset position and
ability to generate cash flows from operat ions, we believe that our resources are
sufficient to satisfy our anticipated operat ional cash requirements.”  Please revise
this statement to indicate how long you believe your resources will satisfy your
anticipated cash requirements.  Also, pl ease make similar revisions to the same
statement on page 78.
 Business, page 81

31. Please include a discussion in this se ction of the filing of the remaining
noncontrolling interests in four companie s purchased during the nine months
ended September 30, 2009, referenced in Note 9 to the condensed combined financial statements on page F-80, if material.
32. Please expand your disclosure to discu ss any arrangements you have with your

Jeff Robinson, Esq.
The First American Corporation
January 12, 2010 Page 7
off-shore service providers.
33. We note your mention of international li censes held by the company on page 86.
Please expand your disclosure to discuss th ese licenses in more detail, namely, to
state in what countries the company is licensed to conduct business.
34. We note your discussion of your competitors’ rankings in terms of largest
providers of title insuran ce in the United States on page 87.  Please revise your
disclosure to estimate what ranking the company holds in relation to the named parties.
35. Please revise your disclosure to name the banking subsidiary discussed at the
bottom of page 87 and the industr ial bank discussed on page 88.
36. We note the following statement on page 90: “Our home warranty business is
subject to regulation in some states by insurance authorities and other regulatory
entities.”  Please revise your  disclosure to name the “other regulatory entities” to
which this statement refers.
 Legal Proceedings, page 92

37. Please provide your analysis which led to your determination not to disclose the
information specified in Item 103 of Regulation S-K as to the various ongoing lawsuits, investigations and proceedings involving your subsidiaries, title insurance, property and casualty insura nce, home warranty, thrift, trust and
investment advisory businesses.  Your an alysis should address qualitative factors
such as reputation and ability to generate revenue or raise cash as well as quantitative factors.
 Management, page 98

38. Please update the information in the table on page 98 as of the latest practicable
date.
 Compensation Discussion and Analysis, page 116

39. Please note that your compensation di scussion and analysis section should
precede the compensation tables starting on page 103 of the filing, as it serves as
an introduction to the information in the tables.  Please revise the filing
accordingly.
40. Please revise your disclosure to identif y the outside compensation consultant
engaged by First American to ai d in compensation decisions.
41. We note the following statement on page 117: “The Committee reviews executive

Jeff Robinson, Esq.
The First American Corporation
January 12, 2010 Page 8
officer base salaries each year and makes any adjustments it deems necessary based on, among other factors, the overall  performance of First American…”
Please revise your disclosure to discuss all factors considered by the committee in making adjustments to each named execu tive officer’s base salary for the 2008
fiscal year.
42. Please revise your disclosure to explain why the committee reinstated Mr. Gilmore’s base salary to $650,000 on October 6, 2009.
43. Please revise your disclosure to qua ntify the ISG’s specified financial
measurement