SEC Comment Letter 0000000000-24-000923 to First American Financial Corp (FAF)
First American Financial Corp
Date: Jan. 23, 2024 · CIK: 0001472787 · Accession: 0000000000-24-000923
AI Filing Summary & Sentiment
File numbers found in text: 001-34580
Letter
United States securities and exchange commission logo January 23, 2024 Kenneth D. DeGiorgio Chief Executive Officer First American Financial Corporation 1 First American Way Santa Ana, CA 92707-5913 Re:First American Financial Corporation Form 8-K/A Filed January 12, 2024 File No. 001-34580 Dear Kenneth D. DeGiorgio: We have reviewed your filing and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 8-K/A Item 1.05 Material Cybersecurity Incidents, page 1 1.We note the statement that you expect the cybersecurity incident will have a material impact on the fourth quarter of 2023 results of operations, but that you do not believe the incident will have a material impact on your overall financial condition or on your ongoing results of operations. Please advise us whether you filed this amended Form 8-K pursuant to Instruction 2 to Item 1.05 and confirm, if true, that you determined the incident was material to you under the standard in cases addressing materiality under the securities laws, including TSC Industries, Inc. v. Northway, Inc. Additionally, please clarify in future filings any known material impact(s) that are likely to continue after the fourth quarter. In considering material impacts, please describe all material impacts. For example, consider customer relationships, potential reputational harm, and the impact due to exfiltrated data, whether or not from non-production systems.
FirstName LastNameKenneth D. DeGiorgio Comapany NameFirst American Financial Corporation January 23, 2024 Page 2 FirstName LastName Kenneth D. DeGiorgio First American Financial Corporation January 23, 2024 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Cheryl Brown at 202-551-3905 or James Lopez at 202-551-3536 with any other questions. Sincerely, Division of Corporation Finance Office of Finance
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United States securities and exchange commission logo
January 23, 2024
Kenneth D. DeGiorgio
Chief Executive Officer
First American Financial Corporation
1 First American Way
Santa Ana, CA
92707-5913
Re:First American Financial Corporation
Form 8-K/A
Filed January 12, 2024
File No. 001-34580
Dear Kenneth D. DeGiorgio:
We have reviewed your filing and have the following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 8-K/A
Item 1.05 Material Cybersecurity Incidents, page 1
1.We note the statement that you expect the cybersecurity incident will have a material
impact on the fourth quarter of 2023 results of operations, but that you do not believe the
incident will have a material impact on your overall financial condition or on your
ongoing results of operations. Please advise us whether you filed this amended Form 8-K
pursuant to Instruction 2 to Item 1.05 and confirm, if true, that you determined the
incident was material to you under the standard in cases addressing materiality under the
securities laws, including TSC Industries, Inc. v. Northway, Inc. Additionally, please
clarify in future filings any known material impact(s) that are likely to continue after the
fourth quarter. In considering material impacts, please describe all material impacts. For
example, consider customer relationships, potential reputational harm, and the impact due
to exfiltrated data, whether or not from non-production systems.
FirstName LastNameKenneth D. DeGiorgio
Comapany NameFirst American Financial Corporation
January 23, 2024 Page 2
FirstName LastName
Kenneth D. DeGiorgio
First American Financial Corporation
January 23, 2024
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Cheryl Brown at 202-551-3905 or James Lopez at 202-551-3536 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance