<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities and Exchange Act of 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 1998
------------------------
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from _____________ to ______________
Commission file number 0-3658
A. Full title of the Plan and the address of the Plan, if different from
that of the issuer named below:
The First American Financial Corporation
401(k) Savings Plan
B. Name of issuer of the securities held pursuant to the Plan and the
address of its principal executive office:
The First American Financial Corporation
114 East Fifth Street
Santa Ana, California 92701
Page 1 of 18
<PAGE>
The First American Financial Corporation
401(k) Savings Plan
<TABLE>
<CAPTION>
Index Page
- ----- ----
<S> <C>
Consent of Independent Accountants 3
Signatures 4
Report of Independent Accountants 6
Financial Statements:
Statement of Net Assets Available for Benefits with Fund Information 7
as of December 31, 1998
Statement of Net Assets Available for Benefits with Fund Information 8
as of December 31, 1997
Statement of Changes in Net Assets Available for Benefits with Fund Information 9
for the Year Ended December 31, 1998
Statement of Changes in Net Assets Available for Benefits with Fund Information 10
for the Year Ended December 31, 1997
Notes to Financial Statements 11
Supplemental Schedules:
Line 27a - Schedule of Assets Held for Investment Purposes 16
as of December 31, 1998
Line 27d - Schedule of Reportable Transactions 17
for the Year Ended December 31, 1998
</TABLE>
Page 2 of 18
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-32871) of The First American Financial
Corporation of our report dated June 16, 1999 relating to the financial
statements of The First American Financial Corporation 401(k) Savings Plan,
which appears in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Newport Beach, California
June 22, 1999
Page 3 of 18
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Committee administering the Plan has duly caused this annual report to
be signed on its behalf by the undersigned hereunto duly authorized.
The First American Financial Corporation
401(k) Savings Plan
Date: June 30, 1999 By: /s/ Thomas A. Klemens
----------------------------------------
Page 4 of 18
<PAGE>
The First American Financial Corporation
401(k) Savings Plan
Report on Audited Financial Statements
and Supplemental Schedules
As of December 31, 1998 and 1997 and
For the Years Ended December 31, 1998 and 1997
Page 5 of 18
<PAGE>
Report of Independent Accountants
To the Participants and Administrator of
The First American Financial Corporation 401(k) Savings Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of The First American Financial Corporation 401(k) Savings Plan (the "Plan") at
December 31, 1998 and 1997, and the changes in the net assets available for
benefits for the years ended, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Plan'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.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Line 27a-
Schedule of Assets Held for Investment Purposes and Line 27d-Schedule of
Reportable Transactions are presented for the purpose of additional analysis and
are not a required part of the basic financial statements but supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The fund information in the statement of net assets available for benefits
and the statement of changes in net assets available for benefits is presented
for purposes of additional analysis rather than to present the net assets
available for benefits and changes in net assets available for benefits of each
fund. These supplemental schedules and fund information are the responsibility
of the Plan's management. The supplemental schedules and fund information have
been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Newport Beach, California
June 16, 1999
Page 6 of 18
<PAGE>
The First American Financial Corporation
401(K) Savings Plan
Statement of Net Assets Available for Benefits with Funds Information
As of December 31, 1998
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Fund Information
--------------------------------------------------------------------
Company International Small or Mid- Large Cap
Stock Stock Cap Stock Stock
Fund Fund Fund Fund
-------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Assets:
Investments, at fair value $ 49,892,695 $ 10,126,922 $ 13,206,834 $ 28,981,835
Cash 62,757 3,583 963 1,113
Receivables:
Interest - - - -
Dividends 93,244 - - -
Participant contributions 57,264 9,720 14,253 21,967
Employer contributions 3,809,737 1,208,391 1,793,420 2,928,390
-------------- --------------- --------------- ---------------
Total receivables 3,960,245 1,218,111 1,807,673 2,950,357
-------------- --------------- --------------- ---------------
Total assets 53,915,697 11,348,616 15,015,470 31,933,305
Liabilities:
Administrative expenses payable 62,724 4,562 2,974 6,527
-------------- --------------- --------------- ---------------
Total liabilities 62,724 4,562 2,974 6,527
-------------- --------------- --------------- ---------------
Net assets available for benefits $ 53,852,973 $ 11,344,054 $ 15,012,496 $ 31,926,778
============== =============== =============== ===============
<CAPTION>
--------------------------------
Money
Bond Market
Fund Fund Total
-------------- --------------- ---------------
<S> <C> <C> <C>
Assets:
Investments, at fair value $ 7,063,240 $ 10,109,284 $ 119,380,810
Cash 837 4,721 73,974
Receivables:
Interest - 40,787 40,787
Dividends 27,762 - 121,006
Participant contributions 7,298 8,789 119,291
Employer contributions 834,617 1,297,408 11,871,963
-------------- --------------- ---------------
Total receivables 869,677 1,346,984 12,153,047
-------------- --------------- ---------------
Total assets 7,933,754 11,460,989 131,607,831
Liabilities:
Administrative expenses payable 1,591 2,278 80,656
-------------- --------------- ---------------
Total liabilities 1,591 2,278 80,656
-------------- --------------- ---------------
Net assets available for benefits $ 7,932,163 $ 11,458,711 $ 131,527,175
============== =============== ================
</TABLE>
The accompanying notes are an integral part of these financial statements.
Page 7 of 18
<PAGE>
The First American Financial Corporation
401(k) Savings Plan
Statement of Net Assets Available for Benefits with Fund Information
As of December 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Fund Information
------------------------------------------------------------------------
Company International Small Cap Large Cap
Stock Stock Stock Stock Bond
Fund Fund Fund Fund Fund
------------ ------------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value $ 17,351,686 8,660,459 $ 9,376,883 $ 15,674,251 $ 4,216,550
Cash and cash equivalents 16,031 863 1,801 1,712 565
Receivables:
Participant contributions 85,685 78,842 79,256 121,296 45,133
Employer contributions 965,413 622,497 760,620 1,069,149 349,259
------------ ------------ ----------- ------------ -----------
Total receivables 1,051,098 701,339 839,876 1,190,445 394,392
------------ ------------ ----------- ------------ -----------
Total assets 18,418,815 9,362,661 10,218,560 16,866,408 4,611,507
Liabilities:
Administrative expenses payable 18,538 8,620 10,075 15,593 5,909
------------ ------------ ----------- ------------ -----------
Total liabilities 18,538 8,620 10,075 15,593 5,909
------------ ------------ ----------- ------------ -----------
Net assets available for benefits $ 18,400,277 $ 9,354,041 $10,208,485 $ 16,850,815 $ 4,605,598
============ ============ =========== ============ ===========
<CAPTION>
----------
Money
Market
Fund Total
---------- ------------
<S> <C> <C>
Assets:
Investments, at fair value $ - $ 55,279,829
Cash and cash equivalents 6,435,598 6,456,570
Receivables:
Participant contributions 62,408 472,620
Employer contributions 567,406 4,334,344
---------- ------------
Total receivables 629,814 4,806,964
---------- ------------
Total assets 7,065,412 66,543,363
Liabilities:
Administrative expenses payable 10,875 69,610
---------- ------------
Total liabilities 10,875 69,610
---------- ------------
Net assets available for benefits $7,054,537 $ 66,473,753
========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
Page 8 of 18
<PAGE>
The First American Financial Corporation
401(k) Savings Plan
<TABLE>
<CAPTION>
Statement of Changes in Net Assets Available for Benefits with Fund Information
For the Year Ended December 31, 1998
- -----------------------------------------------------------------------------------------------------------------------------------
Fund Information
---------------------------------------------------------------------------------------
Company International Small or Mid- Large Cap Money
Stock Stock Cap Stock Stock Bond Market
Fund Fund Fund Fund Fund Fund Total
----------- ------------- ----------- ----------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Net appreciation (depreciation)
in fair value of investments $20,529,788 $ (1,683,034) $(1,244,481) $ 4,361,558 $ 188,838 $ - $ 22,152,669
Interest income 464 - - - - 450,922 451,386
Dividend income 309,328 1,055,257 28,418 1,246,669 375,050 - 3,014,722
----------- ------------ ----------- ----------- ---------- ----------- ------------
Total investment income (loss) 20,839,580 (627,777) (1,216,063) 5,608,227 563,888 450,922 25,618,777
Contributions:
Participants 7,322,040 3,042,096 4,554,398 6,594,239 1,935,264 2,706,534 26,154,571
Employer 6,776,040 2,382,275 3,501,712 5,584,627 1,638,826 2,505,440 22,388,920
----------- ------------ ----------- ----------- ---------- ----------- ------------
Total contributions 14,098,080 5,424,371 8,056,110 12,178,866 3,574,090 5,211,974 48,543,491
----------- ------------ ----------- ----------- ---------- ----------- ------------
Total additions 34,937,660 4,796,594 6,840,047 17,787,093 4,137,978 5,662,896 74,162,268
----------- ------------ ----------- ----------- ---------- ----------- ------------
Deductions:
Benefits paid to participants (3,325,315) (933,437) (1,031,607) (1,812,234) (529,548) (913,707) (8,545,848)
Administrative expenses (308,545) (45,845) (50,660) (87,453) (25,728) (44,767) (562,998)
----------- ------------ ----------- ----------- ---------- ----------- ------------
Total deductions (3,633,860) (979,282) (1,082,267) (1,899,687) (555,276) (958,474) (9,108,846)
Transfers, net 4,148,896 (1,827,299) (953,769) (811,443) (256,137) (300,248) -
----------- ------------ ----------- ----------- ---------- ----------- ------------
Increase in net assets 35,452,696 1,990,013 4,804,011 15,075,963 3,326,565 4,404,174 65,053,422
----------- ------------ ----------- ----------- ---------- ----------- ------------
Net assets available for benefits:
Beginning of year 18,400,277 9,354,041 10,208,485 16,850,815 4,605,598 7,054,537 66,473,753
----------- ------------ ----------- ----------- ---------- ----------- ------------
End of year $53,852,973 $ 11,344,054 $15,012,496 $31,926,778 $7,932,163 $11,458,711 $131,527,175
=========== ============ =========== =========== ========== =========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
Page 9 of 18
<PAGE>
The First American Financial Corporation
401(k) SAvings Plan
<TABLE>
<CAPTION>
Statement of Changes in Net Assets Available for Benefits with Fund Information
For the Year Ended December 31, 1997
- --------------------------------------------------------------------------------------------------------------------------------
Fund Information
-----------------------------------------------------------------------------
Company International Small Cap Large Cap Money
Stock Stock Stock Stock Bond Market
Fund Fund Fund Fund Fund Fund Total
----------- ---------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Net appreciation (depreciation)
in fair value of investments $ 7,289,783 $ (575,905) $ 560,659 $ 2,912,615 $ 82,021 $ - $10,269,173
Interest income - - - - - 256,363 256,363
Dividend income 142,434 886,603 223,814 222,895 193,989 - 1,669,735
----------- ---------- ----------- ----------- ----------- ----------- -----------
Total investment income 7,432,217 310,698 784,473 3,135,510 276,010 256,363 12,195,271
Contributions:
Participants 4,079,046 3,354,980 3,952,482 5,264,756 1,695,627 2,407,107 20,753,998
Employer 1,388,981 921,401 1,121,989 1,550,514 542,686 911,895 6,437,466
----------- ---------- ----------- ----------- ----------- ----------- -----------
Total contributions 5,468,027 4,276,381 5,074,471 6,815,270 2,238,313 3,319,002 27,191,464
----------- ---------- ----------- ----------- ----------- ----------- -----------
Total additions 12,900,244 4,587,079 5,858,944 9,950,780 2,514,323 3,575,365 39,386,735
----------- ---------- ----------- ----------- ----------- ----------- -----------
Deductions:
Benefits paid to participants (865,651) (552,758) (591,252) (991,805) (359,893) (555,683) (3,917,042)
Administrative expenses (71,065) (32,223) (31,853) (51,680) (18,479) (31,405) (236,705)
----------- ---------- ----------- ----------- ----------- ----------- -----------
Total deductions (936,716) (584,981) (623,105) (1,043,485) (378,372) (587,088) (4,153,747)
Transfers, net 138,981 29,721 210,038 (76,652) (292,325) (9,763) -
----------- ---------- ----------- ----------- ----------- ----------- -----------
Increase in net assets 12,102,509 4,031,819 5,445,877 8,830,643 1,843,626 2,978,514 35,232,988
----------- ---------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits:
Beginning of year 6,297,768 5,322,222 4,762,608 8,020,172 2,761,972 4,076,023 31,240,765
----------- ---------- ----------- ----------- ----------- ----------- -----------
End of year $18,400,277 $9,354,041 $10,208,485 $16,850,815 $ 4,605,598 $ 7,054,537 $66,473,753
=========== ========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
Page 10 of 18
<PAGE>
The First American Financial Corporation
401(k) Savings Plan
Notes to Financial Statements
- --------------------------------------------------------------------------------
1. Description of the Plan
The following description of The First American Financial Corporation 401(k)
Savings Plan (the "Plan") provides only general information. Participants
should refer to the Plan agreement for a more complete description of the
Plan's provisions.
General
The Plan is a defined contribution profit sharing plan covering all U.S.
employees of The First American Financial Corporation (the "Company"). An
employee is eligible to participate in the Plan if the employee is at least
21 years of age and has been employed by the Company for at least 90 days.
The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
Contributions
Participants may contribute from 1% to 12% of pretax annual compensation, as
defined by the Plan. Contributions are subject to certain limitations. The
Company matches 50% of the first $500 of a participant's contribution.
Additional amounts may be contributed by the Company at the option of the
Company's Board of Directors and are based on the pretax profitability of the
Company for the year. Discretionary profit sharing contributions were
$11,827,985 and $4,324,100 for the years ended December 31, 1998 and 1997,
respectively. Participants may also contribute amounts representing
distributions from other qualified defined benefit or contribution plans.
Participant Accounts
Each participant's account is credited with the participant's contributions,
Company's contributions and Plan earnings and charged with administrative
expenses.
Vesting
Participants are immediately vested in their contributions, Company's
contributions plus actual earnings thereon.
Investment options
Upon enrollment in the Plan, a participant may direct contributions in 5%
increments in any of six investment options. A brief description of the fund
options is as follows:
Money Market Fund - This fund invests in short-term cash equivalents and
-----------------
money market investments through the First Choice Cash Reserve Fund
Institutional Class. The fund's objective is to obtain current income
while preserving capital and maintaining liquidity.
Bond Fund - This fund invests in intermediate-term U.S. government
---------
securities through the T. Rowe Price U.S. Treasury Intermediate Bond Fund.
The fund's objective is to preserve initial principal and accrued
interest, and obtain current income.
Large Cap Stock Fund - This fund invests in stocks of large U.S. companies
--------------------
through the Performance Equity Fund Institutional Class. The fund's
objective is to seek returns from capital growth and dividends of stocks
of larger U.S. companies.
Small or Mid-Cap Stock Fund - This fund primarily invests in common stock
---------------------------
and securities convertible into common stock of small or mid-sized
capitalization companies as well as similar property through the Schroder
U.S. Smaller Companies Fund. The fund's objective is to seek long-term
capital growth.
Page 11 of 18
<PAGE>
The First American Financial Corporation
401(k) Savings Plan
Notes to Financial Statements, Continued:
- --------------------------------------------------------------------------------
1. Description of the Plan, Continued:
Investment options, Continued:
International Stock Fund - This fund invests in stocks and debt
------------------------
securities of non-U.S. companies and governments through the Templeton
Foreign Fund. The fund's objective is to seek long-term capital growth
opportunities in non-U.S. stocks.
Company Stock Fund - This fund invests in shares of The First American
------------------
Financial Corporation common stock ("Company common stock") and such
other assets, awaiting investment in Company common stock, as the plan
trustee considers advisable. This is the most aggressive fund,
primarily because it is the least diversified fund.
Participants may change their investment options as of the first day of
each calendar month, depending upon the completion of a form by a specified
date.
Payment of Benefits
The Plan allows for participant withdrawals in lump sum upon retirement,
death, disability, termination or attainment of the eligible age as defined
by the Plan. Participants may also withdraw up to 70% of their account
balances, as defined by the Plan in the event of financial hardship, which
is determined pursuant to the provisions of the Internal Revenue Code
("IRC").
2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements have been prepared under the accrual
method of accounting in accordance with generally accepted accounting
principles.
Investment Valuation and Income Recognition
Investments in mutual funds and common stock are stated at quoted market
prices (except for the Money Market Fund which is recorded at amortized
cost which approximates market value). Security transactions are accounted
for on the date securities are purchased or sold (trade date). Dividend
income is recorded on the ex-dividend date. Interest income is recognized
on an accrual basis as earned. Gains or losses from securities'
transactions are computed based on average cost.
The Plan presents in the statement of changes in net assets available for
benefits the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those investments.
Payment of Benefits
Benefits are recorded when paid.
Payment of Administrative Expenses
The Company and the Plan share in the significant administrative expenses
of the Plan. During the years ended December 31, 1998 and 1997, the Company
paid $76,562 and $195,970, respectively, in administrative expenses on
behalf of the plan.
Forfeitures
Forfeited amounts are used to reduce employer contributions. There were no
forfeitures for the years ended December 31, 1998 and December 31, 1997.
Page 12 of 18
<PAGE>
The First American Financial Corporation
401(k) Savings Plan
Notes to Financial Statements, Continued:
- --------------------------------------------------------------------------------
2. Summary of Significant Accounting Policies, continued:
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts in the statement of changes
in net assets available for benefits during the reporting period. Actual
results could differ from those estimates.
Risks and Uncertainties
The Plan provides for various investment options in any combination of
stocks, mutual funds and other investment securities. Investment securities
are exposed to various risks such as interest rate, market and credit. Due
to the level of risk associated with certain investment securities and the
level of uncertainty related to changes in the value of investment
securities, it is at least reasonably possible that changes in risk in the
near term would materially affect participants' account balances and the
amounts reported in the statements of net assets available for benefits and
the statement of changes in the net assets available for benefits.
Investments
Investments as of December 31, at fair value as determined by quoted market
price, are as follows:
<TABLE>
<CAPTION>
1998 1997
---- ----
Mutual funds
------------
<S> <C> <C>
Templeton Foreign Fund $ 10,126,922 $ 8,660,459
Schroder U.S. Smaller Companies Fund 13,206,834 9,376,883
Performance Equity Fund Institutional Class 28,981,835 15,674,251
T. Rowe Price U.S. Treasury Intermediate Fund 7,063,240 4,216,550
First Choice Cash Reserve Fund Institutional Class 10,109,284 -
Common Stock
The First American Financial Corporation 49,892,695 17,351,686
------------ -----------
$119,380,810 $55,279,829
============ ===========
</TABLE>
Net appreciation in the fair value of investments for the year ended
December 31 is as follows:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Mutual funds $ 1,622,881 $ 2,979,390
Company common stock 20,529,788 7,289,783
----------- -----------
$22,152,669 $10,269,173
=========== ===========
</TABLE>
Page 13 of 18
<PAGE>
The First American Financial Corporation
401(k)Saving Plan
Notes to Financial Statements, Continued:
- --------------------------------------------------------------------------------
3. Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
the net assets of the Plan will be distributed to participants in accordance
with the provisions of ERISA.
4. Tax Status
The Internal Revenue Service has determined and informed the Company by a
letter dated February 11, 1997 that the Plan is designated in accordance with
applicable sections of the IRC and is, therefore, exempt from federal income
taxes. The Plan has been amended since receiving the determination letter.
However, the Plan administrator believes that the Plan is designed and is
currently being operated in compliance with the applicable requirements of the
IRC.
5. Information Certified by the Plan Trustee
First American Trust Company, a wholly owned subsidiary of the Company, acted
as Trustee during 1998 and 1997. The Trustee has custody and control of Plan
assets, records transactions and pays withdrawals. The Trustee has certified
as complete and accurate all financial data of the Plan. Amounts included in
these financial statements and supplemental schedules relating to investments
(including fair values and investment transaction information), accrued
interest, interest and dividend income and net appreciation (depreciation) in
the fair value of investments were derived from financial data certified by
the Trustee.
Page 14 of 18
<PAGE>
SUPPLEMENTAL SCHEDULES
Page 15 of 18
<PAGE>
The First American Financial Corporation
401(k) Savings Plan
Line 27a - Schedule of Assets Held for Investment Purposes
As of December 31, 1998
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Identity of Issue Cost Current Value
- ----------------- ---- -------------
<S> <C> <C>
The First American Financial Corporation
Common Stock $ 23,710,502 $ 49,892,695
Templeton Foreign Fund 11,880,574 10,126,922
Schroder U.S. Small Companies Fund 14,835,018 13,206,834
Performance Equity Fund Institutional Class 22,998,273 28,981,835
T. Rowe Price U.S. Treasury Intermediate
Bond Fund 6,866,051 7,063,240
First Choice Cash Reserve Fund Institutiona
Class 10,109,284 10,109,284
-------------
$ 119,380,810
=============
</TABLE>
Page 16 of 18
<PAGE>
The First American Financial Corporation
401(k) Savings Plan
Line 27d - Schedule of Reportable Transactions
For the Year Ended December 31, 1998
- -------------------------------------------------------------------------------
Transactions in excess of 5% of the current value of Plan assets at the
beginning of the year are as follows:
Series of transactions:/(1)/
<TABLE>
<CAPTION>
Total Total Total Dollar Total Dollar
Number of Number of Value of Value Of
Identity of Party Involved Purchases Sales Purchases Sales
- -------------------------- ------------- ------------- ----------------- -----------------
<S> <C> <C> <C> <C>
First American Trust Company Company Stock Fund 239 $ 17,303,324
231 $ 7,820,897
First American Trust Company International Stock Fund 267 5,296,270
208 3,225,841
First American Trust Company Small or Mid-Cap Stock Fund 272 21,656,450
232 16,633,915
First American Trust Company Large Cap Stock Fund 280 12,145,919
251 4,474,296
First American Trust Company Bond Fund 268 3,810,654
208 1,514,295
First American Trust Company Money Market Fund 301 14,444,421
231 10,758,859
<CAPTION>
Net
Gain (Loss)
-------------
<S> <C>
First American Trust Company $ 4,289,395
First American Trust Company (199,583)
First American Trust Company 529,077
First American Trust Company 820,734
First American Trust Company 53,727
First American Trust Company -
</TABLE>
/(1)/Includes single transactions
Page 17 of 18
<PAGE>
The First American Financial Corporation
401(k) Savings Plan
Line 27d - Schedule of Reportable Transactions, Continued:
For the Year Ended December 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Single transactions:
Purchase Selling Cost Of Net
Identity of Party Involved Price Price Asset Sold Gain (Loss)
------------- ------------- ------------- ------------
<S> <C> <C> <C> <C>
First American Trust Company Small Cap Stock Fund $ 13,548,442 $ 12,755,678 $ 792,764
First American Trust Company Small Cap Stock Fund $ 13,548,263
First American Trust Company Money Market Fund 8,311,025 8,311,025 -
First American Trust Company Money Market Fund 8,311,025
</TABLE>
The current value of assets purchased or sold, at the date of purchase or sale,
was equivalent to either the purchase price or sales price, respectively.
Page 18 of 18
