Attached files
| file | filename |
|---|---|
| EX-32.1 - EXHIBIT 32.1 - CORELOGIC, INC. | ex32_1.htm |
| EX-23.1 - EXHIBIT 23.2 - CORELOGIC, INC. | ex23_2.htm |
| EX-31.2 - EXHIBIT 31.2 - CORELOGIC, INC. | ex31_2.htm |
| EX-32.2 - EXHIBIT 32.2 - CORELOGIC, INC. | ex32_2.htm |
| EX-99.1 - EXHIBIT 99.1 - CORELOGIC, INC. | ex99_1.htm |
| EX-31.1 - EXHIBIT 31.1 - CORELOGIC, INC. | ex31_1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 10-K/A
T ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
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 001-13585
__________________
CoreLogic, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware
|
95-1068610
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
4 First American Way, Santa Ana, California 92707-5913
(Address of principal executive offices) (Zip Code)
(714) 250-6400
Registrant’s telephone number, including area code
__________________
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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes T No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No T
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 T No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes T No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 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. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer T
|
Accelerated filer ¨
|
|
|
Non-accelerated filer ¨ (Do not check if a smaller reporting company)
|
Smaller reporting company ¨
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No T
The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2010 was $2,052,290,343.
On March 7, 2011, there were 115,652,901shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement with respect to the 2011 annual meeting of the stockholders are incorporated by reference in Part III of this report. The definitive proxy statement or an amendment to this Form 10-K will be filed no later than 120 days after the close of registrant’s fiscal year.
Explanatory Note
The sole purpose of this Amendment No. 1 on Form 10-K (the “Amendment”) to the Annual Report on Form 10-K of CoreLogic, Inc. (the “Company”) for the fiscal year ended December 31, 2010 (the “Original Report”), filed by the Company with the Securities and Exchange Commission on March 14, 2011, is to furnish the following document which was not included in the Original Report: Exhibit 99.1 – Audited Financials of RELS LLC.
Except for the foregoing amended information, this Amendment does not amend or update any other information contained in the Original Report. This Amendment continues to speak as of the filing date of the Original Report, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update any related disclosures made in the Original Report.
2
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
CORELOGIC, INC.
|
|||
|
By:
|
/s/ Anand K. Nallathambi | ||
|
Anand K. Nallathambi
|
|||
|
President and Chief Executive Officer
|
|||
|
Date: March 31, 2011
|
|||
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
Signature
|
Title
|
Date
|
|
| /s/ Anand K. Nallathambi |
President, Chief Executive Officer and Director
|
March 31, 2011
|
|
|
Anand K. Nallathambi
|
(Principal Executive Officer)
|
||
| /s/ Michael A. Rasic |
Senior Vice President, Finance and Accounting
|
March 31, 2011
|
|
|
Michael A. Rasic
|
(Principal Financial Officer)
|
||
| /s/ James L. Balas | Senior Vice President, Controller |
March 31, 2011
|
|
| James L. Balas | (Principal Accounting Officer) | ||
| * |
Executive Chairman, Director
|
March 31, 2011
|
|
|
Parker S. Kennedy
|
|||
| * |
Director
|
March 31, 2011
|
|
|
J. David Chatham
|
3
| * |
Director
|
March 31, 2011
|
|
|
Christopher V. Greetham
|
|||
| * |
Director
|
March 31, 2011
|
|
|
Thomas C. O’Brien
|
|||
| * |
Director
|
March 31, 2011
|
|
|
D. Van Skilling
|
|||
| * |
Director
|
March 31, 2011
|
|
|
Matthew B. Botein
|
|||
| * |
Director
|
March 31, 2011
|
|
|
David F. Walker
|
|||
| * |
Director
|
March 31, 2011
|
|
|
Mary Lee Widener
|
| *By: | /s/ Michael A. Rasic | |
| Michael A. Rasic, Attorney-In-Fact |
4
EXHIBIT INDEX
|
Exhibit No.
|
Description
|
|
2.1
|
Agreement and Plan of Merger, dated May 28, 2010, by and between The First American Corporation and CoreLogic, Inc. (Incorporated by reference herein from Exhibit 2.1 to the Company’s Form 8-K as filed with the SEC on June 1, 2010).
|
|
3.1
|
Amended and Restated Certificate of Incorporation of CoreLogic, Inc., dated May 28, 2010 (Incorporated by reference herein from Exhibit 3.1 to the Company’s Current Report on Form 8-K as filed with the SEC on June 1, 2010).
|
|
3.2
|
Bylaws of CoreLogic, Inc., effective June 1, 2010 (Incorporated by reference herein from Exhibit 3.2 to the Company’s Current Report on Form 8-K as filed with the SEC on June 1, 2010).
|
|
4.1
|
Specimen Certificate for shares of Common Stock of CoreLogic, Inc. (Incorporated by reference herein from Exhibit 3.3 to the Company’s Current Report on Form 8-K as filed with the SEC on June 1, 2010).
|
|
4.2
|
Junior Subordinated Indenture, dated as of April 22, 1997 (Incorporated by reference herein from Exhibit (4.2) to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1997 as filed with the SEC on August 14, 1997).
|
|
4.3
|
Supplemental Indenture to Junior Subordinated Indenture, dated as of April 30, 2010 (Incorporated by reference herein from Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 as filed with the SEC on August 9, 2010).
|
|
4.4
|
Second Supplemental Indenture to Junior Subordinated Indenture, dated as of June 1, 2010 (Incorporated by reference herein from Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 as filed with the SEC on August 9, 2010).
|
|
4.5
|
Form of New 8.50% Junior Subordinated Deferrable Interest Debenture (Incorporated by reference herein from Exhibit 4.2 of Registration Statement No. 333-35945 on Form S-4, dated September 18, 1997).
|
|
4.6
|
Certificate of Trust of First American Capital Trust I (Incorporated by reference herein from Exhibit 4.3 of Registration Statement No. 333-35945 on Form S-4, dated September 18, 1997).
|
|
4.7
|
Amended and Restated Declaration of Trust of First American Capital Trust I, dated as of April 22, 1997 (Incorporated by reference herein from Exhibit (4.3) to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1997 as filed with the SEC on August 14, 1997).
|
|
4.8
|
Form of New 8.50% Capital Security (Liquidation Amount $1,000 per Capital Security) (Incorporated by reference herein from Exhibit 4.6 of Registration Statement No. 333-35945 on Form S-4, dated September 18, 1997).
|
|
4.9
|
Form of New Guarantee Agreement (Incorporated by reference herein from Exhibit 4.7 of Registration Statement No. 333-35945 on Form S-4, dated September 18, 1997).
|
5
|
4.10
|
Senior Indenture, dated as of April 7, 1998, between The First American Financial Corporation and Wilmington Trust Company as Trustee (Incorporated by reference herein from Exhibit (4) to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1998 as filed with the SEC on August 14, 1998).
|
|
4.11
|
Form of First Supplemental Indenture (Incorporated by reference herein from Exhibit 4.2 of Registration Statement 333-116855 on Form S-3, dated June 25, 2004).
|
|
4.12
|
Second Supplemental Indenture to Senior Indenture, dated as of April 30, 2010 (Incorporated by reference herein from Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 as filed with the SEC on August 9, 2010).
|
|
4.13
|
Third Supplemental Indenture to Senior Indenture, dated as of May 10, 2010 (Incorporated by reference herein from Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 as filed with the SEC on August 9, 2010).
|
|
4.14
|
Fourth Supplemental Indenture to Senior Indenture, dated as of June 1, 2010 (Incorporated by reference herein from Exhibit 4.5 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 as filed with the SEC on August 9, 2010).
|
|
4.15
|
Form of Underwriting Agreement (Incorporated by reference herein from Exhibit 1.1 of Pre-effective Amendment No. 2 to Registration Statement No 333-116855 on Form S-3, dated July 19, 2004).
|
|
4.16
|
Form of Senior Note (Incorporated by reference herein from Exhibit 4.3 of Registration Statement 333-116855 on Form S-3, dated June 25, 2004).
|
|
10.1
|
Separation and Distribution Agreement by and between The First American Corporation and First American Financial Corporation, dated as of June 1, 2010 (Incorporated by reference herein to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on June 1, 2010).
|
|
10.2
|
Tax Sharing Agreement by and between The First American Corporation and First American Financial Corporation, dated as of June 1, 2010 (Incorporated by reference herein to Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed with the SEC on June 1, 2010).
|
|
10.3
|
Promissory Note issued by The First American Corporation to First American Financial Corporation, dated June 1, 2010 (Incorporated by reference herein to Exhibit 10.3 to the Company’s Current Report on Form 8-K as filed with the SEC on June 1, 2010).
|
|
10.4
|
Restrictive Covenants Agreement among First American Financial Corporation and The First American Corporation, dated June 1, 2010 (Incorporated by reference herein to Exhibit 10.4 to the Company’s Current Report on Form 8-K as filed with the SEC on June 1, 2010).
|
|
10.5
|
Employment Agreement by and between First Advantage Corporation and Anand Nallathambi, dated August 10, 2009 (Incorporated by reference herein from Exhibit 99(e)(8) of Solicitation/Recommendation Statement on Schedule 14D-9 of First Advantage Corporation, dated October 9, 2009).*
|
|
10.6
|
Assignment and Assumption Agreement by and between CoreLogic, Inc. and First Advantage Corporation, dated as of June 9, 2010 (Incorporated by reference herein from Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 as filed with the SEC on August 9, 2010). *
|
6
|
10.7
|
Letter Agreement by and between CoreLogic, Inc. and Mr. Nallathambi, dated June 9, 2010 (Incorporated by reference herein from Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 as filed with the SEC on August 9, 2010).*
|
|
10.8
|
Arrangement regarding Mr. Nallathambi’s Relocation Assistance Package (Incorporated by reference herein to description included in the Company’s Current Report on Form 8-K filed with the SEC on June 14, 2010).*
|
|
10.9
|
Letter Agreement among First American Financial Corporation, The First American Corporation and Parker S. Kennedy, dated May 31, 2010 (Incorporated by reference herein to Exhibit 10.5 to the Company’s Current Report on Form 8-K as filed with the SEC on June 1, 2010).*
|
|
10.10
|
Amendment to Letter Agreement among First American Financial Corporation, The First American Corporation and Parker S. Kennedy, dated October 29, 2010. *ü
|
|
10.11
|
Employment Agreement by and between The First American Corporation and Anthony S. Piszel, dated January 27, 2009 (Incorporated by reference herein from Exhibit 10(gggg) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 as filed with the SEC on March 2, 2009).*
|
|
10.12
|
Letter agreement regarding relocation arrangement with Anthony S. Piszel, dated August 25, 2009 (Incorporated by reference herein from Exhibit (10)(b) to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2009 as filed with the SEC on November 2, 2009).*
|
|
10.13
|
Employment Agreement by and between The First American Corporation and George S. Livermore, dated as of December 17, 2008 (Incorporated by reference herein from Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 as filed with the SEC on August 9, 2010).*
|
|
10.14
|
Employment Agreement by and between The First American Corporation and Barry M. Sando, dated December 17, 2008 (Incorporated by reference herein from Exhibit 10(eeee) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 as filed with the SEC on March 2, 2009).*
|
|
10.15
|
Separation Agreement and General Release between The First American Corporation and Frank V. McMahon, dated as of January 13, 2010 (Incorporated by reference herein from Exhibit (10)(gggg) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 as filed with the SEC on March 1, 2010).*
|
|
10.16
|
Consulting Agreement between The First American Corporation and Frank V. McMahon, dated as of January 13, 2010 (Incorporated by reference herein from Exhibit (10)(hhhh) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 as filed with the SEC on March 1, 2010).*
|
|
10.17
|
Form of Change in Control Agreement (Incorporated by reference herein to Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed with the SEC on June 14, 2010).*
|
|
10.18
|
Pension Restoration Plan, effective as of June 1, 2010 (Incorporated by reference herein from Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 as filed with the SEC on August 9, 2010).*
|
|
10.19
|
Executive Supplemental Benefit Plan, effective as of June 1, 2010 (Incorporated by reference herein from Exhibit 10.19 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 as filed with the SEC on August 9, 2010).*
|
|
10.20
|
Management Supplemental Benefit Plan, effective as of June 1, 2010 (Incorporated by reference herein from Exhibit 10.20 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 as filed with the SEC on August 9, 2010).*
|
7
|
10.21
|
Deferred Compensation Plan, effective as of June 1, 2010 (Incorporated by reference herein from Exhibit 10.21 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 as filed with the SEC on August 9, 2010).*
|
|
10.22
|
Amendment No. 1 to the Company’s Executive Supplemental Benefit Plan, effective as of December 31, 2010 (Incorporated by reference herein from Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on November 24, 2010).*
|
|
10.23
|
Amendment No. 2 to the Company’s Executive Supplemental Benefit Plan, dated as of January 27, 2011.* ü
|
|
10.24
|
Amendment No. 1 to the Company’s Management Supplemental Benefits Plan, effective as of December 31, 2010 (Incorporated by reference herein from Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed with the SEC on November 24, 2010). *
|
|
10.25
|
Amendment No. 2 to the Company’s Management Supplemental Benefit Plan, dated as of January 27, 2011.* ü
|
|
10.26
|
Amendment No. 1 to the Company’s Deferred Compensation Plan, effective as of December 31, 2010 (Incorporated by reference herein from Exhibit 10.3 to the Company’s Current Report on Form 8-K as filed with the SEC on November 24, 2010).*
|
|
10.27
|
Amendment No. 2 to the Company’s Deferred Compensation Plan, effective as of January 1, 2011.* ü
|
|
10.28
|
2010 Non-Employee Director Compensation summary (Incorporated by reference herein from Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 as filed with the SEC on August 9, 2010).*
|
|
10.29
|
2011 Non-Employee Director Compensation Summary.* ü
|
|
10.30
|
1997 Directors’ Stock Plan (Incorporated by reference herein from Exhibit 4.1 of Registration Statement No. 333-41993 onForm S-8, dated December 11, 1997).*
|
|
10.31
|
Amendment No. 1 to 1997 Directors’ Stock Plan, dated February 26, 1998 (Incorporated by reference herein from Exhibit (10)(m) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998 as filed with the SEC on March 22, 1999).*
|
|
10.32
|
Amendment No. 2 to 1997 Directors’ Stock Plan, dated July 7, 1998 (Incorporated by reference herein from Exhibit (10)(n) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998 as filed with the SEC on March 22, 1999).*
|
|
10.33
|
Amendment No. 3 to 1997 Directors’ Stock Plan, dated July 19, 2000 (Incorporated by reference herein from Exhibit (10)(c) to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2000 as filed with the SEC on August 11, 2000).*
|
|
10.34
|
1996 Stock Option Plan (Incorporated by reference herein from Exhibit 4 of Registration Statement No. 333-19065 on Form S-8, dated December 30, 1996).*
|
|
10.35
|
Amendment No. 1 to 1996 Stock Option Plan , dated February 26, 1998 (Incorporated by reference herein from Exhibit (10)(i) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998 as filed with the SEC on March 22, 1999).*
|
8
|
10.36
|
Amendment No. 2 to 1996 Stock Option Plan, dated June 22, 1998 (Incorporated by reference herein from Exhibit (10)(j) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998 as filed with the SEC on March 22, 1999).*
|
|
10.37
|
Amendment No. 3 to 1996 Stock Option Plan, dated July 7, 1998 (Incorporated by reference herein from Exhibit (10)(k) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998 as filed with the SEC on March 22, 1999).*
|
|
10.38
|
Amendment No. 4 to 1996 Stock Option Plan, dated April 22, 1999 (Incorporated by reference herein from Exhibit (10)(a) to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1999 as filed with the SEC on August 16, 1999).*
|
|
10.39
|
Amendment No. 5 to 1996 Stock Option Plan, dated February 29, 2000 (Incorporated by reference herein from Exhibit (10)(o) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998 as filed with the SEC on March 22, 1999).*
|
|
10.40
|
Amendment No. 6 to 1996 Stock Option Plan, dated July 19, 2000 (Incorporated by reference herein from Exhibit (10)(b) of Quarterly Report on Form 10-Q for the period ended June 30, 2000 as filed with the SEC on August 11, 2000).*
|
|
10.41
|
Amendment No. 7 to 1996 Stock Option Plan, dated June 4, 2002 (Incorporated by reference herein from Exhibit (10)(a) to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2002 as filed with the SEC on August14, 2002).*
|
|
10.42
|
The CoreLogic, Inc. 2006 Incentive Compensation Plan (formerly The First American Corporation 2006 Incentive Compensation Plan).*ü
|
|
10.43
|
Form of Notice of Restricted Stock Unit Grant (Employee) and Restricted Stock Unit Award Agreement (Employee), approved February 27, 2007 (Incorporated by reference herein from Exhibit 99.1 to the Company’s Current Report on Form 8-K as filed with the SEC on March 5, 2007).*
|
|
10.44
|
Form of Amendment to Restricted Stock Unit Award Agreement (Incorporated by reference herein from Exhibit 99.1 to the Company’s Current Report on Form 8-K as filed with the SEC on March 26, 2007).*
|
|
10.45
|
Form of Amendment to Restricted Stock Unit Award Agreement (Incorporated by reference herein from Exhibit 99.1 to the Company’s Current Report on Form 8-K as filed with the SEC on April 10, 2007).*
|
|
10.46
|
Form of Notice of Restricted Stock Unit Grant (Employee) and Restricted Stock Unit Award Agreement (Employee), approved February 26, 2008 (Incorporated by reference herein from Exhibit (10)(tt) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 as filed with the SEC on February 29, 2008).*
|
|
10.47
|
Form of Notice of Restricted Stock Unit Grant (Employee) and Restricted Stock Unit Award Agreement (Employee), approved February 10, 2009 (Incorporated by reference herein from Exhibit 10(uu) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 as filed with the SEC on March 2, 2009).*
|
|
10.48
|
Form of Notice of Restricted Stock Unit Grant (Employee) and Restricted Stock Unit Award Agreement (Employee), approved October 5, 2009 (Incorporated by reference herein from Exhibit (10)(e) to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2009 as filed with the SEC on November 2, 2009).*
|
|
10.49
|
Form of Notice of Restricted Stock Unit Grant (Employee) and Restricted Stock Unit Award Agreement (Employee), approved January 25, 2010 (Incorporated by reference herein from Exhibit 10(zz) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 as filed with the SEC on March 1, 2010).*
|
9
|
10.50
|
Form of Notice of Restricted Stock Unit Grant (Non-Employee Director) and Restricted Stock Unit Award Agreement (Non-Employee Director) (Incorporated by reference herein from Exhibit 99.1 to the Company’s Current Report on Form 8-K as filed with the SEC on March 6, 2007).*
|
|
10.51
|
Form of Notice of Restricted Stock Unit Grant (Non-Employee Director) and Restricted Stock Unit Award Agreement (Non-Employee Director) for Non-Employee Director Restricted Stock Unit Award (Incorporated by reference herein from Exhibit 10(b) to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2008 as filed with the SEC on August 8, 2008).*
|
|
10.52
|
Form of Notice of Restricted Stock Unit Grant (Non-Employee Director) and Restricted Stock Unit Award Agreement (Non-Employee Director), approved February 10, 2009 (Incorporated by reference herein from Exhibit 10(yy) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 as filed with the SEC on March 2, 2009).*
|
|
10.53
|
Form of Notice of Restricted Stock Unit Grant and Restricted Stock Unit Award Agreement (Non-Employee Director) (Incorporated by reference herein from Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 as filed with the SEC on August 9, 2010).*
|
|
10.54
|
Form of Notice of Restricted Stock Unit Grant and Restricted Stock Unit Award Agreement (Employee) (Incorporated by reference herein from Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 as filed with the SEC on August 9, 2010).*
|
|
10.55
|
Form of Notice of Restricted Stock Unit Grant and Restricted Stock Unit Award Agreement (Employee).*ü
|
|
10.56
|
Form of Notice of Performance-Based Restricted Stock Unit Grant and Performance-Based Restricted Stock Unit Award Agreement (Employee) (Incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K filed on June 1, 2010).*
|
|
10.57
|
Form of Notice of Performance-Based Restricted Stock Unit Grant and Performance-Based Restricted Stock Unit Award Agreement (Employee). *ü
|
|
10.58
|
Form of Notice of Nonqualified Stock Option Grant and Nonqualified Stock Option Grant Agreement (Employee) (Incorporated by reference to Exhibit 10.8 to the Company's Current Report on Form 8-K filed on June 1, 2010).*
|
|
10.59
|
Form of Notice of Nonqualified Stock Option Grant and Nonqualified Stock Option Grant Agreement (Employee).*ü
|
|
10.60
|
Form of Notice of Performance Unit Grant and Performance Unit Award Agreement (Incorporated by reference herein from Exhibit 99.2 to the Company’s Current Report on Form 8-K as filed with the SEC on March 26, 2007).*
|
|
10.61
|
Form of Notice of Performance Unit Grant and Performance Unit Award Agreement, approved February 26, 2008 (Incorporated by reference herein from Exhibit (10)(yy) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 as filed with the SEC on February, 29, 2008).*
|
|
10.62
|
Form of Notice of Performance Unit Grant and Performance Unit Award Agreement, approved February 10, 2009 (Incorporated by reference herein from Exhibit 10(eee) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 as filed with the SEC on March 2, 2009).*
|
|
10.63
|
Form of Notice of Performance Unit Grant and Performance Unit Award Agreement, approved January 25, 2010 (Incorporated by reference herein from Exhibit 10(mmm) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 as filed with the SEC on March 1, 2010).*
|
| 10.64 | Form of Notice of Performance Unit Grant and Performance Unit Award Agreement, approved March 1, 2011. *ü |
10
|
10.65
|
Amended and Restated Operating Agreement for First American Real Estate Solutions LLC, a California Limited Liability Company, by and among First American Real Estate Information Services, Inc. and Experian Information Solutions, Inc., et al., dated December 31, 2009 (Incorporated by reference herein from Exhibit (10)(ooo) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 as filed with the SEC on March 1, 2010).*
|
|
10.66
|
Purchase Agreement between CoreLogic, Inc. and STG-Fairway Holdings, LLC, dated as of December 22, 2010 (Incorporated by reference herein to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 29, 2010).
|
|
10.67
|
Third Amended and Restated Credit Agreement among The First American Corporation, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, dated as of April 12, 2010 (Incorporated by reference herein to Exhibit 10(c) to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2010 as filed with the SEC on May 3, 2010).
|
|
10.68
|
First Amendment to Third Amended and Restated Credit Agreement, dated as of December 3, 2010.ü
|
|
10.69
|
Reseller Services Agreement, dated as of November 30, 1997 (Incorporated by reference herein from Exhibit (10)(g) to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 1998 as filed with the SEC on May 15, 1998).
|
|
10.70
|
Amendment to Reseller Services Agreement for Resales to Consumers, dated as of November 30, 1997 (Incorporated by reference herein from Exhibit (10)(h) to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 1998 as filed with the SEC on May 15, 1998).
|
| 10.71 | Promissory Note, dated as of December 13, 2007, of First American CoreLogic Holdings, Inc. in favor of Banc of America Leasing & Capital, LLC (Incorporated by reference herein from Exhibit 99.1 to the Company’s Current Report on Form 8-K as filed with the SEC on December 18, 2007). |
|
10.72
|
Master Security Agreement, dated as of December 13, 2007, between First American CoreLogic Holdings, Inc. and Banc of America Leasing & Capital, LLC (Incorporated by reference herein from Exhibit 99.2 to the Company’s Current Report on Form 8-K as filed with the SEC on December 18, 2007).
|
|
10.73
|
Continuing Guaranty, dated as of December 13, 2007, by First American Real Estate Solutions LLC in favor of Banc of America Leasing & Capital, LLC (Incorporated by reference herein from Exhibit 99.3 to the Company’s Current Report on Form 8-K as filed with the SEC on December 18, 2007).
|
|
10.74
|
Amended and Restated Contribution and Joint Venture Agreement by and among The First American Financial Corporation and Experian Information Solutions, Inc., et al., dated December 31, 2009 (Incorporated by reference herein from Exhibit (10)(nnn) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 as filed with the SEC on March 1, 2010).
|
|
10.75
|
Termination and Release Agreement by and among the First American Corporation and Experian Information Solutions, Inc., et al., dated December 31, 2009 (Incorporated by reference herein from Exhibit (10)(rrr) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, as filed with the SEC on March 1, 2010).
|
|
14.1
|
Code of Ethics.ü
|
11
|
21.1
|
Subsidiaries of the registrant.ü
|
|
23.1
|
Consent of Independent Registered Public Accounting Firm.ü
|
| 23.2 | Consent of Independent Registered Public Accounting Firm ** |
|
Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Act of 1934, as amended.**
|
|
|
Certification by Principal Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.**
|
|
|
Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.**
|
|
|
Certification by Principal Financial Officer Pursuant to 18 U.S.C. Section 1350.**
|
|
| 99.1 | Audited Financials of RELS LLC ** |
|
ü
|
Included in previously filed original Annual Report on Form 10-K for the fiscal year ended December 31, 2010.
|
|
*
|
Indicates a management contract or compensatory plan or arrangement in which any director or named executive officer participates.
|
|
**
|
Filed herewith
|
12