The First American Corporation / Annual Report 2001




notes to consolidated financial statements

 NOTE 7

Notes and Contracts Payable:

  December 31
(in thousands, except percentages) 2001   2000
4.5% senior convertible debentures, due April 2008 $ 210,000
7.55% senior debentures, due April 2028 99,522 $   99,504
Other notes and contracts payable with
    maturities through 2009, average rate of 7.0% 105,819 120,334
  $ 415,341 $ 219,838



    In April 2001, the Company sold $210.0 million of 4.5% senior convertible debentures due 2008. The debentures are convertible into common shares of the Company at $28 per share. The Company may redeem some or all of the senior convertible debentures at any time on or after April 15, 2004. The Company has also issued debt that is convertible into shares of its common stock to finance certain acquisitions. This debt, which is included in “Other notes and contracts payable,” is convertible at the option of each note holder at a conversion price of $30 per share. The balance of this convertible debt was $33.4 million and $29.8 million at December 31, 2001 and 2000, respectively.

    In October 2001, the Company entered into a credit agreement that provides for a $200.0 million line of credit. This agreement supercedes the Company’s prior credit agreements that were due to expire in July 2002. Under the terms of the credit agreement, the Company is required to maintain minimum levels of capital and earnings and meet predetermined debt-to-capitalization ratios. The line of credit remains in effect until October 2006 and was unused at December 31, 2001.

    The aggregate annual maturities for notes and contracts payable in each of the five years after December 31, 2001, are as follows:

(in thousands) Year
  2002
2003
2004
2005
2006
$ 26,589
$ 26,063
$ 19,660
$ 12,138
$  9,480



    The fair value of notes and contracts payable was $426.6 million and $223.8 million at December 31, 2001 and 2000, respectively, and was estimated based on the current rates offered to the Company for debt of the same remaining maturities. The weighted-average interest rate for the Company’s notes and contracts payable was 6.0% and 8.0% at December 31, 2001 and 2000, respectively.