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CLOSED · 03:00 ET
Market ClerkRecap
Tue Oct 27 · markets closed1 signal on Oct 26140 insider buys this week · $73.9MCIRO short report next: Oct 30The week ahead

FAF

First American Financial Corp
NYSE · FINANCIALS · TITLE INSURANCE
64.02
−0.70 −1.08%
USD · close Oct 26

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MKT CAP $6.5BP/E —DIV YIELD —FCF YIELD 12.73%REV TTM $8B +22.6%NET INCOME $745.1M +294.9%NET CASH —52W 56.85 – 79.16SEC XBRL · TTM TO Invalid Date

How FAF rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
43%
of sentences unchanged
Added
356
new sentences
Dropped
379
sentences removed
Length
−427
words, now 41,074

New in FY2025

  • The approximate number of record holders of common stock on February 9, 2026, was 1,642.
  • In January 2026, the Company’s board of directors declared a cash dividend of $0.55 per share.
  • Purchases of Equity Securities by the Issuer and Affiliated Purchasers In July 2025, the Company’s board of directors authorized the repurchase of up to $300.0 million of the Company’s issued and outstanding common stock.
  • The authorization does not have an expiration date.
  • No shares were repurchased during the quarter ended December 31, 2025.
  • As of December 31, 2025, $300.0 million remained available for repurchase under the program.
  • Unregistered Sales of Equity Securities During the year ended December 31, 2025, the Company did not issue any unregistered common stock.
  • The following graph compares the cumulative total stockholder return on the Company’s common stock with the corresponding cumulative total returns of the S&P 400 Mid Cap Index and an industry peer group for the period from December 31, 2020 through December 31, 2025.
  • The comparison assumes an investment of $100 on December 31, 2020 and reinvestment of dividends.
  • Comparison of Cumulative Total Return First American Financial Corporation (FAF) (1) Custom Peer Group (New) (1)(2) Custom Peer Group (Prior) (1)(2) S&P 400 Mid Cap Index (1) December 31, 2020 $ $ $ $ December 31, 2021 $ $ $ $ December 31, 2022 $ $ $ $ December 31, 2023 $ $ $ $ December 31, 2024 $ $ $ $ December 31, 2025 $ $ $ $ (1) As calculated by Bloomberg Financial Services including reinvestment of dividends.
  • (2) The custom peer group consists of the following companies: American Financial Group, Inc.; Assurant, Inc.; Axis Capital Holdings Limited; Cincinnati Financial Corporation; CNA Financial Corporation; Everest Group, Ltd.; Fidelity National Financial, Inc.; Genworth Financial, Inc.; The Hanover Insurance Group, Inc.; Kemper Corporation; Mercury General Corporation; Old Republic International Corp.; Selective Insurance Group, Inc.; Stewart Information Services Corporation; and W.R.
  • In 2025, the compensation committee of the Company broadened the peer group by adding CNA Financial Corporation, Selective Insurance Group, Inc., and Stewart Information Services Corporation to provide a more comprehensive view of companies with similar financial profiles.
  • The compensation committee utilizes the compensation practices of these companies as benchmarks in setting the compensation of its executive officers.
  • This Management’s Discussion and Analysis contains the financial measure adjusted debt to capitalization ratio that is not presented in accordance with generally accepted accounting principles (“GAAP”) as it excludes the effects of secured financings payable.
  • The Company also offers title insurance, closing services and similar or related products and services, either directly or through third parties in other countries, including Canada, the United Kingdom, various countries in Europe, South Korea, Australia and New Zealand. • The home warranty segment sells products including residential service contracts that cover residential systems, such as heating and air conditioning systems, and certain appliances against failures that occur as the result of normal usage during the coverage period.
  • For recent policy years at early stages of development (generally the last four to five years), IBNR is generally estimated using a combination of expected loss rate and multiplicative loss development factor calculations.
  • The Company’s management uses the IBNR point estimate from the in-house actuary’s analysis and other relevant information concerning claims, including a range of IBNR reserve estimates, to determine what it considers to be the best estimate of the total amount required for the IBNR reserve.
  • As examples, if the expected ultimate losses for each of the last six policy years increased or decreased by 50 basis points, the resulting impact on the Company’s IBNR reserve would be an increase or decrease, as the case may be, of $162.7 million, and if expected ultimate losses for those same years were to fluctuate by 100 basis points, the resulting impact would be $325.4 million.
  • A summary of the Company’s loss reserves is as follows: December 31, 2025 2024 (dollars in millions) Known title claims $ 54.6 4.7 % $ 55.3 4.6 % IBNR title claims 1,095.9 93.7 % 1,109.4 93.0 % Total title claims 1,150.5 98.4 % 1,164.7 97.6 % Non-title claims 19.1 1.6 % 28.7 2.4 % Total loss reserves $ 1,169.6 100.0 % $ 1,193.4 100.0 % Activity in the reserve for known title claims is summarized as follows: December 31, 2025 2024 2023 (in millions) Balance at beginning of year $ 55.3 $ 55.5 $ 62.1 Provision transferred from IBNR title claims related to: Current year 31.2 38.6 24.6 Prior years 148.3 166.3 138.9 179.5 204.9 163.5 Payments, net of recoveries, related to: Current year 28.0 35.2 21.9 Prior years 153.1 168.8 147.6 181.1 204.0 169.5 Other 0.9 (1.1 ) (0.6 ) Balance at end of year $ 54.6 $ 55.3 $ 55.5 Activity in the reserve for IBNR title claims is summarized as follows: December 31, 2025 2024 2023 (in millions) Balance at beginning of year $ 1,109.4 $ 1,186.5 $ 1,207.2 Provision related to: Current year 199.0 172.9 161.5 Prior years (39.8 ) (34.6 ) (21.6 ) 159.2 138.3 139.9 Provision transferred to known title claims related to: Current year 31.2 38.6 24.6 Prior years 148.3 166.3 138.9 179.5 204.9 163.5 Other 6.8 (10.5 ) 2.9 Balance at end of year $ 1,095.9 $ 1,109.4 $ 1,186.5 The provisions for title insurance losses, expressed as a percentage of title insurance premiums and escrow fees, were 3.0% for the years ended December 31, 2025 and 2024 and 3.25% for the year ended December 31, 2023.
  • The 3.0 % loss provision rate in the current year reflects an ultimate loss rate of 3.75 % for the current policy year and a reserve release of 0.75 %, or $ 39.8 million, for prior policy years, all of which are based on title insurance premiums and escrow fees for the year ended December 31, 2025.
  • The provision in 2025 related to current year increased by $26.1 million, or 15.1%, from 2024 as a result of increases in title premiums and escrow fees in 2025 from 2024.
  • For further discussion of title provision recorded in 2025, 2024 and 2023, see Results of Operations, page 38 .
  • As of December 31, 2025, the Company did not intend to sell any debt securities in an unrealized loss position and it is not more likely than not that the Company will be required to sell any debt securities before recovery of their amortized cost basis.
  • The Company’s trust and other services and corporate reporting units have no allocated goodwill and are, therefore, not assessed for impairment.
  • The Company performed qualitative assessments for both reporting units in 2025 and 2024.
  • The results of the Company’s qualitative assessments in 2025 and 2024 for both reporting units and, in 2023, for the home warranty reporting unit, supported the conclusion that the reporting unit fair values were not more likely than not less than their carrying amounts and, therefore, a quantitative impairment test was not considered necessary.
  • As a result of the Company’s annual goodwill impairment assessments, the Company did not record any goodwill impairment losses for 2025, 2024 or 2023.
  • Results of Operations Overview 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 (dollars in millions) $ Change % Change $ Change % Change Revenues by Segment Title insurance and services $ 6,977.7 $ 5,737.3 $ 5,724.8 $ 1,240.4 21.6 $ 12.5 0.2 Home warranty 442.9 425.7 417.2 17.2 4.0 8.5 2.0 Corporate and eliminations 31.6 (34.9 ) (138.5 ) 66.5 190.5 103.6 74.8 $ 7,452.2 $ 6,128.1 $ 6,003.5 $ 1,324.1 21.6 $ 124.6 2.1 A substantial portion of the revenues for the Company’s title insurance and services segment result from sales of, and refinancings of loans on, residential and commercial real estate.
  • The Company’s total revenues for 2025 were $7.5 billion, which reflected an increase of $1.3 billion, or 21.6%, when compared with $6.1 billion for 2024.
  • This increase was primarily attributable to increases in direct premiums and escrow fees of $316.7 million, or 12.9%, agent premiums of $397.5 million, or 15.5%, and information and other revenue of $127.4 million, or 13.3%.
  • The Company’s total revenues for 2025 also included $20.9 million of net investment gains compared to $401.6 million of net investment losses for the prior year.
  • The increase in direct premiums and escrow fees attributable to the title insurance and services segment for 2025 totaled $299.2 million, or 14.6%, which included increases from domestic commercial and residential refinance transactions of $241.4 million, or 31.7%, and $39.7 million, or 42.1%, respectively, in 2025 when compared to 2024.
  • Direct premiums and escrow fees from domestic residential purchase transactions decreased $21.5 million, or 2.2%, in 2025 when compared to 2024.
  • According to the Mortgage Bankers Association’s January 21, 2026 Mortgage Finance Forecast (the “MBA Forecast”), based on the total dollar value of the transactions, residential mortgage originations in the United States increased 21.6%, purchase originations increased 1.3% and refinance originations increased 99.4% in 2025, when compared to 2024.
  • This volume of domestic residential mortgage origination activity contributed to an increase in direct premiums and escrow fees for the Company’s direct title operations of 42.1% from domestic residential refinance transactions and a decrease of 2.2% from domestic residential purchase transactions in 2025, when compared to 2024.
  • During 2025, the level of domestic title orders opened per day by the Company’s direct title operations increased 11.0% when compared to 2024.
  • Also, during 2025, residential refinance opened orders per day and commercial opened orders per day increased by 47.1% and 9.5%, respectively, while residential purchase opened orders per day decreased 3.1% when compared to 2024.
  • Title Insurance and Services 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 (dollars in millions) $ Change % Change $ Change % Change Revenues Direct premiums and escrow fees $ 2,347.5 $ 2,048.3 $ 1,856.4 $ 299.2 14.6 $ 191.9 10.3 Agent premiums 2,959.4 2,561.9 2,449.3 397.5 15.5 112.6 4.6 Information and other 1,050.5 938.2 917.1 112.3 12.0 21.1 2.3 Net investment income 594.8 534.3 540.2 60.5 11.3 (5.9 ) (1.1 ) Net investment gains (losses) 25.5 (345.4 ) (38.2 ) 370.9 107.4 (307.2 ) NM 1 6,977.7 5,737.3 5,724.8 1,240.4 21.6 12.5 0.2 Expenses Personnel costs 2,131.4 1,953.2 1,876.0 178.2 9.1 77.2 4.1 Premiums retained by agents 2,374.0 2,044.6 1,952.2 329.4 16.1 92.4 4.7 Other operating expenses 1,081.7 992.5 937.7 89.2 9.0 54.8 5.8 Provision for policy losses and other claims 159.2 138.3 139.9 20.9 15.1 (1.6 ) (1.1 ) Depreciation and amortization 210.8 202.2 183.6 8.6 4.3 18.6 10.1 Premium taxes 77.0 63.7 59.1 13.3 20.9 4.6 7.8 Interest 96.2 96.6 82.3 (0.4 ) (0.4 ) 14.3 17.4 6,130.3 5,491.1 5,230.8 639.2 11.6 260.3 5.0 Income before income taxes $ 847.4 $ 246.2 $ 494.0 $ 601.2 244.2 $ (247.8 ) (50.2 ) Pretax margin 12.1 % 4.3 % 8.6 % 7.8 % 181.4 (4.3 )% (50.0 ) (1) Not meaningful Direct premiums and escrow fees increased $299.2 million, or 14.6%, in 2025 from 2024 and $191.9 million, or 10.3%, in 2024 from 2023.
  • The increases in 2025 from 2024 and 2024 from 2023 were primarily due to increases in the number of domestic title orders closed and the domestic average revenues per order.
  • The domestic average revenues per order closed were $3,961, $3,817 and $3,502 for 2025, 2024 and 2023, respectively.

and 316 more.

Gone since FY2024

  • The approximate number of record holders of common stock on February 10, 2025, was 1,762.
  • In January 2025, the Company’s board of directors declared a cash dividend of $0.54 per share.
  • Purchases of Equity Securities by the Issuer and Affiliated Purchasers Pursuant to the share repurchase program approved by the Company’s board of directors in June 2022, which program has no expiration date, the Company may repurchase up to $400.0 million of the Company’s issued and outstanding common stock.
  • The following table describes purchases by the Company under the share repurchase program that settled during each period set forth in the table.
  • Prices in column (b) include commissions.
  • Cumulatively, as of December 31, 2024, the Company had repurchased $254.6 million (including commissions) of its shares authorized under the share repurchase program and had the authority to repurchase an additional $145.4 million (including commissions) under that program.
  • Period (a) Total Number of Shares Purchased (b) Average Price Paid per Share (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (d) Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs October 1, 2024 to October 31, 2024 — $ — — $ 153,513,550 November 1, 2024 to November 30, 2024 50,230 66.16 50,230 150,190,463 December 1, 2024 to December 31, 2024 73,539 65.56 73,539 145,369,040 Total 123,769 $ 65.80 123,769 $ 145,369,040 Unregistered Sales of Equity Securities During the year ended December 31, 2024, the Company did not issue any unregistered common stock.
  • The following graph compares the cumulative total stockholder return on the Company’s common stock with the corresponding cumulative total returns of the S&P 400 Mid Cap Index and an industry peer group for the period from December 31, 2019 through December 31, 2024.
  • The comparison assumes an investment of $100 on December 31, 2019 and reinvestment of dividends.
  • Comparison of Cumulative Total Return First American Financial Corporation (FAF) (1) Custom Peer Group (1)(2) S&P 400 Mid Cap Index (1) December 31, 2019 $ $ $ December 31, 2020 $ $ $ December 31, 2021 $ $ $ December 31, 2022 $ $ $ December 31, 2023 $ $ $ December 31, 2024 $ $ $ (1) As calculated by Bloomberg Financial Services including reinvestment of dividends.
  • (2) The custom peer group consists of the following companies: American Financial Group, Inc.; Assurant, Inc.; Axis Capital Holdings Limited; Cincinnati Financial Corporation; Everest Group, Ltd.; Fidelity National Financial, Inc.; Genworth Financial, Inc.; The Hanover Insurance Group, Inc.; Kemper Corporation; Mercury General Corporation; Old Republic International Corp.; and W.R.
  • The compensation committee of the Company utilizes the compensation practices of these companies as benchmarks in setting the compensation of its executive officers.
  • This Management’s Discussion and Analysis contains the financial measure adjusted debt to capitalization ratio that is not presented in accordance with generally accepted accounting principles (“GAAP”) as it excludes the effects of secured financings payable and accumulated other comprehensive loss.
  • The Company also offers title insurance, closing services and similar or related products and services, either directly or through third parties in other countries, including Canada, the United Kingdom, South Korea, Australia, New Zealand and various other established and emerging markets. • The home warranty segment sells products including residential service contracts that cover residential systems, such as heating and air conditioning systems, and certain appliances against failures that occur as the result of normal usage during the coverage period.
  • For recent policy years at early stages of development (generally the last three years), IBNR is generally estimated using a combination of expected loss rate and multiplicative loss development factor calculations.
  • The Company’s management uses the IBNR point estimate from the in-house actuary’s analysis and other relevant information concerning claims to determine what it considers to be the best estimate of the total amount required for the IBNR reserve.
  • As examples, if the expected ultimate losses for each of the last six policy years increased or decreased by 50 basis points, the resulting impact on the Company’s IBNR reserve would be an increase or decrease, as the case may be, of $159.0 million, and if expected ultimate losses for those same years were to fluctuate by 100 basis points, the resulting impact would be $318.0 million.
  • A summary of the Company’s loss reserves is as follows: December 31, 2024 2023 (dollars in millions) Known title claims $ 55.3 4.6 % $ 55.5 4.3 % IBNR title claims 1,109.4 93.0 % 1,186.5 92.5 % Total title claims 1,164.7 97.6 % 1,242.0 96.8 % Non-title claims 28.7 2.4 % 40.4 3.2 % Total loss reserves $ 1,193.4 100.0 % $ 1,282.4 100.0 % Activity in the reserve for known title claims is summarized as follows: December 31, 2024 2023 2022 (in millions) Balance at beginning of year $ 55.5 $ 62.1 $ 66.3 Provision transferred from IBNR title claims related to: Current year 38.6 24.6 28.4 Prior years 166.3 138.9 144.0 204.9 163.5 172.4 Payments, net of recoveries, related to: Current year 35.2 21.9 25.0 Prior years 168.8 147.6 152.0 204.0 169.5 177.0 Other (1.1 ) (0.6 ) 0.4 Balance at end of year $ 55.3 $ 55.5 $ 62.1 Activity in the reserve for IBNR title claims is summarized as follows: December 31, 2024 2023 2022 (in millions) Balance at beginning of year $ 1,186.5 $ 1,207.2 $ 1,143.5 Provision related to: Current year 172.9 161.5 248.4 Prior years (34.6 ) (21.6 ) — 138.3 139.9 248.4 Provision transferred to known title claims related to: Current year 38.6 24.6 28.4 Prior years 166.3 138.9 144.0 204.9 163.5 172.4 Other (10.5 ) 2.9 (12.3 ) Balance at end of year $ 1,109.4 $ 1,186.5 $ 1,207.2 The provisions for title insurance losses, expressed as a percentage of title insurance premiums and escrow fees, were 3.0%, 3.25% and 4.0% for the years ended December 31, 2024, 2023 and 2022, respectively.
  • The 3.0 % loss provision rate in the current year reflects an ultimate loss rate of 3.75 % for the current policy year and a reserve release of 0.75 %, or $ 34.6 million and for prior policy years, all of which are based on title insurance premiums and escrow fees for the year ended December 31, 2024.
  • The provision in 2023 related to current year decreased by $86.9 million, or 35.0%, from 2022 as a result of decreases in title premiums and escrow fees in 2023 from 2022.
  • For further discussion of title provision recorded in 2024, 2023 and 2022, see Results of Operations, page 38 .
  • As of December 31, 2024, the Company did not intend to sell any debt securities in an unrealized loss position and it is not more likely than not that the Company will be required to sell any debt securities before recovery of their amortized cost basis.
  • The Company’s trust and other services reporting unit has no allocated goodwill and is, therefore, not assessed for impairment.
  • The Company performed qualitative assessments for both reporting units in 2024 and 2022.
  • The results of the Company’s qualitative assessments in 2024 and 2022 for both reporting units and, in 2023, for the home warranty reporting unit, supported the conclusion that the reporting unit fair values were not more likely than not less than their carrying amounts and, therefore, a quantitative impairment test was not considered necessary.
  • As a result of the Company’s annual goodwill impairment assessments, the Company did not record any goodwill impairment losses for 2024, 2023 or 2022.
  • Results of Operations Overview 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (dollars in millions) $ Change % Change $ Change % Change Revenues by Segment Title insurance and services $ 5,737.3 $ 5,724.8 $ 7,546.9 $ 12.5 0.2 $ (1,822.1 ) (24.1 ) Home warranty 425.7 417.2 419.0 8.5 2.0 (1.8 ) (0.4 ) Corporate and eliminations (34.9 ) (138.5 ) (360.7 ) 103.6 74.8 222.2 61.6 $ 6,128.1 $ 6,003.5 $ 7,605.2 $ 124.6 2.1 $ (1,601.7 ) (21.1 ) A substantial portion of the revenues for the Company’s title insurance and services segment result from sales of, and refinancings of loans on, residential and commercial real estate.
  • The Company’s total revenues for 2024 were $6.1 billion, which reflected an increase of $124.6 million, or 2.1%, when compared with $6.0 billion for 2023.
  • This increase was primarily attributable to increases in direct premiums and escrow fees of $193.9 million, or 8.6%, agent premiums of $112.6 million, or 4.6%, and information and other revenue of $22.3 million, or 2.4%.
  • The Company’s total revenues for 2024 also included $401.6 million of net investment losses compared to $206.4 million of net investment losses for the prior year.
  • The increase in direct premiums and escrow fees attributable to the title insurance and services segment for 2024 totaled $191.9 million, or 10.3%, which included increases from domestic residential refinance transactions, residential purchase transactions and domestic commercial transactions of $13.0 million, or 15.9%, $56.6 million, or 6.3% and $103.8 million, or 15.8%, respectively, in 2024, when compared to 2023.
  • According to the Mortgage Bankers Association’s January 19, 2025 Mortgage Finance Forecast (the “MBA Forecast”), based on the total dollar value of the transactions, residential mortgage originations in the United States increased 22.0%, purchase originations increased 4.0% and refinance originations increased 124.2% in 2024, when compared to 2023.
  • This volume of domestic residential mortgage origination activity contributed to an increase in direct premiums and escrow fees for the Company’s direct title operations of 6.3% from domestic residential purchase transactions and a decrease of 15.9% from domestic refinance transactions in 2024, when compared to 2023.
  • During 2024, the level of domestic title orders opened per day by the Company’s direct title operations were flat when compared to 2023.
  • Also, during 2024, residential refinance opened orders per day, residential purchase opened orders per day and commercial opened orders per day increased by 20.2%, 1.4%, and 2.7%, respectively, when compared to 2023.
  • During 2024, the Company initiated a strategic investment portfolio rebalancing project.
  • In connection with its rebalancing project, the Company sold certain debt securities in an unrealized loss position, which resulted in realized losses of $ 345.4 million and proceeds of $ 2.8 billion.
  • Title Insurance and Services 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (dollars in millions) $ Change % Change $ Change % Change Revenues Direct premiums and escrow fees $ 2,048.3 $ 1,856.4 $ 2,662.9 $ 191.9 10.3 $ (806.5 ) (30.3 ) Agent premiums 2,561.9 2,449.3 3,547.6 112.6 4.6 (1,098.3 ) (31.0 ) Information and other 938.2 917.1 1,127.1 21.1 2.3 (210.0 ) (18.6 ) Net investment income 534.3 540.2 359.1 (5.9 ) (1.1 ) 181.1 50.4 Net investment losses (345.4 ) (38.2 ) (149.8 ) (307.2 ) NM 1 111.6 74.5 5,737.3 5,724.8 7,546.9 12.5 0.2 (1,822.1 ) (24.1 ) Expenses Personnel costs 1,953.2 1,876.0 2,272.9 77.2 4.1 (396.9 ) (17.5 ) Premiums retained by agents 2,044.6 1,952.2 2,829.7 92.4 4.7 (877.5 ) (31.0 ) Other operating expenses 992.5 937.7 1,155.4 54.8 5.8 (217.7 ) (18.8 ) Provision for policy losses and other claims 138.3 139.9 248.4 (1.6 ) (1.1 ) (108.5 ) (43.7 ) Depreciation and amortization 202.2 183.6 162.3 18.6 10.1 21.3 13.1 Premium taxes 63.7 59.1 86.6 4.6 7.8 (27.5 ) (31.8 ) Interest 96.6 82.3 34.2 14.3 17.4 48.1 140.6 5,491.1 5,230.8 6,789.5 260.3 5.0 (1,558.7 ) (23.0 ) Income before income taxes $ 246.2 $ 494.0 $ 757.4 $ (247.8 ) (50.2 ) $ (263.4 ) (34.8 ) Pretax margin 4.3 % 8.6 % 10.0 % (4.3 )% (50.0 ) (1.4 )% (14.0 ) (1) Not meaningful Direct premiums and escrow fees increased $191.9 million, or 10.3%, in 2024 from 2023 and decreased $806.5 million, or 30.3%, in 2023 from 2022.
  • The increase in direct premiums and escrow fees in 2024 from 2023 was primarily due to increases in both domestic average revenue per order and the number of domestic title orders closed by the Company’s direct title operations.
  • The decrease in 2023 from 2022 was primarily due to a reduction in the number of domestic title orders closed by the Company’s direct title operations, partially offset by an increase in domestic average revenue per order.

and 339 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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