Indicate by check mark whether the 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 x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

~~Large accelerated filer~~ ¨ ~~Accelerated filer~~ x ~~Non-accelerated filer~~ ¨ ~~Smaller reporting company~~ ¨

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12-b). Yes ¨ No x

There were ~~11,746,391~~11,760,078 shares of outstanding Class A Common Stock of the registrant as of ~~July 25,~~October 24, 2008.

There were 47,726,521 shares of outstanding Class B Common Stock of the registrant as of ~~July 25,~~October 24, 2008.


*(in thousands, except par value)*	June 30, 2008		December 31, 2007		September 30, 2008		December 31, 2007
Assets
Current assets:
Cash and cash equivalents	$	41,588	$	76,060	$	45,490	$	76,060
Accounts receivable (less allowance for doubtful accounts of $7,622 and $7,003 in 2008 and 2007, respectively)		134,868		148,875
Accounts receivable (less allowance for doubtful accounts of $8,966 and $7,003 in 2008 and 2007, respectively)						131,341		148,875
Prepaid expenses and other current assets		11,352		10,782		10,205		10,782
Income tax receivable		6,932		—		667		—
Deferred income tax asset		17,391		26,023		21,755		26,023
Assets of discontinued operations (Note 4)		—		12,052		—		12,052
Due from affiliates		32		—

Total current assets		212,163		273,792		209,458		273,792
Property and equipment, net		83,790		76,308		83,911		76,308
Goodwill		754,913		694,519		753,135		694,519
Customer lists, net		59,805		63,483		56,652		63,483
Other intangible assets, net		20,481		23,011		18,270		23,011
Database development costs, net		11,400		11,105		11,610		11,105
Marketable equity securities		36,034		85,476		43,006		85,476
Other assets		5,398		4,239		4,756		4,239

Total assets	$	1,183,984	$	1,231,933	$	1,180,798	$	1,231,933

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	42,873	$	44,998	$	39,605	$	44,998
Accrued compensation		30,976		42,199		35,393		42,199
Accrued liabilities		11,792		12,846		12,138		12,846
Deferred income		7,475		7,948		7,011		7,948
Income tax payable		—		51,721		—		51,721
Due to affiliates		—		6,750		932		6,750
Current portion of long-term debt and capital leases		16,541		18,282		10,483		18,282
Liabilities of discontinued operations (Note 4)		—		4,989		—		4,989

Total current liabilities		109,657		189,733		105,562		189,733
Long-term debt and capital leases, net of current portion		57,139		14,404		40,014		14,404
Deferred income tax liability		70,912		90,785		74,623		90,785
Other liabilities		5,146		5,000		5,056		5,000

Total liabilities		242,854		299,922		225,255		299,922

Minority interest		50,059		48,421		49,558		48,421
Stockholders’ equity:
Preferred stock, $.001 par value; 1,000 shares authorized, no shares issued or outstanding		—		—		—		—
Class A common stock, $.001 par value; 125,000 shares authorized; 11,742 and 11,368 shares issued and outstanding as of June 30, 2008 and December 31, 2007, respectively		12		11
Class B common stock, $.001 par value; 75,000 shares authorized; 47,727 shares issued and outstanding as of June 30, 2008 and December 31, 2007		48		48
Class A common stock, $.001 par value; 125,000 shares authorized; 11,757 and 11,368 shares issued and outstanding as of September 30, 2008 and December 31, 2007, respectively						12		11
Class B common stock, $.001 par value; 75,000 shares authorized; 47,727 shares issued and outstanding as of September 30, 2008 and December 31, 2007						48		48
Additional paid-in capital		498,125		488,683		500,687		488,683
Retained earnings		381,422		355,745		394,053		355,745
Accumulated other comprehensive income		11,464		39,103		11,185		39,103

Total stockholders’ equity		891,071		883,590		905,985		883,590

Total liabilities and stockholders’ equity	$	1,183,984	$	1,231,933	$	1,180,798	$	1,231,933

The accompanying notes are an integral part of these consolidated financial statements.

Consolidated Statements of Income and Comprehensive Income ~~(Loss)~~ (Unaudited)


*(in thousands, except per share amounts)*	For the Three Months Ended June 30,						For the Six Months Ended June 30,						For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2008			2007			2008			2007			2008			2007			2008			2007
Service revenue	$	182,423		$	196,641		$	370,677		$	387,828		$	174,664		$	194,666		$	545,341		$	582,494
Reimbursed government fee revenue		13,122			13,470			27,147			27,544			13,633			13,919			40,780			41,463

Total revenue		195,545			210,111			397,824			415,372			188,297			208,585			586,121			623,957

Cost of service revenue		53,487			58,461			107,203			117,300			53,520			54,125			160,723			171,425
Government fees paid		13,122			13,470			27,147			27,544			13,633			13,919			40,780			41,463

Total cost of service		66,609			71,931			134,350			144,844			67,153			68,044			201,503			212,888

Gross margin		128,936			138,180			263,474			270,528			121,144			140,541			384,618			411,069

Salaries and benefits		62,927			62,745			129,376			133,386			59,113			64,622			188,489			198,008
Facilities and telecommunications		8,084			7,800			16,284			15,518			7,789			8,365			24,073			23,883
Other operating expenses		22,909			23,787			45,743			46,374			19,899			23,107			65,642			69,481
Depreciation and amortization		11,023			9,825			20,919			19,362			10,898			10,009			31,520			29,371
Impairment loss														1,720			204			2,017			204

Total operating expenses		104,943			104,157			212,322			214,640			99,419			106,307			311,741			320,947

Income from operations		23,993			34,023			51,152			55,888			21,725			34,234			72,877			90,122

Other (expense) income:
Interest expense		(1,075	)		(3,097	)		(1,500	)		(6,323	)		(640	)		(2,946	)		(2,140	)		(9,269	)
Interest income		172			309			591			641			155			321			746			962

Total other (expense), net		(903	)		(2,788	)		(909	)		(5,682	)		(485	)		(2,625	)		(1,394	)		(8,307	)
Equity in earnings of investee		—			670			—			1,450			—			865			—			2,315

Income from continuing operations before income taxes and minority interest		23,090			31,905			50,243			51,656			21,240			32,474			71,483			84,130
Provision for income taxes		9,676			13,241			20,650			21,279			8,932			13,479			29,582			34,758

Income from continuing operations before minority interest		13,414			18,664			29,593			30,377			12,308			18,995			41,901			49,372
Minority interest		(238	)		469			(325	)		1,029			(323	)		231			(648	)		1,260

Income from continuing operations		13,652			18,195			29,918			29,348			12,631			18,764			42,549			48,112
(Loss) income from discontinued operations, net of tax		(1,264	)		152			(4,241	)		242
Income (loss) from discontinued operations, net of tax														—			189			(4,241	)		431

Net income	$	12,388		$	18,347		$	25,677		$	29,590		$	12,631		$	18,953		$	38,308		$	48,543
Other comprehensive (loss) income, net of tax:
Other comprehensive income, net of tax:
Foreign currency translation adjustments		(670	)		1,321			2,080			1,715			(4,515	)		1,643			(2,435	)		3,358
Unrealized loss on investment		(9,230	)		—			(29,719	)		—
Unrealized gain (loss) on investment														4,174			—			(25,546	)		—

Comprehensive income (loss)	$	2,488		$	19,668		$	(1,962	)	$	31,305
Comprehensive income													$	12,290		$	20,596		$	10,327		$	51,901

Basic income per share:
Income from continuing operations	$	0.23		$	0.31		$	0.50		$	0.50		$	0.21		$	0.32		$	0.72		$	0.82
Loss from discontinued operations, net of tax		(0.02	)		—			(0.07	)		—
(Loss) income from discontinued operations, net of tax														—			—			(0.07	)		0.01

Net income	$	0.21		$	0.31		$	0.43		$	0.50		$	0.21		$	0.32		$	0.65		$	0.83

Diluted income per share:
Income from continuing operations	$	0.23		$	0.31		$	0.50		$	0.50		$	0.21		$	0.32		$	0.72		$	0.81
Loss from discontinued operations, net of tax		(0.02	)		—			(0.07	)		—
(Loss) income from discontinued operations, net of tax														—			—			(0.08	)		0.01

Net income	$	0.21		$	0.31		$	0.43		$	0.50		$	0.21		$	0.32		$	0.64		$	0.82

Weighted-average common shares outstanding:
Basic		59,435			58,954			59,297			58,665			59,478			59,064			59,358			58,799
Diluted		59,617			59,445			59,374			59,130			59,529			59,222			59,446			59,121

The accompanying notes are an integral part of these consolidated financial statements.


*(in thousands)*	Common Stock Shares	Common Stock Amount		Additional Paid- in Capital			Retained Earnings		Accumulated Other Comprehensive Income(Loss)			Total			Common Stock Shares	Common Stock Amount		Additional Paid- in Capital			Retained Earnings		Accumulated Other Comprehensive Income			Total
Balance at December 31, 2007	59,095	$	59	$	488,683		$	355,745	$	39,103		$	883,590		59,095	$	59	$	488,683		$	355,745	$	39,103		$	883,590
Net income	—		—		—			25,677		—			25,677		—		—		—			38,308		—			38,308
Class A shares issued in connection with share based compensation	374		1		4,390			—		—			4,391		389		1		4,591			—		—			4,592
Tax expense related to stock options	—		—		(204	)		—		—			(204	)	—		—		(204	)		—		—			(204	)
Share based compensation	—		—		5,281			—		—			5,281		—		—		7,642			—		—			7,642
Foreign currency translation	—		—		—			—		2,080			2,080		—		—		—			—		(2,435	)		(2,435	)
Exercise put on a warrant	—		—		(25	)		—		—			(25	)	—		—		(25	)		—		—			(25	)
Unrealized loss on investment, net of tax	—		—		—			—		(29,719	)		(29,719	)	—		—		—			—		(25,483	)		(25,483	)

Balance at June 30, 2008	59,469	$	60	$	498,125		$	381,422	$	11,464		$	891,071
Balance at September 30, 2008															59,484	$	60	$	500,687		$	394,053	$	11,185		$	905,985

The accompanying notes are an integral part of these consolidated financial statements.

For the ~~Six~~Nine Months Ended ~~June~~September 30, 2008 and 2007 (Unaudited)


*(in thousands)*	For the Six Months Ended June 30,						For the Nine Months Ended September 30,
	2008			2007			2008			2007
Cash flows from operating activities:
Net income	$	25,677		$	29,590		$	38,308		$	48,543
(Loss) income from discontinued operations		(4,241	)		242			(4,241	)		431

Income from continuing operations	$	29,918		$	29,348		$	42,549		$	48,112
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
Depreciation and amortization		20,919			19,362			31,520			29,371
Impairment loss								2,017			204
Bad debt expense		3,464			3,507			5,867			5,536
Share based compensation		4,974			8,557			7,344			10,548
Minority interests in net (loss) income		(325	)		1,029			(648	)		1,260
Equity in earnings of investee		—			(1,450	)		—			(2,315	)
Deferred income tax		7,676			6,050			4,288			6,124
Change in operating assets and liabilities, net of acquisitions:
Accounts receivable		13,603			(11,751	)		13,206			(17,314	)
Prepaid expenses and other current assets		(535	)		(1,033	)		541			33
Other assets		(116	)		(686	)		(790	)		2,183
Accounts payable		(2,322	)		(2,608	)		(5,433	)		(2,084	)
Accrued liabilities		(1,962	)		(6,577	)		(1,478	)		(6,293	)
Deferred income		(477	)		(360	)		(938	)		(325	)
Due from affiliates		(6,782	)		313			(5,825	)		(2,522	)
Net change in income tax accounts		(59,400	)		3,142			(52,452	)		2,691
Accrued compensation and other liabilities		(11,157	)		2,939			(6,739	)		13,305

Net cash (used in) provided by operating activities—continuing operations		(2,522	)		49,782
Net cash provided by operating activities—continuing operations								33,029			88,514

Net cash provided by operating activities—discontinued operations		754			1,141			754			1,490

Cash flows from investing activities:
Database development costs		(2,092	)		(1,835	)		(3,203	)		(2,699	)
Purchases of property and equipment		(17,479	)		(19,210	)		(24,337	)		(27,582	)
Cash paid for acquisitions		(59,160	)		(27,183	)		(59,199	)		(27,988	)
Cash balance of companies acquired		331			120			331			120

Net cash used in investing activities—continuing operations		(78,400	)		(48,108	)		(86,408	)		(58,149	)

Net cash provided by (used in) investing activities—discontinued operations		1,721			(908	)		1,721			(1,461	)

Cash flows from financing activities:
Proceeds from long-term debt		90,000			42,817			100,260			50,076
Repayment of long-term debt		(52,033	)		(51,707	)		(85,455	)		(83,245	)
Cash contributions from First American to Leadclick LLC		2,402			3,785			2,402			3,785
Proceeds from Class A shares issued in connection with stock option plan and employee stock purchase plan		4,365			3,067			4,566			3,479
Distribution to minority interest shareholders		(949	)		(2,120	)		(1,127	)		(3,013	)
Tax (expense) benefit related to stock options		(204	)		231			(204	)		222

Net cash provided by (used in) financing activities		43,581			(3,927	)		20,442			(28,696	)

Effect of exchange rates on cash		(146	)		(97	)		(648	)		35
Decrease in cash and cash equivalents		(35,012	)		(2,117	)
(Decrease) increase in cash and cash equivalents								(31,110	)		1,733
Cash and cash equivalents at beginning of period		76,060			31,106			76,060			31,106
Decrease (increase) in cash and cash equivalents of discontinued operations		540			(233	)
Decrease in cash and cash equivalents of discontinued operations								540			835

Cash and cash equivalents at end of period	$	41,588		$	28,756		$	45,490		$	33,674

The accompanying notes are an integral part of these consolidated financial statements.

For the ~~Six~~Nine Months Ended ~~June~~September 30, 2008 and 2007 (Unaudited)


	For the Six Months Ended June 30,				For the Nine Months Ended September 30,
	2008		2007		2008		2007
Supplemental disclosures of cash flow information:
Cash paid for interest	$	1,467	$	6,512	$	2,106	$	9,520

Cash received for income tax refunds	$	987	$	—	$	1,248	$	—

Cash paid for income taxes	$	69,125	$	12,363	$	75,661	$	26,208

Non-cash investing and financing activities:
Class A shares issued in connection with acquisitions	$	—	$	10,912	$	—	$	10,912

Notes issued in connection with acquisitions	$	3,026	$	3,432	$	3,026	$	3,432

Class A shares issued for restricted stock	$	2,767	$	5,518	$	2,788	$	5,518

Unrealized loss on investment, net of tax	$	29,719	$	—	$	25,483	$	—

The accompanying notes are an integral part of these consolidated financial statements.

First Advantage Corporation (the “Company” or “First Advantage”) is a global risk mitigation and business solutions provider and operates in six primary business segments: Lender Services, Data Services, Dealer Services, Employer Services, Multifamily Services, and Investigative and Litigation Support Services.

The First American Corporation and affiliates (“First American”) own approximately 80% of the shares of capital stock of the Company as of ~~June~~September 30, 2008. The Class B common stock owned by First American is entitled to ten votes per share on all matters presented to the stockholders for vote.

As part of the Company’s streamlining initiative, in the second quarter of 2008, First Advantage sold First Advantage Investigative Services (“FAIS”), which was included in our Investigative and Litigation Support Services segment, and Credit Management Solutions Inc. (“CMSI”), which was included in our Dealer Services segment. These businesses are presented in discontinued operations at ~~June~~September 30, 2008. The results of these businesses’ operations in the prior periods have been reclassified to conform to the 2008 classification.

In October 2007, the Company completed the sale of its US ~~Search business.~~ SEARCH.com (“US ~~SEARCH.com~~Search”). US Search was included in the Company’s Data Services segment. With the growth of First Advantage, a consumer-driven people locator service no longer ~~fits~~fit into the Company’s core business strategy. The results of this business’ prior periods operations are ~~reflected in the Company’s Consolidated Statements of Income and Comprehensive Income (Loss)~~presented as discontinued operations.

In October 2007, the Company sold 2,875,000 shares of DealerTrack Holdings, Inc. (“DealerTrack”) common stock. The sale resulted in a pretax investment gain of approximately $97.4 million or $58.4 million after tax and $0.99 per diluted share. The Company discontinued using the equity method of accounting for its remaining investment in DealerTrack. After the sale, First Advantage continues to own approximately 2,553,000 shares of DealerTrack common stock, which is approximately 6% of the outstanding shares.

On March 1, 2007, John Long submitted his resignation as the Chief Executive Officer (“CEO”) and as a director of the Company, effective as of March 30, 2007. In connection with his resignation from the Company, Mr. Long and First Advantage entered into a Transition Agreement dated as of March 2, 2007. The Transition Agreement provides that Mr. Long will receive cash severance of $4.4 million; $2.2 million was paid in March 2007 with the remaining payment of $2.2 million paid in March 2008. In addition, Mr. Long received an acceleration of his unvested options and two restricted stock awards, effective March 30, 2007. An additional restricted

stock award made to Mr. Long will vest during the term of restrictive covenants set forth in the Transition Agreement. Restricted stock units, previously granted to Mr. Long, will continue to vest according to the terms of First Advantage’s 2003

Incentive Compensation Plan. Based on the recommendation of the Compensation Committee, the Transition Agreement was approved by First Advantage’s board of directors on March 1, 2007. In connection with the Transition Agreement, First Advantage recorded compensation expense of $8.0 million in the quarter ending March 31, 2007 (included in salaries and benefits in the accompanying Consolidated Statements of Income and Comprehensive ~~Income (Loss))~~Income) for the ~~six~~nine months ended ~~June~~September 30, 2007, reflecting the value of the cash severance payment of $4.4 million and the value of the previously unvested restricted stock, restricted stock units and stock options. The $8.0 million of compensation expense reduced net income for the ~~six~~nine months ended ~~June~~September 30, 2007 by $4.7 million or 8 cents per diluted share.

The consolidated financial information included in this report has been prepared in accordance with the instructions to Form 10-Q and does not include all of the information and notes required by generally accepted accounting principles (“GAAP”) for complete financial statements. In the opinion of management, all adjustments are of a normal recurring nature and are considered necessary for a fair statement of the results for the interim period. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by ~~generally accepted accounting principles.~~GAAP. This report should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Securities and Exchange Commission.

Recent market conditions and economic events have had an overall negative impact on the Company’s operations and related financial results. As a result of acquisitions, the Company has goodwill of approximately $753.1 million at September 30, 2008. In accordance with SFAS No. 142 “Goodwill and other Intangible Assets” and consistent with prior years, the Company’s policy is to perform an annual impairment test for each reporting unit in the fourth quarter. The valuation of goodwill requires assumptions and estimates of many critical factors including revenue growth, cash flows, market multiples and discount rates. Forecasts of future operations are based, in part, on operating results and management’s expectations as to future market conditions. Many of the factors used in assessing fair value are outside the control of management including future economic and market conditions. If the fair value of a reporting unit exceeds its carrying value, then its goodwill is not considered impaired. In the event that the carrying value of a reporting unit exceeds its fair value, then further testing must be performed to determine if the carrying value of goodwill exceeds the fair value of goodwill. Due to significant volatility in the current markets, the Company’s operations may be negatively impacted in the future to the extent that exposure to impairment charges may be increased.

First Advantage completed one acquisition during the ~~six~~nine months ended ~~June~~September 30, 2008. The Company’s operating results for the three and ~~six~~nine months ended ~~June~~September 30, 2008 include results for the acquired entity from the date of acquisition.

Operating results for the three and ~~six~~nine months ended ~~June~~September 30, 2008 and 2007 are not necessarily indicative of the results that may be expected for the entire fiscal year.

As of ~~June~~September 30, 2008, the Company’s significant accounting polices and estimates, which are detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, have not changed from December 31, 2007, except for the adoption of Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements,” and SFAS ~~159,~~No.159, “The Fair Value Option for Financial Assets and ~~Liabilities.”~~

In February 2007, the Financial Accounting Standards Board (“FASB”) issued ~~Statement of Financial Accounting Standards No.~~SFAS 159 “The Fair Value Option for Financial Assets and ~~Liabilities” (“SFAS 159”).~~Liabilities.” SFAS 159 allows companies to report selected financial assets and liabilities at fair value at their discretion. SFAS 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. SFAS 159 iswas effective at the beginning of a company’s first fiscal year after November 15, 2007. The Company adopted SFAS 159 on January 1, 2008. The Company did not apply the fair value option and, therefore, SFAS 159 does not have an impact on our Consolidated Financial Statements.

In September 2006, the FASB issued SFAS No. 157 “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value within ~~generally accepted accounting principles,~~GAAP, and expands disclosure requirements regarding fair value measurements. The Company has adopted FASB Staff Position 157-2, “Effective Date of FASB Statement No. 157,” (“FSP 157-2”), issued February 2008, and as a result the Company has partially applied the provisions of SFAS 157 as of January 1, 2008, which had no material effect on its consolidated financial statements. FSP 157-2 delays the effective date of SFAS 157 for non-financial assets and liabilities until January 1, 2009, except for those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).

SFAS 157 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. SFAS 157 also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:

Level 1 – quoted prices in active markets for identical assets or liabilities;

Level 2 – quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability; or

Level 3 – unobservable inputs, such as discounted cash flow models or valuations.

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. At ~~June~~September 30, 2008, the Company’s marketable equity securities, ~~$36.0~~$43.0 million, are valued using quoted market prices multiplied by the number of shares owned (Level 1). For additional information about our marketable equity securities, refer to Note 8 of the Notes to Consolidated Financial Statements in our Form 10-K.

In December 2007, the FASB issued ~~Statement of Financial Accounting Standards~~SFAS No. 141 (revised 2007) “Business Combinations” (“SFAS 141(R)”). This replaces SFAS 141, “Business Combinations,” and requires an acquirer to recognize the assets acquired, the liabilities assumed, including those arising from contractual contingencies, any contingent consideration, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the statement. SFAS 141(R) also requires the acquirer in a business combination achieved in stages (sometimes referred to as a step acquisition) to recognize the identifiable assets and liabilities, as well as the noncontrolling interest in the acquiree, at the full amounts of their fair values (or other amounts determined in accordance with SFAS 141(R)). In addition, SFAS 141(R)’s requirement to measure the noncontrolling interest in the acquiree at fair value will result in recognizing the goodwill attributable to the noncontrolling interest in addition to that attributable to the acquirer. SFAS 141(R) amends SFAS 109, “Accounting for Income Taxes,” to require the acquirer to recognize changes in the amount of its deferred tax benefits that are recognizable because of a business combination either in income from continuing operations in the period of the combination or directly in contributed capital, depending on the circumstances. SFAS 141(R) is effective at the beginning of a company’s first fiscal year after December 15, 2008. The Company is currently evaluating the effects of adoption on its consolidated financial statements and the impact, if any, is not known at this time.

In December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements” (“SFAS 160”). SFAS 160 amends Accounting Research Bulletin 51, “Consolidated Financial Statements,” to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It also clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS 160 also changes the way the consolidated income statement is presented by requiring consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. SFAS 160 is effective at the beginning of a company’s first fiscal year after December 15, 2008. The Company is currently evaluating the effects of adoption on its consolidated financial statements and the impact, if any, is not known at this time.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”). This statement identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in accordance with ~~generally accepted accounting principles (“GAAP”).~~GAAP. With the issuance of this statement, the FASB concluded that the GAAP hierarchy should be directed toward the entity and not its auditor, and reside in the accounting literature established by the FASB as opposed to the American Institute of Certified Public Accountants ~~(“AICPA”)~~ Statement on Auditing Standards No. 69, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” This statement is effective 60 days following the Securities and Exchange Commission’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” We have evaluated the new statement and have determined that it will not have a significant impact on the determination or reporting of our financial results.

During the ~~six~~nine months ended ~~June~~September 30, 2008, the Company completed one acquisition for approximately $16.3 million in cash. In addition, the Company paid consideration of approximately $42.9 million in cash and approximately $3.0 million in debt related to earnout provisions from prior year acquisitions and an additional purchase of a portion of minority interests in LeadClick Media Inc.

The ~~preliminary~~ allocation of the aggregate purchase price of this acquisition and the earnouts are as follows:


*(in thousands)*
Goodwill	$	59,013	$	59,053
Identifiable intangible assets		2,308		2,308
Net assets acquired		865		864

	$	62,186	$	62,225

The changes in the carrying amount of goodwill, by operating segment, are as follows for the ~~six~~nine months ended ~~June~~September 30, 2008:


*(in thousands)*	Balance at December 31, 2007		Acquisitions and Earnouts		Adjustments to net assets acquired			Balance at June 30, 2008		Balance at December 31, 2007		Acquisitions and Earnouts		Adjustments to net assets acquired			Balance at September 30, 2008
Lender Services	$	51,088	$	894	$	(545	)	$	51,437	$	51,088	$	894	$	(545	)	$	51,437
Data Services		230,115		8,008		510			238,633		230,115		8,008		510			238,633
Dealer Services		55,155		—		515			55,670		55,155		—		515			55,670
Employer Services		245,316		30,215		1,046			276,577		245,316		30,215		(826	)		274,705
Multifamily Services		49,100		—		—			49,100		49,100		—		74			49,174
Investigative and Litigation Support Services		63,745		19,896		(145	)		83,496		63,745		19,936		(165	)		83,516

Consolidated	$	694,519	$	59,013	$	1,381		$	754,913	$	694,519	$	59,053	$	(437	)	$	753,135

The adjustments to net assets acquired represent post acquisition adjustments for those companies not acquired in the period.

As discussed in Note 1, in October 2007, the Company completed the sale of its consumer business, US SEARCH.com for approximately $26.5 million in cash resulting in a gain before income taxes of approximately $20.4 million. US SEARCH.com was included in the Company’s Data Services segment. With the growth of First Advantage, a consumer-driven people locator service no longer fits into the Company’s core business strategy. The results of this business’ prior periods operations are reflected in the Company’s Consolidated Statements of Income and Comprehensive Income (Loss) as ~~discontinued operations.~~

As part of the Company’s streamlining initiative, First Advantage sold FAIS in April 2008, which was included in our Investigative and Litigation Support Services segment, and sold CMSI in June 2008, which was included in our Dealer Services segment. These businesses are presented in discontinued operations at ~~June~~September 30, 2008. The results of these businesses’ operations in the prior periods have been reclassified to conform to the 2008 classification.

~~The following amounts have been segregated from continuing operations and are reflected as discontinued operations for the three and six months ended June 30, 2008 and 2007.~~

During 2008, the Company recorded a pre-tax charge of approximately $5.5 million, or $3.3 million after income taxes, in discontinued operations to reduce the carrying value of goodwill and other assets related to these businesses in order to reflect the net proceeds realized from selling these two businesses.

In October 2007, the Company completed the sale of its consumer business, US Search. US Search was included in the Company’s Data Services segment. With the growth of First Advantage, a consumer-driven people locator service no longer fit into the Company’s core business strategy. The results of this business’ prior periods operations are presented as discontinued operations.

The following amounts have been segregated from continuing operations and are reflected as discontinued operations for the three and nine months ended September 30, 2008 and 2007.

At December 31, 2007, the Company classified certain assets and liabilities associated with the discontinued operations as assets of discontinued operations and liabilities of discontinued operations in the Consolidated Balance ~~Sheets~~Sheet in accordance with the guidance in the SFAS ~~144.~~No. 144 “Accounting for the Impairment or Disposal of Long Lived Assets.”

In accordance with SFAS 142, “Goodwill and Other Intangible Assets,” the Company will complete the goodwill impairment test for all reporting units in the fourth quarter of 2008 (using the September 30 valuation date). As of June 30, 2008, no impairment triggers have been identified. With the decline in the housing market,

challenging credit environment, increased unemployment and uncertain economic conditions, the Company will continue to monitor events and circumstances that may cause an impairment assessment, specifically in our data services (specialty credit and lead generation), and employer services reporting units.

Goodwill and other identifiable intangible assets as of ~~June~~September 30, 2008 and December 31, 2007 are as follows:


*(in thousands)*	June 30, 2008			December 31, 2007			September 30, 2008			December 31, 2007
Goodwill	$	754,913		$	694,519		$	753,135		$	694,519

Customer lists	$	95,777		$	93,712		$	95,697		$	93,712
Less impairment loss								(461	)		—
Less accumulated amortization		(35,972	)		(30,229	)		(38,584	)		(30,229	)

Customer lists, net	$	59,805		$	63,483		$	56,652		$	63,483

Other intangible assets:
Other identifiable intangible assets:
Noncompete agreements	$	11,907		$	14,717		$	11,858		$	14,717
Trade names		21,631			21,620			21,631			21,620

		33,538			36,337			33,489			36,337
Less impairment loss								(1,120	)		—
Less accumulated amortization		(13,057	)		(13,326	)		(14,099	)		(13,326	)

Other intangible assets, net	$	20,481		$	23,011
Other identifiable intangible assets, net							$	18,270		$	23,011

Amortization of customer lists and other identifiable intangible assets totaled approximately ~~$4.4~~$5.3 million and ~~$4.1~~$4.0 million for the three months ended ~~June~~September 30, 2008 and 2007, respectively, and ~~$8.5~~$13.8 million and ~~$8.1~~$12.0 million for the ~~six~~nine months ended ~~June~~September 30, 2008 and 2007, respectively.

An impairment loss of $1.3 million was recorded for the three and nine months ended September 30, 2008 in the Dealer Services segment. The charge is related to the write-off of the net book value of the automotive lead generation business’ identifiable intangible assets and customer list. The impairment loss was incurred due to the challenging credit market and the negative impact to the automotive lead generation business.

Estimated amortization expense relating to identifiable intangible asset balances as of ~~June~~September 30, 2008, is expected to be as follows over the next five years and thereafter:

The changes in the carrying amount of identifiable intangible assets are as follows for the ~~six~~nine months ended ~~June~~September 30, 2008:


*(in thousands)*	Other Intangible Assets			Customer Lists			Other Intangible Assets			Customer Lists
Balance, at December 31, 2007	$	23,011		$	63,483		$	23,011		$	63,483
Acquisitions		226			2,082			226			2,082
Adjustments		10			(11	)		1			34
Amortization		(2,766	)		(5,749	)		(3,848	)		(8,486	)
Impairment loss								(1,120	)		(461	)

Balance, at June 30, 2008	$	20,481		$	59,805
Balance, at September 30, 2008							$	18,270		$	56,652

Long-term debt and capital leases consists of the following at ~~June~~September 30, 2008:


*(in thousands, except percentages)*
Acquisition notes:
Weighted average interest rate of 5.00% with maturities through 2011	$	27,676	$	19,299
Bank notes:
$225 million Secured Credit Facility, interest at 30-day LIBOR plus 1.25% (3.77% at June 30, 2008) matures September 2010		45,000
$225 million Secured Credit Facility, interest at 30-day LIBOR plus 1.25% (4.05% at September 30, 2008) matures September 2010				30,000
Capital leases and other debt:
Various interest rates with maturities through 2011		1,004
Various interest rates with maturities through 2010				1,198

Total long-term debt and capital leases	$	73,680	$	50,497
Less current portion of long-term debt and capital leases		16,541		10,483

Long-term debt and capital leases, net of current portion	$	57,139	$	40,014

At ~~June~~September 30, 2008, the Company was in compliance with the ~~financial~~ covenants of its loan agreement.

A reconciliation of earnings per share and weighted-average shares outstanding is as follows:


*(in thousands, except per share amounts)*	Three Months Ended June 30,					Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
	2008			2007		2008			2007		2008		2007		2008			2007
Income from continuing operations	$	13,652		$	18,195	$	29,918		$	29,348	$	12,631	$	18,764	$	42,549		$	48,112
(Loss) income from discontinued operations, net of tax		(1,264	)		152		(4,241	)		242
Income (loss) from discontinued operations, net of tax												—		189		(4,241	)		431

Net Income - numerator for basic and fully diluted earnings per share	$	12,388		$	18,347	$	25,677		$	29,590	$	12,631	$	18,953	$	38,308		$	48,543

Denominator:
Weighted-average shares for basic earnings per share		59,435			58,954		59,297			58,665		59,478		59,064		59,358			58,799
Effect of restricted stock		75			124		47			123		42		59		72			74
Effect of dilutive securities - employee stock options and warrants		107			367		30			342		9		99		16			248

Denominator for diluted earnings per share		59,617			59,445		59,374			59,130		59,529		59,222		59,446			59,121

Earnings per share:
Basic
Income from continuing operations	$	0.23		$	0.31	$	0.50		$	0.50	$	0.21	$	0.32	$	0.72		$	0.82
Loss from discontinued operations, net of tax		(0.02	)		—		(0.07	)		—
(Loss) income from discontinued operations, net of tax												—		—		(0.07	)		0.01

Net income	$	0.21		$	0.31	$	0.43		$	0.50	$	0.21	$	0.32	$	0.65		$	0.83

Diluted
Income from continuing operations	$	0.23		$	0.31	$	0.50		$	0.50	$	0.21	$	0.32	$	0.72		$	0.81
Loss from discontinued operations, net of tax		(0.02	)		—		(0.07	)		—
(Loss) income from discontinued operations, net of tax												—		—		(0.08	)		0.01

Net income	$	0.21		$	0.31	$	0.43		$	0.50	$	0.21	$	0.32	$	0.64		$	0.82

For the three months ended ~~June~~September 30, 2008 and 2007, options and warrants totaling ~~3,062,601~~3,999,719 and ~~2,105,586,~~3,207,035, respectively, were excluded from the weighted average diluted shares outstanding, as they were antidilutive. For the ~~six~~nine months ended ~~June~~September 30, 2008 and 2007, options and warrants totaling ~~3,599,011~~3,895,234 and ~~1,901,776,~~2,092,430, respectively, were excluded from the weighted average diluted shares outstanding, as they were antidilutive.

In the first quarter of 2008, the Company changed from granting stock options as the primary means of share-based compensation to granting restricted stock units (“RSU”). The fair value of any RSU grant is based on the market value of the Company’s shares on the date of the grant and is recognized as compensation expense over the vesting period. RSUs generally vest over three years at a rate of 33.3% for the first two years and 33.4% for last year.


*(in thousands, except exercise prices)*	Number of Shares		Weighted Average Grant-Date Fair Value
*(in thousands, except weighted average fair value prices)*					Number of Shares		Weighted Average Grant-Date Fair Value
Nonvested restricted stock outstanding at December 31, 2007	336		$	26.10	336		$	26.10
Restricted stock granted	475		$	20.32	492		$	19.61
Restricted stock forfeited	(4	)	$	20.36	(45	)	$	21.17
Restricted stock vested	(127	)	$	25.70	(127	)	$	25.70

Nonvested restricted stock outstanding at June 30, 2008	680		$	22.17
Nonvested restricted stock outstanding at September 30, 2008					656		$	21.64

The following table illustrates the share-based compensation expense recognized for the three and ~~six~~nine months ended ~~June~~September 30, 2008 and 2007. Approximately $3.4 million of the ~~six~~nine months ended ~~June~~September 30, 2007 share-based compensation expense is related to the former CEO’s 2007 transition agreement.


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
*(in thousands)*	2008		2007		2008		2007		2008		2007		2008		2007
Stock options	$	1,326	$	2,027	$	2,700	$	4,915	$	1,165	$	1,270	$	3,875	$	6,186
Restricted stock		1,349		628		2,188		3,526		1,169		671		3,357		4,197
Employee stock purchase plan		42		40		86		116		26		49		112		165

	$	2,717	$	2,695	$	4,974	$	8,557	$	2,360	$	1,990	$	7,344	$	10,548

Stock option activity under the Company’s stock plan since December 31, 2007 is summarized as follows:


*(in thousands, except exercise prices)*	Number of Shares		Weighted Average Exercise Price		Aggregate Intrinsic Value		Number of Shares		Weighted Average Exercise Price		Aggregate Intrinsic Value
Options outstanding at December 31, 2007	4,615		$	22.60	$	247	4,615		$	22.60	$	46

Options exercised	(241	)	$	17.69		932	(223	)	$	17.72		942
Options forfeited	(89	)	$	23.93		4	(226	)	$	22.63		4

Options outstanding at June 30, 2008	4,285		$	22.84	$	184
Options outstanding at September 30, 2008							4,166		$	22.85	$	27

Options exercisable, end of the quarter	3,357		$	22.21	$	184	3,524		$	22.44	$	27

The following table summarizes information about stock options outstanding at ~~June~~September 30, 2008:

(in thousands, except for exercise prices, years and weighted average amounts)


	Options Outstanding			Options Exercisable		Options Outstanding			Options Exercisable
Range of Exercise Prices	Shares	Weighted Avg Remaining Contractual Life in Years	Weighted Average Exercise Price	Shares	Weighted Average Exercise Price	Shares	Weighted Avg Remaining Contractual Life in Years	Weighted Average Exercise Price	Shares	Weighted Average Exercise Price
$7.00 - $ 12.50	9	3.0	$11.51	9	$11.51	9	2.9	$11.15	9	$11.15
$12.51 - $ 25.00	3,068	5.0	$20.99	2,710	$20.80	2,982	4.5	$21.00	2,701	$20.79
$25.01 - $ 50.00	1,197	7.7	$27.08	627	$27.27	1,164	7.3	$27.08	803	$27.23
$50.01 - $242.25	11	2.0	$87.63	11	$87.63	11	1.8	$87.63	11	$87.63

	4,285			3,357		4,166			3,524

The Company had outstanding warrants to purchase up to 41,462 shares of its common stock at an exercise price of $12.05 per share as of ~~June~~September 30, 2008. The weighted average remaining contractual life in years for the warrants outstanding is ~~2.93.~~2.68.

The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal examinations by tax authorities for years before ~~2003,~~2005, and state and local, and non-U.S. income tax examinations by tax authorities before ~~2002.~~2004. The Internal Revenue Service is conducting an examination of First Advantage Corporation’s 2005 consolidated federal income tax return. The Company does not anticipate material adjustments as a result of this examination.

The Company adopted the provisions of FASB Interpretation No. 48 (“FIN 48”), ~~Accounting~~“Accounting for Uncertainty in Income ~~Taxes,~~Taxes”, on January 1, 2007. As a result of the implementation of FIN 48, the Company recognized approximately a $0.2 million increase in the liability for uncertain tax benefits as well as approximately $0.7 million increase in the liability for related penalties and interest, which was accounted for as a reduction to the January 1, 2007 retained earnings.

As of ~~June~~September 30, 2008, the Company has a ~~$1.9~~$4.0 million total liability recorded for unrecognized tax benefits as well as a $0.3 million total liability for income tax related interest. The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate is ~~$1.9~~$1.7 million. The majority of the unrecognized tax benefits that would affect the effective tax rate and associated interest relates to foreign operations. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company does not currently anticipate that the total amount of unrecognized tax benefits will significantly increase or decrease by the end of 2008.

The Company operates in six primary business segments: Lender Services, Data Services, Dealer Services, Employer Services, Multifamily Services, and Investigative and Litigation Support Services.

The Lender Services segment offers lenders credit reporting solutions for mortgage and home equity needs.

The Data Services segment includes business lines that provide transportation credit reporting, motor vehicle record reporting, fleet management, criminal records reselling, ~~subprime~~specialty credit reporting, consumer credit reporting services, and lead generation services. Revenue for the Data Services segment includes ~~$1.4 million and $1.3~~$1.2 million of inter-segment sales for the three months ended ~~June~~September 30, 2008 and 2007, ~~respectively,~~ and ~~$2.8~~$4.0 million and ~~$2.5~~$3.7 million of inter-segment sales for the ~~six~~nine months ended ~~June~~September 30, 2008 and 2007, respectively.

The Dealer Services business segment serves the automotive dealer marketplace by delivering consolidated consumer credit reports and automotive lead generation services.

The Employer Services segment includes employment background screening, occupational health services, tax incentive services and hiring solutions. Products and services relating to employment background screening include criminal records searches, employment and education verification, social security number verification and credit reporting. Occupational health services include drug-free workplace programs, physical examinations and employee assistance programs. Hiring solutions include applicant tracking software, recruiting services and outsourced management of payroll and human resource functions. Tax incentive services include services related to the administration of employment-based and location-based tax credit and incentive programs, ~~sales and use tax programs~~ and fleet asset management programs. Revenue for the Employer Services segment includes $0.1 million ~~and $0.2 million~~ of inter-segment sales for the three month ~~periods~~period ended ~~June~~September 30, ~~2008 and 2007, respectively.~~2007. Revenue for the Employer Services segment includes ~~$0.5~~$0.6 million and ~~$0.6~~$0.7 million of inter-segment sales for the ~~six~~nine month periods ended ~~June~~September 30, 2008 and 2007, respectively.

The Multifamily Services segment includes resident screening and software services. Resident screening services include criminal background and eviction searches, credit reporting, employment verification and lease performance and payment histories. Revenue for the Multifamily Services segment includes $0.2 million and $0.1 million of inter-segment sales for the three months ended ~~June~~September 30, 2008 and 2007, respectively. Revenue for the Multifamily Services segment includes ~~$0.4~~$0.5 million and ~~$0.3~~$0.4 million of inter-segment sales for the ~~six~~nine months ended ~~June~~September 30, 2008 and 2007, respectively.

The Investigative and Litigation Support Services segment includes all investigative services. Products and services offered by the Investigative and Litigation Support Services segment ~~includes~~include computer forensics, electronic discovery, due diligence reports and other high level investigations.

The impairment losses for the three and nine months ended September 30, 2008 and 2007 are included in the respective segment’s depreciation and amortization.

The elimination of intra-segment revenue and cost of service revenue is included in Corporate. These transactions are recorded at cost.

Service revenue for international operations included in the Employer Services segment was ~~$12.3~~$11.9 million and ~~$9.8~~$12.5 million for the three months ended ~~June~~September 30, 2008 and 2007, respectively and ~~$23.4~~$35.3 million and ~~$18.4~~$30.9 million for the ~~six~~nine months ended ~~June~~September 30, 2008 and 2007, respectively. Service revenue for international operations included in the Investigative and Litigation Support Services segment was ~~$11.7~~$7.6 million and ~~$6.0~~$14.4 million for the three months ended ~~June~~September 30, 2008 and 2007, respectively and ~~$24.6~~$32.3 million and ~~$6.1~~$20.5 million for the ~~six~~nine months ended ~~June~~September 30, 2008 and ~~2007, respectively.~~2007.

The following table sets forth segment information for the three and ~~six~~nine months ended ~~June~~September 30, 2008 and 2007.


*(in thousands)*	Service Revenue			Depreciation and Amortization		Income (Loss) From Operations			Assets		Service Revenue			Depreciation and Amortization		Income (Loss) From Operations			Assets
Three Months Ended June 30, 2008
Three Months Ended September 30, 2008
Lender Services	$	33,680		$	1,088	$	5,518		$	76,680	$	29,931		$	1,200	$	3,594		$	78,546
Data Services		27,882			2,715		5,561			323,548		31,014			2,793		5,551			323,742
Dealer Services		24,955			296		4,646			87,234		21,814			2,025		1,598			90,224
Employer Services		55,511			3,592		3,004			427,488		54,199			3,255		6,644			424,638
Multifamily Services		19,986			1,429		6,569			89,343		19,702			1,444		6,654			87,783
Investigative and Litigation Support Services		21,178			858		7,535			115,539		18,600			837		6,347			111,259
Corporate and Eliminations		(769	)		1,045		(8,840	)		64,152		(596	)		1,064		(8,663	)		64,606

Consolidated	$	182,423		$	11,023	$	23,993		$	1,183,984	$	174,664		$	12,618	$	21,725		$	1,180,798

Three Months Ended June 30, 2007
Three Months Ended September 30, 2007
Lender Services	$	43,682		$	1,686	$	11,686		$	82,424	$	35,840		$	1,699	$	6,660		$	73,388
Data Services		32,615			2,577		9,976			319,954		29,124			2,596		8,112			318,670
Dealer Services		27,489			296		3,743			108,450		26,442			242		4,344			107,575
Employer Services		57,971			2,671		6,799			366,150		59,201			2,682		6,550			372,900
Multifamily Services		19,676			1,187		5,866			84,618		19,699			1,193		6,076			84,858
Investigative and Litigation Support Services		15,752			721		5,027			94,492		24,856			721		11,663			103,486
Corporate and Eliminations		(544	)		687		(9,074	)		64,378		(496	)		1,080		(9,171	)		73,520

Consolidated (excluding Assets of Discontinued Operations)	$	196,641		$	9,825	$	34,023		$	1,120,466	$	194,666		$	10,213	$	34,234		$	1,134,397

Six Months Ended June 30, 2008
Nine Months Ended September 30, 2008
Lender Services	$	72,994		$	1,831	$	14,983		$	76,680	$	102,925		$	3,031	$	18,577		$	78,546
Data Services		56,511			5,361		11,694			323,548		87,525			8,154		17,245			323,742
Dealer Services		50,881			591		9,165			87,234		72,695			2,616		10,763			90,224
Employer Services		109,198			6,671		6,475			427,488		163,397			9,926		13,119			424,638
Multifamily Services		38,335			2,798		11,341			89,343		58,037			4,242		17,995			87,783
Investigative and Litigation Support Services		44,681			1,623		17,060			115,539		63,281			2,460		23,407			111,259
Corporate and Eliminations		(1,923	)		2,044		(19,566	)		64,152		(2,519	)		3,108		(28,229	)		64,606

Consolidated	$	370,677		$	20,919	$	51,152		$	1,183,984	$	545,341		$	33,537	$	72,877		$	1,180,798

Six Months Ended June 30, 2007
Nine Months Ended September 30, 2007
Lender Services	$	90,294		$	3,334	$	24,342		$	82,424	$	126,134		$	5,033	$	31,002		$	73,388
Data Services		66,312			5,072		20,661			319,954		95,436			7,668		28,773			318,670
Dealer Services		54,825			615		7,411			108,450		81,267			857		11,755			107,575
Employer Services		112,796			5,139		11,910			366,150		171,997			7,821		18,460			372,900
Multifamily Services		37,281			2,357		10,180			84,618		56,980			3,550		16,256			84,858
Investigative and Litigation Support Services		28,075			1,501		7,948			94,492		52,931			2,222		19,611			103,486
Corporate and Eliminations		(1,755	)		1,344		(26,564	)		64,378		(2,251	)		2,424		(35,735	)		73,520

Consolidated (excluding Assets of Discontinued Operations)	$	387,828		$	19,362	$	55,888		$	1,120,466	$	582,494		$	29,575	$	90,122		$	1,134,397

Certain statements in this quarterly report on Form 10-Q relate to future results of the Company and are considered “forward-looking statements”. These statements, which may be expressed in a variety of ways, including the use of future or present tense language, relate to among other things, sufficiency and availability of cash flows and other sources of liquidity, current levels of operations, anticipated growth, future market positions, synergies from integration, ability to execute its growth strategy, levels of capital expenditures and ability to satisfy current debt. These forward-looking statements, and others forward-looking statements contained in other public disclosures of the Company are based on assumptions that involve risks and uncertainties, and that are subject to change based on various important factors (some of which are beyond the Company’s control). Risks and uncertainties exist that may cause results to differ materially from those set forth in these forward-looking statements. Factors that could cause the anticipated results to differ from those described in the forward-looking statements include: general volatility of the capital markets and the market price of the Company’s Class A common stock; the Company’s ability to successfully raise capital; the Company’s ability to identify and complete acquisitions and to successfully integrate businesses it acquires; changes in applicable government regulations; the degree and nature of the Company’s competition; increases in the Company’s expenses; continued consolidation among the Company’s competitors and customers; unanticipated technological changes and requirements; the Company’s ability to identify suppliers of quality and cost-effective data; and other factors described in this quarterly report on Form 10-Q. In addition to the risk factors set forth above and in this quarterly report on Form 10-Q, you should carefully consider the risk factors set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, as well as the other information contained the Company’s Annual Report, as updated or modified in subsequent filings. The Company faces risks other than those listed in the Annual Report, as updated, including those that are unknown and others of which the Company may be aware but, at present, considers immaterial. Actual results may differ materially from those expressed or implied as a result of these risks and uncertainties. The forward-looking statements speak only as of the date they are made. The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.

First Advantage Corporation (Nasdaq: FADV) (“First Advantage” or the “Company”) provides global risk mitigation, screening services and credit reporting to enterprise and consumer customers. The Company operates in six primary business segments: Lender Services, Data Services, Dealer Services, Employer Services, Multifamily Services, and Investigative & Litigation Support Services. First Advantage is headquartered in Poway, California and has approximately ~~4,800~~4,400 employees in offices throughout the United States and abroad. During the ~~six~~nine months ended ~~June~~September 30, 2008, First Advantage acquired one company, which is included in the Employer Services segment.

Operating results for the three and ~~six~~nine months ended ~~June~~September 30, 2008 included total service revenue of ~~$182.4~~$174.7 million and ~~$370.7~~$545.3 million, respectively. This represents a decrease of ~~7.2%~~10.3% and ~~4.4%~~6.4% over the same periods in 2007, ~~including $5.3~~offset by $4.8 million and ~~$10.8~~$15.5 million increases in service revenue related to acquisitions. Operating income for the three and ~~six~~nine months ended ~~June~~September 30, 2008 was ~~$24.0~~$21.7 million and ~~$51.2~~$72.9 million, respectively. Operating income decreased ~~$10.0~~$12.5 million for the three months ended ~~June~~September 30, 2008 in comparison to the same period in 2007. Results of ~~operation~~operations for the three months ended ~~June~~September 30, 2008 ~~includes~~include approximately ~~$1.7~~$2.8 million ($~~1.0~~1.6 million after taxes or ~~2 cents~~$0.03 per diluted share) of costs related to the consolidation of ~~operations.~~operations, including approximately $1.3 million ($0.7 million after taxes or $0.01 per diluted share) for impairment charge related to the write-off of identifiable intangible assets in our Dealer Services segment. Operating income decreased ~~$4.7~~$17.2 million for the ~~six~~nine months ended ~~June~~September 30, 2008 in comparison to the same period in 2007. In connection with the former CEO’s Transition Agreement, First Advantage recorded compensation expense of $8.0 million in the ~~six~~nine months ended ~~June~~September 30, 2007 (included in salaries and benefits in the accompanying Consolidated Statements of Income and Comprehensive ~~Income (Loss))~~Income), reflecting the value of the cash severance payment of $4.4 million and the value of the previously unvested restricted stock, restricted stock units and stock options. The $8.0 million of compensation expense reduced net income for the ~~six~~nine months ended ~~June~~September 30, 2007 by $4.7 million or 8 cents per diluted share.

As part of the Company’s streamlining initiative, in the second quarter of 2008, First Advantage sold FAIS, which was included in our Investigative and Litigation Support Services segment, and ~~sold~~ CMSI, ~~in June 2008,~~ which was included in our Dealer Services segment. These businesses are presented in discontinued operations ~~at June~~during the nine months ended September 30, 2008. The results of these businesses’ operations in the prior periods have been reclassified to conform to the 2008 classification.

In October 2007, the Company completed the sale of its US Search business. US ~~SEARCH.com~~Search was included in the Company’s Data Services segment. With the growth of First Advantage, a consumer-driven people locator service no longer ~~fits~~fit into the Company’s core business strategy. The results of this business’ operations in the prior periods are reflected in the Company’s Consolidated Statements of Income and Comprehensive Income ~~(Loss)~~ as discontinued operations.

Recent market conditions and economic events have had an overall negative impact on the Company’s operations and related financial results. As a result of acquisitions, the Company has goodwill of approximately $753.1 million at September 30, 2008. In accordance with SFAS No. 142 “Goodwill and other Intangible Assets” and consistent with prior years, the Company’s policy is to perform an annual impairment test for each reporting unit in the fourth quarter. The valuation of goodwill requires assumptions and estimates of many critical factors including revenue growth, cash flows, market multiples and discount rates. Forecasts of future operations are based, in part, on operating resultsand management’s expectations as to future market conditions. Many of the factors used in assessing fair value are outside the control of management including future economic and market conditions. If the fair value of a reporting unit exceeds its carrying value, then its goodwill is not considered impaired. In the event that the carrying value of a reporting unit exceeds its fair value, then further testing must be performed to determine if the carrying value of goodwill exceeds the fair value of goodwill. Due to significant volatility in the current markets, the Company’s operations may be negatively impacted in the future to the extent that exposure to impairment charges may be increased.

Management expects continued weakness in the real estate and mortgage markets to continue impacting the Company’s Lender Services segment and the lead generation, transportation and specialty credit businesses in the Data Services segment. In addition, the ~~impact~~effect of the issues in the real estate and related credit markets together with the recent escalation in energy costs and other macroeconomic matters has resulted in higher unemployment rates negatively impacting the volumes in the Employer Services segment. Given this outlook, management ~~of these segments will focus~~is focusing on expense reductions, operating efficiencies, and increasing market ~~share.~~share throughout the Company.

Critical accounting policies are those policies used in the preparation of the company’s financial statements that require management to make estimates and judgments that affect the reported amounts of certain assets, liabilities, revenues, expenses and related disclosure of contingencies. A summary of these policies can be found in Management’s Discussion and Analysis in the Company’s Annual Report on Form 10-K for year ended December 31, 2007.

In December 2007, the FASB issued ~~Statement of Financial Accounting Standards No.~~SFAS 141 (revised 2007) “Business ~~Combinations” (“SFAS 141(R)~~Combinations.”). This replaces SFAS 141, “Business Combinations”, and requires an acquirer to recognize the assets acquired, the liabilities assumed, including those arising from contractual contingencies, any contingent consideration, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the statement. SFAS 141(R) also requires the acquirer in a business combination achieved in stages (sometimes referred to as a step acquisition) to recognize the identifiable assets and liabilities, as well as the noncontrolling interest in the acquiree, at the full amounts of their fair values (or other amounts determined in accordance with SFAS 141(R)). In addition, SFAS 141(R)’s requirement to measure the noncontrolling interest in the acquiree at fair value will result in recognizing the goodwill attributable to the noncontrolling interest in addition to that attributable to the acquirer. SFAS 141(R) amends SFAS 109, “Accounting for Income Taxes,” to require the acquirer to recognize changes in the amount of its deferred tax benefits that are recognizable because of a business combination either in income from continuing operations in the period of the combination or directly in contributed capital, depending on the circumstances. SFAS 141(R) is effective at the beginning of a company’s first fiscal year after December 15, 2008. The Company is currently evaluating the effects of adoption on its consolidated financial statements and the impact, if any, is not known at this time.

In December 2007, the FASB issued SFAS ~~No.~~ 160 “Noncontrolling Interests in Consolidated Financial ~~Statements” (“SFAS 160”).~~Statements.” SFAS 160 amends Accounting Research Bulletin 51, Consolidated Financial Statements, to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It also clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS 160 also changes the way the consolidated income statement is presented by requiring consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. SFAS 160 is effective at the beginning of a company’s first fiscal year after December 15, 2008. The Company is currently evaluating the effects of adoption on its consolidated financial statements and the impact, if any, is not known at this time.

In May 2008, the FASB issued SFAS ~~No.~~ 162, “The Hierarchy of Generally Accepted Accounting ~~Principles” (“SFAS 162”).~~Principles.” This statement identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in accordance with generally accepted accounting principles (“GAAP”). With the issuance of this statement, the FASB concluded that the GAAP hierarchy should be directed toward the entity and not its auditor, and reside in the accounting literature established by the FASB as opposed to the American Institute of Certified Public Accountants ~~( “AICPA” )~~ Statement on Auditing Standards No. 69, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” This statement is effective 60 days following the Securities and Exchange Commission’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” We have evaluated the new statement and have determined that it will not have a significant impact on the determination or reporting of our financial results.

The following is a summary of the operating results by the Company’s business segments for the three and ~~six~~nine months ended ~~June~~September 30, 2008 and 2007.


*(in thousands, except percentages)*
Three Months Ended June 30, 2008	Lender Services			Data Services			Dealer Services			Employer Services			Multifamily Services			Invest/Litigation Support Services			Corporate and Eliminations			Total
Three Months Ended September 30, 2008																									Lender Services			Data Services			Dealer Services			Employer Services			Multifamily Services			Invest/Litigation Support Services			Corporate and Eliminations			Total
Service revenue	$	33,680		$	27,882		$	24,955		$	55,511		$	19,986		$	21,178		$	(769	)	$	182,423		$	29,931		$	31,014		$	21,814		$	54,199		$	19,702		$	18,600		$	(596	)	$	174,664
Reimbursed government fee revenue		—			11,906			—			2,226			—			—			(1,010	)		13,122			—			11,743			—			2,828			—			—			(938	)		13,633

Total revenue		33,680			39,788			24,955			57,737			19,986			21,178			(1,779	)		195,545			29,931			42,757			21,814			57,027			19,702			18,600			(1,534	)		188,297
Cost of service revenue		12,517			9,361			14,224			16,070			1,759			440			(884	)		53,487			11,844			12,825			12,944			14,234			1,915			503			(745	)		53,520
Government fees paid		—			11,906			—			2,226			—			—			(1,010	)		13,122			—			11,743			—			2,828			—			—			(938	)		13,633

Total cost of service		12,517			21,267			14,224			18,296			1,759			440			(1,894	)		66,609			11,844			24,568			12,944			17,062			1,915			503			(1,683	)		67,153
Gross margin		21,163			18,521			10,731			39,441			18,227			20,738			115			128,936			18,087			18,189			8,870			39,965			17,787			18,097			149			121,144
Salaries and benefits		11,222			6,769			1,935			20,339			6,386			8,442			7,834			62,927			10,624			6,527			1,898			18,511			6,320			7,622			7,611			59,113
Facilities and telecommunications		1,868			799			109			2,554			896			713			1,145			8,084			1,829			856			161			2,280			836			722			1,105			7,789
Other operating expenses		1,467			2,677			3,745			9,952			2,947			3,190			(1,069	)		22,909			840			2,462			3,188			9,275			2,533			2,569			(968	)		19,899
Depreciation and amortization		1,088			2,715			296			3,592			1,429			858			1,045			11,023			1,200			2,793			2,025			3,255			1,444			837			1,064			12,618

Income (loss) from operations	$	5,518		$	5,561		$	4,646		$	3,004		$	6,569		$	7,535		$	(8,840	)	$	23,993		$	3,594		$	5,551		$	1,598		$	6,644		$	6,654		$	6,347		$	(8,663	)	$	21,725


Operating margin percentage		16.4	%		19.9	%		18.6	%		5.4	%		32.9	%		35.6	%		N/A			13.2	%		12.0	%		17.9	%		7.3	%		12.3	%		33.8	%		34.1	%		N/A			12.4	%

Three Months Ended June 30, 2007	Lender Services			Data Services			Dealer Services			Employer Services			Multifamily Services			Invest/Litigation Support Services			Corporate and Eliminations			Total
Three Months Ended September 30, 2007																									Lender Services			Data Services			Dealer Services			Employer Services			Multifamily Services			Invest/Litigation Support Services			Corporate and Eliminations			Total
Service revenue	$	43,682		$	32,615		$	27,489		$	57,971		$	19,676		$	15,752		$	(544	)	$	196,641		$	35,840		$	29,124		$	26,442		$	59,201		$	19,699		$	24,856		$	(496	)	$	194,666
Reimbursed government fee revenue		—			11,097			—			3,644			—			—			(1,271	)		13,470			—			11,218			—			3,581			—			—			(880	)		13,919

Total revenue		43,682			43,712			27,489			61,615			19,676			15,752			(1,815	)		210,111			35,840			40,342			26,442			62,782			19,699			24,856			(1,376	)		208,585
Cost of service revenue		14,244			9,765			16,126			16,366			1,890			551			(481	)		58,461			11,979			8,671			15,122			16,607			1,906			639			(799	)		54,125
Government fees paid		—			11,097			—			3,644			—			—			(1,271	)		13,470			—			11,218			—			3,581			—			—			(880	)		13,919

Total cost of service		14,244			20,862			16,126			20,010			1,890			551			(1,752	)		71,931			11,979			19,889			15,122			20,188			1,906			639			(1,679	)		68,044
Gross margin		29,438			22,850			11,363			41,605			17,786			15,201			(63	)		138,180			23,861			20,453			11,320			42,594			17,793			24,217			303			140,541
Salaries and benefits		12,459			5,771			2,334			21,352			6,721			6,976			7,132			62,745			11,697			5,720			2,173			22,156			6,757			9,001			7,118			64,622
Facilities and telecommunications		1,870			777			214			2,412			982			545			1,000			7,800			1,926			823			122			2,858			914			659			1,063			8,365
Other operating expenses		1,737			3,749			4,776			8,371			3,030			1,932			192			23,787			1,879			3,202			4,439			8,348			2,853			2,173			213			23,107
Depreciation and amortization		1,686			2,577			296			2,671			1,187			721			687			9,825			1,699			2,596			242			2,682			1,193			721			1,080			10,213

Income (loss) from operations	$	11,686		$	9,976		$	3,743		$	6,799		$	5,866		$	5,027		$	(9,074	)	$	34,023		$	6,660		$	8,112		$	4,344		$	6,550		$	6,076		$	11,663		$	(9,171	)	$	34,234


Operating margin percentage		26.8	%		30.6	%		13.6	%		11.7	%		29.8	%		31.9	%		N/A			17.3	%		18.6	%		27.9	%		16.4	%		11.1	%		30.8	%		46.9	%		N/A			17.6	%


Six Months Ended June 30, 2008	Lender Services			Data Services			Dealer Services			Employer Services			Multifamily Services			Invest/Litigation Support Services			Corporate and Eliminations			Total
Nine Months Ended September 30, 2008																									Lender Services			Data Services			Dealer Services			Employer Services			Multifamily Services			Invest/Litigation Support Services			Corporate and Eliminations			Total
Service revenue	$	72,994		$	56,511		$	50,881		$	109,198		$	38,335		$	44,681		$	(1,923	)	$	370,677		$	102,925		$	87,525		$	72,695		$	163,397		$	58,037		$	63,281		$	(2,519	)	$	545,341
Reimbursed government fee revenue		—			24,215			—			5,031			—			—			(2,099	)		27,147			—			35,958			—			7,859			—			—			(3,037	)		40,780

Total revenue		72,994			80,726			50,881			114,229			38,335			44,681			(4,022	)		397,824			102,925			123,483			72,695			171,256			58,037			63,281			(5,556	)		586,121
Cost of service revenue		26,196			18,692			29,092			30,807			3,314			1,021			(1,919	)		107,203			38,040			31,517			42,036			45,041			5,229			1,524			(2,664	)		160,723
Government fees paid		—			24,215			—			5,031			—			—			(2,099	)		27,147			—			35,958			—			7,859			—			—			(3,037	)		40,780

Total cost of service		26,196			42,907			29,092			35,838			3,314			1,021			(4,018	)		134,350			38,040			67,475			42,036			52,900			5,229			1,524			(5,701	)		201,503
Gross margin		46,798			37,819			21,789			78,391			35,021			43,660			(4	)		263,474			64,885			56,008			30,659			118,356			52,808			61,757			145			384,618
Salaries and benefits		23,061			13,587			4,181			40,571			13,638			17,695			16,643			129,376			33,685			20,114			6,079			59,082			19,958			25,317			24,254			188,489
Facilities and telecommunications		3,822			1,577			221			5,050			1,830			1,495			2,289			16,284			5,651			2,433			382			7,330			2,666			2,217			3,394			24,073
Other operating expenses		3,101			5,600			7,631			19,624			5,414			5,787			(1,414	)		45,743			3,941			8,062			10,819			28,899			7,947			8,356			(2,382	)		65,642
Depreciation and amortization		1,831			5,361			591			6,671			2,798			1,623			2,044			20,919			3,031			8,154			2,616			9,926			4,242			2,460			3,108			33,537

Income (loss) from operations	$	14,983		$	11,694		$	9,165		$	6,475		$	11,341		$	17,060		$	(19,566	)	$	51,152		$	18,577		$	17,245		$	10,763		$	13,119		$	17,995		$	23,407		$	(28,229	)	$	72,877


Operating margin percentage		20.5	%		20.7	%		18.0	%		5.9	%		29.6	%		38.2	%		N/A			13.8	%		18.0	%		19.7	%		14.8	%		8.0	%		31.0	%		37.0	%		N/A			13.4	%

Six Months Ended June 30, 2007	Lender Services			Data Services			Dealer Services			Employer Services			Multifamily Services			Invest/Litigation Support Services			Corporate and Eliminations			Total
Nine Months Ended September 30, 2007																									Lender Services			Data Services			Dealer Services			Employer Services			Multifamily Services			Invest/Litigation Support Services			Corporate and Eliminations			Total
Service revenue	$	90,294		$	66,312		$	54,825		$	112,796		$	37,281		$	28,075		$	(1,755	)	$	387,828		$	126,134		$	95,436		$	81,267		$	171,997		$	56,980		$	52,931		$	(2,251	)	$	582,494
Reimbursed government fee revenue		—			23,285			—			6,430			—			—			(2,171	)		27,544			—			34,503			—			10,011			—			—			(3,051	)		41,463

Total revenue		90,294			89,597			54,825			119,226			37,281			28,075			(3,926	)		415,372			126,134			129,939			81,267			182,008			56,980			52,931			(5,302	)		623,957
Cost of service revenue		29,847			20,371			31,688			32,306			3,444			1,060			(1,416	)		117,300			41,826			29,042			46,810			48,913			5,350			1,699			(2,215	)		171,425
Government fees paid		—			23,285			—			6,430			—			—			(2,171	)		27,544			—			34,503			—			10,011			—			—			(3,051	)		41,463

Total cost of service		29,847			43,656			31,688			38,736			3,444			1,060			(3,587	)		144,844			41,826			63,545			46,810			58,924			5,350			1,699			(5,266	)		212,888
Gross margin		60,447			45,941			23,137			80,490			33,837			27,015			(339	)		270,528			84,308			66,394			34,457			123,084			51,630			51,232			(36	)		411,069
Salaries and benefits		25,390			11,426			4,866			42,428			13,634			12,950			22,692			133,386			37,087			17,146			7,039			64,584			20,391			21,951			29,810			198,008
Facilities and telecommunications		3,816			1,495			492			4,755			1,917			1,043			2,000			15,518			5,742			2,318			614			7,613			2,831			1,702			3,063			23,883
Other operating expenses		3,565			7,287			9,753			16,258			5,749			3,573			189			46,374			5,444			10,489			14,192			24,606			8,602			5,746			402			69,481
Depreciation and amortization		3,334			5,072			615			5,139			2,357			1,501			1,344			19,362			5,033			7,668			857			7,821			3,550			2,222			2,424			29,575

Income (loss) from operations	$	24,342		$	20,661		$	7,411		$	11,910		$	10,180		$	7,948		$	(26,564	)	$	55,888		$	31,002		$	28,773		$	11,755		$	18,460		$	16,256		$	19,611		$	(35,735	)	$	90,122


Operating margin percentage		27.0	%		31.2	%		13.5	%		10.6	%		27.3	%		28.3	%		N/A			14.4	%		24.6	%		30.1	%		14.5	%		10.7	%		28.5	%		37.1	%		N/A			15.5	%

Three Months Ended ~~June~~September 30, 2008 Compared to Three Months Ended ~~June~~September 30, 2007

Service revenue was ~~$33.7~~$29.9 million for the three months ended ~~June~~September 30, 2008, a decrease of ~~$10.0~~$5.9 million compared to service revenue of ~~$43.7~~$35.8 million for the three months ended ~~June~~September 30, 2007. ~~The~~Service revenue from existing businesses decreased by $8.9 million, offset by the acquisition of a mortgage credit reporting business during the fourth quarter of 2007 which increased service revenue by ~~$3.5 million, while service revenue from existing businesses decreased by $13.5~~$3.0 million. A decrease in transactions related to the decline in the mortgage industry resulted in an overall decrease in service revenue.

Gross margin was ~~$21.2~~$18.1 million for the three months ended ~~June~~September 30, 2008, a decrease of ~~$8.2~~$5.8 million compared to gross margin of ~~$29.4~~$23.9 million in the same period of 2007. The acquisition of a mortgage credit reporting business during the fourth quarter of 2007 increased gross margin by ~~$1.9~~$1.4 million, while gross margin from existing businesses decreased by ~~$10.1~~$7.2 million. The impact of the decrease in transactions, ~~lower gross margin as a percentage of service revenue from the credit reporting business acquired in the fourth quarter of 2007, lower gross margin on new products and services,~~product mix, and an increase in credit data costs resulted in an overall decrease in gross margin. Gross margin was ~~62.8%~~60.4% for the three months ended ~~June~~September 30, 2008 as compared to ~~67.4%~~66.6% for the three months ended ~~June~~September 30, 2007.

Salaries and benefits decreased by ~~$1.2~~$1.1 million. Salaries and benefits were ~~33.3%~~35.5% of service revenue in the ~~second~~third quarter of 2008 compared to ~~28.5%~~32.6% during the same period in 2007. The ~~acquisition of~~cost savings initiative created a ~~mortgage credit reporting business during~~$2.1 million decrease due to the fourth quarter of 2007 increased salaries and benefits expense by $0.5 million during the three months ended June 30, 2008, while salaries and benefits from existing businesses decreased by $1.7 million. The segment ~~has decreased~~reducing employees in line with the decrease in service revenue. ~~Severance~~This is offset by an acquisition during the fourth quarter of 2007 which increased salaries and benefits expense by $0.5 million and severance expense of ~~$0.2~~$0.5 million that was recorded for the three months ended ~~June~~September 30, 2008.

Facilities and telecommunication expenses for the ~~second~~third quarter of 2008 were comparable to the same period in 2007. Facilities and telecommunication expenses were ~~5.5%~~6.1% of service revenue in the ~~second~~third quarter of 2008 compared to ~~4.3%~~5.4% in the ~~second~~third quarter of 2007.

Other operating expenses decreased by ~~$0.3~~$1.0 million. Other operating expenses were ~~4.4%~~2.8% of service revenue in the ~~second~~third quarter of 2008 compared to ~~4.0%~~5.2% for the same period of 2007. The decrease in other operating expense was due to a reduction in temporary labor costs, international operations, and bad debt expense. This is offset by the acquisition of a mortgage credit reporting business during the fourth quarter of 2007 which increased other operating expenses by ~~$0.5~~$0.3 million during the three months ended ~~June~~September 30, 2008.

Depreciation and amortization decreased by ~~$0.6~~$0.5 million. Depreciation and amortization was ~~3.2%~~4.0% of service revenue during the ~~second~~third quarter of 2008 compared to ~~3.9%~~4.7% in the same period in 2007. The decrease is primarily due to certain fixed assets and intangibles becoming fully ~~depreciated.~~depreciated offset by $0.3 million related to office consolidations.

Income from operations was ~~$5.5~~$3.6 million for the three months ended ~~June~~September 2008 compared to ~~$11.7~~$6.7 million in the same period of 2007. ~~The~~Income from operations from existing businesses decreased by $3.5 million, offset by the acquisition of a mortgage credit reporting business during the fourth quarter of 2007 which increased income from operations by ~~$0.6 million, while income from operations from existing businesses decreased by $6.8~~$0.4 million. The operating margin percentage decreased from ~~26.8%~~18.6% to ~~16.4%~~12.0% primarily due to the overall decrease in service ~~revenue.~~revenue and $0.8 million in additional expense related to severance and office consolidations.

Three Months Ended ~~June~~September 30, 2008 Compared to Three Months Ended ~~June~~September 30, 2007

Service revenue was ~~$27.9~~$31.0 million for the three months ended ~~June~~September 30, 2008, ~~a decrease~~an increase of ~~$4.7~~$1.9 million compared to service revenue of ~~$32.6~~$29.1 million in the same period of 2007. The ~~decrease~~increase in service revenue is primarily due to ~~the~~an increase in revenue in our lead generation business and new product offerings in our consumer credit business, offset by reduced volumes in the ~~lead generation business~~specialty credit and ~~specialty credit~~transportation businesses as a result of the economic slowdown in the housing market and ~~credit markets.~~auto industry.

Cost of service revenue was ~~$9.4~~$12.8 million for the three months ended ~~June~~September 30, 2008, ~~a decrease~~an increase of ~~$0.4~~$4.1 million compared to cost of service revenue of ~~$9.8~~$8.7 million in the same period of 2007. Cost of service revenue was ~~33.6%~~41.4% of service revenue during the ~~second~~third quarter of 2008 compared to ~~29.9%~~29.8% in the same period in 2007. The increase ~~as a percentage of service revenue~~ is primarily due to ~~reduced volume levels of~~ the ~~relatively higher gross margin lead generation and specialty credit businesses.~~change in revenue mix.

Salaries and benefits increased by ~~$1.0~~$0.8 million. Salaries and benefits were approximately ~~24.3%~~21.0% of service revenue in the ~~second~~third quarter of 2008 compared to ~~17.7%~~19.6% of service revenue in the ~~second~~third quarter of 2007. The increase is primarily due to an increase in salaries and benefits for technology personnel, previously outsourced, to gain cost efficiencies.

Facilities and telecommunication expenses for the ~~second~~third quarter of 2008 were comparable to the same period in 2007. Facilities and telecommunication expenses were approximately ~~2.9%~~2.8% of service revenue in the ~~second~~third quarter of 2008 ~~compared to 2.4% of service revenue in the second quarter of~~and 2007.

Other operating expenses decreased by ~~$1.1~~$0.7 million. Other operating expenses were ~~9.6%~~7.9% of service revenue in the ~~second~~third quarter of 2008 compared to ~~11.5%~~11.0% in the ~~second~~third quarter of 2007. The decrease is primarily due to the decrease of technology related shared services fees.

Depreciation and amortization ~~for the second quarter of 2008 was comparable to the same period in 2007.~~increased by $0.2 million. Depreciation and amortization was ~~9.7%~~9.0% of service revenue during the ~~second~~third quarter of 2008 compared to ~~7.9%~~8.9% in the same period in 2007.

Income from operations was $5.6 million for the ~~second~~third quarter of 2008, a decrease of ~~$4.4~~$2.5 million compared to ~~$10.0~~$8.1 million in the ~~second~~third quarter of 2007. The operating margin percentage decreased from ~~30.6%~~27.9% to ~~19.9%~~17.9% in comparing the ~~second~~third quarter of 2007 to the ~~second~~third quarter of 2008. The decrease is primarily driven by the lead generation business where margins have declined due to change in gross margins in the revenue ~~has declined, cost of service has increased~~mix and an increase in expenses to support future ~~growth have increased.~~growth.

Three Months Ended ~~June~~September 30, 2008 Compared to Three Months Ended ~~June~~September 30, 2007

Service revenue was ~~$25.0~~$21.8 million for the three months ended ~~June~~September 30, 2008, a decrease of ~~$2.5~~$4.6 million compared to service revenue of ~~$27.5~~$26.4 million for the three months ended ~~June~~September 30, 2007. The decrease in service revenue is primarily due to the decrease in ~~revenues at~~transactions related to the ~~automotive lead generation business.~~challenging credit markets and reduced auto sales.

Gross margin was ~~$10.7~~$8.9 million for the three months ended ~~June~~September 30, 2008, a decrease of ~~$0.7~~$2.4 million compared to gross margin of ~~$11.4~~$11.3 million in the same period of 2007. The impact of the decrease in service revenue ~~primarily in the automotive lead generation business,~~ resulted in an overall decrease in gross margin. Gross margin was ~~43.0%~~40.7% for the three months ended ~~June~~September 30, 2008 as compared to ~~41.3%~~42.8% for the three months ended ~~June~~September 30, 2007.

Salaries and benefits decreased by ~~$0.4~~$0.3 million. Salaries and benefits were ~~7.8%~~8.7% of service revenue in the ~~second~~third quarter of 2008 compared to ~~8.5%~~8.2% during the same period in 2007. Salaries and benefits expense decreased due to office consolidations and operational ~~efficiencies.~~efficiencies, offset by $0.3 million in severance recorded.

Facilities and telecommunication expenses for the ~~second~~third quarter of 2008 were comparable to the same period in 2007. Facilities and telecommunication expenses were approximately ~~0.4%~~0.7% of service revenue in the ~~second~~third quarter of 2008 compared to ~~0.8%~~0.5% of service revenue in the ~~second~~third quarter of 2007.

Other operating expenses decreased by ~~$1.0~~$1.3 million. Other operating expenses were ~~15.0%~~14.6% of service revenue in the ~~second~~third quarter of 2008 compared to ~~17.4%~~16.8% for the same period in 2007. The decrease is primarily due to a decrease in the amounts from shared services, ~~and a decrease~~offset by $0.3 million in ~~bad debt~~ expense ~~at the automotive lead generation business.~~related to office consolidation.

Depreciation and amortization ~~for the second quarter of 2008 was comparable~~increased $1.8 million. The increase is primarily due to the ~~same period in 2007.~~$1.3 million impairment charge related to the write-off of identifiable intangible assets and $0.4 million related to office consolidation offset by assets becoming fully depreciated. Depreciation and amortization were ~~1.2%~~9.3% of service revenue in the ~~second~~third quarter of 2008 compared to ~~1.1%~~0.9% for the same period in 2007.

Income from operations was ~~$4.6~~$1.6 million for the three months ended ~~June~~September 2008 compared to ~~$3.7~~$4.3 million in the same period in 2007. The results for the three months ended September 2008 includes an impairment charge of $1.3 million. The operating margin percentage ~~increased~~decreased from ~~13.6%~~16.4% to ~~18.6% primarily due to~~7.3%. Without the ~~impact of operational efficiencies at~~impairment and restructuring charges, the ~~automotive credit reporting subsidiary, including~~operating margin for the ~~impact of lower allocations from shared services.~~three months ended September 30, 2008 would have been 18.6%.

Three Months Ended ~~June~~September 30, 2008 Compared to Three Months Ended ~~June~~September 30, 2007

Service revenue was ~~$55.5~~$54.2 million for the three months ended ~~June~~September 30, 2008, a decrease of ~~$2.5~~$5.0 million compared to service revenue of ~~$58.0~~$59.2 million in the same period of 2007. The decrease was a result of a decline of ~~$4.2~~$6.8 million of revenue from existing businesses offset by the addition of ~~$1.7~~$1.8 million of revenue from the acquisition in the ~~second~~first quarter of 2008. The decline in service revenue from existing businesses is primarily due to the hiring solutions group, the occupational health division and ~~certain~~ tax incentive revenue related to the Katrina tax credit ~~program. This is offset by organic growth~~program expiring August 2007. The Katrina credit was extended with the passing of the Emergency Economic Stabilization Act of 2008 in ~~our international background companies.~~October 2008.

Salaries and benefits decreased by ~~$1.0~~$3.6 million. Salaries and benefits were ~~36.6%~~34.2% of service revenue in the ~~second~~third quarter of 2008 compared to ~~36.8%~~37.4% in the same period of 2007. The decrease is a ~~direct effect~~related to severance of ~~office closings~~$0.9 recorded in third quarter 2007, ~~and~~ the shift of personnel to shared services, and management’s cost containment efforts, offset by an increase for acquisitions and international expansion. In

Facilities and telecommunication decreased $0.6 million. Facilities and telecommunication expenses were 4.2% of service revenue in the third quarter of 2008 and 4.8% in the third quarter of 2007. The decrease is due to $0.3 million of future lease expense for office consolidations recorded in third quarter 2007.

Other operating expenses increased by $0.9 million. Other operating expenses were 17.1% of service revenue in the third quarter of 2008 and 14.1% for the same period of 2007. The increase in other operating expenses is primarily due to an increase of in bad debt expense.

Depreciation and amortization increased by $0.6 million primarily due to the addition ~~there~~of intangible assets related the 2008 acquisition and the rollout of new software projects.

Income from operations was ~~approximately $0.5~~$6.6 million ~~in severance costs recorded~~ for the three months ended ~~June~~September 30, 2008 and 2007. The operating margin percentage increased from 11.1% to 12.3%. The increase in the operating margin is primarily due to management’s focus on cost containment on decreased revenue.

Three Months Ended September 30, 2008 Compared to Three Months Ended September 30, 2007

Total service revenue was $19.7 million for ~~office consolidations.~~the three months ended September 30, 2008 and 2007.

Salaries and benefits cost decreased $0.4 million. Salaries and benefits were 32.1% of service revenue for the third quarter of 2008 compared to 34.3% of service revenue in the same period of 2007. The decrease is related to reduction in employees offset by severance of $0.2 million recorded in the third quarter of 2008.

Facilities and telecommunication expenses are comparable to the same period of 2007. Facilities and telecommunication expenses were ~~4.6%~~4.2% of service revenue in the ~~second~~third quarter of 2008 and ~~4.2%~~4.6% in the ~~second~~third quarter of 2007.

Other operating expenses ~~increased by $1.6~~decreased $0.3 million. Other operating expenses were ~~17.9%~~12.9% of service revenue in the ~~second~~third quarter of 2008 compared to 14.5% in the same period of 2007.

Depreciation and ~~14.4% for~~amortization increased $0.3 million. Depreciation and amortization was 7.3% of service revenue in the third quarter of 2008 compared to 6.1% in the same period of 2007. The increase ~~in other operating expenses~~ is ~~primarily due to the increase in allocation for shared services, and an increase of $0.2 million in bad debt expenses.~~

~~Depreciation and amortization increased by $0.9 million primarily due to the addition of intangible assets~~ related to ~~the acquisitions~~asset additions and the rollout of new software projects. ~~Approximately $0.5 million was related to asset write downs for the office consolidations.~~

Income from operations was $3.0 million for the three months ended June 30, 2008, a decrease of $3.8 million compared to income from operations of $6.8 million in the same period of 2007. The operating margin percentage decreased from 11.7% to 5.4%. The decrease in the operating margin is primarily due to reduced volumes, a change in the revenue mix, and the costs incurred of $1.1 million in connection with office consolidations.

~~Three Months Ended June 30, 2008 Compared to Three Months Ended June 30, 2007~~

Service revenue was $20.0 million for the three months ended June 30, 2008, an increase of $0.3 million compared to service revenue of $19.7 million in the same period of 2007. The organic growth was 1.6% for the segment.

~~Salaries and benefits cost decreased $0.3 million. Salaries and benefits were 32.0% of service revenue for the second quarter of 2008 compared to 34.2% of service revenue in the same period of 2007.~~

Facilities and telecommunication expenses are comparable to the same period of 2007. Facilities and telecommunication expenses were 4.5% of service revenue in the second quarter of 2008 and 5.0% in the second quarter of 2007.

~~Other operating expenses are comparable to the same period of 2007. Other operating expenses were 14.7% of service revenue in the second quarter of 2008 compared to 15.4% in the same period of 2007.~~

~~Depreciation and amortization increased $0.2 million. Depreciation and amortization was 7.2% of service revenue in the second quarter of 2008 compared to 6.0% in the same period of 2007.~~

The operating margin percentage increased from ~~29.8%~~30.8% to ~~32.9%~~33.8%. Income from operations was ~~$6.6~~$6.7 million in the ~~second~~third quarter of 2008 compared to income from operations of ~~$5.9~~$6.1 million in the same period of 2007. The increase in operating margin is primarily due to the impact of operational efficiencies ~~obtained~~and management’s focus on ~~increased service revenue.~~reducing costs.

Three Months Ended ~~June~~September 30, 2008 Compared to Three Months Ended ~~June~~September 30, 2007

Service revenue was ~~$21.2~~$18.6 million for the three months ended ~~June~~September 30, 2008, ~~an increase~~a decrease of ~~$5.4~~$6.3 million compared to service revenue of ~~$15.8~~$24.9 million in the same period of 2007. The ~~increase~~decrease is primarily due to the ~~growth~~decrease in billings in the segment’s electronic discovery business of the Litigation Support Services division.

Salaries and benefits ~~increased~~decreased by ~~$1.5~~$1.4 million. Salaries and benefits were ~~39.9%~~41.0% of service revenue in the ~~second~~third quarter of 2008 compared to ~~44.3%~~36.2% in the same period of 2007. The expense ~~increase~~decrease is mainly due to the decreased compensation related to lower revenue and profitability offset by an increase of employees in the Litigation Support Services division to support the revenue ~~growth and compensation related to revenue and profitability.~~growth.

Facilities and telecommunication expenses ~~increased $0.2 million.~~were comparable to the third quarter of 2007. Facilities and telecommunication expenses were ~~3.4%~~3.9% of service revenue in the ~~second~~third quarter of 2008 and ~~3.5%~~2.7% in the same period of 2007.

Other operating expenses increased by ~~$1.3~~$0.4 million. Other operating expenses were ~~15.1%~~13.8% of service revenue in the ~~second~~third quarter of 2008 and ~~12.3%~~8.7% for the same period of 2007. The expense increase is related to geographic expansion and new business development efforts in this segment.

Depreciation and amortization ~~were flat~~was consistent when compared to the ~~second~~third quarter of 2007. Depreciation and amortization was ~~4.1%~~4.5% of service revenue in the ~~second~~third quarter of 2008 compared to ~~4.6%~~2.9% in the same period of 2007.

The operating margin percentage ~~increased~~decreased from ~~31.9%~~46.9% to ~~35.6%~~34.1%. Income from operations was ~~$7.5~~$6.4 million for the ~~second~~third quarter of 2008 compared to ~~$5.0~~$11.7 million for the same period of 2007. The ~~increase~~decrease in margin is primarily due to the revenue ~~increase~~decrease on the higher margin electronic discovery business.

Three Months Ended ~~June~~September 30, 2008 Compared to Three Months Ended ~~June~~September 30, 2007

Corporate ~~costs and~~ expenses represent primarily compensation and benefits for senior management, administrative staff, technology personnel and their related expenses in addition to an administrative fee paid to First American. The ~~corporate~~Corporate expenses were ~~$8.8~~$8.7 million in the ~~second~~third quarter of 2008 compared to expenses of ~~$9.1~~$9.2 million in the same period of 2007. The decrease in expenses is related to management’s focus to reduce costs in the challenging economy.

Three Months Ended ~~June~~September 30, 2008 Compared to Three Months Ended ~~June~~September 30, 2007

Consolidated service revenue for the three months ended ~~June~~September 30, 2008 was ~~$182.4~~$174.7 million, a decrease of ~~$14.2~~$20.0 million compared to service revenue of ~~$196.6~~$194.7 million in the same period in 2007.

~~Acquisitions accounted for $5.3~~ Service revenue at existing businesses decreased by $24.8 million, offset by an increase in service revenue ~~growth offset by $19.5~~of $4.8 million ~~of revenue decline at existing businesses.~~related to acquisitions. The decrease in service revenue is primarily due to the declining economy and weakened mortgage industry, and the challenging credit environment, offset by growth in our ~~e-discovery business and~~ international operations.

Salaries and benefits ~~increased $0.2~~decreased $5.5 million. Salaries and benefits were ~~34.5%~~33.8% of service revenue for the three months ended ~~June~~September 30, 2008 and ~~31.9%~~33.2% for the same period in 2007. The ~~increase~~decrease is related to decreases in employees and office consolidations, offset by $0.5 million increase in severance expense recorded and additional employees added to support international ~~growth, offset by decreases in employees and office closures.~~growth.

Facilities and telecommunication ~~increased~~decreased by ~~$0.3~~$0.6 million compared to the same period in 2007. Facilities and telecommunication expenses were ~~4.4%~~4.5% of service revenue in the ~~second~~third quarter of 2008 and ~~4.0%~~4.3% in the same period of 2007.

Other operating expenses decreased by ~~$0.9~~$3.2 million compared to the same period in 2007. Other operating expenses were ~~12.6%~~11.4% of service revenue for the three months ended ~~June~~September 30, 2008 and ~~12.1%~~11.9% in the ~~second~~third quarter of 2007. The decrease is due to operational efficiencies on decreased ~~revenues.~~revenues and management’s focus to reduce costs.

Depreciation and amortization increased by ~~$1.2~~$2.4 million due to an ~~increase~~intangible impairment charge recorded in ~~amortization of intangible assets as a result of acquisitions,~~our Dealer Services segment, additional expense related to office consolidations, fixed asset additions and the roll out of internally developed software, offset by certain fixed assets and intangibles becoming fully depreciated.

The consolidated operating margin was ~~13.2%~~12.4% for the three months ended ~~June~~September 30, 2008, compared to ~~17.3%~~17.6% for the same period in 2007. ~~The operating margin was 14.1% for the three months ended June 30, 2008, excluding the $1.7 million of restructuring costs.~~

Income from operations was ~~$24.0~~$21.8 million for the three months ended ~~June~~September 30, 2008 compared to ~~$34.0~~$34.2 million for the same period in 2007. The decrease of ~~$10.0~~$12.4 million is comprised of ~~an increase~~decreases in operating income of ~~$0.9~~$3.1 million in Lender Services, $2.6 million in Data Services, $2.7 million in Dealer Services, ~~$2.5~~and $5.3 million in Investigative and Litigation Support Services, ~~and $0.7~~offset by an increase in operating income of $0.6 million at Multifamily Services, ~~offset by decreases in operating income of $6.1 million in Lender Services, $4.4 million in Data Services, $3.8~~$0.1 million in Employer Services, and a decrease of ~~corporate~~Corporate expenses of ~~$0.2~~$0.5 million. The results for the three months ended September 2008 include an impairment charge of $1.3 million related to the automotive lead generation business’ identifiable intangible assets and approximately $1.5 million in restructuring charges.

~~Six~~Nine Months Ended ~~June~~September 30, 2008 Compared to ~~Six~~Nine Months Ended ~~June~~September 30, 2007

Service revenue was ~~$73.0~~$102.9 million for the ~~six~~nine months ended ~~June~~September 30, 2008, a decrease of ~~$17.3~~$23.2 million compared to service revenue of ~~$90.3~~$126.1 million for the ~~six~~nine months ended ~~June~~September 30, 2007. The acquisition of a mortgage credit reporting business during the fourth quarter of 2007 increased service revenue by ~~$8.0~~$11.0 million, while service revenue from existing businesses decreased by ~~$25.3~~$34.2 million. A decrease in transactions related to the decline in the mortgage industry resulted in an overall decrease in service revenue.

Gross margin was ~~$46.8~~$64.9 million for the ~~six~~nine months ended ~~June~~September 30, 2008, a decrease of ~~$13.6~~$19.4 million compared to gross margin of ~~$60.4~~$84.3 million in the same period of 2007. The acquisition of a mortgage credit reporting business during the fourth quarter of 2007 increased gross margin by ~~$4.3~~$5.7 million, while gross margin from existing businesses decreased by ~~$17.9~~$25.1 million. ~~Gross~~The gross margin percentage was ~~64.1%~~63.0% for the ~~six~~nine months ended ~~June~~September 30, 2008 as compared to ~~66.9%~~66.8% for the ~~six~~nine months ended ~~June~~September 30, 2007. The decrease is due to an increase in credit data costs and the current year’s product mix.

Salaries and benefits decreased by ~~$2.3~~$3.4 million. Salaries and benefits were ~~31.6%~~32.7% of service revenue in the ~~first six months~~third quarter of 2008 compared to ~~28.1%~~29.4% during the same period in 2007. The ~~acquisition of a mortgage credit reporting business during~~decrease is due to the fourth quarter of 2007 increased salaries and benefits expense by $1.4 million during the six months ended June 30, 2008, while salaries and benefits from existing businesses decreased by $3.7 million. The segment ~~has decreased~~reducing employees in line with the decrease in service revenue. This is offset by an acquisition during the fourth quarter of 2007 which increased salaries and benefits expense by $1.9 million and severance expense of $0.8 million that was recorded for the three months ended September 30, 2008.

Facilities and telecommunication expenses for the nine months ended September 30, 2008 were comparable to the same period in 2007. Facilities and telecommunication expenses were ~~5.2%~~5.5% of service revenue in the first ~~six~~nine months of 2008 compared to ~~4.2%~~4.6% in the same period in 2007.

Other operating expenses decreased by ~~$0.5~~$1.5 million. Other operating expenses were ~~4.2%~~3.8% of service revenue in the ~~first six~~nine months ofended September 30, 2008 compared to ~~3.9%~~4.3% for the same period of 2007. The decrease in other operating expense was primarily due to a reduction of temporary labor costs, international operations, and bad debt expense. This is offset by the acquisition of a mortgage credit reporting business during the fourth quarter of 2007 which increased other operating expenses by ~~$1.0~~$1.3 million during the ~~six~~nine months ended ~~June~~September 30, 2008.

Depreciation and amortization decreased by ~~$1.5~~$2.0 million. Depreciation and amortization was ~~2.5%~~2.9% of service revenue during the ~~six~~nine months ended ~~June~~September 30, 2008 compared to ~~3.7%~~4.0% in the same period in 2007. The decrease is primarily due to certain fixed assets and intangibles becoming fully ~~depreciated.~~expensed offset by additional expense related to office consolidations.

Income from operations was ~~$15.0~~$18.6 million for the ~~six~~nine months ended ~~June~~September 2008 compared to ~~$24.3~~$31.0 million in the same period of 2007. ~~The~~Income from operations from existing businesses decreased by $14.1 million, offset by the acquisition of a mortgage credit reporting business during the fourth quarter of 2007 which increased income from operations by ~~$1.3 million, while income from operations from existing businesses decreased by $10.6~~$1.7 million. The operating margin percentage decreased from ~~27.0%~~24.6% to ~~20.5%~~18.0% primarily due to the overall decrease in service ~~revenue.~~revenue and restructuring costs.

~~Six~~Nine Months Ended ~~June~~September 30, 2008 Compared to ~~Six~~Nine Months Ended ~~June~~September 30, 2007

Service revenue was ~~$56.5~~$87.5 million for the ~~six~~nine months ended ~~June~~September 30, 2008, a decrease of ~~$9.8~~$7.9 million compared to service revenue of ~~$66.3~~$95.4 million in the same period of 2007. The decrease in service revenue is primarily due to the reduced volumes in the lead generation, transportation and specialty credit businesses as a result of the economic slowdown in the housing and credit markets.

Cost of service revenue was ~~$18.7~~$31.5 million for the ~~six~~nine months ended ~~June~~September 30, 2008, ~~a decrease~~an increase of ~~$1.7~~$2.5 million compared to cost of service revenue of ~~$20.4~~$29.0 million in the same period of 2007. Cost of service revenue was ~~33.1%~~36.0% of service revenue during the ~~first half of~~nine months ended September 30, 2008 compared to ~~30.7%~~30.4% in the same period in 2007. The increase ~~as a percentage of service revenue~~ is primarily due to reduced volume levels of the relatively higher gross margin products in the lead generation and specialty credit businesses.

Salaries and benefits increased by ~~$2.2~~$3.0 million. Salaries and benefits were approximately ~~24.0%~~23.0% of service revenue in the ~~six~~nine months ended ~~June~~September 30, 2008 compared to ~~17.2%~~18.0% of service revenue in the same period of 2007. The increase is primarily due to an increase in salaries and benefits for technology personnel, previously outsourced, to gain cost efficiencies.

Facilities and telecommunication expenses for the ~~six~~nine months ended ~~June~~September 30, 2008 were comparable to the same period in 2007. Facilities and telecommunication expenses were approximately 2.8% and ~~2.3%~~2.4% of service revenue for the ~~six~~nine months ended ~~June~~September 30, 2008 and 2007, respectively.

Other operating expenses decreased by ~~$1.7~~$2.4 million. Other operating expenses were ~~9.9%~~9.2% of service revenue in the ~~six~~nine months ended ~~June~~September 30, 2008 and 11.0% in the same period of 2007. The decrease is primarily due to the decrease of technology related shared services fees.

Depreciation and amortization increased by ~~$0.3~~$0.5 million. Depreciation and amortization was ~~9.5%~~9.3% of service revenue during the ~~six~~nine months ended ~~June~~September 30, 2008 compared to ~~7.6%~~8.0% in the same period in 2007. Increase is due to the rollout of new software projects.

Income from operations was ~~$11.7~~$17.2 million for the ~~six~~nine months ended ~~June~~September 30, 2008, a decrease of ~~$9.0~~$11.6 million compared to ~~$20.7~~$28.8 million in the ~~six~~nine months ended ~~June~~September 30, 2007. The operating margin percentage decreased from ~~31.2%~~30.1% to ~~20.7%~~19.7% in comparing the ~~first six~~nine months ofended September 30, 2008 to the same period of 2007. The decrease is primarily driven by the lead generation business where revenue has declined, cost of service has increased and expenses to support future growth have increased.

~~Six~~Nine Months Ended ~~June~~September 30, 2008 Compared to ~~Six~~Nine Months Ended ~~June~~September 30, 2007

Service revenue was ~~$50.9~~$72.7 million for the ~~six~~nine months ended ~~June~~September 30, 2008, a decrease of ~~$3.9~~$8.6 million compared to service revenue of ~~$54.8~~$81.3 million for the ~~six~~nine months ended ~~June~~September 30, 2007. The decrease in service revenue is primarily due to the decline in revenues at the automotive lead generation business.

Gross margin was ~~$21.8~~$30.7 million for the ~~six~~nine months ended ~~June~~September 30, 2008, a decrease of ~~$1.3~~$3.8 million compared to gross margin of ~~$23.1~~$34.5 million in the same period of 2007. The impact of the decrease in service revenue, primarily in the automotive lead generation business, resulted in an overall decrease in gross margin. Gross margin was ~~42.8%~~42.2% for the ~~six~~nine months ended ~~June~~September 30, 2008 as compared to ~~42.2%~~42.4% for the ~~six~~nine months ended ~~June~~September 30, 2007.

Salaries and benefits decreased by ~~$0.7~~$1.0 million. Salaries and benefits were ~~8.2%~~8.4% of service revenue in the first ~~six~~nine months of 2008 compared to ~~8.9%~~8.7% during the same period in 2007. Salaries and benefits expense decreased due to office consolidations and operational ~~efficiencies.~~efficiencies, offset by $0.3 million in severance recorded.

Facilities and telecommunication expenses decreased by ~~$0.3~~$0.2 million. Facilities and telecommunication expenses were ~~0.4%~~0.5% of service revenue in the first ~~six~~nine months of 2008 compared to ~~0.9%~~0.8% in the first ~~six~~nine months of ~~2007. The decrease in facilities and telecommunication expense is due to the impact of the relocation and consolidation of facilities for the automotive lead generation business in~~ 2007.

Other operating expenses decreased by ~~$2.1~~$3.4 million. Other operating expenses were ~~15.0%~~14.9% of service revenue in the first ~~six~~nine months of 2008 compared to ~~17.8%~~17.5% for the same period in 2007. The decrease ~~in 2008~~ is due to a decrease in the amounts allocated from shared services, and a decrease in bad debt expense at the automotive lead generation ~~business.~~business, offset by $0.3 million in expense related to office consolidation.

Depreciation and amortization increased $1.8 million. The increase is due to the $1.3 million impairment charge related to the write-off of identifiable intangible assets and $0.4 million related to office consolidation. Depreciation and amortization was ~~1.2%~~3.6% and 1.1% of service revenue for the ~~six~~nine months ended ~~June~~September 30, 2008 and 2007, respectively.

Income from operations was ~~$9.2~~$10.8 million for the ~~six~~nine months ended ~~June~~September 2008 compared to ~~$7.4~~$11.8 million in the same period in 2007. The results for the nine months ended September 2008 includes an impairment charge of approximately $1.3 million related to identifiable intangible assets and approximately $1.2 million in restructuring charges. The operating margin percentage increased from ~~13.5%~~14.5% to ~~18.0%~~14.8% primarily due to the impact of operational efficiencies at the automotive credit reporting subsidiary, including the impact of lower allocations from shared services and operating improvements in the automotive lead generation ~~business.~~business offset by expenses related to office consolidation including the intangible impairment charge.

~~Six~~Nine Months Ended ~~June~~September 30, 2008 Compared to ~~Six~~Nine Months Ended ~~June~~September 30, 2007

Service revenue was ~~$109.2~~$163.4 million for the ~~six~~nine months ended ~~June~~September 30, 2008, a decrease of ~~$3.6~~$8.6 million compared to service revenue of ~~$112.8~~$172.0 million in the same period of 2007. The decrease was a result of a reduction in revenue of ~~$6.4~~$13.1 million from existing businesses offset by the addition of ~~$2.8~~$4.5 million of revenue from acquisitions. The decrease in service revenue from existing businesses is directly related to the slowdown in hiring in the United States and abroad. This is offset by the 2007 and 2008 acquisitions and continued international growth.

Salaries and benefits decreased by ~~$1.9~~$5.5 million. Salaries and benefits were ~~37.2%~~36.2% of service revenue in the ~~six~~nine months ended ~~June~~September 30, 2008 compared to ~~37.6%~~37.5% in the same period of 2007. The decrease is a direct effect of office closings in 2007 and the shift of personnel to shared services, offset by an increase for international growth. ~~. In addition, there was approximately $0.5 million in severance costs recorded for the six months ended June 30, 2008 for office consolidations.~~

Facilities and telecommunication expenses ~~increased~~decreased by $0.3 million. Facilities and telecommunication expenses were ~~4.6%~~4.5% of service revenue in the ~~six~~nine months ended ~~June~~September 30, 2008 and ~~4.2%~~4.4% in the ~~six~~nine months ended ~~June~~September 30, 2007.

Other operating expenses increased by ~~$3.4~~$4.3 million. Other operating expenses were ~~18.0%~~17.7% of service revenue in the ~~six~~nine months ended ~~June~~September 30, 2008 and ~~14.4%~~14.3% for the same period of 2007. The increase in other operating expenses is primarily due to the increase in allocation for shared services, increase in bad debt, and foreign currency losses.

Depreciation and amortization increased by ~~$1.5~~$2.1 million primarily due to the addition of intangible assets related to the acquisitions and the rollout of new software projects. Approximately $0.5 million was recorded related to asset write downs for the office consolidations.

~~The operating margin percentage decreased from 10.6% to 5.9%. The operating margin was 7.0% excluding the restructuring charges.~~ Income from operations was ~~$6.5~~$13.1 million for the ~~six~~nine months ended ~~June~~September 30, 2008, a decrease of $5.4 million compared to income from operations of ~~$11.9~~$18.5 million in the same period of 2007. The operating margin percentage decreased from 10.7% to 8.0%. The decrease in the operating margin is primarily due to a change in the revenue mix of the businesses in the ~~six~~nine months ended ~~June~~September 30, 2008 compared to the same period in ~~2007 and restructuring costs of $1.1 million incurred in 2008.~~2007.

~~Six~~Nine Months Ended ~~June~~September 30, 2008 Compared to ~~Six~~Nine Months Ended ~~June~~September 30, 2007

Service revenue was ~~$38.3~~$58.0 million for the ~~six~~nine months ended ~~June~~September 30, 2008, an increase of $1.0 million compared to service revenue of ~~$37.3~~$57.0 million in the same period of 2007. The ~~2.8% organic~~1.9% growth from existing businesses is driven by expanded market share and an increase in products and services.

Salaries and benefits expenses ~~are comparable to the same period of 2007.~~decreased $0.4 million. Salaries and benefits were ~~35.6%~~34.4% of service revenue for the ~~six~~nine months ended ~~June~~September 30, 2008 compared to ~~36.6%~~35.8% of service revenue in the same period of 2007. The decrease is related to a decrease in employees offset by $0.3 million in severance recorded.

Facilities and telecommunication expenses ~~are comparable to the same period of 2007.~~decreased $0.2 million. Facilities and telecommunication expenses were ~~4.8%~~4.6% and ~~5.1%~~5.0% of service revenue in the ~~six~~nine months ended ~~June~~September 30, 2008 and 2007, respectively.

Other operating expenses decreased ~~$0.3~~$0.7 million. Other operating expenses were ~~14.1%~~13.7% of service revenue in the ~~six~~nine months ended ~~June~~September 30, 2008 compared to ~~15.4%~~15.1% in the same period of 2007. The decrease is due to management’s focus to reduce costs.

Depreciation and amortization increased ~~$0.4~~$0.7 million. Depreciation and amortization was 7.3% of service revenue in the ~~six~~nine months ended ~~June~~September 30, 2008 compared to ~~6.3%~~6.2% in the same period of 2007. The increase is related to asset additions the rollout of new software projects.

Income from operations was ~~$11.3~~$18.0 million for the ~~six~~nine months ended ~~June~~September 30, 2008 compared to income from operations of ~~$10.2~~$16.3 million in the same period of 2007. The operating margin percentage increased from ~~27.3%~~28.5% to ~~29.6%~~31.0% due to increased revenue from the renter’s insurance program and cost ~~containment with revenue growth.~~containment.

~~Six~~Nine Months Ended ~~June~~September 30, 2008 Compared to ~~Six~~Nine Months Ended ~~June~~September 30, 2007

Service revenue was ~~$44.7~~$63.3 million for the ~~six~~nine months ended ~~June~~September 30, 2008, an increase of ~~$16.6~~$10.4 million compared to service revenue of ~~$28.1~~$52.9 million in the same period of 2007. The increase is primarily due to the growth in the segment’s electronic discovery business of the Litigation Support Services division.

Salaries and benefits increased by ~~$4.7~~$3.4 million. Salaries and benefits were ~~39.6%~~40.0% of service revenue in the ~~six~~nine months ended ~~June~~September 30, 2008 compared to ~~46.1%~~41.5% in the same period of 2007. The increase is mainly due to the increase of employees in the Litigation ~~support~~Support Services division to support the revenue growth and compensation related to revenue and profitability.

Facilities and telecommunication expenses increased $0.5 million. Facilities and telecommunication expenses were ~~3.3%~~3.5% of service revenue in the ~~six~~nine months ended ~~June~~September 30, 2008 and ~~3.7%~~3.2% in the same period of 2007. The increase is related to geographic expansion and new business development efforts in this segment.

Other operating expenses increased by ~~$2.2~~$2.6 million. Other operating expenses were ~~13.0%~~13.2% of service revenue in the ~~six~~nine months ended ~~June~~September 30, 2008 and ~~12.7%~~10.9% for the same period of 2007. The expense increase is related to geographic expansion and new business development efforts in this segment.

Depreciation and amortization ~~were flat when compared to the same period of 2007.~~increased by $0.2 million. Depreciation and amortization was ~~3.6%~~3.9% of service revenue in the ~~six~~nine months ended ~~June~~September 30, 2008 compared to ~~5.3%~~4.2% in the same period of 2007.

The operating margin percentage ~~increased from 28.3% to 38.2%.~~was 37.0% and 37.1% for the nine months ended September 30, 2008 and 2007, respectively. Income from operations was ~~$17.1~~$23.4 million for the ~~six~~nine months ended ~~June~~September 30, 2008 compared to ~~$7.9~~$19.6 million for the same period of 2007. The increase in margin is primarily due to the ~~significant~~ revenue increase on the higher margin electronic discovery business.

~~Six~~Nine Months Ended ~~June~~September 30, 2008 Compared to ~~Six~~Nine Months Ended ~~June~~September 30, 2007

Corporate ~~costs and~~ expenses represent primarily compensation and benefits for senior management, administrative staff, technology personnel and their related expenses in addition to an administrative fee paid to First American. The ~~corporate~~Corporate expenses were ~~$19.6~~$28.2 million in the ~~six~~nine months ended 2008 compared to expenses of ~~$26.6~~$35.7 million in the same period of 2007. The decrease is primarily related to the $8.0 million of severance costs recorded for the former CEO in the ~~six~~nine months ended ~~June~~September 30, 2007.

~~Six~~Nine Months Ended ~~June~~September 30, 2008 Compared to ~~Six~~Nine Months Ended ~~June~~September 30, 2007

Consolidated service revenue for the ~~six~~nine months ended ~~June~~September 30, 2008 was ~~$370.7~~$545.3 million, a decrease of ~~$17.1~~$37.2 million compared to service revenue of ~~$387.8~~$582.5 million in the same period in 2007. Acquisitions accounted for ~~$10.8~~$15.5 million increase in revenue growth offset by ~~$27.9~~$52.7 million of revenue decline at existing businesses. The decrease in service revenue is directly related to the downturn in domestic hiring, the decline in the mortgage industry, weakness in the credit markets, and overall economic slowdown. ~~This is offset by organic growth in the Employer Services segment international service revenue and the Investigative and Litigation Support segment.~~

Salaries and benefits decreased ~~$4.0~~$9.5 million. Salaries and benefits were ~~34.9%~~34.6% of service revenue for the ~~six~~nine months ended ~~June~~September 30, 2008 and ~~34.4%~~34.0% for the same period in 2007. The decrease is primarily due to strategic reductions in employees, office ~~closures~~consolidations and the departure of our former CEO in 2007. In connection with the former CEO’s Transition Agreement, the Company recorded compensation expense of $8.0 million in the ~~six~~nine months ended ~~June~~September 30, 2007, reflecting the value of the cash severance payment of $4.4 million and the value of the previously unvested restricted stock, restricted stock units and stock options. This is offset by the increase related to customary annual salary increases, acquisitions and additional employees added to support international growth.

Facilities and telecommunication increased by ~~$0.8~~$0.2 million compared to the same period in 2007. Facilities and telecommunication expenses were 4.4% of service revenue in the ~~six~~nine months ended ~~June~~September 30, 2008 and ~~4.0%~~4.1% in the same period of 2007. ~~The increase is primarily related to acquisitions, relocation expenses, and international expansion, offset by office consolidations.~~

Other operating expenses decreased by ~~$0.6~~$3.8 million compared to the same period in 2007. Other operating expenses were ~~12.3%~~12.0% and ~~12.0%~~11.9% of service revenue for the ~~six~~nine months ended ~~June~~September 30, 2008 and 2007, respectively. The decrease is due to a decrease in temporary labor, leased equipment, marketing, and office expenses related to the overall initiative to reduce costs. This is offset by an increase in shared services allocations and acquisitions.

Depreciation and amortization increased by ~~$1.6~~$4.0 million due to an increase in amortization of intangible assets as a result of acquisitions, fixed asset additions and the roll out of internally developed software, offset by certain fixed assets and intangibles becoming fully depreciated. Approximately ~~$0.7~~$0.8 million was recorded related to asset write downs and $1.6 million related to identifiable intangible assets write downs for ~~the~~ office consolidations.

The consolidated operating margin was ~~13.8%~~13.4% for the ~~six~~nine months ended ~~June~~September 30, 2008, compared to ~~14.4%~~15.5% for the same period in 2007. Excluding restructuring costs of ~~$1.7~~$4.5 million in 2008, the consolidated operating margin was ~~14.3%~~14.2%.

Income from operations was ~~$51.2~~$72.9 million for the ~~six~~nine months ended ~~June~~September 30, 2008 compared to ~~$55.9~~$90.1 million for the same period in 2007. Results of ~~operation~~operations for the ~~six~~nine months ended ~~June~~September 30, 2008 ~~includes~~include restructuring costs of $4.5 million. Results of operations for the nine months ended September 30, 2007 include restructuring costs of $1.7 ~~million.~~million and $8.0 in severance costs related to the departure of our CEO in March 2007. The decrease of ~~$4.7~~$17.2 million is comprised of ~~an increase~~decreases in operating income of ~~$1.8~~$12.4 million in Lender Services, $11.5 million in Data Services, $1.0 million in Dealer Services, ~~$9.1~~$5.3 million in Employer Services, offset by increases in operating income of $3.8 million in Investigative and Litigation Support Services and ~~$1.2~~$1.7 million at Multifamily ~~Services offset by decreases in operating income of $9.4 million in Lender Services, $9.0 million in Data Services, $5.4 million in Employer~~ Services and a decrease of ~~corporate~~Corporate expenses of ~~$7.0~~$7.5 million.

The Company’s principal sources of capital include, but are not limited to, existing cash balances, operating cash flows and borrowing under its Secured Credit Facility. The Company’s short-term and long-term liquidity depends primarily upon its level of net income, working capital management (accounts receivable, accounts payable and accrued expenses) and bank borrowings. The Company believes that, based on current forecasts and anticipated market conditions, sufficient operating cash flow will be generated to meet substantially all operating needs, to make planned capital expenditures, scheduled debt payments, and tax obligations for the next twelve months. Any material variance of operating results could require us to seek other funding alternatives including raising additional capital.

While uncertainties within the Company’s industry exist, management is not aware of any trends or events likely to have a material adverse effect on liquidity or the accompanying financial statements.

The Company’s primary source of liquidity is cash flow from operations and amounts available under credit lines the Company has established with a bank. As of ~~June~~September 30, 2008, cash and cash equivalents were ~~$41.6~~$45.5 million.

Net cash ~~used in~~provided by operating activities of continuing operations was ~~$2.5~~$33.0 million for the nine months ended September 30, 2008 compared to cash provided by operating activities from continuing operations of ~~$49.8~~$88.5 million for the ~~six months ended June 30, 2008 and 2007, respectively.~~same period in 2007.

Cash provided by operating activities of continuing operations decreased by ~~$52.3~~$55.5 million from the ~~six~~nine months ended ~~June~~September 30, 2007 to the same period of 2008 while income from continuing operations was ~~$29.9~~$42.5 million in the ~~six~~nine months ended ~~June~~September 30, 2008 and ~~$29.3~~$48.1 million for the same period in 2007. The decrease in cash provided by operating activities was primarily due to income tax payments of ~~$59.4~~$75.7 million, the majority of which were made in the first quarter of 2008 and payments made for annual incentive compensation. The tax ~~payment was~~payments were primarily related to the gain on sale of investment securities recognized in the fourth quarter of 2007.

Cash used in investing activities of continuing operations was ~~$78.4~~$86.4 million and ~~$48.1~~$58.1 million for the ~~six~~nine months ended ~~June~~September 30, 2008 and 2007, respectively. In the ~~six~~nine months ended ~~June~~September 30, 2008, cash in the amount of $59.2 million was used for acquisitions (including ~~$45.9~~$42.9 million related to earnout provisions and purchase of minority interests of prior years’ acquisitions) compared to ~~$27.2~~$28.0 million in 2007. Purchases of property and equipment, including software, were ~~$17.5~~$24.3 million in the ~~six~~nine months ended ~~June~~September 30, 2008 compared to ~~$19.2~~$27.6 million in the same period of 2007.

Cash provided by financing activities of continuing operations was ~~$43.6~~$20.4 million for the ~~six~~nine months ended ~~June~~September 30, 2008, compared to cash used in financing activities of continuing operations of ~~$3.9~~$28.7 million for the ~~six~~nine months ended ~~June~~September 30, 2007. In the ~~six~~nine months ended ~~June~~September 30, 2008, proceeds from existing credit facilities were ~~$90.0~~$100.3 million compared to ~~$42.8~~$50.1 million in 2007. Repayment of debt was ~~$52.0~~$85.5 million in the ~~six~~nine months ended ~~June~~September 30, 2008 and ~~$51.7~~$83.2 million in the same period of 2007.

Cash paid for interest decreased $5.0 million for the nine months ended September 30, 2008 compared to the same period in 2007. The reduction is due to the pay down of debt principal with 2007 proceeds from asset dispositions and cash flow from operations.

In 2005, the Company executed a revolving credit agreement, with a bank syndication (the “Credit Agreement”). Borrowings available under the Credit Agreement total up to $225 million. The Credit Agreement includes a $10 million sub-facility for the issuance of letters of credit and up to a $5 million swing loan facility. The credit facility maturity date is September 28, 2010. The Credit Agreement is collateralized by the stock of the Company’s subsidiaries.

At ~~June~~September 30, 2008, the Company had available lines of credit of ~~$175.0~~$189.8 million and the Company was in compliance with the ~~financial~~ covenants of its loan agreements.

First Advantage filed a ~~new~~ Registration Statement with the Securities and Exchange Commission for the issuance of up to 5.0 million shares of our Class A common stock, par value $.001 per share, from time to time as full or partial consideration for the acquisition of businesses, assets or securities of other business entities. The Registration Statement was declared effective on January 9, 2006. A total of 1,338,631 shares were issued for acquisitions as of ~~June 30, 2008.~~

First Advantage filed a Registration Statement with the Securities and Exchange Commission for the issuance of up to 2.0 million shares of our Class A common stock, par value $.001 per share, from time to time for general corporate purposes. The Registration Statement was declared effective on January 3, 2005. No shares have been issued as of JuneSeptember 30, 2008.

The following is a schedule of long-term contractual commitments, as of ~~June~~September 30, 2008, over the periods in which they are expected to be paid.


In thousands	2008		2009		2010		2011		2012		Thereafter		Total		2008		2009		2010		2011		2012		Thereafter		Total
Advertising commitments	$	127	$	—	$	—	$	—	$	—	$	—	$	127	$	109	$	—	$	—	$	—	$	—	$	—	$	109
Minimum contract purchase commitments		1,496		2,065		1,254	��	410		—		—		5,225		584		1,689		887		260		—		—		3,420
Operating leases		9,056		13,928		10,230		7,658		6,507		19,638		67,017		4,476		13,945		10,302		7,580		6,284		19,361		61,948
Debt and capital leases		11,411		9,309		52,535		425		—		—		73,680		2,668		9,870		37,535		424		—		—		50,497
Interest payments related to debt (1)		2,069		2,604		1,883		4		—		—		6,560		1,517		2,051		1,466		—		—		—		5,034

Total (2)	$	24,159	$	27,906	$	65,902	$	8,497	$	6,507	$	19,638	$	152,609	$	9,354	$	27,555	$	50,190	$	8,264	$	6,284	$	19,361	$	121,008

There have been no material changes in the Company’s risk since filing its Form 10-K for the year ended December 31, 2007.

The Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“~~CEO”~~CFO”), after evaluating the effectiveness of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, have concluded that, as of the end of the fiscal quarter covered by this report on Form 10-Q, the Company’s disclosure controls and procedures were effective to provide reasonable assurances that information required to be disclosed in the reports filed or submitted under such Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and such information is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding disclosures.

There was no change in the Company’s internal control over financial reporting during the quarter ended ~~June~~September 30, 2008 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

First Advantage’s subsidiaries are involved in litigation from time to time in the ordinary course of their businesses. The Company does not believe that the outcome of any pending or threatened litigation involving these entities will have a material adverse effect on our financial position, operating results or cash flows.

There have been no material changes from the risk factors previously disclosed in the Company’s Form 10-K for Fiscal Year Ending December 31, 2007.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Incorporated in Delaware		61-1437565
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)


Large accelerated filer ¨		Accelerated filer x		Non-accelerated filer ¨		Smaller reporting company ¨


Part I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Consolidated Balance Sheets as of ~~June~~September 30, 2008 and December 31, 2007 (unaudited)	2

	Consolidated Statements of Income and Comprehensive Income ~~(Loss)~~ for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2008 and ~~June~~September 30, 2007 (unaudited)	3

	Consolidated Statement of Changes in Stockholders’ Equity for the ~~Six~~Nine Months Ended ~~June~~September 30, 2008 (unaudited)	4

	Consolidated Statements of Cash Flows for the ~~Six~~Nine Months Ended ~~June~~September 30, 2008 and ~~June~~September 30, 2007 (unaudited)	5

	Notes to Consolidated Financial Statements (unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2122

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3839

Item 4.	Controls and Procedures	3839

Part II. OTHER INFORMATION

Item 1.	Legal Proceedings	3839

Item 1A.	Risk Factors	3839

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3839

Item 3.	Defaults Upon Senior Securities	3839

Item 4.	Submission of Matters to a Vote of Security Holders	3839

Item 5.	Other Information	3839

Item 6.	Exhibits	39


*(in thousands)*	December 31, 2007
Current assets		3,614
Long term assets		8,438

Total assets of discontinued operations		12,052
Total liabilities of discontinued operations		4,989

Net assets of discontinued operations	$	7,063


*(in thousands)*	December 31, 2007
Current assets	$	3,614
Long term assets		8,438

Total assets of discontinued operations		12,052
Total liabilities of discontinued operations		4,989

Net assets of discontinued operations	$	7,063


*(in thousands)*
Remainder of 2008	$	7,970
2009		15,228
2010		14,189
2011		11,504
2012		10,284
Thereafter		21,111

	$	80,286


*(in thousands)*
Remainder of 2008	$	3,722
2009		14,639
2010		13,917
2011		11,319
2012		10,212
Thereafter		21,113

	$	74,922


Name of Nominee	Votes For	Votes Withheld
Parker Kennedy	484,633,246	284,687
Anand Nallathambi	484,634,070	283,863
J. David Chatham	484,613,393	304,540
Barry Connelly	484,613,283	304,650
Frank McMahon	484,634,976	282,957
Donald Nickelson	484,635,044	282,889
Donald Robert	484,635,183	282,750
Jill Kanin-Lovers	484,631,782	286,151
D. Van Skilling	484,611,388	306,545
David Walker	483,644,180	1,273,753



Date: ~~July 31,~~October 30, 2008	By:	/s/ ANAND NALLATHAMBI
		Anand Nallathambi
		Chief Executive Officer

Date: ~~July 31,~~October 30, 2008	By:	/s/ JOHN LAMSON
		John Lamson
		Chief Financial Officer


Exhibit No.		Description

~~10.1~~		~~Master License Agreement between First American CoreLogic, Inc. and First Advantage Credco, LLC, effective May 7, 2008.~~

~~10.2~~		~~Data Furnisher Agreement by and between First Advantage Credco, LLC and First American CoreLogic, Inc., dated May 7, 2008.~~

~~10.3~~		~~Service Agreement by and between First Advantage Credco, LLC and Rels Reporting Services, LLC, effective January 1, 2008 and executed June 13, 2008.~~

~~10.4~~		~~Computer Systems and Software Lease and License Agreement by and between First Advantage Credco, LLC and Rels Reporting Services, LLC, effective January 1, 2008, and executed June 13, 2008.~~

31.1		Certification pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certifications pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certifications pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002