Corelogic (CLGX) 10-Q 2005 Q3 Quarterly report

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2005

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to                    

Commission file number 001-13585

THE FIRST AMERICAN CORPORATION

(Exact name of registrant as specified in its charter)

Incorporated in California	95-1068610
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1 First American Way, Santa Ana, California	92707-5913
(Address of principal executive offices)	(Zip Code)

(714) 800-3000

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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 if the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

Yes  x    No  ¨

Indicate by check mark if the registrant is a shell company (as defined in Exchange Act Rule 12b-2).

Yes  ¨    No  x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports to be filed by Section 12,13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes  ¨    No  ¨

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

On November 7, 2005, there were 95,861,481 shares of Common stock outstanding.

THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

INFORMATION INCLUDED IN REPORT

Part I:	Financial Information
Item 1.	Financial Statements (unaudited)
	A. Condensed Consolidated Balance Sheets	3
	B. Condensed Consolidated Statements of Income and Comprehensive Income	4
	C. Condensed Consolidated Statements of Cash Flows	5
	D. Condensed Consolidated Statement of Stockholders’ Equity	6
	E. Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18
Part II:	Other Information
Item 1.	Legal Proceedings	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 6.	Exhibits	19

Items 3–5 of Part II have been omitted because they are not applicable with respect to the current reporting period.

CERTAIN STATEMENTS MADE IN THIS QUARTERLY REPORT ON FORM 10-Q INCLUDING THOSE RELATING TO IMPLEMENTATION OF SFAS 123R, PENSION PLAN CONTRIBUTIONS, THE MINNESOTA CLASS ACTION, THE MAGNUSON LITIGATION, ROUTINE LEGAL PROCEEDINGS AND CASH REQUIREMENTS, ARE FORWARD LOOKING. 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: INTEREST RATE FLUCTUATIONS; CHANGES IN THE PERFORMANCE OF THE REAL ESTATE MARKETS; LIMITATIONS ON ACCESS TO PUBLIC RECORDS AND OTHER DATA; GENERAL VOLATILITY IN THE CAPITAL MARKETS; CHANGES IN APPLICABLE GOVERNMENT REGULATIONS; CONSOLIDATION AMONG THE COMPANY’S SIGNIFICANT CUSTOMERS AND COMPETITORS; THE COMPANY’S CONTINUED ABILITY TO IDENTIFY BUSINESSES TO BE ACQUIRED; CHANGES IN THE COMPANY’S ABILITY TO INTEGRATE BUSINESSES WHICH IT ACQUIRES; AND OTHER FACTORS DESCRIBED IN THE COMPANY’S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 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.

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Part I:Financial Information

Item 1: Financial Statements

THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)

	September 30, 2005			December 31, 2004
Assets
Cash and cash equivalents	$	1,628,867		$	1,336,643
Accounts and accrued income receivable, net		542,331			438,365
Income taxes receivable		—			34,074
Investments:
Deposits with savings and loan associations and banks		92,629			94,445
Debt securities		1,073,451			705,674
Equity securities		47,384			46,190
Other long-term investments		364,584			305,571
		1,578,048			1,151,880
Loans receivable, net		92,449			101,341
Property and equipment, net		635,992			593,401
Title plants and other indexes		526,651			497,430
Deferred income taxes		40,753			39,886
Goodwill		1,848,964			1,605,879
Other assets		514,039			409,466
	$	7,408,094		$	6,208,365
Liabilities and Stockholders’ Equity
Demand deposits	$	792,622		$	399,429
Accounts payable and accrued liabilities		942,808			883,761
Deferred revenue		764,341			729,537
Reserve for known and incurred but not reported claims		614,281			526,516
Income taxes payable		82,038			—
Notes and contracts payable		774,657			732,770
Deferrable interest subordinated notes		100,000			100,000
		4,070,747			3,372,013
Minority interests in consolidated subsidiaries		391,527			372,788
Commitments and contingencies Stockholders’ equity:
Preferred stock, $1 par value Authorized - 500 shares; outstanding - none
Common stock, $1 par value:
Authorized - 180,000 shares Outstanding – 95,710 and 90,058 shares		95,710			90,058
Additional paid-in capital		922,949			757,931
Retained earnings		2,013,025			1,696,636
Accumulated other comprehensive loss		(85,864	)		(81,061	)
		2,945,820			2,463,564
	$	7,408,094		$	6,208,365

See notes to condensed consolidated financial statements.

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THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

Condensed Consolidated Statements of Income and Comprehensive Income

(in thousands, except per share amounts)

(unaudited)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2005			2004			2005			2004
Revenues
Operating revenues	$	2,103,153		$	1,680,887		$	5,691,610		$	4,811,518
Investment and other income		58,196			35,541			152,527			98,685
Net realized investment gains		6,833			5,057			12,504			9,106
		2,168,182			1,721,485			5,856,641			4,919,309
Expenses
Salaries and other personnel costs		628,559			545,294			1,778,531			1,553,691
Premiums retained by agents		607,239			458,750			1,632,863			1,341,486
Other operating expenses		460,366			358,694			1,237,713			1,071,971
Provision for policy losses and other claims		126,186			97,975			316,820			255,082
Depreciation and amortization		38,049			32,981			110,998			93,677
Premium taxes		16,954			13,324			45,897			38,954
Interest		15,468			12,462			39,196			32,122
		1,892,821			1,519,480			5,162,018			4,386,983
Income before income taxes and minority interests		275,361			202,005			694,623			532,326
Income taxes		101,100			70,800			255,600			187,500
Income before minority interests		174,261			131,205			439,023			344,826
Minority interests		25,139			23,990			71,246			66,129
Net income		149,122			107,215			367,777			278,697
Other comprehensive income, net of tax
Unrealized gain (loss) on securities		(2,452	)		3,196			(4,803	)		(2,802	)
Minimum pension liability adjustment		—			(7,581	)		—			(10,181	)
		(2,452	)		(4,385	)		(4,803	)		(12,983	)
Comprehensive income	$	146,670		$	102,830		$	362,974		$	265,714
Net income per share (Note 4)
Basic	$	1.56		$	1.21		$	3.92		$	3.27
Diluted	$	1.51		$	1.17		$	3.79		$	3.07
Cash dividends per share	$	.18		$	.15		$	.54		$	.45
Weighted average number of shares (Note 4)
Basic		95,341			88,595			93,852			85,330
Diluted		98,768			91,594			97,307			91,431

See notes to condensed consolidated financial statements.

4

THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	For the Nine Months Ended September 30,
	2005			2004
Cash flows from operating activities
Net income	$	367,777		$	278,697
Adjustments to reconcile net income to cash provided by operating activities-
Provision for policy losses and other claims		316,820			255,082
Depreciation and amortization		110,998			93,677
Minority interests in net income		71,246			66,129
Net realized investment gains		(12,504	)		(9,106	)
Other, net		(49,413	)		(37,696	)
Changes in assets and liabilities excluding effects of company acquisitions and noncash transactions-
Claims paid, net of recoveries		(259,056	)		(194,216	)
Net change in income tax accounts		168,814			68,849
Increase in accounts and accrued income receivable		(78,000	)		(96,910	)
Increase (decrease) in accounts payable and accrued liabilities		39,380			(27,848	)
Increase in deferred revenue		20,781			21,590
Other, net		(56,672	)		(39,119	)
Cash provided by operating activities		640,171			379,129
Cash flows from investing activities
Net cash effect of company acquisitions		(210,820	)		(215,406	)
Net decrease in deposits with banks		5,496			11,464
Net decrease in loans receivable		8,892			3,384
Purchases of debt and equity securities		(512,497	)		(208,961	)
Proceeds from sales of debt and equity securities		48,767			73,407
Proceeds from maturities of debt securities		118,535			22,842
Net decrease in other investments		41,199			10,112
Capital expenditures		(136,363	)		(121,278	)
Purchases of capitalized data		(15,908	)		(18,844	)
Proceeds from sale of property and equipment		6,913			2,970
Cash used for investing activities		(645,786	)		(440,310	)
Cash flows from financing activities
Net change in demand deposits		391,904			37,673
Proceeds from issuance of debt		142,166			194,978
Repayment of debt		(160,058	)		(54,748	)
Repurchase of company stock		(36,941	)		(37,283	)
Proceeds from exercise of stock options		39,433			17,221
Proceeds from the issuance of stock to employee benefit plans		6,274			5,517
Contributions from minority shareholders		10,700			12,100
Distributions to minority shareholders		(47,857	)		(41,670	)
Cash dividends		(47,782	)		(38,891	)
Cash provided by financing activities		297,839			94,897
Net increase in cash and cash equivalents		292,224			33,716
Cash and cash equivalents - Beginning of year		1,336,643			1,167,799
- End of the period	$	1,628,867		$	1,201,515
Supplemental information
Cash paid during the period for:
Interest	$	36,857		$	31,741
Premium taxes	$	44,931		$	46,952
Income taxes	$	88,154		$	120,871
Noncash investing and financing activities:
Shares issued for employee benefit plans	$	119,117		$	50,484
Shares issued in repayment of convertible debt	$	—		$	205,728
Liabilities incurred in connection with company acquisitions	$	108,005		$	203,321
Company acquisitions in exchange for common stock	$	88,005		$	27,058

See notes to condensed consolidated financial statements.

5

THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

Condensed Consolidated Statement of Stockholders’ Equity

(in thousands)

(unaudited)

	Shares		Common Stock			Additional paid-in capital			Retained earnings			Accumulated other comprehensive income (loss)			Total
Balance at December 31, 2004	90,058		$	90,058		$	757,931		$	1,696,636		$	(81,061	)	$	2,463,564
Net income for nine months ended September 30, 2005										367,777						367,777
Dividends on common shares										(51,388	)					(51,388	)
Purchase of Company shares	(1,011	)		(1,011	)		(35,930	)								(36,941	)
Conversion of debt	16			16			473									489
Shares issued in connection with company acquisitions	2,379			2,379			85,626									88,005
Shares issued in connection with option, benefit and savings plans	4,268			4,268			114,849									119,117
Other comprehensive loss													(4,803	)		(4,803	)
Balance at September 30, 2005	95,710		$	95,710		$	922,949		$	2,013,025		$	(85,864	)	$	2,945,820

See notes to condensed consolidated financial statements.

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THE FIRST AMERICAN CORPORATION

AND SUBSIDIARY COMPANIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1 – Basis of Condensed Consolidated Financial Statements

The condensed consolidated financial information included in this report has been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q and Article 10 of SEC Regulation S-X. The principles for condensed interim financial information do not require the inclusion of all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2004. The condensed consolidated financial statements included herein are unaudited; however, in the opinion of management, they contain all normal recurring adjustments necessary for a fair statement of the consolidated results for the interim periods. Certain 2004 amounts have been reclassified to conform to the 2005 presentation.

Note 2 – Escrow and Trust Deposits

The Company administers escrow deposits as a service to its customers. Escrow deposits totaled $6.7 billion and $4.8 billion at September 30, 2005 and December 31, 2004, respectively, of which $706.7 million and $337.4 million were held at the Company’s trust and thrift division. The escrow deposits held at the Company’s trust and thrift division are included in the accompanying consolidated balance sheets, with $168.1 million and $43.3 million included in cash and cash equivalents and $538.6 million and $294.1 million included in debt securities at September 30, 2005 and December 31, 2004, respectively, with offsetting liabilities included in demand deposits. The remaining escrow deposits were held at third party financial institutions. Trust deposits totaled $3.2 billion and $2.9 billion at September 30, 2005 and December 31, 2004, respectively. Escrow deposits held at third party financial institutions and trust deposits are not considered assets of the Company and, therefore, are not included in the accompanying consolidated balance sheets. However, the Company remains contingently liable for the disposition of these assets.

Note 3 – Goodwill and Other Intangible Assets

The Company’s reporting units for purposes of the annual testing for impairment of goodwill are title insurance, home warranty, property and casualty insurance, trust and other services, mortgage origination products and services, mortgage servicing products and services, property information services, conventional credit information, sub-prime credit information, pre-employment and drug screening, tenant screening and risk mitigation.

A reconciliation of the changes in the carrying amount of goodwill, by operating segment, for the nine months ended September 30, 2005, is as follows:

(in thousands)	Balance as of December 31, 2004		Acquired During the Period		Post Acquisition Adjustments			Balance as of September 30, 2005
Financial Services:
Title Insurance	$	376,936	$	145,652	$	1,802		$	524,390
Specialty Insurance		19,794		—		—			19,794
Information Technology:
Mortgage Information		583,722		6,779		—			590,501
Property Information		247,438		29,848		(449	)		276,837
Credit Information		72,450		34,260		—			106,710
Screening Information		305,539		55,515		(30,322	)		330,732
	$	1,605,879	$	272,054		(28,969	)	$	1,848,964

Included in “Post Acquisition Adjustments” for the Screening Information segment is a $33.3 million decrease in goodwill attributable to a reduction in the income tax valuation allowance at the Company’s subsidiary, First Advantage.

There have been no impairments of goodwill during the nine months ending September 30, 2005. The Company had $192.6 million of intangible assets included in “Other assets” at September 30, 2005, with definite lives ranging from three to ten years.

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Note 4 – Earnings Per Share

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in thousands, except per share amounts)	2005		2004		2005		2004
Numerator:
Net Income - numerator for basic net income per share	$	149,122	$	107,215	$	367,777	$	278,697
Effect of dilutive securities convertible debt - interest expense (net of tax)		209		234		644		2,372
Net Income - numerator for dilutive net income per share	$	149,331	$	107,449	$	368,421	$	281,069
Denominator:
Weighted average shares-denominator for basic net income per share		95,341		88,595		93,852		85,330
Effect of dilutive securities:
Employee stock options		2,784		2,277		2,795		2,486
Convertible debt		643		722		660		3,615
Denominator for diluted net income per share		98,768		91,594		97,307		91,431
Basic net income per share	$	1.56	$	1.21	$	3.92	$	3.27
Diluted net income per share	$	1.51	$	1.17	$	3.79	$	3.07

For the three months ended September 30, 2005, there were no antidilutive stock options that were excluded from the computation of diluted earnings per share. For the nine months ended September 30, 2005, six thousand stock options were excluded from the computation of diluted earnings per share due to their antidilutive effect. For the three and nine months ended September 30, 2004, 0.7 million and 0.6 million stock options, respectively, were excluded from the computation of diluted earnings per share due to their antidilutive effect.

Note 5 – Employee Benefit Plans

Net periodic pension cost for the Company’s defined benefit pension and supplemental benefit plans includes the following components:

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(in thousands)	2005			2004			2005			2004
Expense:
Service Cost	$	4,201		$	3,594		$	12,614		$	11,628
Interest Cost		6,258			4,707			18,702			16,079
Expected return on plan assets		(4,262	)		(2,550	)		(12,787	)		(10,434	)
Amortization of prior service cost (benefit)		(398	)		(563	)		(1,189	)		(2,745	)
Amortization of net loss		2,940			167			8,877			6,966
	$	8,739		$	5,355		$	26,217		$	21,494

The Company has contributed $19.0 million to its pension plans for the nine months ended September 30, 2005 and expects to contribute an additional $7.5 million during the remainder of 2005. These contributions are both those required by funding regulations as well as discretionary contributions necessary to provide benefit payments to participants of certain of the Company’s non-qualified supplemental benefit plans.

8

Note 6 – Stock Options

Effective December 15, 2002, the Company adopted Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure” (SFAS 148), which amends Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (SFAS 123). In accounting for its plans, the Company, as allowable under the provisions of SFAS 148, applies Accounting Principles Board Opinions No. 25, “Accounting for Stock issued to Employees” (APB 25). As a result of this election, the Company does not recognize compensation expense for its stock option plans. Had the Company determined compensation cost based on the fair value for its stock options at grant date, net income and earnings per share would have been reduced to the pro forma amounts as follows:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in thousands, except per share amounts)	2005		2004		2005		2004
Net income:
Net income, as reported	$	149,122	$	107,215	$	367,777	$	278,697
Less: stock based compensation expense, net of tax		1,877		1,779		5,686		5,039
Pro forma net income	$	147,245	$	105,436	$	362,091	$	273,658
Earnings per share:
As reported
Basic	$	1.56	$	1.21	$	3.92	$	3.27
Diluted	$	1.51	$	1.17	$	3.79	$	3.07
Pro forma
Basic	$	1.54	$	1.19	$	3.86	$	3.21
Diluted	$	1.49	$	1.15	$	3.73	$	3.02

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123R, “Shared-Based Payment” (SFAS No.123R). This standard is a revision of Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” and supersedes Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” and its related implementation guidance. SFAS No. 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. The standard requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). The cost will be recognized over the period during which an employee is required to provide services in exchange for the award. In April 2005, the Securities and Exchange Commission deferred the effective date of SFAS 123R from the first interim period beginning after June 15, 2005 to the next fiscal year beginning after June 15, 2005. The Company will adopt the standard in the first quarter of 2006 and use the modified prospective method which will require the Company to use the same valuation method currently used for its pro forma disclosures for all unvested options as of December 31, 2005. The Company will be able to use the same valuation method or select a different method for any options granted after December 31, 2005. In addition to stock options, the Company has an employee stock purchase plan that allows eligible employees to purchase common stock of the Company at 85% of the closing price on the last day of each month. Under the provisions of SFAS 123R, commencing the first quarter of 2006 the Company will recognize an expense in the amount equal to the discount. For the nine months ended September 2005, the amount of the discount was $1.1 million. The Company believes that the implementation of SFAS 123R will not have a material adverse effect on its financial condition or results of operations.

Note 7 – Business Combinations

During the nine months ended September 30, 2005, the Company completed 35 acquisitions. These acquisitions were not material, individually or in the aggregate. Of these acquisitions 23 have been included in the Company’s title insurance segment, 2 in the Company’s credit information segment, 2 in the Company’s property information segment, 1 in the Company’s mortgage information segment and 7 in the Company’s screening information segment. The aggregate purchase price for the 28 acquisitions included in the Company’s title insurance, credit information and property information segments was $164.8 million in cash, $49.8 million in notes payable and 2.0 million shares of the Company’s common stock valued at $73.3 million. The 7 acquisitions included in the Company’s screening information segment were completed by the Company’s publicly-traded subsidiary, First Advantage Corporation. The aggregate purchase price for these acquisitions was $31.0 million in cash, $16.9 million in notes payable and .7 million shares, valued at $16.2 million, of First Advantage’s Class A common stock. In accounting for the First Advantage shares issued in these acquisitions, the Company recorded a pretax gain of $8.0 million. The purchase price of each acquisition was allocated to the assets acquired and liabilities assumed using a variety of valuation techniques including discounted cash flow analysis. As a result of the 35 acquisitions, the Company recorded approximately $247.3 million of goodwill and $37.9 million of intangible assets with definite lives.

9

The Company is awaiting information necessary to finalize the purchase accounting adjustments for these acquisitions and the final purchase price allocations could change the recorded assets and liabilities.

In addition to the acquisitions discussed above, the Company also purchased the remaining minority interests in 6 companies already included in the Company’s consolidated financial statements and an equity interest in 12 companies. The total purchase price of these transactions was $25.3 million in cash, $16.3 million in notes payable and .4 million in shares of the Company’s common stock valued at $13.2 million. As a result of these transactions, the Company recorded $24.8 million in goodwill.

On September 14, 2005, the Company contributed its Credit Information Group to First Advantage in exchange for approximately 29.1 million shares of First Advantage Class B common stock. All of the parties involved were under common control and accordingly, the transaction was accounted for using historical values and no gain or loss was recognized. First Advantage also issued approximately 1 million Class B shares to the Company in a $20 million debt-to-equity conversion. These transactions increased the Company’s economic ownership interest in First Advantage from 67 percent to 80 percent. The Credit Information Group includes the Company’s mortgage, automotive, consumer and sub-prime credit businesses.

Note 8 – Segment Information

The Company has six reporting segments that fall within two primary business groups, Financial Services and Information Technology. The Financial Services Group includes Title Insurance and Services and Specialty Insurance. The Information Technology Group includes Mortgage Information, Property Information, Credit Information and Screening Information. Selected financial information by reporting segment is as follows:

For the three months ended September 30, 2005:

(in thousands)	Revenues		Income (loss) before income taxes and minority interests			Depreciation and amortization		Capital expenditures
Financial Services:
Title Insurance and Services	$	1,618,340	$	195,549		$	14,906	$	15,369
Specialty Insurance		78,873		13,605			573		398
		1,697,213		209,154			15,479		15,767
Information Technology:
Mortgage Information		153,616		34,933			5,815		658
Property Information		142,269		42,698			7,355		8,836
Credit Information		85,264		21,000			3,450		537
Screening Information		84,984		5,544			3,685		4,562
		466,133		104,175			20,305		14,593
		2,163,346		313,329			35,784		30,360
Corporate		4,836		(37,968	)		2,265		5,554
	$	2,168,182	$	275,361		$	38,049	$	35,914

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For the three months ended September 30, 2004:

(in thousands)	Revenues		Income (loss) before income taxes and minority interests			Depreciation and amortization		Capital expenditures
Financial Services:
Title Insurance and Services	$	1,237,763	$	123,509		$	11,929	$	23,641
Specialty Insurance		64,838		8,334			538		407
		1,302,601		131,843			12,467		24,048
Information Technology:
Mortgage Information		174,508		52,690			6,173		4,160
Property Information		106,396		30,309			5,979		5,731
Credit Information		62,450		15,172			2,387		677
Screening Information		71,936		7,177			3,282		2,346
		415,290		105,348			17,821		12,914
		1,717,891		237,191			30,288		36,962
Corporate		3,594		(35,186	)		2,693		7,713
	$	1,721,485	$	202,005		$	32,981	$	44,675

For the nine months ended September 30, 2005:

(in thousands)	Revenues		Income (loss) before income taxes and minority interests			Depreciation and amortization		Capital expenditures
Financial Services:
Title Insurance and Services	$	4,316,718	$	467,490		$	43,049	$	69,548
Specialty Insurance		210,421		36,463			1,669		967
		4,527,139		503,953			44,718		70,515
Information Technology:
Mortgage Information		450,277		107,158			18,213		9,996
Property Information		396,813		120,288			20,970		22,521
Credit Information		234,236		60,431			8,181		1,707
Screening Information		240,735		14,450			10,770		9,766
		1,322,061		302,327			58,134		43,990
		5,849,200		806,280			102,852		114,505
Corporate		7,441		(111,657	)		8,146		21,858
	$	5,856,641	$	694,623		$	110,998	$	136,363

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For the nine months ended September 30, 2004:

(in thousands)	Revenues		Income (loss) before income taxes and minority interests			Depreciation and amortization		Capital expenditures
Financial Services:
Title Insurance and Services	$	3,542,755	$	322,583		$	33,002	$	59,258
Specialty Insurance		170,556		32,431			1,594		1,352
		3,713,311		355,014			34,596		60,610
Information Technology:
Mortgage Information		501,214		131,029			18,898		19,350
Property Information		310,266		90,782			17,456		15,051
Credit Information		192,709		42,192			7,461		1,570
Screening Information		198,295		13,816			9,068		3,946
		1,202,484		277,819			52,883		39,917
		4,915,795		632,833			87,479		100,527
Corporate		3,514		(100,507	)		6,198		20,751
	$	4,919,309	$	532,326		$	93,677	$	121,278

Note 9 – Litigation

The Company and its subsidiaries have been named in various class action lawsuits related to its title operations, including suits alleging that premiums charged to builders for title insurance policies violated the Real Estate Settlement Procedures Act and that the Company violated the law by failing to disclose the cost of certain services obtained from third party vendors and any related mark-up of such services. The Company has assessed the potential loss associated with each case based on the existing facts and estimated range of exposure. In cases where the Company has determined that a loss is probable, the Company has recorded a reserve in the amount of the estimated loss; however, actual losses may materially differ from the amounts recorded. The Company does not believe that the ultimate resolution of these cases, either individually or in the aggregate, will have a material adverse affect on its financial condition, results of operations or cash flows.

On January 25, 2005, a jury in the case of Chicago Title Insurance Corporation v. James A. Magnuson, et al. awarded damages in the amount of $43.2 million against a subsidiary of the Company. This matter involved claims of violation of a non-competition agreement and intentional interference with contract. The judgment comprised a compensatory award of $10.8 million and a punitive damage award of $32.4 million. In October 2005 the trial court denied the Company’s motions to set aside the damage awards, among other matters. The Company has filed a notice of appeal with the United States Circuit Court of Appeals. The Company continues to believe it has strong grounds to overturn this judgment. Pending the outcome of our appeal, the Company reserved in a prior quarter $10.0 million in connection with this matter.

The Company is involved in numerous routine legal proceedings related to its operations. While the ultimate disposition of each proceeding is not determinable, the Company does not believe that any of such proceedings will have a material adverse affect on its financial condition or results of operations.

Note 10 – Stockholders’ Equity

On May 19, 2005, the Company announced that its board of directors authorized the increase of its May 18, 2004, $100.0 million stock buy-back plan to $200.0 million. As of September 30, 2005, the Company had repurchased and retired 2.5 million shares of its common stock for a total purchase price of $75.9 million.

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Note 11 – Subsequent Event

On November 8, 2005, the Company and its publicly-traded subsidiary, First Advantage Corporation (First Advantage), announced the joint purchase of a 75% interest in LeadClick Media, Inc., an online lead-generation and marketing company (LeadClick) for $150 million. The Company contributed $45 million in cash in exchange for an equity stake in LeadClick. The remainder of the purchase price consisting of $55 million in cash, $30 million in notes payable, and $20 million in stock was paid by First Advantage.

Under the terms of the stock purchase agreement, the Company and First Advantage are obligated to purchase the additional twenty-five percent of LeadClick over the next three years unless the period is extended upon mutual agreement of the parties. The purchase price for the additional equity stake is based upon a multiple of LeadClick’s earnings before interest, tax, depreciation and amortization.

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

RESULTS OF OPERATIONS

CRITICAL ACCOUNTING POLICIES

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 the year ended December 31, 2004.

OVERVIEW

The Company reported record revenues and profits for the third quarter of 2005, exceeding the $2 billion mark in revenues for the first time in its history. Revenues increased 25.9% and profits before income taxes and minority interests 36.3% quarter over quarter. The Company’s positive performance was affected by strong mortgage origination volume, an increase in market share and in the average revenues per order closed at the title insurance operations, acquisition activity and organic growth at the Company’s specialty insurance, property information, credit information and screening information segments. These factors, coupled with solid expense controls, resulted in net income for the three and nine months ended September 30, 2005, of $149.1 million, or $1.51 per diluted share, and $367.8 million, or $3.79 per diluted share, respectively. Net income for the three and nine months ended September 30, 2004, was $107.2 million, or $1.17 per diluted share, and $278.7 million, or $3.07 per diluted share, respectively.

OPERATING REVENUES

Set forth below is a summary of operating revenues for each of the Company’s segments.

	Three Months Ended September 30,						Nine Months Ended September 30,
	($000)						($000)
	2005		%	2004		%	2005		%	2004		%
Financial Services:
Title Insurance:
Direct operations	$	820,186	39	$	645,203	38	$	2,172,406	38	$	1,820,654	38
Agency operations		756,868	36		569,956	34		2,037,969	36		1,661,104	35
		1,577,054	75		1,215,159	72		4,210,375	74		3,481,758	73
Specialty Insurance		74,678	4		61,617	4		198,972	3		159,956	3
		1,651,732	79		1,276,776	76		4,409,347	77		3,641,714	76
Information Technology:
Mortgage Information		150,117	7		171,698	10		443,089	8		494,282	10
Property Information		132,994	6		100,181	6		371,421	7		291,683	6
Credit Information		83,854	4		60,322	4		228,549	4		185,686	4
Screening Information		84,456	4		71,910	4		239,204	4		198,153	4
		451,421	21		404,111	24		1,282,263	23		1,169,804	24
Total	$	2,103,153	100	$	1,680,887	100	$	5,691,610	100	$	4,811,518	100

Financial Services. Operating revenues from direct title operations increased 27.1% and 19.3% for the three and nine months ended September 30, 2005, respectively, when compared with the same periods of the prior year. These increases were primarily due to increases in the number of title orders closed by the Company’s direct operations and increases in the average revenues per order closed. The Company’s direct operations closed 555,600 and 1,546,500 title orders during the current three and nine month periods, respectively, increases of 12.4% and 8.7% when compared with the same periods of the prior year. These increases reflected strong mortgage origination volumes and market share gains resulting from organic growth and acquisitions. The average revenues per order closed were $1,476 and $1,405 for the three and nine months ended September 30, 2005, respectively, increases of 13.0% and 9.8% when compared with the same periods of the prior year. These increases were primarily due to a decreased mix of lower-premium refinance transactions, an increase in higher-premium resale and commercial activity, and appreciating home values. Operating revenues from agency operations increased 32.8% and 22.7% for the three and nine months ended September 30, 2005, respectively, when compared with the same periods of the prior year. These increases were primarily due to the same factors affecting direct title operations as well as the timing of the reporting of agency remittances.

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Information Technology. Mortgage information operating revenues decreased $21.6 million and $51.2 million for the three and nine months ended September 30, 2005, respectively, when compared with the same periods of the prior year. Included in operating revenues for the current nine-month period were $22.9 million of operating revenues contributed by new acquisitions. There was no acquisition activity for the current three-month period. Included in operating revenues for the prior year periods was a $13.0 million release of deferred revenue due to changes in contractual commitments with an outsourcing customer. Excluding the effects of these items, mortgage information operating revenues decreased $8.6 million, or 5.4%, and $61.1 million, or 12.7%, for the respective periods. These decreases primarily reflect an increase in estimated servicing life of the tax service loan portfolio due to a slowdown in prepayment speeds, which results in the deferral of a larger portion of the tax service fee in early years. Also impacting operating revenues for the mortgage information segment for the nine-month period was the decline in mortgage originations period over period. Operating revenues for the property information segment increased $32.8 million, or 32.8% and $79.7 million, or 27.3%, for the three and nine months ended September 30, 2005, respectively, when compared with the same periods of the prior year. These increases were primarily due to $8.3 million and $25.9 million of operating revenues contributed by new acquisitions for the respective periods and the continued strength in this segment’s subscription-based information businesses. Operating revenues for the credit information segment increased $23.5 million, or 39.0% and $42.9 million, or 23.1% for the three and nine months ended September 30, 2005, respectively, when compared with the same periods of the prior year. These increases were primarily due to $12.7 million and $20.9 million of operating revenues contributed by new acquisitions for the respective periods and organic growth. Screening information operating revenues increased $12.5 million, or 17.4% and $41.1 million, or 20.7% for the three and nine months ended September 30, 2005, respectively, when compared with the same periods of the prior year. These increases were primarily due to $6.5 million and $29.6 million of operating revenues contributed by new acquisitions for the respective periods as well as organic growth.

INVESTMENT AND OTHER INCOME

Investment and other income totaled $58.2 million and $152.5 million for the three and nine months ended September 30, 2005, respectively, representing increases of $22.7 million, or 63.7%, and $53.8 million, or 54.6%, when compared with the same periods of the prior year. These increases resulted primarily from increases in interest income and earnings from unconsolidated affiliates, which are accounted for under the equity method of accounting.

NET REALIZED INVESTMENT GAINS

Net realized investment gains totaled $6.8 million and $12.5 million for the three and nine months ended September 30, 2005, respectively, compared with gains totaling $5.1 million and $9.1 million for the three and nine months ended September 30, 2004.

TOTAL OPERATING EXPENSES

Financial Services. Salaries and other personnel costs for the Financial Services group, which primarily reflects the title insurance segment, were $459.2 million and $1,293.7 million for the three and nine months ended September 30, 2005, respectively, increases of $69.8 million, or 17.9%, and $187.4 million, or 16.9%, when compared with the same periods of the prior year. Excluding new acquisitions, salaries and other personnel costs increased $50.8 million, or 13.1% and $112.3 million, or 10.2% for the three and nine months ended September 30, 2005, respectively. These increases were primarily due to costs incurred to service the increase in new title orders. Salaries and other personnel costs for the Financial Services group as a percentage of operating revenues were 27.8% and 30.5% for the three months ended September 30, 2005 and 2004, respectively, and 29.3% and 30.4% for the nine months ended September 30, 2005 and 2004, respectively.

Agents retained $607.2 million and $1,632.9 million of title premiums generated by agency operations for the three and nine months ended September 30, 2005, respectively, which compares with $458.8 million and $1,341.5 million for the same periods of the prior year. The percentage of title premiums retained by agents ranged from 80.1% to 80.8% due to regional variances (i.e., the agency share varies from region to region and thus the geographical mix of agency revenues causes this variation).

Other operating expenses for the Financial Services group, which primarily reflect the title insurance segment, were $262.6 million and $698.0 million for the three and nine months ended September 30, 2005, respectively, increases of $58.2 million, or 28.5%, and $101.7 million, or 17.1%, when compared with the same periods of the prior year. These increases were primarily due to $17.0 million and $49.6 million of other operating expenses associated with new acquisitions for the respective periods, $7.6 million of litigation related charges incurred during the third quarter 2005 and incremental costs incurred to service the increasing inventory of orders at the title insurance operations. Other operating expenses for the Financial Services group as a percentage of operating revenues were 15.9% and 16.0% for the three months ended September 30, 2005 and 2004, respectively, and 15.8% and 16.4% for the nine months ended September 30, 2005 and 2004, respectively.

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The provision for policy losses and other claims primarily represents title insurance claims, home warranty claims and property and casualty insurance claims. For the title insurance segment, the Company increased the claims provision as a percentage of title insurance operating revenues to 5.0% for the current quarter, up from 4.1% for the same period of the prior year. This increase reflects the claims intensity of policy year 2005, which increased when compared with policy year 2004 as a result of the shift from a refinance market to a more claims intensive resale market. For the home warranty business, the claims provision as a percentage of home warranty operating revenues was 55.8% for the current three-month period and 49.4% for the same period of the prior year. This increase in rate was primarily due to an increase in the average cost per claim as a result of recent geographical expansion into higher claim-cost states. For the property and casualty business, the claims provision as a percentage of property and casualty insurance operating revenues was 47.1% for the current three-month period and 82.0% for the same period of the prior year. Included in the prior year period was $6.2 million of claims expense associated with the Florida hurricanes of 2004. The Company’s property and casualty business no longer writes business in the state of Florida.

Premium taxes, which relate to the title insurance and specialty insurance segments, were $17.0 million and $45.9 million for the nine months ended September 30, 2005 and 2004, respectively. Premium taxes as a percentage of title insurance and specialty insurance operating revenues were 1.0% and 1.1% for the current nine-month period and for the same period of the prior year, respectively.

Information Technology.Information technology personnel and other operating expenses were $332.4 million and $933.1 million for the three and nine months ended September 30, 2005, respectively, increases of $49.8 million and $87.7 million when compared with the same periods of the prior year. Excluding acquisition activity, information technology personnel and other operating expenses increased $23.5 million, or 8.3% for the current three-month period and decreased $7.4 million, or 0.9% for the current nine-month period. The increase for the current three-month period was primarily due to $9.1 million of costs related to the Company’s default division. These costs included expenses associated with relocating and consolidating operations, the write down of certain software and other related expenses. Also contributing to the increase for the current quarter were expenses incurred primarily at the property information and screening information segments to service the increase in business volume. The decrease for the current nine-month period primarily reflects a decline in incremental costs at the Company’s mortgage information segment associated with its decreased business volume.

INCOME BEFORE INCOME TAXES AND MINORITY INTERESTS

Set forth below is a summary of income before income taxes and minority interests for each of the Company’s segments (in thousands except percentages).

	Three Months Ended September 30,								Nine Months Ended September 30,
	($000)								($000)
	2005			%	2004			%	2005			%	2004			%
Financial Services:
Title Insurance	$	195,549		63	$	123,509		52	$	467,490		58	$	322,583		51
Specialty Insurance		13,605		4		8,334		4		36,463		5		32,431		5
		209,154		67		131,843		56		503,953		63		355,014		56
Information Technology:
Mortgage Information		34,933		11		52,690		22		107,158		13		131,029		21
Property Information		42,698		13		30,309		13		120,288		15		90,782		14
Credit Information		21,000		7		15,172		6		60,431		7		42,192		7
Screening Information		5,544		2		7,177		3		14,450		2		13,816		2
		104,175		33		105,348		44		302,327		37		277,819		44
Total before corporate expenses		313,329		100		237,191		100		806,280		100		632,833		100
Corporate expenses		(37,968	)			(35,186	)			(111,657	)			(100,507	)
Total	$	275,361			$	202,005			$	694,623			$	532,326

In general, the title insurance business is a lower profit margin business when compared to the Company’s other segments. The lower profit margins reflect the high cost of producing title evidence whereas the corresponding revenues are subject to

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regulatory and competitive pricing restraints. Due to this relatively high proportion of fixed costs, title insurance profit margins generally improve as closed order volumes increase. In addition, title insurance profit margins are affected by the composition (residential or commercial) and type (resale, refinancing or new construction) of real estate activity. Profit margins from resale and new construction transactions are generally higher than from refinancing transactions because in many states there are premium discounts on, and cancellation rates are higher for, refinance transactions. Title insurance profit margins are also affected by the percentage of operating revenues generated by agency operations. Profit margins from direct operations are generally higher than from agency operations due primarily to the large portion of the premium that is retained by the agent. Most of the businesses included in the Information Technology group are database intensive, with a relatively high proportion of fixed costs. As such, profit margins generally improve as revenues increase. Revenues for the mortgage information segment, like the title insurance segment, are primarily dependent on the level of real estate activity and the cost and availability of mortgage funds. Revenues for the property information segment are, in part, dependent on real estate activity, but are less cyclical than title insurance and mortgage information revenues as a result of a significant subscription-based revenue stream. Revenues for the credit information segment are in part impacted by real estate activity, but also by the consumer and automobile sectors. Corporate expenses totaled $38.0 million and $111.7 million for the three and nine months ended September 30, 2005, respectively, increases of $2.8 million and $11.2 million when compared with the same periods of the prior year. These increases were primarily due to $2.9 million of costs incurred during the third quarter 2005 in connection with the contribution of the Company’s credit segment to its publicly traded subsidiary, First Advantage Corporation.

INCOME TAXES

The effective income tax rate (income tax expense as a percentage of pretax income after minority interest expense) was 41.0% for the nine months ended September 30, 2005, and 40.2% for the same period of the prior year. The increase in effective rate was primarily attributable to one-time expenses totaling $12.7 million incurred during the second and third quarters of 2005 that were not deductible for income taxes purposes. These one-time charges included the $5.0 million settlement reached with the California Department of Insurance and merger expenses totaling $6.9 million incurred by the Company and its subsidiary, First Advantage Corporation. A large portion of the Company’s minority interest expense is attributable to a limited liability company subsidiary which, for tax purposes, is treated as a partnership. Accordingly, no income taxes have been provided for that portion of the minority interest expense.

MINORITY INTERESTS

Minority interest expense was $25.1 million and $71.2 million for the three and nine months ended September 30, 2005, respectively, increases of $1.1 million and $5.1 million when compared with the same periods of the prior year. These increases were primarily attributable to the increase in operating results of the Company’s joint venture with Experian.

NET INCOME

Net income for the three and nine months ended September 30, 2005, was $149.1 million, or $1.51 per diluted share, and $367.8 million, or $3.79 per diluted share, respectively. Net income for the three and nine months ended September 30, 2004, was $107.2 million, or $1.17 per diluted share, and $278.7 million, or $3.07 per diluted share, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Total cash and cash equivalents increased $292.2 million for the nine months ended September 30, 2005, and increased $33.7 million for the nine months ended September 30, 2004. The increase for the current year period was primarily due to cash provided by operating activities and deposits at the Company’s trust and thrift divisions, offset in part by purchases of debt and equity securities, cash paid for company acquisitions, and capital expenditures. The increase for the prior year period was due primarily to cash provided by operating activities, offset in part by cash paid for company acquisitions and capital expenditures.

Notes and contracts payable as a percentage of total capitalization decreased to 20.8% at September 30, 2005 from 22.7% at December 31, 2004. This decrease was primarily due to an increase in equity due primarily to net income for the current period and shares issued in connection with company acquisitions and employee benefit plans.

Management believes that all of its anticipated operating cash requirements for the immediate future will be met from internally generated funds.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company’s primary exposure to market risk relates to interest rate risk associated with certain financial instruments. Although the Company monitors its risk associated with fluctuations in interest rates, it does not currently use derivative financial instruments to hedge these risks.

The Company is also subject to equity price risk as related to its equity securities. Although the Company has operations in certain foreign countries, these operations, in the aggregate, are not material to the Company’s financial condition or results of operations.

There have been no material changes in the Company’s risks since filing its Form 10-K for the year ended December 31, 2004.

Item 4. Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer, 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.

There was no change in the Company’s internal control over financial reporting during the quarter ended September 30, 2005 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II:Other Information

Item 1. Legal Proceedings

The Company and its subsidiaries have been named in various class action lawsuits related to its title operations, including suits alleging that premiums charged to builders for title insurance policies violated the Real Estate Settlement Procedures Act and that one of our subsidiaries violated the law by failing to disclose the cost of certain services obtained from third party vendors and any related mark-up of such services. We have assessed the potential loss associated with each case based on the existing facts and estimated range of exposure. In cases where we have determined that a loss is probable, we have recorded a reserve in the amount of the estimated loss; however, actual losses may materially differ from the amounts recorded. We do not believe that the ultimate resolution of these cases, either individually or in the aggregate, will have a material adverse affect on its financial condition, results of operations or cash flows.

On January 25, 2005, a jury in the case of Chicago Title Insurance Corporation v. James A. Magnuson, et al. awarded damages in the amount of $43.2 million against a subsidiary of the Company. This matter involved claims of violation of a non-competition agreement and intentional interference with contract. The judgment comprised a compensatory award of $10.8 million and a punitive damage award of $32.4 million. In October 2005 the trial court denied our motions to set aside the damage awards, among other matters. We have filed a notice of appeal with the United States Circuit Court of Appeals. We continue to believe we have strong grounds to overturn this judgment. Pending the outcome of our appeal, we reserved in a prior quarter $10.0 million in connection with this matter.

The Company is involved in numerous routine legal proceedings related to its operations. While the ultimate disposition of each proceeding is not determinable, the Company does not believe that any of such proceedings will have a material adverse affect on its financial condition or results of operations.

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

The following table describes purchases by the Company of the Company’s Common shares which settled during each period set forth in the table. Prices in column (b) include commissions. Purchases described in column (c) were made pursuant to the share repurchase program announced by the Company on May 18, 2004. On May 19, 2005, the Company announced an amendment to this plan, which amendment increased the amount of shares that the Company may repurchase by $100

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million. The amounts in column (d) reflect the effect of this amendment. Under this plan, which has no expiration date, the Company may repurchase up to $200 million of the Company’s issued and outstanding Common shares.

	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
Period
July 1 to July 31, 2005	—	$	—	—	$	134,117,777
August 1 to August 31, 2005	30,000	$	41.08	30,000	$	132,885,377
September 1 to September 30, 2005	202,800	$	43.35	202,800	$	124,094,956
Total	232,800	$	43.05	232,800	$	124,094,956

Item 6. Exhibits

See Exhibit Index.

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SIGNATURES

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.

	THE FIRST AMERICAN CORPORATION
	(Registrant)
	/s/ Thomas A. Klemens
	Thomas A. Klemens
	Senior Executive Vice President, Chief Financial Officer
	/s/ Max O. Valdes
	Max O. Valdes
Date: November 9, 2005	Vice President, Chief Accounting Officer

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EXHIBIT INDEX

Exhibit No.	Description
(3)	Bylaws of The First American Corporation, as amended
(10)(a)	Amendment No. 4, dated September 1, 2005, to Management Supplemental Benefit Plan
(10)(b)	Amendment No. 6, dated September 1, 2005, to Executive Supplemental Benefit Plan
(31)(a)	Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
(31)(b)	Certification by Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
(32)(a)	Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
(32)(b)	Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350

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