UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 10-K
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20182019

OR
o
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
__________________cllogovcmyk20printjpg003a06.jpg
CoreLogic, Inc.CORELOGIC, INC.
(Exact name of registrant as specified in its charter)

Delaware95-1068610
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
40 Pacifica, Irvine, California, 92618-7471
40 PacificaIrvineCalifornia92618
(Street Address)(City)(State)(Zip Code)

(949) 214-1000
(Address of principal executive offices) (Zip Code)
(949) 214-1000
Registrant’s telephone number, including area codecode)
__________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:Trading symbol(s):Name of exchange on which registered:
Common Stock, $0.00001 par valueCLGXNew York Stock Exchange
(Title of each class)(Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act:

None
__________________



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes oNo x

Indicate by check mark whether the registrant: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   o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes  x     No   o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrantregistrant: is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”company,” and "emerging“emerging growth company"company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerx
Accelerated filero
Non-accelerated filero
Smaller reporting companyo
  
Emerging growth companyo
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

Yes  No   

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of June 29, 2018,28, 2019, the last business day of the registrant's most recently-completed second fiscal quarter was $4,174,225,293.$3,312,766,221.

On February 22, 2019,24, 2020, there were 80,092,02078,981,054 shares of common stock outstanding.


DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement with respect to the 20192020 annual meeting of the stockholders are incorporated by reference in Part III of this report. The definitive proxy statement or an amendment to this Form 10-K will be filed no later than 120 days after the close of the registrant’s fiscal year.
 





CoreLogic,

CoreLogic, Inc.
Table of Contents



PART I


Item 1. Business


The Company


We are a leading global property information, analytics, and data-enabled software platforms, and services provider operating in North America, Western Europe, and Asia Pacific. Our vision is to deliver unique property-level insights that power the global real estate economy. Our mission is to empower our clients to make smarter decisions through data-driven insights.


With our data as a foundation, we provide software platforms and value-added business services that address the unique needs of the mortgage, real estate, insurance, capital, markets, public sector, and rental property markets. We believe theThe quality of theour software platforms and services we offer is distinguished by our broad range of data sourcesassets and our experience in aggregating, organizing, normalizing, processing, and delivering data.data on a large-scale basis. Our databases include over 900 million historical property transactions, over 100 million mortgage applications andstructured property-specific data, covering approximatelyconsisting of over 150 million parcel records, covers 99% of the United States ("US"), includes both residential properties,and commercial real estate data and is enriched by over 1 billion historical sales, mortgage, and pre-foreclosure transactions. Our consortium data covers loan level mortgage performance, appraisal, as well as commercial locations, totaling over 150mortgage application data and is in excess of 300 million records. We are also the industry's first parcel-based geocoder and have developed a proprietary parcelspatial database covering more than 150 million parcelsparcel polygons across the US. These databases provideenable our clients withto access detailed coverage of property mortgagesinsights, current and otherhistorical mortgage data, involuntary property liens and encumbrances, property riskbuilding construction and replacement cost,costs, consumer credit, tenancy, location intelligence, hazard, and other natural risk factors as well as mortgage risk and relatedportfolio performance information.data.


We have more than one million usersend-users who rely on our data and predictive decision analytics to reduce risk, enhance transparency, and improve the performance of their businesses.


We offer our clients a comprehensive national database covering real property and mortgage information, judgments and liens, building and replacement costs, parcel and geospatial data, criminal background records, eviction information, non-prime lending records, credit information, and tax information, among other data types. Using these robust datasets, we have built strong value-added analyticsanalytical capabilities and business services to meet our clients’ needs for property tax processing, property valuation, mortgage and automotive credit reporting, tenancy screening, hazard risk, property risk and replacement cost, flood plain location determination, and other geospatial data, analytics, and related services.


We became a stand-alone public company on June 1, 2010, when we completed a transaction in which we separated from the financial services businesses of our predecessor company, The First American Corporation ("FAC") (referred to as the "Separation"). To effect the Separation, we entered into a Separation and Distribution Agreement (“Separation and Distribution Agreement”) that governs the rights and obligations of us and First American Financial Corporation ("FAFC") regarding the distribution. It also governs the on-going relationship between us and FAFC subsequent to the completion of the Separation and provides for the allocation of assets and liabilities between us and FAFC. In addition, we also entered into a Tax Sharing Agreement (“Tax Sharing Agreement”) with FAC and FAFC. FAC was incorporated in California in 1894, and as part of the Separation, we reincorporated in Delaware on June 1, 2010, changed our name to CoreLogic, Inc. and began trading on the New York Stock Exchange under the symbol “CLGX.” As used herein, the terms "CoreLogic," the "Company," "we," "our" and "us" refer to CoreLogic, Inc. and our consolidated subsidiaries, except where it is clear that the terms mean only CoreLogic, Inc. and not our subsidiaries. Our executive offices are located at 40 Pacifica, Irvine, California, 92618-7471, our telephone number is (949) 214-1000, and our website is www.corelogic.com.


Corporate Events


Dividend

In December 2019, we announced the initiation of a quarterly cash dividend to common shareholders. CoreLogic paid a cash dividend of $0.22 per share of common stock on January 24, 2020 to shareholders of record on the close of business January 10, 2020.

Business Exits & Transformation


In December 2018, we announced theour intent to exit a loan origination software unit and its remaining legacy default management related platforms, over the next 24 months, as well as accelerate an appraisal management company ("AMC") transformation program. We believe these actions will expand our overall profit margins and provide for enhanced long-term organic growth trends. We will assessIn September 2019, we divested our default management related platforms and may incur cash and non-cash charges associated with these actions.received proceeds of $3.8 million. The AMC

transformation was concluded in December 31, 2019. For the year ended December 31, 2019, operating revenues decreased by $61.9 million attributable to the aforementioned business exists and strategic transformation compared to 2018. We also recorded non-cash impairment charges of $47.8 million and severance expense of $5.3 million in 2019 relating to the AMC transformation program.

Acquisitions


We opportunistically acquire on an opportunistic basis, companies, businesses, products, and services to grow market share in the mortgage, real estate, insurance, capital, markets, public sector, and rental property markets. We also identify opportunities that complement our strengths and/or diversifiesdiversify our exposure from the mortgage and real estate market.



During 2018,2019, we completed the acquisitionsacquisition of eTech Solutions Limited ("eTech"), a la mode technologies,National Tax Search, LLC ("a la mode"), Breakaway Holdings, LLC ("HomeVisit") and Symbility Solutions Inc. ("Symbility"NTS") for total net cash of approximately $219.6$13.2 million. eTechThis acquisition included contingent consideration of up to $7.5 million to be paid in cash by 2022, contingent upon the achievement of certain revenue targets in fiscal years 2020 and 2021. NTS is a leading provider of innovative mobile surveying and workflow management software that enhances productivity and mitigates risk for participants in the U.K. valuation market. The acquisition of eTech expands our U.K. presence and strengthens our technology platform offerings. a la mode is a provider of subscription-based software solutions that facilitate the aggregation of data, imagery and photographs in a government-sponsored enterprise compliant format for the completion of US residential appraisals. The acquisition of a la mode contributes to our continual development and scaling of our end-to-end valuation solutions workflow suite, which includes data and market insights, analytics as well as data-enabledcommercial property tax payment services and platforms. HomeVisit is a leading provider of marketing focused real estate solutions, includingspecializes in identifying potential collateral loss related to unpaid property listing photography, videography, 3D modeling, drone imagerytax, homeowner's association fees, and related services. Given anticipated synergy with our pre-existing real estate solutions platforms,inaccurate flood zone determinations. The NTS acquisition increases the acquisition of HomeVisitCompany's commercial property tax offerings and is expected to enabledrive future growth in the next generation of property marketing solutions for real estate professionals, MLS, brokers and agents across North America. Symbility is a leading global provider of cloud-based property claims workflow solutions for the property and casualty insurance industry, headquartered in Canada. The acquisition of Symbility further progresses our long-term strategic plan by adding scale to our insurance and spatial businesses and international presence.US. See Note 17 - Acquisitions of the Notes to Consolidated Financial Statements included in Item 8 - Financial Statements and Supplementary Data of this Annual Report on Form 10-K for further discussion.

Financing Activities

In May 2019 we amended our credit agreement (as amended, the "Credit Agreement") with Bank of America, N.A., as the administrative agent and other financial institutions. The Credit Agreement provides for a $1.8 billion five-year term loan facility (the "Term Facility"), and a $750.0 million five-year revolving credit facility (the "Revolving Facility"). The Term Facility matures, and the Revolving Facility expires, in May 2024. The Revolving Facility includes a $100.0 million multicurrency revolving sub-facility and a $50.0 million letter of credit sub-facility. The Credit Agreement also provides for the ability to increase the Term Facility and Revolving Facility by up to $300.0 million in the aggregate; however, the lenders are not obligated to do so. See Note 8 - Long Term Debt of the Notes to Consolidated Financial Statements included in Item 8 - Financial Statements and Supplementary Data of this Annual Report on Form 10-K for further discussion.
    
Technology Transformation


In September 2018, we announced the adoption of the Google Cloud Platform ("GCP") as a foundational element of our ongoing technology transformation program to further expand infrastructure capabilities and drive efficiencies. We expect to complete the initial deployment of GCP over the next 2412 months. Once implemented, CoreLogic plans to leverage the capabilities of the cloud platform to achieve best-in-class system performance and reliability and to facilitate the deployment of unique business insights fueled by gold-standard data, information, and analytics. Additionally, we expect to realize significant cost efficiencies and enhanced security.security upon implementation.


Our Data


Our data is the foundation of many of our products, analyticsplatforms, and services, and can generally be categorized as property information, mortgage information, and consumer information. We obtain our data from a variety of sources, including but not limited to, data gathered from public sources, data contributed by our clients, and data obtained from other industry leading data aggregators.


We gather a variety of data from public sources, including electronic data and documents from federal, state, and local governments. Wegovernments and enhance our public recordthis information with thethrough advanced analytics, artificial intelligence, and machine learning, leveraging data we collect from other public and non-public sourcessources. This allows us to create comprehensive textual and geospatial views of each property within our coverage areas, including physical property characteristics, boundaries and tax values, current and historical ownership, voluntary and involuntary liens, tax assessments and delinquencies, replacement cost, property risk including environmental, flood, and hazard information, criminal data, building permits, local trends, and nationwide summary statistics.


Our clientSpecific agreements typicallyexist which govern the use ofdata contributed to our client-contributed data.consortium data assets by our clients. These contractual arrangements often permit our clientsprovide the necessary permissions to use ourenable us to deliver solutions which incorporate theiracross several vertical markets using the client contributed data. We generally structure our clientend-user agreements to specifyconsortium data solutions to acknowledge the particularspecific uses of the data our clients contribute and to provide the required levels of data privacy and protection. Our contributedprotection for the consortium contributors’ data. Consortium data

includes loan performance information, (from loan servicers, trustees, securitizers, issuers and others), appraisal information, information regarding property rental and under-banked loan applications, from various loan originators, and information regarding landlords andrental property owners.information.


In addition, weWe gather property listing and tenant/landlord rental information from Boards of Realtors®, real estate agents, brokers, landlords, and owners of multi-tenant properties. We collect appraisalsacquire appraisal and property valuationsvaluation from appraisers, and we license consumer credit history information from nationwide credit reporting agencies, lenders and auto dealers.agencies.


Business Segments


We have organized our business into the following two segments: Property Intelligence & Risk Management Solutions ("PIRM") and Underwriting & Workflow Solutions ("UWS").


We believe that we hold the leading market position for many of our solutions, including:



property tax processing, based on the number of loans under service;
flood zone determinations, based on the number of flood zone certification reports issued;
credit and income verification services to the US mortgage lending industry, based on the number of credit reports issued;
property valuation and technology platform solutions, based on the number of in-house staff appraisers and inquiries received; and
multiple listing services ("MLS"), based on the number of active desktops using our technology.


In addition to our two reporting segments, we also have a corporate group, which includesbears costs and expenses not allocated to our segments. More detailed financial information regarding each of our business segments is included in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations as well as Note 18 - Segment Information of the Notes to the Consolidated Financial Statements included in Item 8. Financial Statements and Supplementary Data of Part II of this report.


Solutions


Property Intelligence & Risk Management Solutions


Our PIRM segment delivers unique housing market and property-level insights, predictive analytics, and risk management capabilities. We have also developed proprietary technology and software platforms to access, automate, orand track this information, andas well as assist our clients with decision-making and compliance tools in the real estate industry, insurance industry, and the single and multifamily industry. We deliver this information directly to our clients in a standard format over the web, through hosted software platforms or in bulk data form. Our solutions include property insights and insurance &and spatial solutions in North America, Western Europe, and Asia Pacific.


Our property insights combine our patented predictive analytics andwith our proprietary and contributed data to enable our clients to improve customer acquisition and retention, detect and prevent fraud, improve mortgage transaction cycle time and cost efficiency, identify real estate trends and neighborhood characteristics, track market performance, and increase market share. Our data is comprised of real estate information, withincorporating crime, site inspection, neighborhood, document images, and other information from proprietary sources. We also provideoffer verification of applicant income, identity, and certain employment verification services using Internal Revenue Service ("IRS") and Social Security Administration databases, as well as third-party employment data providers. Further, we maintain the leading market share of real estate listing software systems, with provisioning to more than 50% of all US and Canadian real estate agents. We also provide a full range of professional services to listing organizations and assist our clients in identifying revenue opportunities and improving member services.


Our insurance &and spatial solutions provide property and casualty insurers, energy, and other markets the solutions requiredability to more effectively locate, assess, and manage property-level assets and risks through location-based data, property content, proprietary workflow solutions, and analytics. In addition to the industry's first parcel-based geocoder and an industry-leading parcel database covering more than 155150 million parcels across the US, we maintain critical and up-to-date information across multiple hazard databases including information on storm, land-based, fire, and even non-weather-related hazards.


Underwriting & Workflow Solutions


Our UWS segment provides comprehensive mortgage origination and monitoring solutions, including underwriting-related solutions and data-enabled valuations and appraisals. We have also developed proprietary technology and software platforms to access, automate, orand track this information, andas well as assist our clients with vetting and on-boarding prospects, meeting

compliance regulations, and understanding, diagnosingevaluating, and monitoring property values. Our UWS solutions include property tax solutions, valuation solutions, credit solutions, and flood servicesdata solutions in North America.


Our property tax solutions are built from aggregated property tax information from over 20,000 taxing authorities. We use this information to advise mortgage originators and servicers of the property tax payment status of loans in their portfolio and to monitor that status over the life of the loans. If a mortgage lender requires tax payments to be impounded on behalf of its borrowers, we can also monitor and oversee the transfer of these funds to the taxing authorities and provide the lender with payment confirmation.


Our valuations solutions represent property valuation-related, data-driven services, and analytics combined with collateral valuation workflow technologies, which assist our clients in assessing risk of loss using both traditional and alternative forms of property valuation, driving process efficiencies, and ensuring compliance with lender and governmental regulations. We have been building collateral risk management models for more than 20 years and provide collateral

information technology and solutions that automate property appraisal ordering, tracking, documentation, and review for lender compliance with government regulations.


Our credit solutions have access to one of the largest consumer and business databases, which enables us to provide credit, income, and incomeemployment verification services to the mortgage and automotive industries. We provide comprehensive information about credit history, income verification, and home address history. We normalize our data to provide a broad range of advanced business information solutions designed to reduce risk and improve business performance.


Our flood data solutions provide flood zone determinations in accordance with the US Federal legislation passed in 1994, which requires that most mortgage lenders obtain a determination of the current flood zone status at the time each loan is originated and obtain applicable updates during the life of the loan. We provide flood zone determinations primarily to mortgage lenders.


Clients


Our clients are predominantly financial services institutions in the mortgage and insurance industries. We provide our solutions to national and regional mortgage lenders, servicers, brokers, credit unions, commercial banks, investment banks, fixed-income investors, real estate agents, MLS companies, property management companies, real estate investment trusts, property and casualty insurance companies, government agencies, and government-sponsored enterprises.


Our more significant client relationships tend to be long-term in nature and we typically provide a number of different solutions to each client. Because of the depth of these relationships, we derive a significant portion of our aggregate revenue from our largest clients, with 31.3%29.8% of our 20182019 operating revenues being generated by our ten largest clients. None of our clients individually accounted for greater than 10% of our operating revenues for the year ended December 31, 2018.2019.


Competition


We offer a diverse array of specialized products and services that compete directly and indirectly with similar products and services offered by national and local providers. We believe there is no single competitor who offers the same combination of products and services that we do. Therefore, we believe that we compete with a broad range of entities.


Our PIRM segment competes with entities that provide access to data or data-based analytics products and services as part of their product offerings, including Black Knight, Inc., which provides real estate information, analytics, valuation-related services, and other solutions,solutions; ATTOM Data, which provides public records data,data; FAC, which provides real estate, home ownership and property data,data; Verisk Analytics, Inc., which provides data and risk assessment in the insurance and financial services industries, as well as RealPage, Inc. and Yardi Systems, Inc., which provide services in the multifamily residential industry. We also compete with departments within financial institutions that utilize internal resources to provide similar analytics and services on a captive basis. We compete based on the breadth and quality of our data sets, the exclusive nature of some of our key data sets, the quality and effectiveness of our products, and the integration of our platforms into client systems. We believe the data we offer is distinguished by quality, the broad range of our data sources (including non-public sources), the volume of records we maintain, and our ability to provide data spanning a historical period of time that exceeds comparable data sets of most of our competitors.


Our UWS segment competes with third-party providers such as Black Knight, Inc. and Lereta LLC, which provide tax and flood services,solutions, as well as credit and screening solutions providers such as Equifax, Inc., Credit Plus, Kroll Factual Data;Data, Clear Capital, Solidifi, and ServiceLink, which provide valuation-related services. For these services, we compete largely based on

the quality of the products and services we provide, our ability to provide scalable services at competitive prices, and our ability to provide integrated platforms. We also compete with departments within financial institutions that utilize internal resources to provide similar services on a captive basis. We generally compete with captive providers based on the quality of our products and services, the scalability of our services, cost efficiencies, and our ability to provide some level of risk mitigation.


Sales and Marketing


Our sales strategy is client-focused, and resources are primarily assigned based on client size and complexity. Several of our sales team members and subject matter experts specialize in specific solutions, products, and services. Each of our sales executives develops and maintains key relationships within each client’s business units and plays an important role in relationship management as well as developing new business. Our sales executives understand the current marketplace

environment and demonstrate extensive knowledge of our clients’ internal operating structure and business needs. The depth and breadth of our relationships with our clients allows us to develop and implement solutions that are tailored to the specific needs of each client in a prompt and efficient manner.


Smaller clients, measured by revenue or geographic coverage, are primarily managed through our inside sales operations function which is responsible for working with mortgage and real estate brokers, smaller property and casualty insurance companies, fixed-income investors, appraisers, real estate agents, correspondents, and other lenders.


Several of our product and service lines have sales teams and subject matter experts who specialize in specific solutions, products, and services. These sales teams and subject matter experts work collaboratively with our sales executives and our inside sales operations to assist with client sales by combining our data, products, and data-enabled services to meet the specific needs of each client and may be assigned to assist with sales in targeted markets for certain categories of clients or for particular service groups.


Our marketing strategy is to accelerate growth by building trusted relationships with our clients and delivering superior value through unique property-related data, analytics, and data-enabled solutions. We use the most efficient methods available to successfully identify, target, educate, and engage potential and existing clients through their preferred channel of communication. Employing client-centric marketing initiatives and campaigns, we clearly articulate our value proposition to build awareness, familiarity and interest in our business solutions, demand for our products and services, andas well as increase volume, quality, and velocity of sales opportunities. Our marketing activities include direct marketing, advertising, public relations, event marketing, digital marketing, social media, and other targeted activities.


Acquisitions and Divestitures


Historically, we have increased the scale of our existing businesses and entered new markets, products, and services through selective acquisitions that we believe strengthen our overall solution offerings and value proposition to clients. We continually evaluate our business mix and opportunistically seek to optimize our business portfolio through acquisitions and divestitures.


Intellectual Property


We own significant intellectual property rights, including patents, copyrights, trademarks, and trade secrets. We consider our intellectual property to be proprietary and we rely on a combination of statutory (e.g., copyright, trademark, trade secret, and patent) and contractual safeguards in an intellectual property enforcement program to protect our intellectual property rights.


We have more than 50 issued patents in the US covering business methods, software, and systems patents, principally relating to automated valuation, fraud detection, data gathering, flood detection, MLS technology, and property monitoring. We also have 18at least 19 patent applications pending in these and other areas in the US. In addition, we have a number of issued patents and pending patent applications internationally, including in Canada and Australia. The protection of our proprietary technology is important to our success and we intend to continue to protect those intellectual property assets for which we have expended substantial research and development capital and are material to our business.


In addition, we own more than 300 trademarks in the US and foreign countries, including the names of our products and services as well as our logos and tag lines, many of which are registered. Many of our trademarks, trade names, service marks, and logos are material to our business, as they assist our clients in identifying our products and services and the quality that stands behind them.


We own more than 1,000 registered and unregistered copyrights in the US and foreign countries, covering computer programs, reports, and manuals. We also have other literary works, including marketing materials, handbooks, presentations, and website content that are protected under common law copyright. We believe our written materials are essential to our business as they provide our clients with insight into various areas of the financial and real estate markets in which we operate.


Our research and development activities focus primarily on the design and development of our analytical tools, software applications, and data sets. We expect to continue our practice of investing in the development of new software applications and systems in response to the market and client needs we identify through client input collected in meetings, phone calls, and web surveys. We also assess opportunities to integrate existing data sets to enhance our products' effectiveness.



In order to maintain control of our intellectual property, we enter into license agreements with our clients, granting rights to use our products and services, including our software and databases. We also audit our clients from time to time to ensure compliance with our agreements. This helps to maintain the integrity of our proprietary intellectual property and to protect the embedded information and technology contained in our solutions. As a general practice, employees, contractors, and other parties with access to our proprietary information enter into agreements that prohibit the unauthorized use or disclosure of our proprietary rights, information, and technology.


Information Technology


Information technology is a significant focus area and we maintain a long-term strategic technology plan which is reassessed annually. Our information technology initiatives are driven by internal technology staff with support from a number of external technology firms. Our existing technology infrastructure is a private, dedicated cloud-based computing environment hosted in a primary and secondary technology centers owned and managed by the NTT Data Corporation ("NTT"). Additionally, we have begun the process of modernizing a number of our legacy solutions to take full advantage of the dynamic scaling offered by the Google Cloud Platform using the Pivotal Cloud Foundry ("PCF") Platform as a Service ("PaaS") capability to ensure we maintain the flexibility to operate our products and services on any public cloud platform in the future.


We maintain an innovation development center ("IDC") to develop, enhance and expand our next generation cloud-agnostic IDC platform on which new products can be rapidly built, scaled, modified, and deployed. In addition, the IDC plays a leading role in research and development in the areas of employing hardware advancements, data and analytics, mobility, voice, and the application of artificial intelligence and machine learning and mobility solutions.("AI/ML"). We supplement the IDC with a number of strategic alliances, including Google and Pivotal Software, Inc.alliances.


Technology Operations


Our private, dedicated cloud computing environment hosted by NTT is designed to enable us to deliver secure and compliant data, analytics and services to support client needs. This network of systems, combined with enterprise-level service operations, positions us as a leading property insights provider to the financial services market. Additionally, our platform stores, processes and delivers our data and our proprietary technologies that are the foundation of our business and critical to the development of our solutions. In conjunction with NTT and Google, we operate a computing technology environment intended to allow us to provide flexible systems at all times, enabling us to deliver increased capacity as needed or when client needs demand increased speed of delivery. Our current mainstream private, dedicated cloud computing environment hosted by NTT is designed to enable us to deliver secure and compliant data, analytics, and services to support client needs. We have also completed the development of an advanced cloud operating model that provides a fully automated, tightly controlled, and highly secured environment for the products and services we will be operating on GCP as we transition to the Google public cloud. This network of systems, combined with enterprise-level service operations, positions us as a leading property insights provider to the financial services market. Our platforms store, process, and deliver our data and proprietary technologies that are the foundation of our business and critical to the development of our solutions. Additionally, our unified network architecture allows us to operate multiple systems as a single resource capable of delivering subsets of our applications, data, and analytics as acompelling combined solutionsolutions to our clients.


Security


WeLeveraging the National Institute of Standards and Technology and Cybersecurity Framework, we have deployed a wide range of physical and digital security measures, along with a formal governance program designed to secureprotect the security of our information technology infrastructure, personnel, and data. Our governance programsecurity team is based onresponsible for establishing corporate information security policies, anperforming 24/7 security operations, maintaining information security awareness, training program along with anand ensuring enterprise compliance program.IT compliance. Both our technology managers and NTT’s technology infrastructure managers are Information Technology Infrastructure Library ("ITIL") certified. NTT is contractually obligated to comply with our information security policies and procedures.procedures, and our new cloud operating model that we use for those products and services that have already been refactored to operate on GCP automatically enforces compliance with our information security policies. Our digital security framework for both our NTT and GCP computing environments provides layered protection designed to secure both active and inactive virtual machines in the data centers we use. This approach enables dedicated virtual machines to regularly scan all of our systems. These measures help to detect and prevent intrusions, monitor firewall integrity, inspect logs, catch and quarantine malware,

and prevent data breaches. Our physical and digital security solutions run in tandem, enabling us to better identify suspicious activities and implement preventive measures.measures


Regulation


We are subject to a number of US federal, state and local, and foreign laws and regulations that involve various aspects of our businesses. Failure to satisfy those legal and regulatory requirements, or the adoption of new laws or regulations, could have a significant negative impact on our ability to provide certain products and services or could result in the imposition of fines or penalties or the incurrence of damages. US federal, state and local, and foreign laws and regulations are evolving and can be subject to significant change. There are also a number of legislative proposals pending before the US Congress, various state legislative bodies, and foreign governments concerning consumer and data protection that could affect us. In addition, the application and interpretation of these laws and regulations are often uncertain. These laws are enforced by regulatory agencies or other enforcement bodies in the jurisdictions where we operate and, in some instances, also through private civil litigation. Among the more significant areas of regulation for our business are the following:



US Consumer Financial Regulations and Data Protection


Our US operations are subject to numerous laws and regulations governing the collection, protection and use of consumer data and other information, and provide for sanctions for the misuse of such information or unauthorized access to data. The laws and regulations that affect our US operation include, but are not limited to, the following:


Fair Credit Reporting Act (“FCRA”). The FCRA governs the practices of consumer reporting agencies that are engaged in the business of collecting and analyzing certain types of information about consumers, including credit eligibility information. The FCRA also governs the submission of information to consumer reporting agencies, the access to and use of information provided by consumer reporting agencies, and the ability of consumers to access and dispute information held about them. Some of our services are subject to regulation under the FCRA. Violation of the FCRA can result in civil and criminal penalties and the FCRA contains an attorney fee shifting provision to provide an incentive for consumers to bring individual or class action lawsuits for violations of the FCRA. Regulatory enforcement of the FCRA is under the purview of the US Federal Trade Commission, the Consumer Financial Protection Bureau (“CFPB”), and state attorneys general, acting alone or in concert with one another. Many states have also enacted laws with requirements similar to the FCRA. Some of these state laws impose additional, or more stringent, requirements than the FCRA.

Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”). The Dodd-Frank Act gave the CFPB supervisory authority over “larger participants” in the market for consumer financial services, as the CFPB defines by rule. In July 2012, the CFPB finalized its regulation regarding larger participants in the consumer reporting market. Under the regulation, certain of our credit services businesses are considered larger participants. As a result, the CFPB has the authority to conduct examinations of the covered credit services businesses and we expect that we will continue to be examined by the CFPB as part of this authority. In addition, the CFPB serves as the principal federal regulator of providers of consumer financial products and services. As such, the CFPB has significant rulemaking authority under existing federal statutes that regulate many of our products and services, as well as the authority to conduct examinations of certain providers of financial products and services, including our tax services business. The CFPB also has the authority to initiate an investigation of our other businesses if it believes that a federal consumer financial law is being violated. In addition to transferring authority under certain existing laws to the CFPB and providing it with examination and supervisory authority, the Dodd-Frank Act also prohibits unfair, deceptive or abusive acts or practices (“UDAAP”) with respect to consumer financial products and provides the CFPB with authority to enforce those provisions. The CFPB has stated that its UDAAP authority may allow it to find statutory violations even where a specific regulation does not prohibit the relevant conduct, or prior published regulatory guidance or judicial interpretation has found the activity to be in accordance with law.
Fair Credit Reporting Act (“FCRA”). The FCRA governs the practices of consumer reporting agencies that are engaged in the business of collecting and analyzing certain types of information about consumers, including credit eligibility information. The FCRA also governs the submission of information to consumer reporting agencies, the access to and use of information provided by consumer reporting agencies and the ability of consumers to access and dispute information held about them. Some of our services are subject to regulation under the FCRA. Violation of the FCRA can result in civil and criminal penalties and the FCRA contains an attorney fee shifting provision to provide an incentive for consumers to bring individual or class action lawsuits for violations of the FCRA. Regulatory enforcement of the FCRA is under the purview of the US Federal Trade Commission, the Consumer Financial Protection Bureau (“CFPB”), and state attorneys general, acting alone or in concert with one another. Many states have also enacted laws with requirements similar to FCRA. Some of these state laws impose additional, or more stringent, requirements than FCRA.
Gramm-Leach-Bliley Act ("GLBA"). The GLBA regulates the sharing of non-public personal financial information held by financial institutions and applies indirectly to companies that provide services to financial institutions. In addition to regulating information sharing, the GLBA requires that non-public personal financial information be safeguarded using physical, administrative, and technological means. Certain of the non-public personal information we hold is subject to protection under the GLBA.

Privacy Laws. The privacy and protection of consumer information remains a developing area and we continue to monitor legislative and regulatory developments at the federal, state, and local levels. In addition to the GLBA, we expect that there will continue to be enhanced state and/or federal regulation in the area of financial and consumer data privacy, including regulation similar to the California Consumer Privacy Act (“CCPA”). Such regulation may impose additional registration

Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”). The Dodd-Frank Act gave the CFPB supervisory authority over “larger participants” in the market for consumer financial services, as the CFPB defines by rule. In July 2012, the CFPB finalized its regulation regarding larger participants in the consumer reporting market. Under the regulation, certain of our credit services businesses are considered larger participants. As a result, the CFPB has the authority to conduct examinations of the covered credit services businesses and we expect that we will continue to be examined by the CFPB as part of this authority. In addition, the CFPB serves as the principal federal regulator of providers of consumer financial products and services. As such, the CFPB has significant rulemaking authority under existing federal statutes that regulate many of our products and services, as well as the authority to conduct examinations of certain providers of financial products and services, including our tax services business. The CFPB also has the authority to initiate an investigation of our other businesses if it believes that a federal consumer financial law is being violated. In addition to transferring authority under certain existing laws to the CFPB and providing it with examination and supervisory authority, the Dodd-Frank Act also prohibits unfair, deceptive or abusive acts or practices (“UDAAP”) with respect to consumer financial products and provides the CFPB with authority to enforce those provisions. The CFPB has stated that its UDAAP authority may allow it to find statutory violations even where a specific regulation does not prohibit the relevant conduct, or prior published regulatory guidance or judicial interpretation has found the activity to be in accordance with law.

Privacy Laws. The privacy and protection of consumer information remains a developing area and we continue to monitor legislative and regulatory developments at the federal, state and local levels. We expect that there will continue to be enhanced staterequirements and/or federal regulation in the area of financial and consumer data privacy, including regulation similar to the California Consumer Privacy Act (“CCPA”). As enacted, the CCPA may require us to make new disclosures to consumers about our data collection, use, and sharing practices and afford consumers new abilities to opt out of certain data sharing with third parties. It also provides a new cause of action for data breaches. As currently enacted, the CCPA takes effect on January 1, 2020, but is subject to further rulemaking proceedings by the California Attorney General. Any such additional regulation could significantly impact some of our business practices.


Data Security. Federal and state laws also impose requirements relating to the security of information held by us. For our businesses that involve the collection, processing, and distribution of personal public and non-public data, certain of their solutions and services are subject to regulation under federal, state, and local laws in the US and, to a lesser extent, foreign countries. These laws impose requirements regarding the collection, protection, use, and distribution of some of the data we have, and provide for sanctions and penalties in the event of violations of these requirements. In addition, certain state laws may impose breach notice responsibilities in the event of the loss of data due to third-party security breaches, employee error, or other events resulting in persons gaining unauthorized access to our data (including, in some cases, for losses that are incurred through our clients’ errors or systems). Some of these laws require additional data protection measures over and above the GLBA data safeguarding requirements. If data within our system is compromised by a breach, we may be subject to provisions of various state security breach laws. All states have adopted data security breach laws that require notice be given to affected consumers in the event of a breach of personal information, and in some cases the provision of additional benefits such as free credit monitoring to affected individuals. In addition, the CCPA provides consumers with a private right of action under certain circumstances if their personal information is subject to a breach. If data within our system is compromised by a breach, we may be subject to provisions of these various state security breach laws.
Other federal and state laws also impose requirements relating to the privacy of information held by us. For our businesses that involve the collection, processing and distribution of personal public and non-public data, certain of their solutions and services are subject to regulation under federal, state and local laws in the US and, to a lesser extent, foreign countries. These laws impose requirements regarding the collection, protection, use and distribution of some of the data we have, and provide for sanctions and penalties in the event of violations of these requirements. In addition, certain state laws may impose breach notice responsibilities in the event of the loss of data due to third-party security breaches, employee error, or other events resulting in persons gaining unauthorized access to our data (including, in some cases, for losses that are incurred through our clients’ errors or systems). Some of these laws require additional data protection measures over and above the Gramm-Leach-Bliley Act ("GLBA") data safeguarding requirements. If data within our system is compromised by a breach, we may be subject to provisions of various state security breach laws. Most states have adopted data security breach laws that require notice be given to affected consumers in the event of a breach of personal information, and in some cases the provision of additional benefits such as free credit monitoring to affected individuals. If data
Real Estate Settlement Procedures Act (“RESPA”). RESPA is enforced by the CFPB and generally prohibits the payment or receipt of fees or any other item of value for the referral of real estate-related settlement services. RESPA also prohibits fee shares or splits or unearned fees in connection with the provision of residential real estate settlement services, such as mortgage brokerage services and real estate brokerage services. Notwithstanding these prohibitions, RESPA permits payments for goods furnished or for services actually performed, so long as those payments bear a reasonable relationship to the market value of the goods or services provided. Our mortgage origination-related businesses that supply credit reports, flood and tax solutions, valuation products, and all other settlement services to residential mortgage lenders are structured and operated in a manner intended to comply with RESPA and related regulations.

within our system is compromised by a breach, we may be subject to provisions of various state security breach laws.

Gramm-Leach-Bliley Act. The GLBA regulates the sharing of non-public personal financial information held by financial institutions and applies indirectly to companies that provide services to financial institutions. In addition to regulating information sharing, the GLBA requires that non-public personal financial information be safeguarded using physical, administrative and technological means. Certain of the non-public personal information we hold is subject to protection under the GLBA.

Real Estate Settlement Procedures Act (“RESPA”). RESPA is enforced by the CFPB and generally prohibits the payment or receipt of fees or any other item of value for the referral of real estate-related settlement services. RESPA also prohibits fee shares or splits or unearned fees in connection with the provision of residential real estate settlement services, such as mortgage brokerage services and real estate brokerage services. Notwithstanding these prohibitions, RESPA permits payments for goods furnished or for services actually performed, so long as those payments bear a reasonable relationship to the market value of the goods or services provided. Our mortgage origination-related businesses that supply credit reports, flood and tax services, valuation products, and all other settlement services to residential mortgage lenders are structured and operated in a manner intended to comply with RESPA and related regulations.


Real estate appraisals and automated valuation models (“AVMs”) are subject to federal and state regulation. The Dodd-Frank Act implemented rules and guidance thereunder, and inter-agency guidance jointly issued by the federal financial institution regulators have expanded regulation of these activities. Regulations address appraisals, AVMs, and other forms of property value estimates, which are subject to explicit and detailed regulations including licensing, pricing, and quality control requirements. In addition, creditors are required to disclose information to applicants about the purpose, and provide consumers with a free copy, of any appraisal, AVM or other estimate of a home's value developed in connection with a residential real estate mortgage loan application.


In addition to the foregoing areas of regulation, several of our other businesses are subject to or impacted by additional regulation, including our tenant screening business, which is subject to certain landlord-tenant laws and insurance agency laws, and our activities in foreign jurisdictions are subject to the requirements of the Foreign Corrupt Practices Act (“FCPA”) and comparable foreign laws.


International Consumer Financial Regulations and Data Protection


We are subject to consumer and data protection laws and regulations in the foreign countries where we conduct business. We conduct business in several international jurisdictions, including Australia, New Zealand, Canada, United Kingdom, and various countries in Europe. PrinciplePrincipal regulatory bodies and regulatory laws that impact our international operations include:include the Office of the Australian Information Commissioner, the agency with direct responsibility for administering the Australian Privacy Principles and Part IIIA of the Privacy Act 1988;1988, and the Office of the Privacy Commissioner of New Zealand, which issued the Credit Reporting Privacy Code 2004; we2004. We are also subject to the European Union Data Protection Regulation, commonly known as GDPR, which places certain obligations on companies processing and controlling data on individuals in the EU and prohibits the transfer of personal information from the EU to other countries whose laws do not protect personal data to an adequate level of privacy or security; and insecurity. In Canada, we are subject to the Personal Information Protection and Electronic Documents Act of 2000, as well as substantially similar provincial laws enacted in Alberta, British Columbia, and Quebec. In addition to the above-mentioned regulations, we are subject to a variety of international consumer protection, privacy, data security and notification laws and regulations in each foreign jurisdiction in which we operate that may relate to our business or affect the demand for our products and services.


Compliance with current and future laws and regulations relating to our businesses, including consumer protection laws and regulations and international regulations, could have a material adverse effect on us and activities related to ongoing compliance will likely increase our compliance costs.


Employees


As of December 31, 2018,2019, we had approximately 5,8005,100 employees, of which approximately 4,9004,200 were employed in the US and 900 outside the US.



Available Information


We are required to file annual, quarterly and current reports, proxy statements, and other information with the US Securities and Exchange Commission ("SEC"). The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us, at http://www.sec.gov.


Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), are also available free of charge through the "Investors" page on our Internet site at http://www.corelogic.com as soon as reasonably practicable after such reports are electronically filed with or furnished to the SEC. The information on our website is not, and shall not be deemed to be, a part hereof or incorporated into this or any of our other filings with the SEC.


Item 1A. Risk Factors.


Risks Related to Our Business


A cyber-based attack, data corruption, or network security breach, or inability to secure the electronic transmission of sensitive data could have a material adverse effect on our business and reputation.


We are highly dependent on information technology networks and systems, including the Internet, to securely process, transmit, and store electronic information. In particular, we depend on our information technology infrastructure for business-to-businessWe have experienced cyber-based attacks and business-to-consumer electronic commerce. Securitysecurity breaches of thisvarying degrees to our infrastructure, including physical or electronic break-ins, computer viruses, attacks by hackers, spoofed or manipulated electronic communications and similar breaches, canwhich have in the past, and may in the future, create system disruptions, shutdowns or unauthorized disclosure of confidential information, including non-public personal information and consumer data, or loss of other company assets. Unauthorized access, including through use of fraudulent schemes such as "phishing" schemes,, could jeopardize the security of information stored in our systems. In addition, malware or viruses could jeopardize the security of information stored or used in a user's computer. Insider or employee cyber and security threats are also a significant concern. Despite our physical security, implementation of technical controls and contractual precautions to identify, detect, and prevent the unauthorized access to and alteration and disclosure of our data, we cannot assure you thatprotect the systems that access our services and databases will not be compromisedfrom all compromises or disrupted,disruptions, whether as a result of criminal conduct, distributed denial of service attacks or other advanced persistent attacks by malicious actors, including hackers, nation states and criminals, breaches due to employee error or malfeasance, or other disruptions. Several highly publicized data incidents and cyberattacks have heightened consumer awareness of this issue and may embolden individuals or groups to target our systems. Cyber attackers are also developing increasingly sophisticated systems and means to not only attack systems, but also to evade detection or to obscure their activities. If we are unable to prevent,protect against, mitigate, or timely respond to suchcyber-based attacks or other security or privacy breaches, our operations could be disrupted, or we may suffer loss of reputation, financial loss, lawsuits, andor other regulatory imposed restrictions and penalties because of lost or misappropriated information, including sensitive consumer data.penalties.


Data security and integrity concerns have caused a growing number of legislative and regulatory bodies to adoptimpose consumer notification and other requirements in the event that consumer information is accessed by unauthorized persons and additional regulations regarding the use, access, accuracy, and security of such data are possible. In the US, federal and state laws provide for a regulatory landscape of disparate notification regimeregimes and, therefore, regulatory compliance in the event of unauthorized access would be expensive and difficult. Failure to comply with these regulations could subject us to regulatory scrutiny and additional liability through federal or state enforcement, reputational harm, or private class actions. Likewise, our clients are increasingly imposing more stringent contractual obligations on us relating to our information security protections. If we are unable to maintain protections and processes at a level commensurate with that required by our clients, it could negatively affect our relationships with those clients or increase our operating costs.


We rely on the ability to access data from external sources at reasonable terms and prices.


We rely extensively upon data from a variety of external sources to maintain our proprietary and non-proprietary databases, including data from third-party suppliers, various government and public record sources and data contributed by our clients. Our data sources could cease providing or reduce the availability of their data to us, increase the price we pay for their data, or limit our use of their data for a variety of reasons, including legislatively or judicially imposedjudicially-imposed restrictions on use. If a significant supplier is no longer able or areis unwilling to provide us with certain data, or if our public record sources of data become unavailable or too expensive, we may need to find alternative sources. If we are unable to identify and contract with suitable alternative data suppliers and efficiently and effectively integrate these data sources into our service offerings, we could experience service disruptions, increased costs, and reduced quality and availability of our services. Moreover, some of our data suppliers compete with us in certain product offerings, which may make us vulnerable to unpredictable price increases from them and they may elect to stop providing data to us. Significant price increases could have a material adverse effect on our operating margins and our financial position, in particular if we are unable to arrange for substitute replacement sources of data on favorable economic terms. There can be no assurance that we would be able to obtain data from alternative sources if

our current sources become unavailable. Loss of such access or the availability of data in the future on commercially reasonable terms or at all may reduce the quality and availability of our services and products, which could have a material adverse effect on our business, financial condition, and results of operations.


Some of our data suppliers face similar regulatory requirements as we do and, consequently, they may cease to be able to provide data to us or may substantially increase the fees they charge us for this data, which may make it financially burdensome or impossible for us to acquire data that is necessary to offer our products and services. Many consumer advocates, privacy advocates, and government regulators believe that existing laws and regulations do not adequately protect privacy or ensure the accuracy of consumer-related data. As a result, such advocates and regulators are seeking further restrictions on the dissemination or commercial use of personal information to the public and private sectors as well as contemplating requirements relative to data accuracy and the ability of consumers to opt to have their personal data removed from databases such as ours. Any future laws, regulations, or other restrictions limiting the dissemination or use of personal information may reduce the quality and availability of the data necessary for our products and services, which could have a material adverse effect on our business, financial condition, and results of operations.


Systems interruptions may impair the delivery of our products and services.


We depend on reliable, stable, efficient, and uninterrupted operation of our technology network, systems, and data centers to provide service to our clients. System interruptions may impair the delivery of our products and services, resulting in a loss of clients and a corresponding loss in revenue. Our technology infrastructure runs primarily in a private dedicated cloud-based environment hosted in NTT's technology center in Quincy, WA and we are in the process of transitioning to a cloud-based environment hosted by GCP. We cannot be sure that certain systems interruptions or events beyond our control, including issues with NTT's technology center or our third-party network and infrastructure providers, or in connection with our upgrading or replatformingchanging key systems, or the transition to the Google hosted environment,GCP, will not interrupt or terminate the delivery of our products and services to our clients. These interruptions also may interfere with our suppliers' ability to provide necessary data to us and our employees' ability to attend to work and perform their responsibilities. Any of these possible outcomes could result in a loss of clients or a loss in revenue, which could have ana material adverse effect on our business or results of operations.


We are subject to significant government regulations.


Our business is subject to various federal, state, local, and foreign laws and regulations. See Item 1. Business - “Regulation” in this Form 10-K for a summary of the material US and foreign consumer and data protection laws and regulations to which we are subject. These laws and regulations which generally are designed to protect the privacy of the public and to prevent the misuse of personal information available in the marketplace, are complex, change frequently and have tended tomay become more stringent over time. Our failure to comply with applicable laws and regulations could restrict our ability to provide certain services or result in the imposition of fines and penalties, substantial regulatory and compliance costs, litigation expense, adverse publicity, and loss of revenue. We incur, and expect to continue to incur, significant expenses in our attempt to ensure compliance with these laws.


Public concern is high with regard to the collection, use, accuracy, correction, and sharing of personal information, including Social Security numbers, dates of birth, financial information, and other behavioral data. In addition, many consumer advocates, privacy advocates, legislatures, and government regulators believe that existing laws and regulations do not adequately protect consumer privacy and have become increasingly concerned with the collection and use of this type of personal information. Highly publicized data incidents have resulted in significantly increased legislative and regulatory activity at the federal and state levels as lawmakers and regulators continue to propose a wide range of further restrictions on the collection, dissemination or commercial use of personal information, information security standards, data security incident disclosure standards. Because our databases include certain public and non-public personal information concerning consumers, we are

subject to government regulation and potential adverse publicity concerning our use of consumer data. We acquire, store, use, and provide many types of consumer data and related services, some of which are subject to regulation under the FCRA, the GLBA, the CCPA and the Driver's Privacy Protection Act and, to a lesser extent, various other federal, state, and local laws and regulations. These laws and regulations are designed to protect the privacy of consumers and to prevent the unauthorized access and misuse of personal information in the marketplace. The CCPA, for example, which became effective January 1, 2020, imposes new obligations on certain companies doing business in California with respect to the personal information of California residents. This includes new notice and privacy policy requirements, and new obligations to respond to requests to know and access to personal information, to delete personal information, and to say no to the sale of personal information. We expect that there will be enhanced state and/or federal regulation in the area of financial and consumer data privacy, including regulations similar to the GDPR, a data protection and privacy law in the European Union that became effective in 2018, and the CCPA. Compliance with these laws may impose significant regulatory burdens and costs on us. Further, a growing number of legislative and regulatory bodies have adopted consumer notification and other requirements in the event that consumer information is accessed by unauthorized persons and additional regulations regarding the use, access, accuracy, and security of such data are possible. In the US, state laws provide for disparate notification regimes. In addition, the Presidentif our practices or products are deemed to be an invasion of the USprivacy, whether or not consistent with current or future regulations and industry practices, we may be subject to public criticism, private class actions, reputational harm, or claims by regulators, which could propose further restrictions by executive order. Asdisrupt our business and expose us to increased liability. Our failure to comply with these laws, or any future laws or regulations of a similar nature, could result ourin substantial regulatory penalties, litigation expense, and loss of revenue.

Our businesses are subject to an increasing degree of compliance oversight by regulators and by our clients. Specifically, the CFPB has authority to enact rules affecting the business of consumer reporting agencies and also to supervise, conduct examinations of, and enforce compliance with federal consumer financial protection laws and regulations with respect to certain “larger participants” that offer consumer financial products and services. Two of our credit businesses-CoreLogic Credco and Teletrack-are subject to the CFPB non-bank supervision program and the CFPB or other regulatory bodies could attempt to assert authority over other products or services. The CFPB and the prudential financial institution regulators such as the Office of the Comptroller of the Currency (“OCC”) also have the authority to examine us in our role as a service provider for certain services, including for tax services, to large financial institutions. In addition, several of our largest bank clients are subject to consent orders with the OCC and/or are parties to the National Mortgage Settlement, both of which require them to exercise greater oversight and perform more rigorous audits of their key vendors such as us. The CFPB may pursue administrative proceedings or litigation to enforce the laws and rules subject to its jurisdiction. In these proceedings the CFPB can obtain cease and desist orders, which can include orders for restitution to consumers or rescission of contracts, as well as other types

of affirmative relief, and monetary penalties ranging from $5,000 per day for ordinary violations and up to $1.0 million per day for knowing violations.

In addition, our databases include certain public and non-public personal information concerning consumers, we are subject to government regulation and potential adverse publicity concerning our use of consumer data. We acquire, store, use and provide many types of consumer data and related services, some of which are subject to regulation under the FCRA, the GLBA, and the Driver's Privacy Protection Act and, to a lesser extent, various other federal, state, and local laws and regulations. These laws and regulations are designed to protect the privacy of consumers and to prevent the unauthorized access and misuse of personal information in the marketplace and we expect that there will be enhanced state and/or federal regulation in the area of financial and consumer data privacy, including regulations similar to the recently effective GDPR and recently enacted CCPA. A growing number of legislative and regulatory bodies have adopted consumer notification and other requirements in the event that consumer information is accessed by unauthorized persons and additional regulations regarding the use, access, accuracy and security of such data are possible. In the US, state laws provide for disparate notification regimes, all of which we are subject to. Any perception that our practices or products are an invasion of privacy, whether or not consistent with current or future regulations and industry practices, may subject us to public criticism, private class actions, reputational harm, or claims by regulators, which could disrupt our business and expose us to increased liability. Our failure to comply with these laws, or any future laws or regulations of a similar nature, could result in substantial regulatory penalties, litigation expense and loss of revenue.


These laws and regulations (asas well as laws and regulations in the various states or in other countries)countries could limit our ability to pursue business opportunities we might otherwise consider engaging in, impose additional costs or restrictions on us, result in significant loss of revenue, impact the value of assets we hold, or otherwise significantly adversely affect our business. Any failure by us to comply with applicable laws or regulations could also result in significant liability to us, including liability to private plaintiffs as a result of individual or class action litigation, or may result in the cessation of our operations or portions of our operations or impositions of fines and restrictions on our ability to carry on or expand our operations. Our operations could also be negatively affected by changes to laws and regulations and enhanced regulatory oversight of our clients and us. These changes may compel us to change our prices, may restrict our ability to implement price increases, and may limit the manner in which we conduct our business or otherwise may have a negative impact on our ability to generate revenues, earnings, and cash flows. If we are unable to adapt our products and services to conform to the new laws and regulations, or if these laws and regulations have a negative impact on our clients, we may experience client losses or increased operating costs, and our business and results of operations could be negatively affected.


Our revenue is affected by the strength of the economy, interest rate environment and the housing market generally.


A significant portion of our revenue is generated from solutions we provide to the mortgage, consumer lending, and real estate industries and, as a result, a weak economy or housing market or adverse changes in the interest rate environment may adversely affect our business. A large portion of our client base suffers when financial markets experience volatility, illiquidity, and disruption, which has occurred in the past and which could reoccur, and any future disruptions of the potential for increased and continuing disruptions going forward,financial markets presents considerable risks to our business and revenue. The volume of mortgage origination and residential real estate transactions is highly variable. Reductions in these transaction volumes have had, and will continue to have, a direct impact on certain portions of our revenues and may materially adversely affect our business. Negative economic conditions and/or increasing interest rate environments has resulted, and may continue to result, in fluctuations in volumes, pricing, and operating margins for our services. For example, we believe mortgage unit volumes decreased by greater than 15% in 2018 relative to 2017, primarily due to significantly lower mortgage refinance volumes resulting from rising interest rates and other factors which are unfavorably impacting mortgage purchase volumes. For 2019, we expect the trend in rising interest rates to continue and therefore we expect 2019 mortgage unit volumes to be approximately 5% lower relative to 2018 levels, mostly due to lower expected refinance activity. If our clients in the mortgage consumer lending and real estate industries experience economic hardship, in

particular if these clients go bankrupt or otherwise exit certain businesses, it may negatively impact our revenue, earnings, and liquidity.


We rely on our top ten clients for a significant portion of our revenue.


Our ten largest clients generated approximately 31.3%29.8% of our operating revenues for the year ended December 31, 2018,2019, although none of our largest clients individually accounted for greater than 10% of our operating revenues for the year ended December 31, 2018.that period. We expect that a limited number of our clients will continue to represent a significant portion of our revenues for the foreseeable future, and that our concentration of revenue may continue to be significant or increase. These clients face continued pressure in the current economic and regulatory climate. Many of our relationships with these clients are long-standing and are important to our future operating results, but there is no guarantee that we will be able to retain or renew existing agreements or maintain our relationships on acceptable terms or at all. In addition, in response to increased regulatory

oversight, clients in the mortgage lending industry may have internal policies that require them to use multiple vendors or service providers, thereby causing a diversification of revenue among many vendors. Deterioration in or termination of any of these relationships, including through vendor diversification policies or merger or consolidation among our clients, could significantly reduce our revenue and could adversely affect our business, financial condition, and results of operations. In addition, certain of our businesses have higher client concentration than our company as a whole. As a result, these businesses may be disproportionately affected by declining revenue from, or loss of, a significant client.

Likewise, our clients are increasingly imposing more stringent contractual obligations on us relating to our information security protections. If we are unable to maintain protections and processes at a level commensurate with that required by our clients, it could negatively affect our relationships with those clients or increase our operating costs.


We operate in a competitive business environment that is impacted by technology advancements or new product development.


The markets for our products and services are intensely competitive. Our competitors vary in size and in the scope and breadth of the services they offer. We compete for existing and new clients against both third parties and the in-house capabilities of our clients. Many of our competitors have substantial resources. Some have widely-used technology platforms that they seek to use as a competitive advantage to drive sales of other products and services. In addition, we expect that the markets in which we compete will continue to attract new competitors and new technologies. These competitors and new technologies may be disruptive to our existing technology or service offerings, resulting in operating inefficiencies and increased competitive pressure. In order to compete with current and future technologies, we must continuously improve our network operating systems, programming tools, programming languages, operating systems, data matching, data filtering, and other database technologies. These improvements, as well as changes in client preferences or regulatory requirements, may require changes in the technology used to gather and process our data and deliver our services. Our future success will depend, in part, upon our ability to internally develop and implement new and competitive technologies, respond to changing client needs and regulatory requirements, and transition clients and data sources successfully to new interfaces or other technologies.


In addition, many of our products and services compete within markets characterized by frequent new product and service introductions and changing industry standards. Without the timely introduction of new products and services, our products and services could become commercially obsolete over time, in which case our revenue and operating results would suffer. The success of our new products and services will depend on several factors, including our ability to properly identify client needs; innovate and develop new technologies, services, and applications; successfully commercialize new products and services in a timely manner; produce and deliver our products in sufficient volumes on time; differentiate our offerings from competitor offerings; price our products competitively, including taking into account changes in sales and use tax laws; and anticipate our competitors’ development of new products, services, or technological innovations; and control product quality in our product development process. This product development effort requires the investment of a substantial amount of capital prior to market adoption.innovations.


We cannot provide assurance that there will be market demand for our future product offerings or that we will successfully implement new technologies, cause clients or data furnishers to implement compatible technologies or adapt our technology to evolving client, regulatory and competitive requirement.requirements. We also cannot guarantee that we will be able to effectively allocate capital to new product development to create competitive products, as compared to our peers and new market entrants. Failure to launch new and differentiated products will have an adverse effect on our growth and our business. If we fail to respond, or fail to cause our clients or data furnishers to respond, to changes in technology, regulatory requirements or client preferences, the demand for our services, the delivery of our services or our market reputation could be adversely affected.


Our reliance on outsourcing arrangements subjects us to risk and may disrupt or adversely affect our operations.


We have outsourced various business process and information technology services to third parties, including the technology infrastructure management services agreement we entered into with NTT and the outsourcing arrangements we entered into with a subsidiary of Cognizant Technology Solutions and an affiliate of EPAM Systems, and the technology infrastructure management services agreement we entered into with NTT.Systems. Although we have service-level arrangements with our providers, we do not ultimately control their performance, which may make our operations vulnerable to their performance failures. In addition, the failure to adequately monitor and regulate the performance of our third-party vendors could subject us to additional risk. Reliance on third parties also makes us vulnerable to changes in the vendors’

business, financial condition, and other matters outside of our control, including their violations of laws or regulations which could increase our exposure to liability or otherwise increase the costs associated with the operation of our business. The failure of our outsourcing partners to perform as expected or as contractually required could result in significant disruptions and costs

to our operations and to the services we provide to our clients, which could materially and adversely affect our business, client relationships, financial condition, operating results, and cash flow.


Certain outsource arrangements contemplate the utilization of lower-cost labor outside the US in countries such as India, Poland, Ukraine, Mexico, and the Philippines. It is likelypossible that the countries where our outsourcing vendors are located may be subject to higher degrees of political and social instability than the US and may lack the infrastructure to withstand political unrest or natural disasters. These countries may also have reduced protection for intellectual property rights, including trade secrets. Such disruptions could impact our ability to deliver our products and services on a timely basis, if at all, and to a lesser extent could decrease efficiency and increase our costs. Fluctuations of the US dollar in relation to the currencies used and higher inflation rates experienced in these countries may also reduce the savings we planned to achieve. Furthermore, the practice of utilizing labor based in foreign countries has come under increased scrutiny in the US and, as a result, many of our clients may require us to use labor based in the USUS. We may not be able to pass on the increased costs of higher-priced US-based labor to our clients, which ultimately could have an adverse effect on our results of operations.


In addition, the US or the foreign countries in which we have service provider arrangements or operate could adopt new legislation or regulations that would adversely affect our business by making it difficult, more costly or impossible for us to continue our foreign activities as currently being conducted. Furthermore, in many foreign countries, particularly in those with developing economies, it is common to engage in business practices that are prohibited by laws and regulations applicable to us, such as the FCPA. Any violations of the FCPA or local anti-corruption laws by us, our subsidiaries or our local agents could have an adverse effect on our business and reputation and result in substantial financial penalties or other sanctions.


Our acquisition and integration of businesses may involve increased expenses and may not produce the desired financial or operating results.


We have acquired and expect to continue to acquire, on an opportunistic basis, companies, businesses, products and services. These activities may increase our expenses, and the expected results, synergies, and growth from these initiatives may not materialize as planned. While management believes that acquisitions will improve our competitiveness and profitability, no assurance can be given that acquisitions will be successful or accretive to earnings. For a description of our recent acquisitions, see Note 17 - Acquisitions of the Notes to the Consolidated Financial Statements included in Item 8 - Financial Statements and Supplementary Data of this Annual Report on Form 10-K, which is incorporated by reference in response to this item.10-K.


We may have difficulty integrating our completed or any future acquisitions into our operations, including implementing controls, procedures, and policies. If we fail to properly integrate acquired businesses, products, technologies, and personnel, it could impair relationships with employees, clients and strategic partners, distract management attention from our core businesses, result in control failures and otherwise disrupt our ongoing business and harm our results of operations. We also may not be able to retain key management and other critical employees after an acquisition. Although part of our business strategy may include growth through strategic acquisitions, we may not be able to identify suitable acquisition candidates, obtain the capital necessary to pursue acquisitions or complete acquisitions on satisfactory terms in the future.


In addition, we have substantial investments in recorded goodwill as a result of prior acquisitions, and an impairment of these investments couldwould require a write-down that would reduce our net income. Goodwill is assessed for impairment annually or sooner if circumstances indicate a possible impairment. Factors that could lead to impairment of goodwill include significant under-performance relative to historical or projected future operating results, a significant decline in our stock price and market capitalization and negative industry or economic trends. In the event that the book value of goodwill is impaired, any such impairment would be charged against earnings in the period of impairment. Possible future impairment of goodwill may have a material adverse effect on our business, financial condition, and results of operations.


We operate our business in international markets.


In 2018,2019, we derived approximately 9%10% of our revenues from our operations outside of the US and we intend to continue to expand our international operations. We expect to continue to add personnel internationally to expand our abilities to deliver differentiated services to our international clients. Expansion into international markets may require significant resources and management's attention and will subject us to new regulatory, economic, and political risks. There can be no assurance that our products or services will be accepted in any particular international market and we cannot provide assurance that our international expansion efforts will be successful. The results of our operations and our growth rate could be adversely affected by a variety of factors arising out of international commerce, some of which are beyond our control, including currency rate fluctuations, foreign laws and regulatory requirements, trade protection measures, increased data privacy and consumer

protection regulations, difficulty in staffing and managing widespread operations, restrictions on the import and

export of technologies, political and economic conditions in foreign countries, and reduced protection for intellectual property rights.


We could infringe on the proprietary rights of others.


As we continue to develop and expand our products and services, we may become increasingly subject to infringement claims from third parties such as non-practicing entities, software providers, and suppliers of data. Likewise, if we are unable to maintain adequate controls over how third-party software and data are used, we may be subject to claims of infringement. Any claims, whether with or without merit, could:


be expensive and time-consuming to defend;
cause us to cease making, licensing or using applications that incorporate the challenged intellectual property;
require us to redesign our applications, if feasible;
divert management's attention and resources;
require us to enter into royalty or licensing agreements in order to obtain the right to use necessary technologies; and
subject us to significant damages, penalties, fines, and costs associated with an adverse judgment or settlement.


We rely upon intellectual property rights to protect our, proprietary technology and information.


Our success depends, in part, upon our intellectual property rights. We rely primarily on a combination of patents, copyrights, trade secrets, and trademark laws and nondisclosure and other contractual restrictions on copying, distribution and creation of derivative products to protect our proprietary technology and information. This protection is limited, and our intellectual property could be used by others without our consent. In addition, patents may not be issued with respect to our pending or future patent applications, and our patents may not be upheld as valid or may not prevent the development of competitive products. Any infringement, disclosure, loss, invalidity of, or failure to protect our intellectual property could negatively impact our competitive position, and ultimately, our business. Moreover, litigation may be necessary to enforce or protect our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of the proprietary rights of others. Such litigation could be time-consuming, result in substantial costs and diversion of resources and could harm our business, financial condition, results of operations, and cash flows.


Our level of indebtedness could adversely affect our financial condition and prevent us from complying with our covenants and obligations under our outstanding debt instruments.


As of December 31, 2018,2019, our total debt was approximately $1.8$1.7 billion and we had unused commitments of approximately $521.9$750.0 million under our Revolving Facility. Subject to the limitations contained in the Credit Agreement governing our credit facilities and our other debt instruments, we may incur additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other general corporate purposes. If we do so, the risks related to our level of debt could increase. Specifically, our level of debt could have important consequences to us, including increasing our vulnerability to adverse economic and industry conditions and compromising our flexibility to capitalize our business opportunities and to plan for, or react to, competitive pressures and changes in our business or market conditions.


The Credit Agreement governing our credit facilities imposes operating and financial restrictions on our activities. These restrictions include the financial covenants in our credit facilities, which require ongoing compliance with certain financial tests and ratios, including a minimum interest coverage ratio and maximum leverage ratio, and could limit or prohibit our ability to, among other things:


create, incur or assume additional debt;
create, incur or assume certain liens;
redeem and/or prepay certain subordinated debt we might issue in the future;
pay dividends on our stock or repurchase stock;
make certain investments and acquisitions, including joint ventures;
enter into or permit to exist contractual limits on the ability of our subsidiaries to pay dividends to us;
enter into new lines of business;
engage in consolidations, mergers and acquisitions;
engage in specified sales of assets; and
enter into transactions with affiliates.



These restrictions on our ability to operate our business could negatively impact our business by, among other things, limiting our ability to take advantage of financing, merger and acquisition, or other corporate opportunities that might otherwise be

beneficial to us. Our failure to comply with these restrictions could result in an event of default which, if not cured or waived, could result in the acceleration of substantially all our debt.


We may not be able to generate sufficient cash to service all of our indebtedness.


Our ability to make scheduled payments on or refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory, and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness. Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our financial position and results of operations. If we cannot make scheduled payments on our debt, we will be in default and the lenders under our credit facilities could declare all outstanding principal and interest to be due and payable and could terminate their revolving commitments to loan money and foreclose against the assets securing their borrowings, and we could be forced into bankruptcy or liquidation.


We may not be able to attract and retain qualified management personnel.


We rely on skilled management personnel and our success depends on our ability to attract, train, and retain a sufficient number of such individuals. If our attrition rate increases, our operating efficiency and productivity may decrease. We compete for talented individuals not only with other companies in our industry, but also with companies in other industries, such as software services, engineering services, and financial services companies, and there is a limited pool of individuals who have the skills and training needed to grow our company, especially in the increasingly-regulated environment in which we operate. Increased attrition or competition for qualified management could have an adverse effect on our ability to expand our business and product offerings, as well as cause us to incur greater personnel expenses and training costs.


We share responsibility with First American for certain income tax liabilities for tax periods prior to and including the date of the Separation.


Under the Tax Sharing Agreement, by and between FAC and FAFC, dated as of June 1, 2010 we entered into in connection with the Separation transaction, we are generally responsible for taxes attributable to our business, assets and liabilities and FAFC is generally responsible for all taxes attributable to members of the FAFC group of companies and the assets, liabilities, or businesses of the FAFC group of companies. Generally, any liabilities arising from tax adjustments to consolidated tax returns for tax periods prior to and including the date of the Separation will be shared in proportion to each company's percentage of the tax liability for the relevant year (or partial year with respect to 2010), unless the adjustment is attributable to either party, in which case the adjustment will generally be for the account of such party. In addition to this potential liability associated with adjustments for prior periods, if FAFC were to fail to pay any tax liability it is required to pay under the Tax Sharing Agreement, we could be legally liable under applicable tax law for such tax liabilities and required to make additional tax payments. Accordingly, under certain circumstances, we may be obligated to pay amounts in excess of our agreed-upon share of tax liabilities.


If certain transactions, including internal transactions, undertaken in anticipation of the Separation are determined to be taxable for US federal income tax purposes, we, our stockholders that are subject to US federal income tax and FAFC will incur significant US federal income tax liabilities.


In connection with the Separation we received a private letter ruling from the IRS to the effect that, among other things, certain internal transactions undertaken in anticipation of the Separation will qualify for favorable treatment under the US Internal Revenue Code of 1986, as amended (the ‘‘Code’’), and the contribution by us of certain assets of the financial services businesses to FAFC and the pro-rata distribution to our shareholders of the common stock of FAFC will, except for cash received in lieu of fractional shares, qualify as a tax-free transaction for US federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code. In addition, we received opinions of tax counsel to similar effect. The ruling and opinions relied on certain facts, assumptions, representations and undertakings from us and FAFC regarding the past and future conduct of the companies' respective businesses and other matters. If any of these facts, assumptions, representations or undertakings is incorrect or not otherwise satisfied, we and our stockholders may not be able to rely on the ruling or the opinions of tax counsel and could be subject to significant tax liabilities. Notwithstanding the private letter ruling and opinions of tax counsel, the IRS could determine on audit that the Separation is taxable if it determines that any of these facts, assumptions, representations or undertakings were not correct or have been violated or if it disagrees with the conclusions in the opinions that were not covered by the private letter ruling, or for other reasons, including as a result of certain significant changes in the stock ownership of us

or FAFC after the Separation. If the Separation is determined to be taxable for US federal and state income tax purposes, we and our stockholders that are subject to income tax could incur significant income tax liabilities.

In addition, under the terms of the Tax Sharing Agreement, in the event a transaction were determined to be taxable and such determination were the result of actions taken after the Separation by us or FAFC, the party responsible for such failure would be responsible for all taxes imposed on us or FAFC as a result thereof.


Moreover, the Tax Sharing Agreement generally provides that each party thereto is responsible for any taxes imposed on the other party as a result of the failure of the distribution to qualify as a tax-free transaction under the Code if such failure is attributable to post-Separation actions taken by or in respect of the responsible party or its stockholders, regardless of when the actions occur after the Separation, and the other party consents to such actions or such party obtains a favorable letter ruling or opinion of tax counsel as described above.


In connection with the Separation, we entered into a number of agreements with FAFC setting forth rights and obligations of the parties post-Separation. In addition, certain provisions of these agreements provide protection to FAFC in the event of a change of control of us, which could reduce the likelihood of a potential change of control that our stockholders may consider favorable.


In connection with the Separation, we and FAFC entered into a number of agreements that set forth certain rights and obligations of the parties post-Separation, including the Separation and Distribution Agreement, the Tax Sharing Agreement, and the Restrictive Covenants Agreement. We possess certain rights under those agreements, including without limitation indemnity rights from certain liabilities allocated to FAFC. The failure of FAFC to perform its obligations under the agreements could have an adverse effect on our financial condition, results of operations and cash flows.


In addition, the Separation and Distribution Agreement gives FAFC the right to purchase the equity or assets of our entity or entities directly or indirectly owning the real property databases that we currently own upon the occurrence of certain triggering events. The triggering events include the direct or indirect purchase of the databases by a title insurance underwriter (or its affiliate) or an entity licensed as a title insurance underwriter, including a transaction where a title insurance underwriter (or its affiliate) acquires 25% or more of us. The purchase right expires June 1, 2020. Until the expiration of the purchase right, this provision could have the effect of limiting or discouraging an acquisition of us or preventing a change of control that our stockholders might consider favorable. Likewise, if a triggering event occurs, the loss of ownership of our real property database could have a material adverse effect on our financial condition, business, and results of operations.


Item 1B. Unresolved Staff Comments


None.


Item 2. Properties


As of December 31, 2018,2019, our real estate portfolio of 1.21.1 million square feet is comprised of leased property throughout 2120 states in the US totaling approximately 1.11.0 million square feet, with approximately another 105,000170,000 square feet in the aggregate in Australia, Brazil, Bulgaria, Canada, France, Germany, India, New Zealand, and the United Kingdom. Our properties range in size from a single propertysmall number of properties under 1,000 square feet to our large operations center in Irving, Texas totaling approximately 329,000328,000 square feet. The lease governing our Irving, Texas property expires in March 2032. Our corporate headquarters are located in Irvine, California, where we occupy approximately 123,000 square feet and the lease governing the property expires in July 2021. In addition, we have total land holdings of approximately 40 acres located in Texas and Mississippi.


All properties are primarily used as offices and the leasesagreements governing the properties have varying expiration dates. The office facilities we occupy are, in all material respects, in good condition and adequate for their intended use.


Item 3. Legal Proceedings


For a description of our legal proceedings, see Note 14 - Litigation and Regulatory Contingencies and our discussion of discontinued operationswithin Note 2 - Significant Accounting Policies of the Notes to Consolidated Financial Statements included in Item 8 - Financial Statements and Supplementary Data of this Annual Report on Form 10-K, which isdisclosures are incorporated by reference in response to this item.



Item 4. Mine Safety Disclosures


Not applicable.

PART II


Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


Common Stock Market Prices and Dividends


Our common stock is listed on the New York Stock Exchange and trades under the symbol "CLGX". The approximate number of record holders of our common stock on February 22,24, 2020 was 2,375.

In December 2019, the Board of Directors initiated and declared a cash dividend of $0.22 per share, which was 2,453.paid on January 24, 2020. We expect to make regular quarterly dividend payments for the foreseeable future. The timing, declaration and payment of future dividends, however, falls within the discretion of the Board of Directors and will depend upon many factors, including the Company’s financial condition and earnings, the capital requirements of our businesses, restrictions imposed by applicable law, and any other factors the Board of Directors deems relevant from time to time.


Unregistered Sales of Equity Securities


During the quarter ended December 31, 20182019, we did not issue any unregistered shares of our common stock.stock in any transaction that was not registered under the Securities Act of 1933, as amended.


Purchases of Equity Securities by the Issuer and Affiliated Purchasers


In October 2018, the Board of Directors canceled all prior repurchase authorizations and established a new share repurchase authorization of up to $500.0 million. As of December 31, 2018,2019, we have $478.0$391.3 million in value of shares (inclusive of commissions and fees) available to be repurchased under the plan. The stock repurchase plan has no expiration date and repurchases may be made in the open market, in privately negotiated transactions, or pursuant to a Rule 10b5-1 plan.


Under our Credit Agreement, our stock repurchase capacity is restricted to $150.0 million per fiscal year, with the ability to undertake an additional amount of repurchases in such fiscal year provided that, on a pro forma basis after giving effect to the stock repurchase, our total covenant leverage ratio does not exceed 3.50 to 1.00. While we continue to preserve the capacity to execute share repurchases under our existing share repurchase authorization, going forward we will strive to pursue a balanced approach to capital allocation and will consider the repurchase of shares of our common stock, retirement of outstanding debt, and the pursuit of strategic acquisitions on an opportunistic basis.


The following table summarizes our repurchase activity under our Board-approved stock repurchase plan for the three months ended December 31, 2018:2019:


Issuer Purchases of Equity SecuritiesIssuer Purchases of Equity Securities      Issuer Purchases of Equity Securities      
PeriodTotal Number of Shares Purchased 
Average Price Paid per Share (1)
 Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or ProgramsTotal Number of Shares Purchased 
Average Price Paid per Share (1)
 Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
October 1 to October 31, 2018489,200
 $40.03
 489,200
 $480,417,324
November 1 to November 30, 201860,062
 $40.87
 60,062
 $477,964,717
December 1 to December 31, 2018
 $
 
 $477,964,717
October 1 to October 31, 2019368,200
 $40.72
 368,200
 $401,364,478
November 1 to November 30, 2019256,800
 $39.23
 256,800
 $391,289,906
December 1 to December 31, 2019
 $
 
 $391,289,906
Total549,262
 $40.12
 549,262
  625,000
 $
 625,000
  
              
(1)Calculated inclusive of commissions.



Stock Performance Graph


The following performance graph and related information shall not be deemed “soliciting material” or “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that it is specifically incorporated by reference into such filing.


The following graph compares the yearly percentage change in the cumulative total stockholder return on our common stock with corresponding changes in the cumulative total returns of the Russell 2000 Index and two peer group indices. The comparison assumes an investment of $100 at the close of business on December 31, 20132014 and reinvestment of dividends. This historical performance is not indicative of future performance.


stkperf2018.jpgstkperf2019.jpg


The 20172018 Peer Group, which was used by the Board's Compensation Committee for 20172018 compensation decisions, consisted of: Acxiom Corporation,Black Knight Inc., Broadridge Financial Solutions, Inc., Black Knight Inc., CSG Systems International Inc., The Dun & Bradstreet Corporation, Equifax, Inc., Euronet Worldwide, Inc., Fair Isaac Corporation, Fidelity National Financial, Inc., First American Financial, Fleetcor Technologies, Inc., Gartner, Inc., Global Payments, Inc., Jack Henry & Associates, Inc., Paychex, Inc., TeraData Corporation, and Verisk Analytics, Inc. In 2018,2019, the Compensation Committee adopted the 20182019 Peer Group for use in 20182019 compensation decisions, modifying the 20172018 Peer Group to add Euronet Worldwide, Fleetcor Technologies, Global Payments,Altisource Portfolio Solutions S.A., Fidelity National Information Services, Inc., Mgic Investment Corporation, Mr. Cooper Group, Inc., Pennymac Financial Services, Inc., Radian Group, Inc., Realogy Holdings Corporation, and PaychexZillow Group as well as remove CIBERBroadridge Financial Solutions, Inc., Dun & Bradstreet Corporation, Paychex, Inc., and DST Systems, Inc., as they were both delisted and ceased trading.Teradata Corporation. The 20182019 Peer Group more accurately and appropriately reflects our business and the industries in which we compete.



Item 6. Selected Financial Data


The selected consolidated financial data for the five-year period ended December 31, 20182019 has been derived from the consolidated financial statements. The selected consolidated financial data should be read in conjunction with the consolidated financial statements and notes thereto, “Item 1—Business—Corporate Events—Acquisitions” and “Item 7—Management’s Discussion and Analysis of Financial Condition and Consolidated Results of Operations.” The consolidated statements of operations data for the years ended December 31, 20152016 and 20142015 and the consolidated balance sheet data as of December 31, 20162017, 20152016, and 20142015 have been derived from financial statements not included herein.


(in thousands, except per share amounts)For the Year Ended December 31,For the Year Ended December 31,
Income Statement Data:2018 2017 2016 2015 20142019 2018 2017 2016 2015
Operating revenue$1,788,378
 $1,851,117
 $1,952,557
 $1,528,110
 $1,405,040
$1,762,235
 $1,788,378
 $1,851,117
 $1,952,557
 $1,528,110
Operating income$222,618
 $238,618
 $277,940
 $203,449
 $170,517
$165,536
 $222,618
 $238,618
 $277,940
 $202,924
Equity in earnings/(losses) of affiliates, net of tax$1,493
 $(1,186) $496
 $13,720
 $14,120
$555
 $1,493
 $(1,186) $496
 $13,720
Amounts attributable to CoreLogic:                  
Income from continuing operations, net of tax$122,451
 $149,534
 $109,946
 $128,400
 $89,741
$66,850
 $122,451
 $149,534
 $109,946
 $128,400
(Loss)/income from discontinued operations, net of tax(587) 2,315
 (1,466) (556) (16,653)(17,470) (587) 2,315
 (1,466) (556)
Gain/(loss) from sale of discontinued operations, net of tax
 313
 (1,930) 
 112

 
 313
 (1,930) 
Net income attributable to CoreLogic$121,864
 $152,162
 $106,550
 $127,844
 $73,200
$49,380
 $121,864
 $152,162
 $106,550
 $127,844
Balance Sheet Data: 
  
  
  
  
 
  
  
  
  
Assets of discontinued operations$6,286
 $629
 $383
 $662
 $681
Total assets$4,168,990
 $4,077,413
 $3,907,534
 $3,673,716
 $3,487,295
$4,158,657
 $4,168,990
 $4,077,413
 $3,907,534
 $3,673,716
Long-term debt$1,779,176
 $1,753,570
 $1,602,047
 $1,336,674
 $1,301,495
Total debt$1,666,560
 $1,779,176
 $1,753,570
 $1,602,047
 $1,336,674
Total equity$1,000,498
 $1,007,876
 $1,002,984
 $1,049,490
 $1,014,167
$951,210
 $1,000,498
 $1,007,876
 $1,002,984
 $1,049,490
Dividends declared per common share of stock$0.22
 $
 $
 $
 $
Amounts attributable to CoreLogic: 
  
  
  
  
 
  
  
  
  
Basic income/(loss) per share: 
  
  
  
  
 
  
  
  
  
Income from continuing operations, net of tax$1.51
 $1.79
 $1.26
 $1.44
 $0.99
$0.84
 $1.51
 $1.79
 $1.26
 $1.44
(Loss)/income from discontinued operations, net of tax(0.01) 0.03
 (0.02) (0.01) (0.18)(0.22) (0.01) 0.03
 (0.02) (0.01)
Gain/(loss) from sale of discontinued operations, net of tax
 
 (0.02) 
 

 
 
 (0.02) 
Net income attributable to CoreLogic$1.50
 $1.82
 $1.22
 $1.43
 $0.81
$0.62
 $1.50
 $1.82
 $1.22
 $1.43
Diluted income/(loss) per share: 
  
  
  
  
 
  
  
  
  
Income from continuing operations, net of tax$1.49
 $1.75
 $1.23
 $1.42
 $0.97
$0.83
 $1.49
 $1.75
 $1.23
 $1.42
(Loss)/income from discontinued operations, net of tax(0.01) 0.03
 (0.02) (0.01) (0.18)(0.22) (0.01) 0.03
 (0.02) (0.01)
Gain/(loss) from sale of discontinued operations, net of tax
 
 (0.02) 
 

 
 
 (0.02) 
Net income attributable to CoreLogic$1.48
 $1.78
 $1.19
 $1.41
 $0.79
$0.61
 $1.48
 $1.78
 $1.19
 $1.41
Weighted average shares outstanding 
  
  
  
  
 
  
  
  
  
Basic80,854
 83,499
 87,502
 89,070
 90,825
79,885
 80,854
 83,499
 87,502
 89,070
Diluted82,275
 85,234
 89,122
 90,564
 92,429
81,021
 82,275
 85,234
 89,122
 90,564



Item 7. Management’s Discussion and Analysis of Financial Condition and Consolidated Results of Operations


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS


This Annual Report on Form 10-K and certain information incorporated herein by reference contain forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements included or incorporated by reference in this Annual Report, other than statements that are purely historical, are forward-looking statements. Words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “seek,” “estimate,” “will,” “should,” “would,” “could,” “may,” and similar expressions also identify forward-looking statements. The forward-looking statements include, without limitation, statements regarding our future operations, financial condition and prospects,operating results, revenues and earnings, liquidity, our estimated income tax rate, unrecognized tax positions, amortization expenses, impact of recent accounting pronouncements, our cost management program, our acquisition strategy and our growth plans, expectations regarding our recent acquisitions, dividends, share repurchases, the level of aggregate US mortgage originations, and the reasonableness of the carrying value related to specific financial assets and liabilities.


Our expectations, beliefs, objectives, intentions, and strategies regarding future results are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from results contemplated by our forward-looking statements.


We urge you to carefully consider risks and uncertainties and review the additional disclosures we make concerning risks and uncertainties that may materially affect the outcome of our forward-looking statements and our future business and operating results, including those made in Item 1A, “Risk Factors” in this 10-K, as such risk factors may be amended, supplemented, or superseded from time to time by other reports we file with the SEC. We assume no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of the filing of this Annual Report on Form 10-K.


Business Overview


We are a leading global property information, analytics, and data-enabled software platforms, and services provider operating in North America, Western Europe, and Asia Pacific. Our combined data from public, contributory, and proprietary sources provides detailed coverage of property, mortgages, and other encumbrances, property risk and replacement cost, consumer credit, tenancy, location, hazard risk, and related performance information. We have more than one million users who rely on our data and predictive decision analytics to reduce risk, enhance transparency, and improve the performance of their businesses.


We offer our clients a comprehensive national database covering real property and mortgage information, judgments and liens, building and replacement costs, parcel and geospatial data, criminal background records, eviction information, non-prime lending records, credit information, and tax information, among other data types. Our databases include over 900 million historical property transactions, over 100 million mortgage applications andstructured property-specific data covering approximatelyconsisting of over 150 million parcel records covers 99% of the US, includes both residential properties,and commercial real estate data and is enriched by over 1 billion historical sales, mortgage, and pre-foreclosure transactions. Our consortium data covers loan level mortgage performance, appraisal, as well as commercial locations, totaling nearly 150mortgage application data and is in excess of 300 million records. We are also the industry's first parcel-based geocoder and have developed a proprietary parcelspatial database covering more than 150 million parcelsparcel polygons across the US. We believe the quality of the data we offer is distinguished by our broad range of data sources and our experience in aggregating, organizing, normalizing, processing, and delivering data to our clients.


With our data as a foundation, we have built strong analytics capabilities and a variety of value-added business services to meet our clients’ needs for property tax processing, property valuation, mortgage and automotive credit reporting, tenancy screening, hazard risk, property risk and replacement cost, flood plain location determination, and other geospatial data, analytics, and related services.



Overview of Business Environment and Company Developments


Business Environment


The volume of US mortgage loan originations serves as a key market driver for more than half of our business. We believe the volume of real estate and mortgage transactions is primarily affected by real estate prices, the availability of funds for mortgage loans, mortgage interest rates, housing supply, employment levels, and the overall state of the US economy. We believe mortgage origination unit volumes decreasedincreased by greater than 15%approximately 10% in 20182019 relative to 2017,2018, primarily due to significantly lowerhigher mortgage refinance volumes in the second half of 2019, resulting from risinglower interest rates and other factors which favorably impacted overall mortgage volumes. Going forward, we expect 2020 mortgage unit volumes to be flat relative to 2019 levels as lower interest rates are unfavorably

impacting mortgage purchase volumes.expected to enable higher refinance volumes through the first half of 2020. Mortgage purchase volumes are also beingcontinue to be impacted by multiple factors such as tight inventory supply, insufficient supply of new housing stock, and affordability, all of which we expect to continue for the foreseeable future. For 2019, we expect the trend in rising interest rates to continue and therefore we expect 2019 mortgage unit volumes to be approximately 5% lower relative to 2018 levels, mostly due to lower expected refinance activity.


We generate the majority of our revenues from clients with operations in the US residential real estate, mortgage origination, and mortgage servicing markets. Approximately 31.3%29.8%, 38.7%31.3%, and 43.0%38.7% of our operating revenues for the yearyears ended December 31, 2019, 2018 2017 and 2016,2017, respectively, were generated from our ten largest clients who consist of some of the largest US mortgage originators and servicers. None of our clients individually accounted for 10.0% or more of our operating revenues for the yearyears ended December 31, 2019 and 2018. One of our clients, Bank of America, accounted for 11.1% of our operating revenues for the year ended December 31, 2017, and two of our clients, Wells Fargo and Bank of America, accounted for 14.0% and 11.5%, respectively, of our operating revenues for the year ended December 31, 2016.2017. Although both of our business segments report revenue from these clients,this client, on a relative basis, UWS has higher customer concentrations.concentration.


Recent Company DevelopmentsDividend


In December 2019, we announced the initiation of a quarterly cash dividend to common shareholders. CoreLogic paid a cash dividend of $0.22 per share of common stock on January 24, 2020 to shareholders of record on the close of business January 10, 2020.

Business Exits & Transformation


In December 2018, we announced theour intent to exit a loan origination software unit and its remaining legacy default management related platforms, over the next 24 months, as well as accelerate our appraisal management companyAMC transformation program. We believe these actions will expand our overall profit margins and provide for enhanced long-term organic growth trends. In September 2019, we divested our default management related platforms and received proceeds of $3.8 million. For the year ended December 31, 2019, operating revenues decreased by $61.9 million attributable to the aforementioned business exists and strategic transformation compared to 2018. We will assessalso recorded non-cash impairment charges of $47.8 million and may incur cash and non-cash charges associated with these actions.severance expense of $5.3 million in 2019 relating to the AMC transformation program which concluded in December 2019.


Acquisitions


During 2018,2019, we completed the acquisitionsacquisition of eTech, a la mode, HomeVisit and SymbilityNTS for total net cash of approximately $219.6$13.2 million, which werewas paid with available cash. This acquisition included contingent consideration of up to $7.5 million to be paid in cash by 2022, contingent upon the achievement of certain revenue targets in fiscal years 2020 and additional borrowings on our Revolving Facility.2021. See Note 17 - Acquisitions for further discussion. During 2018, we borrowed $191.2 million under the Revolving Facility. We also paid down $157.5 million, of which $90.0 million were advance payments, under the Term Facility. See Note 8 - Long Term Debt of the Notes to Consolidated Financial Statements included in Item 8 - Financial Statements and Supplementary Data of this Annual Report on Form 10-K for further discussion.

Financing Activities

In May 2019 we amended the Credit Agreement with Bank of America, N.A., as the administrative agent and other financial institutions. The Credit Agreement provides for a $1.8 billion five-year Term Facility, and a $750.0 million five-year Revolving Facility. The Term Facility matures, and the Revolving Facility expires, in May 2024. The Revolving Facility includes a $100.0 million multicurrency revolving sub-facility and a $50.0 million letter of credit sub-facility. The Credit Agreement also provides for the ability to increase the Term Facility and Revolving Facility by up to $300.0 million in the aggregate; however, the lenders are not obligated to do so. See Note 8 - Long Term Debt of the Notes to Consolidated Financial Statements included in Item 8 - Financial Statements and Supplementary Data of this Annual Report on Form 10-K for further discussion.


Technology Transformation


In September 2018, we announced the adoption of the GCP as a foundational element of our ongoing technology transformation program to further expand infrastructure capabilities and drive efficiencies. We expect to complete the initial deployment of GCP over the next 2412 months. Once implemented, CoreLogic plans to leverage the capabilities of the cloud platform to achieve best-in-class system performance and reliability and to facilitate the deployment of unique business insights fueled by gold-standard data, information, and analytics. Additionally, we expect to realize significant cost efficiencies and enhanced security.security upon implementation.


Productivity & Cost Management


In line with our on-going commitment to operational excellence and margin expansion, we achieved our cost reduction target of $15.0$20.0 million in 2018.2019. Savings were realized through the reduction of operating costs, selling, general and administrative costs, outsourcing certain business process functions, consolidation of facilities, and other operational improvements.


Unless otherwise indicated, the Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Annual Report on Form 10-K relate solely to the discussion of our continuing operations.



Consolidated Results of Operations

Year Ended December 31, 2019 Compared to Year Ended December 31, 2018

Operating Revenues

Our consolidated operating revenues were $1.8 billion for the year ended December 31, 2019, a decrease of $26.1 million when compared to 2018, and consisted of the following:

(in thousands, except percentages) 2019 2018 $ Change % Change
PIRM $712,057
 $705,284
 $6,773
 1.0 %
UWS 1,062,864
 1,093,846
 (30,982) (2.8)
Corporate and eliminations (12,686) (10,752) (1,934) 18.0
Operating revenues $1,762,235
 $1,788,378
 $(26,143) (1.5)%

Our PIRM segment revenues increased by $6.8 million, or 1.0%, when compared to 2018. Acquisition activity contributed $46.2 million in 2019. Excluding acquisition activity, the decrease of $39.4 million was primarily due to lower property insights of $27.5 million as well as lower insurance and spatial solutions revenues of $4.2 million attributable to lower volumes. Property insights included unfavorable foreign exchange translation of $9.8 million and weaker market conditions in Australia which negatively impacted revenues by $8.9 million. Other revenues decreased by $7.7 million.

Our UWS segment revenues decreased by $31.0 million, or 2.8%, when compared to 2018. Acquisition activity contributed $13.2 million in 2019. Excluding acquisition activity, the decrease of $44.2 million was primarily due to lower credit solutions revenues of $21.8 million attributable to lower volumes. Additionally, our valuation solutions and other revenues reflect the impact of our business exits and transformation initiatives which lowered our segment revenues by approximately $61.9 million offset by higher market volumes of $24.9 million. Refer to "Business Exits & Transformation" for further details. Further, tax solutions was also impacted by a discrete prior year benefit of accelerated revenue recognition of approximately $23.7 million. These decreases were partially offset by higher market volumes, which increased flood data solutions revenues by $11.4 million and tax solutions revenue by $3.2 million.

Our corporate and eliminations revenues were comprised of intercompany revenue eliminations between our operating segments.

Cost of Services (exclusive of depreciation and amortization)

Our consolidated cost of services was $880.1 million for the year ended December 31, 2019, a decrease of $41.3 million, or 4.5%, when compared to 2018. Acquisition activity contributed $26.8 million of additional cost in 2019. Excluding acquisition activity, the decrease of $68.1 million was primarily due to lower operating revenues and favorable product mix.

Selling, General and Administrative Expense

Our consolidated selling, general and administrative expenses were $480.9 million for the year ended December 31, 2019, an increase of $36.3 million, or 8.2%, when compared to 2018. Acquisition activity contributed an increase of $23.6 million in 2019. Excluding acquisition activity, the increase of $12.7 million was primarily due to higher productivity-related investments of $16.8 million, higher severance expense of $4.7 million, and higher personnel-related costs of $7.1 million, partially offset by lower outsourced services of $13.0 million, and lower other expenses of $2.9 million.

Depreciation and Amortization

Our consolidated depreciation and amortization expense was $187.7 million for the year ended December 31, 2019, a decrease of $4.3 million, or 2.2%, when compared to 2018. Excluding acquisition activity of $6.6 million, the decrease of $10.9 million is primarily due to assets that were fully impaired during the current year.


Impairment Loss

Our consolidated impairment loss totaled $47.9 million for the year ended December 31, 2019, an increase of $40.2 million when compared to 2018, representing current year write-offs of client lists of $32.3 million, software of $12.3 million, and licenses of $3.3 million related to the transformation of our AMC business in 2019, offset by prior year impairment charges related to software of $7.7 million.

Operating Income

Our consolidated operating income was $165.5 million for the year ended December 31, 2019, a decrease of $57.1 million, or 25.6%, when compared to 2018, and consisted of the following:

(in thousands, except percentages) 2019 2018 $ Change % Change
PIRM $71,834
 $86,784
 $(14,950) (17.2)%
UWS 220,421
 239,219
 (18,798) (7.9)
Corporate and eliminations (126,719) (103,385) (23,334) 22.6
Operating income $165,536
 $222,618
 $(57,082) (25.6)%

Our PIRM segment operating income decreased by $15.0 million, or 17.2%, for the year ended December 31, 2019, when compared to 2018. Excluding acquisition activity of $1.7 million, operating income decreased by $13.3 million and margins decreased by 120 basis points primarily due to lower operating revenues, partially offset by the impact of our ongoing operational efficiency programs.

Our UWS segment operating income decreased by $18.8 million, or 7.9%, when compared to 2018. Excluding acquisition-related activity of $4.1 million, operating income decreased $22.9 million and margins decreased by 127 basis points primarily due to our AMC transformation and a prior year benefit of accelerated revenue recognition, partially offset by higher market volumes, favorable product mix and the impact of our ongoing operational efficiency programs.

Corporate and eliminations had an unfavorable variance of $23.3 million, or 22.6%, primarily due to higher investments in data and technology capabilities.

Total Interest Expense, Net

Our consolidated total interest expense, net, was $76.2 million for the year ended December 31, 2019, an increase of $2.2 million, or 3.0%, when compared to 2018. The increase was primarily due to higher average outstanding principal balances in the current year. See Note 8 - Long-Term Debt for further discussion.

Tax Indemnification Release

In the current year, we recorded a $13.4 million loss related to the release of a tax indemnification receivable due to the expiration of the statutes of limitations in our principal state jurisdictions. Associated state tax reserves of $15.3 million were also released and recognized as income tax benefit through the provision for income taxes.

(Loss)/Gain on Investments and Other, Net

Our consolidated loss on investments and other, net, was $0.5 million for the year ended December 31, 2019, an unfavorable variance of $18.5 million when compared to 2018. The variance was primarily due to merger and acquisition activity totaling $17.1 million, a loss of $6.6 million related to a fair value adjustment on an equity investment, and $1.5 million of unamortized debt issuance cost write-offs due to financing activities in May 2019. The aforementioned items were partially offset by current year realized gains on our supplemental benefit plans of $6.7 million.


Provision for Income Taxes

Our consolidated provision for income taxes from continuing operations was $9.2 million and $45.7 million for the years ended December 31, 2019 and 2018, respectively. Our effective income tax rate was 12.2% and 27.4% for the years ended December 31, 2019 and 2018, respectively. The decrease in the effective income tax rate was primarily due to the tax benefit associated with the reversal of state tax reserves due to the expiration of the statute of limitations in our principal state jurisdictions and a prior year one-time charge for the transitions tax in connection with the Tax Cuts and Jobs Act.

Loss from Discontinued Operations, Net of Tax

Our consolidated loss from discontinued operations, net of tax was $17.5 million for the year ended December 31, 2019, primarily reflecting a $23.0 million legal settlement, prior to an associated tax benefit, resulting from an appellate court decision. The net loss of $0.6 million in 2018 results primarily from legal losses. See Note 2 - Significant Accounting Policies for further information.


Year Ended December 31, 2018 Compared to Year Ended December 31, 2017


Operating Revenues


Our consolidated operating revenues were $1.8 billion for the year ended December 31, 2018, a decrease of $62.7 million when compared to 2017, and consisted of the following:


(in thousands, except percentages) 2018 2017 $ Change % Change
PIRM $705,284
 $703,032
 $2,252
 0.3 %
UWS 1,093,846
 1,157,432
 (63,586) (5.5)
Corporate and eliminations (10,752) (9,347) (1,405) 15.0
Operating revenues $1,788,378
 $1,851,117
 $(62,739) (3.4)%


Our PIRM segment revenues increased by $2.3 million, or 0.3%, when compared to 2017. Acquisition activity contributed $21.8 million in 2018. Excluding acquisition activity, the decrease of $19.5 million was primarily due to lower property insights of $6.5 million from lower volumes, lower insurance &and spatial solutions of $6.9 million from lower weather event-related revenues, the impact of unfavorable foreign exchange translation of $3.5 million within property insights, and lower other revenues of $2.6 million.


Our UWS segment revenues decreased by $63.6 million, or 5.5%, when compared to 2017. Acquisition activity contributed $37.7 million in 2018. Excluding acquisition activity, the decrease of $101.3 million was primarily due to lower valuation solutions of $85.9 million, credit solutions of $9.6 million, flood data servicessolutions of $4.2 million, and other revenues of $1.6 million, mainly driven by lower mortgage market unit volumes and the impact of planned vendor diversification from key appraisal management clients. We also recorded the benefit of accelerated revenue recognition of approximately $23.7 million resulting from the amendment of a long-term contract in property tax solutions, which was entirely offset by lower mortgage market unit volumes.


Our corporate and eliminations revenues were comprised of intercompany revenue eliminations between our operating segments.


Cost of Services (exclusive of depreciation and amortization)


Our consolidated cost of services was $921.4 million for the year ended December 31, 2018, a decrease of $53.4 million, or 5.5%, when compared to 2017. Acquisition activity contributed $22.3 million of additional cost in 2018. Excluding acquisition activity, the decrease of $75.7 million was primarily due to lower operating revenues.


Selling, General and Administrative Expense


Our consolidated selling, general and administrative expenses werewas $444.6 million for the year ended December 31, 2018, a decrease of $15.2 million, or 3.3%, when compared to 2017. Acquisition activity contributed an increase of $25.4 million in 2018. Excluding acquisition activity, the decrease of $40.6 million was primarily related to our ongoing operational efficiency programs, which reduced our personnel-related expenses by $36.0 million. In addition, we incurred lower legal settlement costs of $14.0 million and other expenses of $11.5 million. The decrease was partially offset by higher outsourced services of $20.9 million for initiatives and investments on data and technology capabilities.


Depreciation and Amortization


Our consolidated depreciation and amortization expense was $199.7$192.0 million for the year ended December 31, 2018, an increase of $21.9$14.2 million, or 12.3%8.0%, when compared to 2017,2017. The increase was primarily due to acquisitionsacquisitions.

Impairment Loss

Our consolidated impairment loss increased $7.7 million when compared to 2017 which contributed $12.5 million of additional expense. In addition, there was higherdue to impairment charges on capitalizedof software of $7.7 million in the current year.2018.



Operating Income


Our consolidated operating income was $222.6 million for the year ended December 31, 2018, a decrease of $16.0 million, or 6.7%, when compared to 2017, and consisted of the following:


(in thousands, except percentages) 2018 2017 $ Change % Change
PIRM $86,784
 $89,129
 $(2,345) (2.6)%
UWS 239,219
 233,366
 5,853
 2.5
Corporate and eliminations (103,385) (83,877) (19,508) 23.3
Operating income $222,618
 $238,618
 $(16,000) (6.7)%


Our PIRM segment operating income decreased by $2.3 million, or 2.6%, when compared to 2017. AcquisitionAcquisition-related activity lowered operating income by $6.7 million in 2018 primarily due to investments on data and technology capabilities and the amortization of acquisition-related intangible assets. Excluding acquisition activity, operating income increased by $4.4 million and operating margins increased 101 basis points primarily due to lower legal settlement costs of $14.0 million, partially offset by lower operating revenues.


Our UWS segment operating income increased by $5.9 million, or 2.5%, when compared to 2017. Excluding acquisition-related activity of $6.1 million, operating income decreased $0.2 million primarily due to lower mortgage market unit volumes, unfavorable product mix and higher impairment charges on capitalized software of $7.7 million. The decrease was partially offset by the benefit of accelerated revenue recognition resulting from the amendment of a long-term contract in our property tax solutions operations. Operating margins increased 197 basis points compared to 2017.


Corporate and eliminations had an unfavorable variance of $19.5 million, or 23.3%, primarily due to higher investments on data and technology capabilities.


Total Interest Expense, Net


Our consolidated total interest expense, net was $74.0 million for the year ended December 31, 2018, an increase of $12.2 million, or 19.7%, when compared to 2017. The increase was primarily due to a higher average outstanding principal balancebalances and higher interest rates.rates in 2018.


Loss on Early Extinguishment of Debt

Our consolidated loss on early extinguishment of debt decreased $1.8 million when compared to 2017. For the year ended December 31, 2017, we wrote-off unamortized debt issuance costs of $1.8 million due to financing activities in August 2017.

Impairment Loss on Investment in Affiliates

Our consolidated impairment loss on investment in affiliates was $3.8 million for the year ended December 31, 2017, representing other-than-temporary losses in value in investments, due to our expected inability to recover the carrying amount of the investments.

Gain/(loss)(Loss)/Gain on Investments and Other, Net


Our consolidated gain on investments and other, net was $18.0 million for the year ended December 31, 2018, a favorable variance of $20.3$25.9 million when compared to 2017. The variance is primarily due to higher 2018 gains of $15.3including $13.3 million largely duerelated to the current year purchase of the remaining interest of an equity-method investment, a current year gain of $3.3 million from the disposition of a long-term investment, and a gain of $1.7 million from the sale of a non-core business. Additionally, in 2017 we wrote-off unamortized debt issuance costs of $1.8 million in conjunction with financing activities as well as impaired equity method investments for $3.8 million, representing other-than temporary losses in value due to our expected inability to recover the carrying amount of the investments.


Provision for Income Taxes


Our consolidated provision for income taxes from continuing operations was $45.7 million and $18.2 million for the years ended December 31, 2018 and 2017, respectively. Our effective income tax rate was 27.4% and 10.8% for the years ended December 31, 2018 and 2017, respectively. The increase in the effective income tax rate was primarily due to the

enactment of the Tax Cuts and Jobs Act ("TCJA"), which resulted in thea one-time charge for the transition tax in 2018 of $12.5 million and thea 2017 provisional benefit of $38.0 million for remeasuring ourof deferred taxes. The increase was partially offset by the lower income tax rate in effect under TCJA.


Loss from Discontinued Operations, Net of Tax


Our consolidated loss from discontinued operations, net of tax was $0.6 million for the year ended December 31, 2018, an unfavorable variance of $2.9 million, when compared to 2017, due primarily to a legal settlement gain in the prior year.2017.


Consolidated Results of Operations

Year Ended December 31, 2017 Compared to Year Ended December 31, 2016

Operating Revenues

Our consolidated operating revenues were $1.9 billion for the year ended December 31, 2017, a decrease of $101.4 million when compared to 2016, and consisted of the following:

(in thousands, except percentages) 2017 2016 $ Change % Change
PIRM $703,032
 $706,496
 $(3,464) (0.5)%
UWS 1,157,432
 1,256,841
 (99,409) (7.9)
Corporate and eliminations (9,347) (10,780) 1,433
 (13.3)
Operating revenues $1,851,117
 $1,952,557
 $(101,440) (5.2)%

Our PIRM segment revenues decreased by $3.5 million, or 0.5%, when compared to 2016. Acquisition activity contributed $10.5 million in 2017. Excluding acquisition activity, the decrease of $14.0 million was primarily due to lower property insights revenues of $22.2 million from lower mortgage loan origination volumes and project-related revenues and lower other revenues of $6.8 million, partially offset by higher insurance & spatial solutions revenues of $15.0 million, improved pricing, market share gains and new product contributions.

Our UWS segment revenues decreased by $99.4 million, or 7.9%, when compared to 2016. Acquisition activity contributed $30.4 million in 2017. Excluding acquisition activity, the decrease of $129.8 million was primarily comprised of revenue reductions in valuation solutions of $106.8 million, flood data solutions of $9.1 million and other of $13.9 million. These reductions reflect lower mortgage loan origination volumes as well as the impact of the planned vendor diversification by a significant appraisal management client.

Our corporate and eliminations revenues were comprised of intercompany revenue eliminations between our operating segments.

Cost of Services (exclusive of depreciation and amortization)

Our consolidated cost of services was $1.0 billion for the year ended December 31, 2017, a decrease of $69.1 million, or 6.6%, when compared to 2016. Acquisition activity contributed $18.6 million of additional cost in 2017. Excluding acquisition activity, the decrease of $87.7 million was primarily due to lower revenues and our on-going operational efficiency programs.

Selling, General and Administrative Expense

Our consolidated selling, general and administrative expenses was $459.8 million for the year ended December 31, 2017, an increase of $1.7 million, or 0.4%, when compared to 2016. Acquisition activity contributed an increase of $7.2 million in 2017. Excluding acquisition activity, the decrease of $5.5 million was primarily due to lower personnel-related expenses of $59.8 million largely from lower variable compensation and the favorable impact of our ongoing operational efficiency programs. These programs also lowered real estate facility costs by $2.3 million, travel and communication costs by $2.4 million and other costs by $9.4 million, partially offset by higher legal settlement costs of $14.0 million, higher external

services costs of $32.4 million (including investments in technology, innovation and compliance-related capabilities) and higher professional fees of $22.0 million.

Depreciation and Amortization

Our consolidated depreciation and amortization expense was $177.8 million for the year ended December 31, 2017, an increase of $5.2 million, or 3.0%, when compared to 2016. Acquisition activity contributed $10.4 million in 2017. Excluding acquisition activity, the decrease of $5.2 million was primarily due to assets that were fully depreciated in the prior year, primarily in the UWS segment.

Operating Income

Our consolidated operating income was $238.6 million for the year ended December 31, 2017, a decrease of $39.3 million, or 14.1%, when compared to 2016, and consisted of the following:

(in thousands, except percentages) 2017 2016 $ Change % Change
PIRM $89,129
 $101,700
 $(12,571) (12.4)%
UWS 233,366
 255,583
 (22,217) (8.7)
Corporate and eliminations (83,877) (79,343) (4,534) 5.7
Operating income $238,618
 $277,940
 $(39,322) (14.1)%

Our PIRM segment operating income decreased by $12.6 million, or 12.4%, when compared to 2016. Acquisition-related activity contributed $3.2 million to operating income in 2017. Excluding acquisition activity, operating income decreased $15.8 million and operating margins decreased 199 basis points primarily due to lower property insights revenues and higher legal settlement costs of $14.0 million, partially offset by higher insurance & spatial solutions revenues and the impact of our on-going operational efficiency programs.

Our UWS segment operating income decreased by $22.2 million, or 8.7%, when compared to 2016. Acquisition-related activity contributed $1.4 million of operating losses in 2017 primarily due to the amortization of acquired intangibles. Excluding acquisition activity, operating income decreased $23.6 million and operating margins remained relatively consistent when compared to 2016. The decrease was primarily due to lower revenues, partially offset by the impact of our ongoing operational efficiency programs.

Corporate and eliminations operating loss increased $4.5 million, or 5.7%, due to higher stock-based compensation of $4.2 million from a one-time vesting acceleration in accordance with our equity plan, along with higher external services costs from investments in technology, innovation and compliance-related capabilities of $48.0 million, partially offset by the impact of ongoing operational efficiency programs.

Total Interest Expense, Net

Our consolidated total interest expense, net was $61.8 million for the year ended December 31, 2017, an increase of $1.5 million, or 2.5%, when compared to 2016. The increase was primarily due to a higher average outstanding principal balance in 2017 and higher interest rates.

Loss on Early Extinguishment of Debt

Our consolidated loss on early extinguishment of debt was $1.8 million for the year ended 2017, a decrease of $24.8 million when compared to 2016. The decrease is primarily related to losses on our extinguishment of debt of $24.4 million in connection with the redemption of all outstanding balances under the 7.25% senior notes in July 2016 and $2.2 million in connection with the pay down on the 7.55% senior debentures in November 2016. For the year ended December 31, 2017, we wrote-off unamortized debt issuance costs of $1.8 million due to financing activities in August 2017.

Impairment Loss on Investment in Affiliates


Our consolidated impairment loss on investment in affiliates was $3.8 million for the year ended December 31, 2017, a decrease of $19.6 million, or 83.7%. Such write-downs are due to other-than-temporary losses in value in investments, reflecting our expected inability to recover the carrying amount of the investments.

Loss on Investments and Other, Net

Our consolidated loss on investments and other, net was $2.3 million for the year ended December 31, 2017, an unfavorable variance of $22.1 million when compared to 2016. The variance is primarily due to the prior year gain of $8.0 million on the fair value adjustment of the contingent consideration related to the acquisition of FNC, Inc. ("FNC") in April 2016, prior year gain of $11.4 million from the sale of investments, prior year losses of $2.0 million related to supplemental benefit plans, 2017 losses of $5.1 million from the final settlement of a previously terminated pension plan, as well as net losses of $1.9 million in connection with the purchase of Mercury Network LLC ("Mercury"), partially offset by higher realized gains on investments of $2.3 million.

Provision for Income Taxes

Our consolidated provision for income taxes from continuing operations was $18.2 million and $54.5 million for the years ended December 31, 2017 and 2016, respectively. Our effective income tax rate was 10.8% and 33.3% for the years ended December 31, 2017 and 2016, respectively. The change in the effective income tax rate was primarily due to the enactment of the TCJA enacted in December 2017, which required the remeasurement of our federal deferred tax assets and liabilities due to the reduction of US corporate income tax rate from 35.0% to 21.0%. See Note 15 - Income Taxes of the Notes to Consolidated Financial Statements included in Item 8 - Financial Statements and Supplementary Data of this Annual Report on Form 10-K for further discussion.

Income from Discontinued Operations, Net of Tax

Our consolidated income from discontinued operations, net of tax was $2.3 million for the year ended December 31, 2017, a favorable variance of $3.8 million, when compared to 2016, due primarily to a legal settlement gain in the current year, partially offset by legal costs.

Liquidity and Capital Resources


Cash and cash equivalents totaled $85.3$105.2 million and $118.8$85.3 million as of December 31, 20182019 and 2017,2018, respectively, representing a decreasean increase of $33.5$19.9 million. As of December 31, 2018,2019, our cash balances held in foreign jurisdictions totaled $52.2$39.8 million and are primarily related to our international operations. We plan to maintain significant cash balances outside the US for the foreseeable future.


Restricted cash of $13.0$10.5 million and $13.4$13.0 million at December 31, 20182019 and 2017,2018, respectively, is comprised of certificates of depositdeposits that are pledged for various letters of credit/bank guarantees secured by us, escrow accounts due to acquisitions and divestitures as well as short-term investments within our deferred compensation plan trust.


Cash Flow


Operating Activities. Cash provided by operating activities reflects net income adjusted for certain non-cash items and changes in operating assets and liabilities. Total cash provided by operating activities was $364.2 million, $355.1 million and $385.9 million and $413.5 million for the years ended December 31, 20182019, 20172018, and 20162017, respectively. The increase in cash provided by operating activities in 2019 relative to 2018 was primarily due to favorable changes in working capital offset by lower net income from continuing operations, as adjusted for non-cash activities, and increased cash used in discontinued operations principally related to the impact of a 2019 legal settlement. See Note 2 - Significant Accounting Policies for further information.

The decrease in cash provided by operating activities in 2018 relative to 2017 was primarily due to unfavorable changes in working capital and a prior year2017 favorable legal settlement within our discontinued operations, partially offset by higher net earningsincome from continuing operations, as adjusted to excludefor non-cash items.activities.


The decrease in cash provided by operating activities in 2017 relative to 2016 was primarily due to lower net earnings as adjusted to exclude non-cash items, partially offset by favorable changes in working capital and an increase in cash provided by operating activities from our discontinued operations of $4.1 million in 2017 attributable to a favorable legal settlement.

Investing Activities. Total cash used in investing activities consisted primarily of capital expenditures, acquisitions, and dispositions. Cash used in investing activities was approximately $308.9$135.8 million, $308.9 million, and $268.9 million, and $474.7 million for the years ended December 31, 20182019, 20172018, and 20162017, respectively.



Cash used in investing activities from continuing operations during 2019 was primarily related to investments in property and equipment and capitalized data of $91.6 million and $40.0 million, respectively. Additionally, we paid net cash of $13.3 million primarily related to the NTS acquisition and made other investments of $0.7 million. These outflows were partially offset by proceeds from investments of $5.6 million as well as $4.1 million in proceeds from the sale of a business-line.

Cash used in investing activities from continuing operations during 2018 was primarily related to net cash paid for acquisitions, including eTech for $21.2 million, a la mode for $120.3 million, HomeVisit for $12.6 million, and Symbility for $66.0 million. Further, we had investments in property and equipment and capitalized data of $62.3 million and $35.1 million, respectively, proceeds from the sale of investments of $4.7 million, and $3.2 million in proceeds from the sale of a business-line.


Cash used in investing activities from continuing operations during 2017 was primarily related to net cash paid for acquisitions, including Mercury Network, LLC for $153.0 million, Myriad Development, Inc. for $22.0 million and Clareity Security, LLC for $15.0 million. Further, we had investments in property and equipment and capitalized data of $40.5 million and $35.0 million, respectively, and purchases of investments of $5.9 million.

Cash used in investing activities from continuing operations during 2016 was primarily related to net cash paid for acquisitions, including $394.9 million for FNC in April 2016, $18.0 million for the remaining interest in PropertyIQ Ltd. in January 2016 and $2.0 million for other acquisitions that were not significant. Further, we had investments in property and equipment and capitalized data of $45.2 million and $35.5 million, respectively, and purchases of investments of $3.4 million; partially offset by proceeds from the sale of marketable securities of $21.8 million and proceeds from the sale of investments of $2.5 million.


For the year ending December 31, 2019,2020, we anticipate investing between $90 million and $100$110 million in capital expenditures for property and equipment and capitalized data. Capital expenditures are expected to be funded by a combination of existing cash balances, cash generated from operations, or additional borrowings under our Revolving Facility.


Financing Activities. Total cash used in financing activities was $211.2 million, $82.7 million, and $73.4 million for the years ended December 31, 2019, 2018, and 2017, respectively. Total

Net cash provided byused in financing activities during 2019 was $41.1primarily comprised of repayment of long-term debt of $1.9 billion, share repurchases of $86.7 million, for the year ended December 31, 2016.debt issuance costs of $9.6 million partially offset by proceeds from debt issuance of $1.8 billion, and net settlements from share-based compensation related transactions of $0.1 million.


Net cash used in financing activities during 2018 was primarily comprised of repayment of long-term debt of $173.2 million and share repurchases of $109.1 million, partially offset by proceeds from debt issuance of $191.3 million and net settlementsettlements from share-based compensation related transactions of $8.3 million and proceeds from debt issuance of $191.3 million.


Net cash used in financing activities during 2017 was primarily comprised of repayment of long-term debt of $1.8 billion, share repurchases of $207.4 million, debt issuance costs of $14.3 million, and net settlementsettlements from share-based compensation related transactions of $4.4 million, partially offset by proceeds from debt issuance of $2.0 billion.

Net cash provided by financing activities during 2016 was primarily comprised of proceeds from debt issuance of $962.0 million and net settlement from share-based compensation related transactions of $6.7 million, partially offset by repayment of long-term debt of $710.0 million, share repurchases of $195.0 million, debt extinguishment premiums of $16.3 million and debt issuance costs of $6.3 million.


Financing and Financing Capacity


We had total debt outstanding of $1.8$1.7 billion and $1.8 billion as of December 31, 20182019 and 20172018, respectively. Our significant debt instruments are described below.


Credit Agreement

Agreement. In August 2017,May 2019, we amended and restated our Credit Agreement. The Credit Agreement provides for a $1.8 billion Term Facility and a $700.0$750.0 million Revolving Facility. The Term Facility matures, and the Revolving Facility expires, in August 2022.May 2024. The Revolving Facility includes a $100.0 million multicurrency revolving sub-facility and a $50.0 million letter of credit sub-facility. The Credit Agreement also provides for the ability to increase the Term Facility and/or Revolving Facility by up to $100.0$300.0 million in the aggregate; however, the lenders are not obligated to do so.


At December 31, 2018,2019, we had borrowing capacity of $521.9$750.0 million under the Revolving Facility and we were in compliance with all of our financial maintenance covenants under the Credit Agreement. However, if we have a significant increase in our outstanding debt or if our covenant EBITDA (as defined by our Credit Agreement) decreases significantly, we may be unable to incur additional indebtedness and the lenders under the Credit Agreement may be unwilling to permit us to amend the financial or restrictive covenants described above to provide additional flexibility. See Note 8 -Long Term Debt for further discussion.



During the year ended December 31, 2019, we made repurchases of $5.1 million on our debentures, exclusive of a $0.4 million premium paid which was recorded within (loss)/gain on investments and other, net, in the accompanying consolidated statement of operations.

As of December 31, 20182019, and 2017,2018, we recorded $0.7$0.4 million and $1.0$0.7 million, respectively, of accrued interest expense.



Interest Rate Swaps


We have entered into amortizing interest rate swaps (the "Swaps") in order to convert a portion of our interest rate exposure on the Credit Agreement floating rate borrowings from variable to fixed. Under the Swaps, we agree to exchange floating rate for fixed rate interest payments periodically over the life of the agreement. The floating rates in our Swaps are based on the one-month London interbank offering rate. The notional balances, terms, and maturities of our Swaps are designed to have the effect of fixing the rate of interest on at least 50% of the principal balance of our debt as fixed rate.senior term debt.


As of December 31, 2018,2019, our Swaps have a combined remaining notional balance of $1.5$1.3 billion, a weighted average fixed interest rate of 1.84%2.07% (rates range from 1.03% to 2.98%) and scheduled terminations through December 2025. As previously indicated, notional balances under our Swaps are scheduled to increase and decrease over their contract lengths based on our expectations of variable debt levels. Currently, we have scheduled notional amounts of between $1.5$1.3 billion and $1.3$1.2 billion through December 2020, then $1.2$1.1 billion and $1.0 billion through August 2022 and $400.0 million thereafter until December 2025. Approximate weighted average fixed interest rates for the aforementioned time intervalsperiods are 2.15%2.44%, 2.70%2.64%, and 2.98%2.95%, respectively.


Liquidity and Capital Strategy


We expect that cash flows from operations and current cash balances, together with available borrowings under our Revolving Facility, will be sufficient to meet operating requirements through the next twelve months. Cash available from operations, however, could be affected by any general economic downturn or any decline or adverse changes in our business such as a loss of clients, competitive pressures, or other significant change in business environment.


We strive to pursue a balanced approach to capital allocation and have recently initiated a dividend distribution. We will also continue to evaluate the repurchase of shares, management of outstanding debt, and pursuits of strategic acquisitions and investments on an opportunistic basis.

In October 2018, the Board of Directors established a new share repurchase authorization of up to $500.0 million of our common stock. Purchases may be made from time to time in the open market at prevailing market prices or in privately negotiated transactions. During the years ended December 31, 2019, 2018, 2017 and 2016,2017, we repurchased approximately 2.0 million, 2.3 million, 4.6 million and 5.04.6 million shares of our common stock for $86.7 million, $109.1 million, and $207.4 million, and $195.0 million,

respectively, including commission costs. As of December 31, 2019, we had $391.3 million in value of shares available to be repurchased under the plan.


In December 2019, we announced the initiation of a quarterly cash dividend to common shareholders. The Company paid a cash dividend of $0.22 per share of common stock on January 24, 2020 to shareholders of record as of January 10, 2020.

Availability of Additional Capital


Our access to additional capital fluctuates as market conditions change. There may be times when the private capital markets and the public debt or equity markets lack sufficient liquidity or when our securities cannot be sold at attractive prices, in which case we would not be able to access capital from these sources. Based on current market conditions and our financial condition (including our ability to satisfy the conditions contained in our debt instruments that are required to be satisfied to permit us to incur additional indebtedness), we believe that we have the ability to effectively access these liquidity sources for new borrowings. However, a weakening of our financial condition, including a significant decrease in our profitability or cash flows or a material increase in our leverage, could adversely affect our ability to access these markets and/or increase our cost of borrowings.


Contractual Obligations


A summary, by due date, of our total contractual obligations at December 31, 20182019, is as follows:


(in thousands)Less than 1 Year 1-3 Years 3-5 Years More than 5 Years TotalLess than 1 Year 1-3 Years 3-5 Years More than 5 Years Total
Operating leases$26,738
 $44,627
 $21,057
 $57,179
 $149,601
$23,874
 $35,037
 $21,145
 $55,285
 $135,341
Long-term debt26,935
 362,494
 1,393,405
 14,645
 1,797,479
56,022
 177,974
 1,444,359
 9,524
 1,687,879
Interest payments related to debt (1)78,787
 150,477
 41,215
 4,974
 275,453
59,604
 105,428
 67,641
 2,337
 235,010
Total (2)$132,460
 $557,598
 $1,455,677
 $76,798
 $2,222,533
$139,500
 $318,439
 $1,533,145
 $67,146
 $2,058,230
                  
(1)Estimated interest payments, net of the effect of our Swaps, are calculated assuming interest rates at December 31, 20182019 over minimum maturity periods specified in debt agreements.
(2)Excludes a net liability of $9.8$10.0 million related to uncertain tax positions including associated interest and penalties, and deferred compensation of $31.8$36.9 million due to uncertainty of payment period.



Critical Accounting Policies and Estimates


Our significant accounting policies are discussed in Note 2 -Significant Accounting Policies of the Notes to Consolidated Financial Statements included in Item 8 - Financial Statements and Supplementary Data. We consider the accounting policies described below to be critical in preparing our consolidated financial statements. These policies require us to make estimates and judgments that affect the reported amounts of certain assets, liabilities, revenues, expenses, and related disclosures of contingencies. Our assumptions, estimates, and judgments are based on historical experience, current trends, and other factors to be relevant at the time we prepare the consolidated financial statements. Although our estimates and assumptions are reasonable, we cannot determine future events. Consequently, actual results could differ materially from our assumptions and estimates.


Operating Revenue Recognition. We derive our operating revenues primarily from US mortgage lenders, servicers, and insurance companies with good creditworthiness. Operating revenue arrangements are written and specify the products or services to be delivered, pricing, and payment terms. Operating revenue is recognized when the distinct good or service or performance obligation,(also referred as "performance obligation"), is delivered and control has been transferred to the client. Generally, clients contract with us to provide products and services that are highly interrelated and not separately identifiable. Therefore, the entire contract is accounted for as one performance obligation. At times, some of our contracts have multiple performance obligations where we allocate the total price to each performance obligation based on the estimated relative standalone selling price using observable sales or the cost-plus margin approach.approaches.


For products or services where delivery occurs at a point in time, we recognize operating revenue when the client obtains control of the products upon delivery. When delivery occurs over time, we generally recognize operating revenue ratably over the service period once initial delivery has occurred. For certain of our products or services clients may also pay upfront fees, which we defer and recognize as operating revenue over the longer of the contractual term or the expected client relationship period.


Licensing arrangements that provide our clients with the right to access, or use, our intellectual property are considered functional licenses for which we generally recognize operating revenue based on usage. For arrangements that provide a stand-ready obligation, or, substantive updates to the intellectual property which the client is contractually or practically required to use, we recognize operating revenue ratably over the contractual term.


Client payment terms are standard with no significant financing components or extended payment terms granted. In limited cases, we allow for client cancellations for which we estimate a reserve.


See further discussion in Note 11 - Operating Revenues.Revenues of the Notes to Consolidated Financial Statements included in Item 8 - Financial Statements and Supplementary Data of this Annual Report on Form 10-K for further discussion.


Purchase accounting. Accounting. The purchase method of accounting requires companies to assign values to assets and liabilities acquired based upon their fair values at the acquisition date. In most instances, there are not readily defined or listed market prices for individual assets and liabilities acquired in connection with a business, including intangible assets. The determination of fair value for assets and liabilities in many instances requires a high degree of estimation. The valuation of intangible assets, in particular, is very subjective. We generally obtain third-party valuations to assist us in estimating fair values. The use of different valuation techniques and assumptions could change the amounts and useful lives assigned to the assets and liabilities acquired and the related amortization expense.


Goodwill and other intangible assets.Other Intangible Assets. We perform an annual impairment test for goodwill and other indefinite-lived intangible assets for each reporting unit every fourth quarter, or on an interim basis if an indicator of impairment is present. In assessing the overall carrying value of our goodwill and other intangibles, we could first assess qualitative factors to determine whether the fair value of a reporting unit is less than its carrying amount. Examples of such events or circumstances include the following: cost factors, financial performance, legal and regulatory factors, entity specific events, industry and market factors, macroeconomic conditions, and other considerations. For goodwill, if we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then quantitative impairment testing is performed.performed utilizing a combination of the income and market approach. We could also elect to perform a quantitative impairment test without first assessing qualitative factors. In analyzing goodwill for the quantitative impairment test, we use a combination of the income and market approach.


If the fair value of thea reporting unit exceeds its carrying value, then goodwill is not considered impaired and no additional analysis is required. However, if the book value of a reporting unit is greater than the fair value, an impairment loss is recorded for the excess. The valuationfair value of goodwilla reporting unit is judgmental and requires assumptions and estimates of many critical factors including revenue growth rates, operating margins, cash flows, market multiples, and discount rates.


For other indefinite-lived intangible assets, if we determine that it is more likely than not that the fair value of a reporting unitthe asset is less than its carrying value, then quantitative impairment testing is performed. In assessing the fair value of indefinite-lived intangibles, we compare the fair value of the asset to its carrying value to determine if there is an impairment. If the fair value of the asset is less than its carrying value, an impairment loss is recorded. See further discussion in Note 4 – Goodwill, Net of the Notes to Consolidated Financial Statements included in Item 8 - Financial Statements and Supplementary Data of this Annual Report on Form 10-K for further discussion.


As of December 31, 2018,2019, our reporting units related to continuing operations are PIRM and UWS. During the fourth quarter of 2018,2019, we elected to perform a quantitative impairment test on our reporting units without first assessing qualitative factors. Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates, operating margins, cash flows, market multiples, discount rates, and future market conditions, among others. Key assumptions used to determine the fair value of our reporting units in our testing were: (a) expected cash flows for the period from 20192020 to 2024;2025; and (b) discount rates ranging fromrate of 9.0% and 10.5%, which werewas based on management's best estimate of an after-tax weighted average cost of capital. We noted no indicators of impairment on our reporting units related to continuing operations through our Step 1quantitative analysis. It is reasonably possible that changes in the facts, judgments, assumptions, and estimates used in assessing the fair value of the goodwill could cause a reporting unit to become impaired.


Income taxes.Taxes. We account for income taxes under the asset and liability method, whereby we recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as expected benefits of utilizing net operating loss and credit carry-forwards. We measure deferred tax assets and liabilities using enacted tax rates we expect to apply in the years in which we expect to recover or settle those temporary differences. We recognize in income the effect of a change in tax rates on deferred tax assets and liabilities in the period that includes the enactment date.


We recognize the effect of income tax positions only if sustaining those positions is more likely than not. We reflect changes in recognition or measurement of uncertain tax positions in the period in which a change in judgment occurs. We recognize interest and penalties, if any, related to uncertain tax positions within income tax expense. Accrued interest and penalties are included within the related tax liability line in the accompanying consolidated balance sheet.


We evaluate the need to establish a valuation allowance based upon expected levels of taxable income, future reversals of existing temporary differences, tax planning strategies, and recent financial operations. We establish a valuation allowance to reduce deferred tax assets to the extent it is more-likely-than-not that some, or all, of the deferred tax assets will not be realized.


Share-based compensation.Compensation. Our primary means of providing share-based compensation is granting restricted stock units (“RSUs”) and performance-based restricted stock units (“PBRSUs”). The fair value of any grant is based on the market value of our shares on the date of grant and is generally recognized as compensation expense over the vesting period. We 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. The cost is recognized over the period during which an employee is required to provide services in exchange for the award. We utilize the Monte-Carlo simulation method to estimate the fair value for any PBRSUs grantedwith market-based conditions and the Black-Scholes model to estimate the fair value of stock options. We apply the straight-line single option method of attributing the value of share-based compensation expense. As share-based compensation expense recognized in results of operations is based on awards ultimately expected to vest, share-based compensation expense has been reduced for forfeitures. Forfeitures are recognized at the time they occur. We apply the long-form method for determining the pool of windfall tax benefits.


In addition, we have an employee stock purchase plan that allows eligible employees to purchase common stock of the Company at 85.0% of the closing price on the first or last day of each quarter, whichever is lower. We recognize an expense in the amount equal to the estimated fair value of the discount.


Recent Accounting Pronouncements


For a description of recently issued and adopted accounting pronouncements, including the respective dates of adoption and expected effects on our results of operations and financial condition, see Note 2 - Significant Accounting Policies of the Notes to Consolidated Financial Statements included in Item 8 - Financial Statements and Supplementary Data of this Annual Report on Form 10-K, which is incorporated by reference in response to this item.



Item 7A. Quantitative and Qualitative Disclosures about Market Risk


Our primary exposure to market risk relates to interest-rate risk associated with certain financial instruments. We monitor our risk associated with fluctuations in interest rates and currently use derivative financial instruments to hedge some of these risks. We have entered into Swaps in order to convert a portion of our interest rate exposure on the Credit Agreement floating rate borrowings from variable to fixed. Under the Swaps, we agree to exchange floating rate for fixed rate interest payments periodically over the life of the agreement. The floating rates in our Swaps are based on the one-month London interbank offering rate. The notional balances, terms, and maturities of our Swaps are currently designed to have the effect of fixing the rate of interest on at least 50% of the principal balance of our debt as fixed rate.senior term debt.


As of December 31, 2018,2019, our Swaps have a combined remaining notional balance of $1.5$1.3 billion, a weighted average fixed interest rate of 1.84%2.07% (rates range from 1.03% to 2.98%) and scheduled terminations through December 2025. As previously indicated, notional balances under our Swaps are scheduled to increase and decrease over their contract lengths based on our expectations of variable debt levels. Currently, we have scheduled notional amounts of between $1.5$1.3 billion and $1.3$1.2 billion through December 2020, then $1.2$1.1 billion and $1.0 billion through August 2022 and $400.0 million thereafter until December 2025. Approximate weightedWeighted average fixed interest rates for the aforementioned time intervalsperiods are 2.15%approximately 2.44%, 2.70%2.64%, and 2.98%2.95%, respectively. We have designated the Swaps as cash flow hedges. See Note 8 - Long-Term Debt included in Item 8 - Financial Statements and Supplementary Data of this Annual Report on Form 10-K for further information.


As of December 31, 2018,2019, we had approximately $1.8$1.7 billion in long-term debt outstanding, predominately all of which was variable interest rate debt. As of December 31, 2018,2019, the remaining notional balance of the Swaps was $1.5$1.3 billion. A hypothetical 1% increase or decrease in interest rates could result in an approximately $0.7$0.9 million change to interest expense on a quarterly basis. Rising interest rates could limit our ability to refinance our debt when it matures or cause us to pay higher interest rates upon refinancing and increase interest expense on refinanced indebtedness.


Although we are subject to foreign currency exchange rate risk as a result of our operations in certain foreign countries, the foreign exchange exposure related to these operations, in the aggregate, is not material to our financial condition or results of operations.



Item 8. Financial Statements and Supplementary Data
 
INDEX


 Page No.
Financial Statements: 
Consolidated Balance Sheets as of December 31, 20182019 and 20172018
Consolidated Statements of Operations for the years ended December 31, 2019, 2018, 2017, and 20162017
Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018 2017 and 20162017
Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2019, 2018 2017 and 20162017
Consolidated Statement of Cash Flows for the years ended December 31, 2019, 2018 2017 and 20162017
  
Financial Statement Schedule: 
Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 2019, 2018, 2017, and 20162017


Financial statement schedules not listed are either omitted because they are not applicable or the required information is shown in the consolidated financial statements or in the notes thereto.



Report of Independent Registered Public Accounting Firm


To the Board of Directors and Stockholders of CoreLogic, Inc.:


Opinions on the Financial Statements and Internal Control over Financial Reporting


We have audited the accompanying consolidated balance sheets of CoreLogic, Inc. and its subsidiaries (the “Company”) as of December 31, 20182019 and 2017,2018, and the related consolidated statements of operations, of comprehensive income, of changes in stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2018,2019, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2018,2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).


In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20182019 and 2017,2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 20182019 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018,2019, based on criteria established in Internal Control - Integrated Framework(2013)issued by the COSO.


ChangeChanges in Accounting PrinciplePrinciples


As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019 and the manner in which it accounts for revenues from contracts with customers in 2018.


Basis for Opinions


The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management'sManagement’s Annual Report on Internal Control overOver Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidatedfinancial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.


Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.


As described in Management’s Annual Report on Internal Control overOver Financial Reporting, management has excluded eTech Solutions Limited (“eTech”), a la mode technologies,National Tax Search, LLC (“a la mode”), Symbility Solutions, Inc. (“Symbility”), and Breakaway Holdings, LLC (“Homevisit”NTS”) from its assessment of internal control over financial reporting as of December 31, 20182019, because they wereit was acquired by the Company in a purchase business combinationscombination during 2018.2019. We have also excluded eTech, a la mode, Symbility, and HomevisitNTS from our audit of internal control over financial reporting. eTech,NTS is a la mode, Symbility, and Homevisit are wholly-owned subsidiariessubsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 4.2%0.6% and 1.5%0.2%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2018.2019.

Definition and Limitations of Internal Control over Financial Reporting


A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



Critical Audit Matters


The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill Impairment Assessment

As described in Notes 2 and 4 to the consolidated financial statements, the Company’s consolidated goodwill balance was $2.4 billion as of December 31, 2019. Management performs an annual impairment test for goodwill for each reporting unit every fourth quarter, or on an interim basis if an indicator of impairment is present. If management determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then quantitative impairment testing is performed utilizing a combination of the income and market approach. If the book value of a reporting unit is greater than its fair value, an impairment loss is recorded for the excess. The fair value of a reporting unit is judgmental and requires assumptions and estimates of many critical factors including revenue growth rates, operating margins, cash flows, market multiples and discount rates.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment is a critical audit matter are (i) there was significant judgment by management when developing the fair value measurement of the reporting units and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s cash flow projections and significant assumptions for certain of the reporting units, including revenue growth rates and operating margins.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment. For certain of the reporting units, these procedures also included, among others, testing management’s process for developing the fair value measurement; evaluating the appropriateness of the income approach; testing the completeness, accuracy, and relevance of underlying data used in the income approach; and evaluating the significant assumptions used by management, including revenue growth rates and operating margins. Evaluating management’s significant assumptions related to revenue growth rates and operating margins involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the applicable reporting unit, (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.


/s/PricewaterhouseCoopers LLP
Irvine, California
February 27, 20192020


We have served as the Company’s auditor since 1954, which includes periods prior to the Company’s separation from its predecessor (The First American Corporation) in 2010.


CoreLogic,
CoreLogic, Inc.
Consolidated Balance Sheets
As of December 31, 20182019 and 20172018
(in thousands, except par value) 
  
 
Assets2018
20172019
2018
Current assets: 
  
 
Cash and cash equivalents$85,271

$118,804
$105,185

$85,271
Accounts receivable (less allowances of $5,742 and $8,229 in 2018 and 2017, respectively)242,814

256,595
Accounts receivable (less allowances of $7,161 and $5,742 in 2019 and 2018, respectively)281,392

242,814
Prepaid expenses and other current assets50,136

47,220
58,495

50,136
Income tax receivable25,299

7,649
1,477

25,299
Total current assets403,520

430,268
446,549

403,520
Property and equipment, net456,497

447,659
451,021

456,497
Operating lease assets65,825
 
Goodwill, net2,391,954

2,250,599
2,396,096

2,391,954
Other intangible assets, net468,405

475,613
378,818

468,405
Capitalized data and database costs, net324,049

329,403
327,078

324,049
Investment in affiliates, net22,429

38,989
16,666

22,429
Other assets102,136

104,882
76,604

102,136
Total assets$4,168,990

$4,077,413
$4,158,657

$4,168,990
Liabilities and Equity 

 
 

 
Current liabilities: 

 
 

 
Accounts payable and other accrued expenses$166,258

$145,655
$173,989

$166,258
Accrued salaries and benefits84,940

93,717
86,598

84,940
Contract liabilities, current308,959

303,948
321,647

308,959
Current portion of long-term debt26,935

70,046
56,022

26,935
Operating lease liabilities, current18,058
 
Total current liabilities587,092

613,366
656,314

587,092
Long-term debt, net of current1,752,241

1,683,524
1,610,538

1,752,241
Contract liabilities, net of current524,069

504,900
563,246

524,069
Deferred income tax liabilities124,968

102,571
110,396

124,968
Operating lease liabilities, net of current85,139
 
Other liabilities180,122

165,176
181,814

180,122
Total liabilities3,168,492

3,069,537
3,207,447

3,168,492

      
Equity: 

 
CoreLogic, Inc.'s ("CoreLogic") stockholders' equity: 

 
Stockholders' Equity: 

 
Preferred stock, $0.00001 par value; 500 shares authorized, no shares issued or outstanding





Common stock, $0.00001 par value; 180,000 shares authorized; 80,092 and 80,885 shares issued and outstanding as of December 31, 2018 and 2017, respectively1

1
Common stock, $0.00001 par value; 180,000 shares authorized; 78,972 and 80,092 shares issued and outstanding as of December 31, 2019 and 2018, respectively1

1
Additional paid-in capital160,870

224,455
111,000

160,870
Retained earnings975,375

877,111
1,006,992

975,375
Accumulated other comprehensive loss(135,748)
(93,691)(166,783)
(135,748)
Total CoreLogic stockholders' equity1,000,498

1,007,876
Total stockholders' equity951,210

1,000,498
Total liabilities and equity$4,168,990

$4,077,413
$4,158,657

$4,168,990


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

CoreLogic,
CoreLogic, Inc.
Consolidated Statements of Operations
For the Years Ended December 31, 20182019, 20172018 and 20162017


(in thousands, except per share amounts)2018 2017 20162019 2018 2017
Operating revenue$1,788,378
 $1,851,117
 $1,952,557
$1,762,235
 $1,788,378
 $1,851,117
Cost of services (exclusive of depreciation and amortization)921,429
 974,851
 1,043,937
880,133
 921,429
 974,851
Selling, general and administrative expenses444,614
 459,842
 458,102
480,938
 444,614
 459,842
Depreciation and amortization199,717
 177,806
 172,578
187,716
 191,996
 177,806
Impairment loss47,912
 7,721
 
Total operating expenses1,565,760
 1,612,499
 1,674,617
1,596,699
 1,565,760
 1,612,499
Operating income222,618
 238,618
 277,940
165,536
 222,618
 238,618
Interest expense: 
  
  
 
  
  
Interest income1,577
 1,532
 3,052
2,136
 1,577
 1,532
Interest expense75,551
 63,356
 63,392
78,293
 75,551
 63,356
Total interest expense, net(73,974) (61,824) (60,340)(76,157) (73,974) (61,824)
Loss on early extinguishment of debt
 (1,775) (26,624)
Tax indemnification release
 
 (23,350)(13,394) 
 
Impairment loss on investment in affiliates
 (3,811) (23,431)
Gain/(loss) on investments and other, net18,005
 (2,316) 19,779
(Loss)/gain on investments and other, net(500) 18,005
 (7,902)
Income from continuing operations before equity in earnings/(losses) of affiliates and income taxes166,649
 168,892
 163,974
75,485
 166,649
 168,892
Provision for income taxes45,691
 18,172
 54,524
9,190
 45,691
 18,172
Income from continuing operations before equity in earnings/(losses) of affiliates120,958
 150,720
 109,450
66,295
 120,958
 150,720
Equity in earnings/(losses) of affiliates, net of tax1,493
 (1,186) 496
555
 1,493
 (1,186)
Net income from continuing operations122,451
 149,534
 109,946
66,850
 122,451
 149,534
(Loss)/income from discontinued operations, net of tax(587) 2,315
 (1,466)(17,470) (587) 2,315
Gain/(loss) from sale of discontinued operations, net of tax
 313
 (1,930)
Gain from sale of discontinued operations, net of tax
 
 313
Net income121,864

152,162

106,550
$49,380

$121,864

$152,162
     
Basic income/(loss) per share: 
  
  
 
  
  
Net income from continuing operations$1.51
 $1.79
 $1.26
$0.84
 $1.51
 $1.79
(Loss)/income from discontinued operations, net of tax(0.01) 0.03
 (0.02)(0.22) (0.01) 0.03
Gain/(loss) from sale of discontinued operations, net of tax
 
 (0.02)
Gain from sale of discontinued operations, net of tax
 
 
Net income$1.50
 $1.82
 $1.22
$0.62
 $1.50
 $1.82
Diluted income/(loss) per share: 
  
  
 
  
  
Net income from continuing operations$1.49
 $1.75
 $1.23
$0.83
 $1.49
 $1.75
(Loss)/income from discontinued operations, net of tax(0.01) 0.03
 (0.02)(0.22) (0.01) 0.03
Gain/(loss) from sale of discontinued operations, net of tax
 
 (0.02)
Gain from sale of discontinued operations, net of tax
 
 
Net income$1.48
 $1.78
 $1.19
$0.61
 $1.48
 $1.78
Weighted-average common shares outstanding: 
  
  
 
  
  
Basic80,854
 83,499
 87,502
79,885
 80,854
 83,499
Diluted82,275
 85,234
 89,122
81,021
 82,275
 85,234


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

CoreLogic,
CoreLogic, Inc.
Consolidated Statements of Comprehensive Income
For the Years Ended December 31, 20182019, 20172018 and 20162017


(in thousands)2018 2017 20162019 2018 2017
Net income$121,864
 $152,162
 $106,550
$49,380
 $121,864
 $152,162
Other comprehensive (loss)/income: 
  
  
 
  
  
Adoption of new accounting standards408
 
 

 408
 
Market value adjustments to marketable securities, net of tax
 
 (550)
Market value adjustments on interest rate swaps, net of tax(10,377) 5,481
 4,618
(33,912) (10,377) 5,481
Reclassification adjustments for gains on terminated interest rate swap included in net income(67) 
 
Foreign currency translation adjustments(33,767) 22,440
 (3,642)6,903
 (33,767) 22,440
Supplemental benefit plans adjustments, net of tax1,679
 806
 (2,728)(3,959) 1,679
 806
Total other comprehensive (loss)/income(42,057) 28,727
 (2,302)(31,035) (42,057) 28,727
Comprehensive income$79,807
 $180,889
 $104,248
$18,345
 $79,807
 $180,889


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

CoreLogic,
CoreLogic, Inc.
Consolidated Statements of Changes in Stockholders’ Equity
For the Years Ended December 31, 20182019, 20172018 and 20162017
(in thousands)
Common Stock Shares Common Stock Amount Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss TotalCommon Stock Shares Common Stock Amount Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive (Loss)/Income Total
Balance at December 31, 201588,228
 $1
 $551,206
 $618,399
 $(120,116) $1,049,490
Net income
 
 
 106,550
 
 106,550
Shares repurchased and retired(5,000) 
 (195,003) 
 
 (195,003)
Shares issued in connection with share-based compensation1,140
 
 14,907
 
 
 14,907
Tax withholdings related to net share settlements
 
 (10,507) 
 
 (10,507)
Share-based compensation
 
 39,849
 
 
 39,849
Other comprehensive loss
 
 
 
 (2,302) (2,302)
Balance at December 31, 201684,368
 $1
 $400,452
 $724,949
 $(122,418) $1,002,984
Balance as of December 31, 201684,368
 $1
 $400,452
 $724,949
 $(122,418) $1,002,984
Net income
 
 
 152,162
 
 152,162

 
 
 152,162
 
 152,162
Shares repurchased and retired(4,638) 
 (207,416) 
 
 (207,416)(4,638) 
 (207,416) 
 
 (207,416)
Shares issued in connection with share-based compensation1,155
 
 9,595
 
 
 9,595
1,155
 
 9,595
 
 
 9,595
Tax withholdings related to net share settlements
 
 (14,043) 
 
 (14,043)
 
 (14,043) 
 
 (14,043)
Share-based compensation
 
 35,867
 
 
 35,867

 
 35,867
 
 
 35,867
Other comprehensive income
 
 
 
 28,727
 28,727

 
 
 
 28,727
 28,727
Balance at December 31, 201780,885
 $1
 $224,455
 $877,111
 $(93,691) $1,007,876
Balance as of December 31, 201780,885
 $1
 $224,455
 $877,111
 $(93,691) $1,007,876
Adoption of new accounting standards
 
 
 (23,600) 408
 (23,192)
 
 
 (23,600) 408
 (23,192)
Net income
 
 
 121,864
 
 121,864

 
 
 121,864
 
 121,864
Shares repurchased and retired(2,300) 
 (109,063) 
 
 (109,063)(2,300) 
 (109,063) 
 
 (109,063)
Shares issued in connection with share-based compensation1,507
 
 21,140
 
 
 21,140
1,507
 
 21,140
 
 
 21,140
Tax withholdings related to net share settlements
 
 (12,858) 
 
 (12,858)
 
 (12,858) 
 
 (12,858)
Share-based compensation
 
 37,196
 
 
 37,196

 
 37,196
 
 
 37,196
Other comprehensive loss
 
 
 
 (42,465) (42,465)
 
 
 
 (42,465) (42,465)
Balance at December 31, 201880,092
 $1
 $160,870
 $975,375
 $(135,748) $1,000,498
Balance as of December 31, 201880,092
 $1
 $160,870
 $975,375
 $(135,748) $1,000,498
Net income
 
 
 49,380
 
 49,380
Shares repurchased and retired(2,025) 
 (86,675) 
 
 (86,675)
Shares issued in connection with share-based compensation905
 
 10,149
 
 
 10,149
Tax withholdings related to net share settlements
 
 (10,026) 
 
 (10,026)
Share-based compensation
 
 36,292
 
 
 36,292
Dividends declared ($0.22 per share)
 
 390
 (17,763) 
 (17,373)
Other comprehensive loss
 
 
 
 (31,035) (31,035)
Balance as of December 31, 201978,972
 $1
 $111,000
 $1,006,992
 $(166,783) $951,210

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

CoreLogic, Inc.
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2018, 2017 and 2016
(in thousands)2018 2017 2016
Cash flows from operating activities:     
Net income$121,864
 $152,162
 $106,550
Less: (Loss)/income from discontinued operations, net of tax(587) 2,315
 (1,466)
Less: Gain/(loss) from sale of discontinued operations, net of tax
 313
 (1,930)
Net income from continuing operations122,451
 149,534
 109,946
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities: 
  
  
Depreciation and amortization199,717
 177,806
 172,578
Amortization of debt issuance costs5,434
 5,650
 5,785
Provision for bad debts and claim losses13,467
 16,725
 18,869
Share-based compensation37,196
 35,867
 39,849
Tax benefit related to stock options
 
 (2,315)
Equity in (earnings)/losses of investee, net of taxes(1,493) 1,186
 (496)
Gain on sale of property and equipment(32) (246) (31)
Loss on early extinguishment of debt
 1,775
 26,624
Deferred income tax26,940
 (40,769) 18,213
Impairment loss on investment in affiliates
 3,811
 23,431
Tax indemnification release
 
 23,350
(Gain)/loss on investments and other, net(18,005) 2,316
 (19,779)
Change in operating assets and liabilities, net of acquisitions: 
  
  
Accounts receivable21,093
 15,522
 (24,391)
Prepaid expenses and other assets(1,158) 4,942
 2,823
Accounts payable and other accrued expenses(17,957) (44,629) (29,267)
Contract liabilities(15,983) 36,577
 53,682
Income taxes(1,142) (43) 28,740
Dividends received from investments in affiliates775
 1,198
 9,044
Other assets and other liabilities(16,185) 14,987
 (42,666)
Net cash provided by operating activities - continuing operations355,118
 382,209
 413,989
Net cash (used in)/provided by operating activities - discontinued operations(5) 3,655
 (444)
Total cash provided by operating activities$355,113
 $385,864
 $413,545
Cash flows from investing activities: 
  
  
Purchases of subsidiary shares from and other decreases in noncontrolling interests$
 $
 $(18,023)
Purchases of property and equipment(62,304) (40,508) (45,211)
Purchases of capitalized data and other intangible assets(35,075) (34,990) (35,507)
Cash paid for acquisitions, net of cash acquired(219,588) (188,854) (396,941)
Cash received from sale of business-line3,178
 
 
Purchases of investments
 (5,900) (3,366)
Proceeds from sale of marketable securities
 
 21,819
Proceeds from sale of property and equipment207
 335
 31
Proceeds from sale of investments and other4,716
 1,000
 2,451
Net cash used in investing activities - continuing operations(308,866) (268,917) (474,747)
Net cash provided by investing activities - discontinued operations
 
 

Total cash used in investing activities$(308,866) $(268,917) $(474,747)
Cash flows from financing activities: 
  
  
Proceeds from long-term debt$191,291
 $1,995,000
 $962,000
Debt issuance costs
 (14,294) (6,314)
Debt extinguishment premium
 
 (16,271)
Repayments of long-term debt(173,236) (1,842,290) (709,983)
Shares repurchased and retired(109,063) (207,416) (195,003)
Proceeds from issuance of shares in connection with share-based compensation21,140
 9,595
 14,907
Minimum tax withholdings related to net share settlements(12,858) (14,043) (10,507)
Tax benefit related to stock options
 
 2,315
Net cash (used in)/provided by financing activities - continuing operations(82,726) (73,448) 41,144
Net cash provided by financing activities - discontinued operations
 
 
Total cash (used in)/provided by financing activities$(82,726) $(73,448) $41,144
Effect of exchange rate on cash, cash equivalents and restricted cash2,575
 (1,325) 2
Net change in cash, cash equivalents and restricted cash$(33,904) $42,174
 $(20,056)
Cash, cash equivalents and restricted cash at beginning of year132,154
 89,980
 110,036
Less: Change in cash, cash equivalents and restricted cash - discontinued operations(5) 3,655
 (444)
Plus: Cash swept (to)/from discontinued operations(5) 3,655
 (444)
Cash, cash equivalents and restricted cash at end of year$98,250
 $132,154
 $89,980

     
Supplemental disclosures of cash flow information: 
  
  
Cash paid for interest$68,539
 $53,455
 $58,566
Cash paid for income taxes$26,780
 $71,697
 $31,382
Cash refunds from income taxes$3,663
 $9,413
 $537
Non-cash investing and financing activities:   
  
Capital expenditures included in accounts payable and other accrued expenses$14,742
 $5,524
 $23,108


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


CoreLogic, Inc.
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2019, 2018 and 2017
(in thousands)2019 2018 2017
Cash flows from operating activities:     
Net income$49,380
 $121,864
 $152,162
Less: (Loss)/income from discontinued operations, net of tax(17,470) (587) 2,315
Less: Gain from sale of discontinued operations, net of tax
 
 313
Net income from continuing operations66,850
 122,451
 149,534
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities: 
  
  
Depreciation and amortization187,716
 191,996
 177,806
Impairment loss47,912
 7,721
 
Amortization of debt issuance costs5,077
 5,434
 5,650
Amortization of operating lease assets15,401
 
 
Provision for bad debts and claim losses15,534
 13,467
 16,725
Share-based compensation36,292
 37,196
 35,867
Equity in (earnings)/losses of investee, net of taxes(555) (1,493) 1,186
Gain on sale of property and equipment(3) (32) (246)
Loss on early extinguishment of debt1,892
 
 1,775
Deferred income tax2,675
 26,940
 (40,769)
Impairment loss on investment in affiliates1,511
 
 3,811
Tax indemnification release13,394
 
 
(Gain)/loss on investments and other, net(2,903) (18,005) 2,316
Change in operating assets and liabilities, net of acquisitions: 
  
  
Accounts receivable(37,051) 21,093
 15,522
Prepaid expenses and other assets(7,269) (1,158) 4,942
Accounts payable and other accrued expenses296
 (17,957) (44,629)
Contract liabilities49,947
 (15,983) 36,577
Income taxes22,209
 (1,142) (43)
Dividends received from investments in affiliates1,987
 775
 1,198
Other assets and other liabilities(31,889) (16,185) 14,987
Net cash provided by operating activities - continuing operations389,023
 355,118
 382,209
Net cash (used in)/provided by operating activities - discontinued operations(24,807) (5) 3,655
Total cash provided by operating activities$364,216
 $355,113
 $385,864
Cash flows from investing activities: 
  
  
Purchases of property and equipment$(91,572) $(62,304) $(40,508)
Purchases of capitalized data and other intangible assets(40,019) (35,075) (34,990)
Cash paid for acquisitions, net of cash acquired(13,283) (219,588) (188,854)
Cash received from sale of business-lines4,109
 3,178
 
Purchases of investments(658) 
 (5,900)
Proceeds from sale of property and equipment3
 207
 335
Proceeds from investments and other5,591
 4,716
 1,000
Net cash used in investing activities - continuing operations(135,829) (308,866) (268,917)
Net cash provided by investing activities - discontinued operations
 
 
Total cash used in investing activities$(135,829) $(308,866) $(268,917)
Cash flows from financing activities: 
  
  

43

Proceeds from long-term debt$1,770,000
 $191,291
 $1,995,000
Debt issuance costs(9,621) 
 (14,294)
Debt extinguishment premium(425) 
 
Repayments of long-term debt(1,883,955) (173,236) (1,842,290)
Shares repurchased and retired(86,675) (109,063) (207,416)
Proceeds from issuance of shares in connection with share-based compensation10,149
 21,140
 9,595
Payment of tax withholdings related to net share settlements(10,026) (12,858) (14,043)
Contingent consideration payments subsequent to acquisitions(612) 
 
Net cash used in financing activities - continuing operations(211,165) (82,726) (73,448)
Net cash provided by financing activities - discontinued operations
 
 
Total cash used in financing activities$(211,165) $(82,726) $(73,448)
Effect of exchange rate on cash, cash equivalents and restricted cash230
 2,575
 (1,325)
Net change in cash, cash equivalents and restricted cash$17,452
 $(33,904) $42,174
Cash, cash equivalents and restricted cash at beginning of year98,250
 132,154
 89,980
Less: Change in cash, cash equivalents and restricted cash - discontinued operations(24,807) (5) 3,655
Plus: Cash swept (to)/from discontinued operations(24,807) (5) 3,655
Cash, cash equivalents and restricted cash at end of year$115,702
 $98,250
 $132,154

     
Supplemental disclosures of cash flow information: 
  
  
Cash paid for interest$71,436
 $68,539
 $53,455
Cash paid for income taxes$15,682
 $26,780
 $71,697
Cash refunds from income taxes$17,145
 $3,663
 $9,413
Non-cash investing and financing activities:   
  
Capital expenditures included in accounts payable and other accrued expenses$10,952
 $14,742
 $5,524

TableThe accompanying notes are an integral part of Contentsthese consolidated financial statements.
CoreLogic,
CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018, 2017 and 20162017






Note 1 - Description of the Company


We are a leading global property information, analytics and data-enabled services provider operating in North America, Western Europe and Asia Pacific. Our combined data from public, contributory and proprietary sources provides detailed coverage of property, mortgages and other encumbrances, property risk and replacement cost, consumer credit, tenancy, location, hazard risk and related performance information. We have more than one million1000000 users who rely on our data and predictive decision analytics to reduce risk, enhance transparency and improve the performance of their businesses. With our data as a foundation, we have built strong analytics capabilities and a variety of value-added business services to meet our clients’ needs for mortgage and automotive credit reporting, property tax, property valuation, tenancy, hazard risk, property risk and replacement cost, flood plain location determination and other geospatial data, analytics and related services. Clients rely on us to help identify and manage growth opportunities, improve performance and mitigate risk. We are also a party to various joint ventures under which we share control of the management of the operations with the other partner.


We became a stand-alone public company on June 1, 2010, when we completed a transaction under which we separated the financial services businesses of our predecessor company, The First American Corporation ("FAC") (referred to as the "Separation"). We formed a new, publicly-traded, New York Stock Exchange-listed company called First American Financial Corporation (“FAFC”) through a distribution (the “Distribution”) of all of the outstanding shares of FAFC to the holders of our common shares, par value $1.00 per share, as of May 26, 2010. After the Distribution, we retained the information solutions businesses as further described above. To effect the Separation, we entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”) that governs the rights and obligations of us and FAFC regarding the Distribution. It also governs the on-going relationship between us and FAFC subsequent to the completion of the Separation and provides for the allocation of assets and liabilities between us and FAFC. In addition, we also entered into a Tax Sharing Agreement (the “Tax Sharing Agreement”). While we are a party to the Separation and Distribution Agreement and various other agreements relating to the Separation, we have determined that we have no material continuing involvement in the operations of FAFC.


FAC was incorporated in California in 1894, and as part of the Separation, we reincorporated in Delaware on June 1, 2010, changed our name to CoreLogic, Inc. and began trading on the New York Stock Exchange under the symbol “CLGX.” As used herein, the terms "CoreLogic," the "Company," "we," "our" and "us" refer to CoreLogic, Inc. and our consolidated subsidiaries, except where it is clear that the terms mean only CoreLogic, Inc. and not our subsidiaries.


Note 2 - Significant Accounting Policies


Principles of Consolidation


The consolidated financial statements include our accounts and all controlled subsidiaries. All significant intercompany transactions and balances have been eliminated. Equity investments in which we exercise significant influence, do not control, and are not the primary beneficiary, are accounted for using the equity method. Investments in which we do not exercise significant influence over the investee are accounted for under theat cost, method.adjusted for fair value as applicable.


Client Concentration


We generate the majority of our revenues from clients with operations in the United States ("US") residential real estate, mortgage origination and mortgage servicing markets. Approximately 31.3%29.8%, 38.7%31.3%, and 43.0%38.7% of our operating revenues for the yearyears ended December 31, 2019, 2018 2017 and 2016,2017, respectively, were generated from our ten largest clients who consist of the largest US mortgage originators and servicers. NoNaN client accounted for 10.0% or more of our operating revenues for the yearyears ended December 31, 2019 and 2018. OneNaN of our clients accounted for 11.1% of our operating revenues for the year ended December 31, 2017, and two2017. Although both of our clients accounted for 14.0%business segments report revenue from this client, on a relative basis, UWS has a higher client concentration.

CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018 and 11.5%, respectively, of our operating revenues for2017


Out-of-Period Adjustments

During the year ended December 31, 2016. Both our PIRM and UWS segments reported revenue from these clients.

Out-of-Period Adjustments

During the years ended December 31, 2017, and 2016, we identified a prior period errorserror which had overstated our provision for deferred income taxes by a total of $7.4$4.3 million prior to 2016. We corrected these itemsthis item in the periods of

44

Table of Contents
CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2018, 2017 and 2016


identification by recording a reduction to deferred income tax expense of $4.3 million and $3.1 million in the years ended December 31, 2017 and 2016, respectively, within continuing operations.


We assessed the materiality of the aforementioned errors individually and in the aggregateerror and concluded that the errors wereit was not material to the results of operations or financial condition for the respectiveto any affected annual or interim periods presented.period.


Use of Estimates


The preparation of financial statements in accordance with generally accepted accounting policies ("GAAP") requires management to make estimates and assumptions that affect the financial statements. Actual results could differ from the estimates and assumptions used.


Cash, Cash Equivalents and Restricted Cash


We deem the carrying value of cash, cash equivalents and restricted cash to be a reasonable estimate of fair value due to the nature of these instruments. Restricted cash is comprised of certificates of depositdeposits that are pledged for various letters of credit/bank guarantees secured by us, escrow accounts due to acquisitions and divestitures, as well as short-term investments within our deferred compensation plan trust. The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts shown in the statement of cash flows:


(in thousands)December 31, 2019 December 31, 2018 December 31, 2017
Cash and cash equivalents$105,185
 $85,271
 $118,804
Restricted cash included in other assets10,325
 9,967
 9,850
Restricted cash included in prepaid expenses and other current assets192
 3,012
 3,500
Total cash, cash equivalents, and restricted cash$115,702
 $98,250
 $132,154

(in thousands)December 31, 2018 December 31, 2017 December 31, 2016
Cash and cash equivalents$85,271
 $118,804
 $72,031
Restricted cash included in other assets9,967
 9,850
 17,949
Restricted cash included in prepaid expenses and other current assets3,012
 3,500
 
Total cash, cash equivalents, and restricted cash$98,250
 $132,154
 $89,980


Accounts Receivable


Accounts receivable are generally due from mortgage originators and servicers, financial institutions, insurers, government and government-sponsored enterprises located throughout the US and abroad. Credit is extended based on an evaluation of the client’s financial condition and, generally, collateral is not required.


The allowance for doubtful accounts for all probable uncollectible receivables is based on a combination of historical data, cash payment trends, specific client issues, write-off trends, general economic conditions and other factors. These factors are continuously monitored by management to arrive at the estimate of the amount of accounts receivable that may be ultimately uncollectible. In circumstances where a specific client is unable to meet its financial obligations, we record a specific allowance for doubtful accounts against amounts due to reduce the net recognized receivable to the amount we reasonably believe will be collected.


Property and Equipment


Property and equipment is recorded at cost and includes computer software acquired or developed for internal use and for use with our products. Software development costs include certain payroll-related costs of employees directly associated with developing software and payments to third parties for completed or developing software. We begin capitalizing qualifying software development costs on a project when the preliminary project stage has been completed and management has authorized further funding for completion. Capitalization ends once a project is substantially complete and the software is ready for its intended use. Costs incurred in the planning and post-implementation phases of software developing are expensed as incurred.


Depreciation on buildings and on furniture and equipment is computed using the straight-line method over estimated useful lives of 25 to 40, and 3 to 10 years, respectively. Capitalized software costs are amortized using the straight-line method over
CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018 and 2017


estimated useful lives of 3 to 15 years. Leasehold improvements are amortized over the lesser of the estimated useful life or the lease term.


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CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2018, 2017 and 2016



Capitalized Data and Database Development Costs, Net


Capitalized data and database development costs represent our cost to acquire or develop the proprietary databases of information for client use. The costs are capitalized from the time the third-party data is acquired until the information is ready for use, assuming both the preliminary project stage is complete and management has authorized funding for the completion of the data project. Property and eviction data costs are amortized using the straight-line method over estimated useful lives of 5 to 25 years.


The carrying value of our flood data zone certification was $55.4 million as of December 31, 20182019 and 20172018. Because properly maintained flood zone databases have indefinite lives and do not diminish in value with the passage of time, no provision has been made for depreciation or amortization. We periodically analyze our assets for impairment. This analysis includes, but is not limited to, the effects of obsolescence, duplication, demand and other economic factors. See further discussion in Note 6Capitalized Data and Database Development Costs, Net.


Purchase Accounting


The purchase method of accounting requires companies to assign values to assets and liabilities acquired based upon their fair values at the acquisition date. In most instances, there are not readily defined or listed market prices for individual assets and liabilities acquired in connection with a business, including intangible assets. The determination of fair value for assets and liabilities in many instances requires a high degree of estimation. The valuation of intangible assets, in particular, is very subjective. We generally obtain third-party valuations to assist us in estimating fair values. The use of different valuation techniques and assumptions could change the amounts and useful lives assigned to the assets and liabilities acquired and related amortization expense.


Goodwill


Every fourth quarter, we perform an annual impairment test for goodwill and other indefinite-lived intangible assets for each reporting unit: Property Intelligence & Risk Management Solutions ("PIRM") and Underwriting & Workflow Solutions ("UWS"). We may also perform an impairment test on an interim basis if an indicator of impairment is present. In assessing the overall carrying value of our goodwill and other intangibles, we could first assess qualitative factors to determine whether the fair value of a reporting unit is less than its carrying amount. Examples of such events or circumstances include the following: cost factors, financial performance, legal and regulatory factors, entity specific events, industry and market factors, macroeconomic conditions and other considerations. For goodwill, if we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then quantitative impairment testing is performed.performed utilizing a combination of the income and market approach. We could also elect to perform a quantitative impairment test without first assessing qualitative factors. In analyzing goodwill for the quantitative impairment test, we use a combination of the income and market approach.


If the fair value of thea reporting unit exceeds its carrying value, then goodwill is not considered impaired and no additional analysis is required. However, if the book value of a reporting unit is greater than theits fair value, an impairment loss is recorded for the excess. The valuationfair value of goodwilla reporting unit is judgmental and requires assumptions and estimates of many critical factors including revenue growth rates, operating margins, cash flows, market multiples, and discount rates. See further discussion in Note 4 – Goodwill, Net.


For other indefinite-lived intangible assets, if we determine that it is more likely than not that the fair value of a reporting unitthe asset is less than its carrying value, then quantitative impairment testing is performed. In assessing the fair value of indefinite lived intangibles, we compare the fair value of the asset to its carrying value to determine if there is an impairment. If the fair value of the asset is less than its carrying value, an impairment loss is recorded.


Other Intangible Assets


Our intangible assets consist of client lists, tradenames and licenses, as well as non-compete agreements. Each of these intangible assets is amortized on a straight-line basis over its useful life ranging from 2 to 25 years and is subject to impairment tests if an indicator of impairment is present.


CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018 and 2017


Long-Lived Assets


Long-lived assets held and used include property and equipment, capitalized software, and other intangible assets. Management uses estimated future cash flows (undiscounted and excluding interest) to measure the recoverability of long-lived

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CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2018, 2017 and 2016


assets held and used, at the asset group level, whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable. If the undiscounted cash flow analysis indicates a long-lived asset is not recoverable, the impairment loss recorded is the excess of the carrying amount of the asset over its fair value.


In addition, we carry long-lived assets held for sale at the lower of cost or market as of the date that certain criteria have been met.


Investment in Affiliates, Net

Investments in affiliates are accounted for under the equity method of accounting when we are deemed to have significant influence over the affiliate but do not control or have a majority voting interest in the affiliate. Investments are carried at the cost of acquisition, including subsequent impairments, capital contributions and loans from us, plus our equity in undistributed earnings or losses since inception of the investment, less dividends received.

Leases

We determine if an arrangement contains a lease at inception and determine the classification of the lease, as either operating or finance, at commencement.

Operating and finance lease assets and liabilities are recorded based on the present value of future lease payments over the lease term which factors in certain qualifying initial direct costs incurred as well as any lease incentives received. If an implicit rate is not readily determinable, we utilize our incremental borrowing rate and inputs from third-party lenders to determine the appropriate discount rate. Lease expense for operating lease payments are recognized on a straight-line basis over the lease term, which, if applicable, may factor in renewal or termination options. Finance leases incur interest expense using the effective interest method in addition to amortization of the leased asset on a straight-line basis, both over the applicable lease term. Lease terms may factor in options to extend or terminate the lease.

We adhere to the short-term lease recognition exemption for all classes of assets (i.e. facilities and equipment). As a result, leases with an initial term of twelve months or less are not recorded on the balance sheet and are recognized on a straight-line basis over the lease term. In addition, for certain equipment leases, we account for lease and non-lease components, such as services, as a single lease component as permitted.

Discontinued Operations


In September 2014, we completed the sale of our collateral solutions and field services businesses, which were included in the former reporting segment Asset Management and Processing Solutions ("AMPS"). In 2011 and 2012, we completed the wind down of our consumer and marketing services, as well as our appraisal management businesses, which were included in our existing segments. In December 2010, we completed the sale of our Employer and Litigation Services businesses ("ELI"). Each of these businesses is reflected in our accompanying consolidated financial statements as discontinued operations and the results of these businesses in the prior years have been recast to conform to the current presentation. businesses.


In connection with previous divestitures, we retain the prospect ofretained certain contingent liabilities of the businesses that were disposed of. These contingent liabilities include, among other items, liability for certain litigation matters, indemnification obligations orand potential breaches of representations or warranties. With respect to one suchour ELI divestiture, we retained certain liabilities, and, in September 2016, a jury returned an unfavorable verdict against athis discontinued operating unit, that, ifwhich we appealed. In 2019 the verdict was upheld on appeal, could result in indemnification exposure upappeal. We were unable to $25.0 million, including interest. We do not consider this outcome to be probable and are pursuing an appealsecure further review of the verdictappellate decision and paid $23.0 million to eliminate or substantially reduce any potential post-divestiture contingency. Any actual liability that comes to fruition would be reflectedsatisfy the judgment in our results2019.

For the year ended December 31, 2019, we recorded a loss from discontinued operations.

operations, net of tax, of $17.5 million primarily attributable to aforementioned legal settlement involving ELI. For the year ended December 31, 2018, we recorded a loss from discontinued operations, net of tax, of $0.6 million primarily attributable to legal losses recorded in both ELI and AMPS. For the year ended December 31, 2017, we recorded income from discontinued operations, net of tax, of $2.3 million primarily attributable to a pre-tax favorable legal settlement in AMPS of $4.5 million offset by a loss, net of tax, of $0.4 million in ELI. For the year ended December 31, 2016, we recorded a loss from discontinued operations, net of tax, of $1.5 million primarily attributable to losses of $1.0 million and $0.5 million in ELI and AMPS, respectively, driven by higher professional fees.


For the year ended December 31, 2017, and 2016, we recorded a $0.3 million gain and a $1.9 million loss, respectively, on the sale of discontinued operations, net of tax. The 2016 loss was related to a settlement pertaining to transaction payments under an amendmentThere were no gains or losses on the sale of discontinued operations recorded for the years ended December 31, 2019 and 2018.
CoreLogic, Inc.
Notes to the sale agreement of AMPS.Consolidated Financial Statements

For the Years Ended December 31, 2019, 2018 and 2017


As of December 31, 20182019 and 2017, we recorded2018, assets from discontinued operations of $0.6were $6.3 million and $0.4$0.6 million, respectively, mainly consisting of deferred income tax assets. These amounts are included within prepaid expenses and other current assets in the accompanying consolidated balance sheet. As of December 31, 20182019 and 2017, we recorded2018, liabilities from discontinued operations of $2.2were $0.4 million and $1.8$2.2 million, respectively, mainly consisting of legal related accruals. These amounts are included within accounts payable and other accrued expenses in the accompanying consolidated balance sheet.


Operating Revenue Recognition


We derive our operating revenues primarily from US mortgage lenders, servicers and insurance companies with good creditworthiness. Operating revenue arrangements are written and specify the products or services to be delivered, pricing and payment terms. Operating revenue is recognized when the distinct good or service or performance obligation,(also referred as "performance obligation"), is delivered and control has been transferred to the client. Generally, clients contract with us to provide products and services that are highly interrelated and not separately identifiable. Therefore, the entire contract is accounted for as one performance obligation. At times, some of our contracts have multiple performance obligations where we allocate the total price to each performance obligation based on the estimated relative standalone selling price using observable sales or the cost-plus-margin approach.


For products or services where delivery occurs at a point in time, we recognize operating revenue when the client obtains control of the products upon delivery. When delivery occurs over time, we generally recognize operating revenue ratably over the service period, once initial delivery has occurred. For certain of our products or services, clients may also pay upfront fees, which we defer and recognize as operating revenue over the longer of the contractual term or the expected client relationship period.


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CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2018, 2017 and 2016



Licensing arrangements that provide our clients with the right to access or use our intellectual property are considered functional licenses for which we generally recognize operating revenue based on usage. For arrangements that provide a stand-ready obligation or substantive updates to the intellectual property, which the client is contractually or practically required to use, we recognize operating revenue ratably over the contractual term.


Client payment terms are standard with no significant financing components or extended payment terms granted. In limited cases, we allow for client cancellations for which we estimate a reserve.


See further discussion in Note 11 - Operating Revenues.


Cost of Services


Cost of services represents direct costs incurred in the creation and delivery of our products and services. Cost of services consists primarily of data acquisition costs, royalty fees, hardware and software expense associated with transaction processing systems, telecommunication and computer network expense andwhich includes occupancy costs associated with facilities where these functions are performed by employees, as well as claim losses pertaining to our tax services business. Cost of services also includes client service costs, which include personnel costs to collect, maintain, and update our proprietary databases to develop and maintain software application platforms and to provide consumer and client call center support.


Selling, General and Administrative Expenses


Selling, general and administrative expenses consist primarily of personnel-related costs, selling costs, corporate costs, fees for external services, facility costs, write-downs of uncollectible trade receivable accounts, and other costs of administration such as marketing, human resources, finance, legal and administrative roles.


Income Taxes


We account for income taxes under the asset and liability method, whereby we recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as expected benefits of utilizing net operating loss and credit carry-forwards. We measure deferred tax assets and liabilities using enacted tax rates we expect to apply in the years in which we expect to recover or settle those temporary differences. We recognize in income the effect of a change in tax rates on deferred tax assets and liabilities in the period that includes the enactment date.


CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018 and 2017


We recognize the effect of income tax positions only if sustaining those positions is more likely than not. We reflect changes in recognition or measurement of uncertain tax positions in the period in which a change in judgment occurs. We recognize interest and penalties, if any, related to uncertain tax positions within income tax expense. Accrued interest and penalties are included within the related tax liability line in the accompanying consolidated balance sheet.sheets.


We evaluate the need to establish a valuation allowance based upon expected levels of taxable income, future reversals of existing temporary differences, tax planning strategies and recent financial operations. We establish a valuation allowance to reduce deferred tax assets to the extent it is more-likely-than-not that some or all of the deferred tax assets will not be realized.


Comprehensive Income


Comprehensive income includes all changes in equity except those resulting from investments by owners and distributions to owners. Specifically, foreign currency translation adjustments, amounts related to supplemental benefit plans, unrealized gains and losses on interest rate swap transactions and unrealized gains and losses on investments are recorded in other comprehensive income. The following table shows the components of accumulated other comprehensive loss, net of taxes, as of December 31, 20182019 and 20172018:



48
(in thousands)2019 2018
Cumulative foreign currency translation$(122,503) $(129,406)
Cumulative supplemental benefit plans(8,917) (4,958)
Net unrecognized losses on interest rate swaps(35,296) (1,384)
Reclassification adjustment for gain on terminated interest rate swap included in net income(67) 
Accumulated other comprehensive loss$(166,783) $(135,748)

Table of Contents
CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2018, 2017 and 2016


(in thousands)2018 2017
Cumulative foreign currency translation$(129,406) $(95,630)
Cumulative supplemental benefit plans(4,958) (5,461)
Net unrecognized (losses)/gains on interest rate swaps(1,384) 7,400
Accumulated other comprehensive loss$(135,748) $(93,691)


Share-based Compensation


Our primary means of providing share-based compensation is granting restricted stock units (“RSUs”) and performance-based restricted stock units (“PBRSUs”). The fair value of any grant is based on the market value of our shares on the date of grant and is generally recognized as compensation expense over the vesting period. We 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. The cost is recognized over the period during which an employee is required to provide services in exchange for the award. We utilize the Monte-Carlo simulation method to estimate the fair value for any PBRSUs grantedwith market-based conditions and the Black-Scholes model to estimate the fair value of stock options. We apply the straight-line single option method of attributing the value of share-based compensation expense. As share-based compensation expense recognized in results of operations is based on awards ultimately expected to vest, share-based compensation expense has been reduced for forfeitures. Forfeitures are recognized at the time they occur. We apply the long-form method for determining the pool of windfall tax benefits.


In addition, we have an employee stock purchase plan that allows eligible employees to purchase common stock of the Company at 85.0% of the closing price on the first or last day of each quarter, whichever is lower. We recognize an expense in the amount equal to the estimated fair value of the discount.


See Note 12 –Share-based Compensation for additional information.


Foreign Currency


The functional currencies of our foreign subsidiaries are their respective local currencies. The financial statements of the foreign subsidiaries are translated into US dollars for consolidation as follows: (i) assets and liabilities at the exchange rate as of the balance sheet date, (ii) stockholders’ equity at the historical rates of exchange and (iii) income and expense amounts at average rates prevailing throughout the period. Translation adjustments resulting from the translation of the subsidiaries’ accounts are included in “Accumulated other comprehensive loss,” a separate component of stockholders’ equity. Gains and losses resulting from foreign currency transactions are included within “Selling,selling, general and administrative expenses”expenses in the consolidated statement of operations and arewere not material to the results of operations.


CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018 and 2017


Earnings/(Loss) Per Share


Basic earnings/(loss) per share is computed by dividing net income/(loss) available to our stockholders by the weighted-average number of common shares outstanding. The computation of diluted earnings per share is similar to the computation of basic earnings per share, except that the weighted-average number of common shares outstanding is increased to include the number of additional common shares that would have been outstanding if dilutive stock options had been exercised and RSUs and PBRSUs were vested. The dilutive effect of stock options and unvested RSUs and PBRSUs is computed using the treasury stock method, which assumes any proceeds that could be obtained upon the exercise of stock options and vesting of RSUs and PBRSUs would be used to purchase shares of common stock at the average market price for the period. The assumed proceeds include any purchase price the grantee pays, the hypothetical windfall tax benefit that we receive upon assumed exercise or vesting and the hypothetical average unrecognized compensation expense for the period. We calculate the assumed proceeds from excess tax benefits based on the “as-if” deferred tax assets calculated under share-based compensation standards.


Dividends

We record cash dividends as reductions to retained earnings upon declaration, with a corresponding increase to current liabilities, based on common shares outstanding on the record date. In addition, as part of our share-based compensation program, the terms of our RSUs and PBRSUs stipulate that holders of these awards are credited with dividend equivalent units on each date that a cash dividend is paid to holders of common stock. These dividend equivalents are subject to the same vesting and performance requirements of the underlying units and therefore are forfeitable (i.e. non-participating). Upon declaration of a dividend, we record dividend equivalents as a reduction to retained earnings, derived from the number of eligible unvested shares, with a corresponding increase to additional paid-in-capital.

In December 2019, we announced that our Board of Directors initiated and declared a cash dividend of $0.22 per common share. As a result, as of December 31, 2019, we have recorded a liability of $17.4 million within accounts payable and other accrued expenses, as well as $0.4 million in dividend equivalents reflected in additional paid-in-capital within our accompanying consolidated balance sheets. The dividend declared was paid on January 24, 2020 to shareholders of record at the close of business on January 10, 2020.

Tax Escrow Disbursement Arrangements


We administer tax escrow disbursements as a service to our clients in connection with our tax services business. These deposits are maintained in segregated accounts for the benefit of our clients. These deposits totaled $696.0approximately $1.4 billion and $696.0 million and $961.5 million at December 31, 20182019 and 20172018, respectively. Because these deposits are held on behalf of our clients, they are not our funds and, therefore, are not included in the accompanying consolidated balance sheets.


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CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2018, 2017 and 2016



These deposits generally remain in the accounts for a period of two2 to five5 business days. We record earnings credits from these activities as a reduction to related administrative expenses, including the cost of bank fees and other treasury administration costs.


Under our contracts with our clients, if we make a payment in error or fail to pay a taxing authority when a payment is due, we could be held liable to our clients for all or part of the financial loss they suffer as a result of our act or omission. We maintained claim reserves relating to incorrect disposition of assets of $21.2$22.7 million and $21.7$21.2 million as of December 31, 20182019 and 20172018, respectively. Within these amounts, $9.2$9.8 million and $9.4$9.2 million, respectively, are short-term and are reflected in accounts payable and other accrued expenses within our accompanying consolidated balance sheets. The remaining reserves are reflected in other liabilities.


CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018 and 2017


Recent Accounting Pronouncements


In December 2019, as part of a simplification initiative, the Financial Accounting Standards Board ("FASB") issued guidance to remove certain exceptions and added further guidance to simplify the accounting for income taxes. The exceptions that were removed relate to recognizing deferred taxes for investments, performing intra-period allocation, and calculating income taxes in interim periods. The guidance reduces the complexity of recognizing deferred taxes for tax goodwill and allocating taxes to entities of a consolidated group. The guidance is effective for fiscal years beginning after December 15, 2020 with early adoption permitted. As of December 31, 2019, we have not elected early adoption, however we currently anticipate that the new standard will result in a reduction to deferred tax liabilities of up to $20 million upon adoption, with a corresponding increase to stockholders' equity.

In November 2018, the Financial Accounting Standard Board ("FASB")FASB issued guidance to clarify the definition and interaction of collaborative arrangements with previously issued guidance on revenue recognition. This guidance is effective for fiscal years beginning after December 15, 2019 on a retrospective basis to the date of the initial adoption of the revenue standard, with early adoption is permitted. We have not elected to early adopt this guidance and we do not expect adoption to have a material impact on our consolidated financial statements.


In August 2018, the FASB issued guidance that amends fair value disclosure requirements. The guidance removes disclosure requirements on the transfers between Level 1 and Level 2 of the fair value hierarchy in addition to the disclosure requirements on the policy for timing of transfers between levels and the valuation process for Level 3 fair value measurements. The guidance clarifies the measurement uncertainty disclosure and adds disclosure requirements for Level 3 unrealized gains and losses and significant unobservable inputs used to develop Level 3 fair value measurements. The guidance is effective for fiscal years beginning after December 15, 2019. Entities are permitted to early adopt any removed or modified disclosures upon issuance and delay adoption of the additional disclosures until the effective date. We adopted the removedremoval of disclosure requirementsprovisions of the new guidance in the third quarter of this year however2018, but we did not elect early adoption of the measurement uncertainty disclosure and additional Level 3 disclosures. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.


In August 2018, the FASB issued guidance which modifies the disclosure requirements for employers that sponsor defined benefit pension or other post-retirement plans. The guidance removes certain disclosures, while modifying and adding others, and is effective for fiscal years ending after December 15, 2020 on a retrospective basis. Early adoption is permitted,permitted; however, we have not elected early adoption. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In August 2018, the FASB issued new guidance on accounting for implementation, set-up and other upfront costs incurred in a cloud computing arrangement that is hosted by a vendor under a service contract. This new guidance aligns the requirements for capitalization with those for capitalizing implementation costs incurred for internal-use software with additional quantitative and qualitative disclosures required. The guidance is effective for fiscal years beginning after December 15, 2018. As permitted, we elected early adoption as of period-end in the third quarter of this year on a prospective basis. The adoption of this guidance did not have a material impact on our consolidated financial statements.

In March 2018, the FASB issued guidance pertaining to the accounting for the Tax Cuts and Jobs Act ("TCJA"), allowing companies a year to finalize and record any provisional or inestimable impacts for the TCJA. This guidance was effective upon issuance during the first quarter. The adoption of this guidance did not have a material effect on our financial statements. See Note 15 - Income Taxes for discussion of the impacts of the TCJA on our Company.


In February 2018, the FASB issued guidance permitting companies to reclassify stranded tax effects from the TCJA from accumulated other comprehensive lossincome/(loss) to retained earnings. The stranded tax effects consist of deferred taxes originally recorded in accumulated other comprehensive loss that exceed the newly enacted federal corporate tax rate. As permitted in the guidance, we elected to early adopt as of January 1, 2018. The net impact of adoption was a balance sheet reclassification of a $0.4 million unrealized loss within accumulated other comprehensive loss to retained earnings.


In August 2017, the FASB issued guidance to amend and improve the accounting for hedging activities. The amendment eliminates the requirement to separately measure and report hedge ineffectiveness. An initial quantitative

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Table of Contents
CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2018, 2017 and 2016


assessment to establish that the hedge is highly effective is still required, but the amendment allows until the end of the first quarter that it is designated as a hedge to perform the assessment. After initial qualification, a qualitative assessment can be performed if the hedge is highly effective and the documentation at inception can reasonably support an expectation of high effectiveness throughout the hedge’s term. The amendment requires companies to present all hedged accounting elements that affect earnings in the same income statement line as the hedged item. For highly effective cash flow hedges, fair value changes will be recorded in other comprehensive income and reclassified to earnings when the hedged item impacts earnings. The guidance isbecame effective prospectively for fiscal years beginning after December 15, 2018. In October 2018, the FASB issued incremental guidance to this update to permit the Overnight Index Swap Rate ("OIS") and the Secured Overnight Financing Rate ("SOFR") to be utilized as US benchmark interest rates for hedge accounting purposes. Early adoption is permitted, however weWe have not elected early adoption. We do not expect the adoption ofadopted this guidance to havein the current year as required, which has not had a material impact on our consolidated financial statements.

In May 2017, the FASB issued guidance to amend the terms or conditions to apply modification accounting for share-based payment awards. The amendment clarifies that modification accounting will be applied if the value, vesting conditions or classification of the award changes. An entity must disclose that compensation expense has not changed, if that is the case. The guidance is effective prospectively in fiscal years beginning after December 15, 2017. Early adoption is permitted and we elected early adoption of this guidance in the prior year which did not have a material impact on our consolidated financial statements.


In March 2017, the FASB provided guidance to improve the presentation of net pension periodic benefit cost. The service cost component of the net periodic benefit cost is to be presented in the same income statement line item as other employee compensation costs arising from services during the period, and only the service cost component will be eligible to be capitalized. All the other cost components will be presented as non-operating components on the income statement. The
CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018 and 2017


guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Early adoption isAs permitted, and the amendments should be applied retrospectively. Wewe elected early adoption in the prior year2017 which resulted in the reclassification of net periodic benefit costs totaling $0.8 million $3.4 million, and $0.5 million for the yearsyear ended December 31, 2017, 2016 and 2015, respectively.2017.
In January 2017, the FASB issued guidance that reduces the cost and complexity of accounting for goodwill. An entity will measure impairment by comparing the difference between the carrying amount and the fair value of the reporting unit. To simplify the process, the second step from the goodwill impairment test is eliminated. Entities must disclose the amount of goodwill allocated to each reporting unit with zero or negative carrying amounts and the related reportable segment as the requirement to perform a qualitative assessment for such reporting units has been eliminated. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The guidance is effective prospectively in fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for interim or annual impairment tests performed after January 1, 2017. We elected early adoption of this guidance in the prior year which has not had a material impact on our consolidated financial statements.

In November 2016, the FASB issued guidance providing that restricted cash and restricted cash equivalents are to be included with cash and cash equivalents on the statement of cash flows. The guidance is effective in fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. We have adopted this guidance in the current year as required. Please see further discussion above within this Note.


In June 2016, the FASB issued guidance for accounting of credit losses affecting the impairment model for most financial assets and certain other instruments. Entities will be required to use a new forward-looking current expected credit loss model for trade and other receivables, held-to-maturity debt securities, loans, and other instruments, which will generally lead to an earlier recognition of loss allowances. Entities will recognize expected losses on available-for-sale debt securities as allowances rather than a reduction in amortized cost of the security while the measurement process of thissuch loss does not change. Disclosure requirements are expanded regarding an entity’s assumptions, models and methods of estimations of the allowance. The guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted butpermitted; however, we dohave not anticipate electingelected early adoption. In November 2018 and 2019, the FASB issued an updateupdates to this standard which, amongst other items, clarifies that impairment of receivables arising from operating leases should be accounted for under applicable leasing guidance. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.


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CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2018, 2017 and 2016



In March 2016, the FASB issued guidance to simplify some provisions in share-based compensation accounting. The accounting for income taxes requires all excess tax benefits and tax deficiencies arising from such compensation arrangements to be recognized through income tax expense. The statement of cash flows presentation of excess tax benefits should be classified with other income tax cash flows as an operating activity. An entity may also make an entity-wide election to either continue estimating the number of awards that are expected to vest or account for forfeitures as they occur. The requirements to qualify for equity classification permits tax withholding up to the maximum statutory tax rates in the applicable jurisdictions. Lastly, payments of cash by an employer for tax-withholding purposes, when directly withholding shares, are classified as a financing activity on the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. We adopted the new guidance in March 2017, which resulted in an income tax benefit of $2.5 million for the year ended December 31, 2017. We elected to account for forfeitures as they occur, which resulted in a share-based compensation true-up of less than $0.1 million for the year ended December 31, 2017.

In March 2016, the FASB issued guidance on equity method accounting related to joint venture investments. The standard eliminates the requirement to retroactively adopt the equity method of accounting as a result of an increase in the level of ownership or degree of influence related to an investment. The guidance is effective for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. Adoption of this guidance did not have a material impact on our consolidated financial statements.

In March 2016, the FASB issued guidance on derivatives and hedging. The standard clarifies the four-step decision sequence required for assessing whether contingent put and call options that can speed up the payment for a debt instrument’s principal are clearly and closely related to the debt to which they are attached. The standard also clarifies that, provided all other hedge accounting criteria continue to be met, a change in the counterparty to a derivative instrument does not in itself disqualify designation of the hedge. The guidance is effective for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. Adoption of this guidance did not have a material impact on our consolidated financial statements.


In February 2016, the FASB issued guidance on lease accounting which requires leases, with durations greater than 12-monthsregardless of classification, to be recognized on the balance sheet as lease assets and lease liabilities beginning after December 15, 2018.liabilities. The objective of this standard is to provide greater transparency on the amount, timing and uncertainty of cash flows arising from leasing arrangements. The recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee will depend ondepends upon its classification as a finance or operating lease. EarlyOn January 1, 2019, we adopted the new lease accounting standard, and all related amendments, using the modified retrospective approach. Comparative information has not been restated and continues to be reported under the standards in effect for those prior periods, as allowed by the guidance. We elected the package of practical expedients permitted under the transition guidance which allows us to carry forward our historical lease classification of pre-existing leases, treatment of pre-existing indirect costs, as well as our conclusions of whether a pre-existing contract contains a lease. We implemented internal controls to enable the preparation of financial information upon our adoption is permitted, however we elected to adopt onin the required datefirst quarter of the current year.

Adoption of the new lease accounting standard resulted in the recording of operating lease assets and lease liabilities of approximately $67.7 million and $103.9 million, respectively, as of January 1, 2019 via the transition method election issued by the FASB in July 2018 where comparative periods presented in the period2019. There was no impact to opening equity as a result of adoption do not needas the difference between the asset and liability balance is attributable to be restated. In adoptingreclassifications of pre-existing balances, such as deferred and prepaid rent, into the updated guidance, we have implemented a new lease administration software solution as well as updated controls and processes to comply with the requirementsasset balance. The adoption of this guidance. Our notes to the consolidated financial statements related to leases will be expanded to enable users of the financial statements to better assess the amount, timing, and uncertainty of cash flows arising from leases. The most substantial change to our consolidated financial statements will be a gross-up of our total assets and liabilities of less than 5%. There have been clarification updates since the initial guidance was issued which we have incorporated into our assessment of the impact this guidance will have. Overall, the guidance isstandard did not expected to materially impact our resultsconsolidated statement of operations in the upcoming fiscal years and interim periods.or presentation of cash flows.

In January 2016, the FASB issued guidance on accounting for equity investments and financial liabilities. The standard does not apply to equity method investments or investments in consolidated subsidiaries. The update provides that equity investments with readily determinable values be measured at fair value and changes in the fair value flow through net income. These changes historically have run through other comprehensive income. Equity investments without readily determinable fair values have the option to be measured at fair value or at cost adjusted for changes in observable prices minus impairment. Changes in either method are also recognized in net income. The standard requires a qualitative assessment of impairment indicators at each reporting period. For financial liabilities, entities that elect the fair value option must recognize the change in fair value attributable to instrument-specific credit risk in other comprehensive loss rather than net income. Lastly, regarding deferred tax assets, the need for a valuation allowance on a deferred tax asset will need to be assessed related to available-for-sale debt securities. The guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted but we did not elect early adoption. We have adopted this guidance in the current year, which has not had a material impact on our financial statements.


In May 2014, the FASB issued updated guidance on revenue recognition in order to i)(i) remove inconsistencies in revenue requirements, ii)(ii) provide a better framework for addressing revenue issues, iii)(iii) improve comparability across entities, industries, etc., iv)(iv) provide more useful information through improved disclosures, and v)(v) simplify the preparation of financial statements by reducing the number of requirements to which an entity must refer. Under the amendment, an entity should

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CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2018, 2017 and 2016


recognize revenue to depict the transfer of promised goods or services to customers in the amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also specifies the accounting treatment for the incremental costs of obtaining a contract, which would not have been incurred had the contract not been obtained. Further, an entity is required to disclose sufficient information to enable the user of the financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows from contracts with customers. The updated guidance provides two methods of adoption: i)(i) retrospective application to each prior reporting period presented, or ii)(ii) recognition of the cumulative effect from the retrospective application at the date of initial application.

CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018 and 2017



On January 1, 2018, we adopted this new accounting standard, and all the related amendments, using the modified retrospective approach for all contracts that were not in effect as of the adoption date.approach. The comparative information haswas not been restated and continues to be reported under the accounting standards in effect for those prior periods. We also applied practical expedients which permit (i) the omission of remaining performance obligations that have contracts with an original expected duration of one year or less, (ii) the omission of performance obligations, which are for usage-based variable consideration, which we will recognize over the term of the arrangements based on the actual usage by the customers and (iii) expensing incremental contract costs, which would have otherwise been recognized in one year or less.

The cumulative effect of the changes made to our consolidated balance sheet as of January 1, 2018 for the adoption of the new accounting standard is as follows:


(in thousands)December 31, 2017 Adoption Adjustments January 1, 2018
Assets     
Accounts receivable, net$256,595
 $(941) $255,654
Prepaid expenses and other current assets47,220
 (965) 46,255
Other assets104,882
 2,546
 107,428
      
Liabilities     
Contract liabilities, current$303,948
 $6,767
 $310,715
Contract liabilities, net of current504,900
 24,801
 529,701
Deferred income tax liability102,571
 (7,736) 94,835
      
Equity     
Retained earnings$877,111
 $(23,183) $853,928
Accumulated other comprehensive loss(93,691) (9) (93,700)



In connection with the adoption of the new accounting guidance in 2018, we increased our total contract liabilities by $31.6 million of which $23.2 million was the result of a change in the accounting for contracts containing material rights the client would have not received without entering into the contract. The performance obligation associated with thesuch material rightrights is recognized when the future products or services are transferred or when the option expires. Further, we recorded $1.6 million of contract-related assets associated with the change in accounting, which are presented in prepaid expenses and other current assets and other assets in our consolidated balance sheet. As a resultIn connection with the foregoing pre-tax impacts of adopting the adoption-related adjustments previously discussed,new guidance, we adjusted our related deferred income tax andbalances. The net impact of all adoption-related adjustments is reflected as a reduction to retained earnings accounts.

The impact of the adoption of the new accounting standard on our consolidated balance sheet is as follows:

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CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2018, 2017 and 2016


 December 31, 2018
(in thousands)As Reported Balances Without Adoption Adjustments Effect of Change Higher/(Lower)
Assets     
Accounts receivable, net242,814
 243,741
 (927)
Prepaid expenses and other current assets50,136
 49,918
 218
Income tax receivable25,299
 25,253
 46
Other assets102,136
 99,639
 2,497
      
Liabilities     
Accounts payable and other accrued expenses166,258
 166,644
 (386)
Contract liabilities, current308,959
 304,002
 4,957
Contract liabilities, net of current524,069
 521,750
 2,319
Deferred income tax liability124,968
 125,524
 (556)
      
Equity     
Accumulated other comprehensive loss(135,748) (135,783) 35
Retained earnings975,375
 979,910
 (4,535)
The impact of the adoption of the new accounting standard on our consolidated statement of operations is as follows:

 For the Year Ended December 31, 2018
(in thousands)As Reported Balances Without Adoption Adjustments Effect of Change Higher/(Lower)
Operating revenue1,788,378
 1,764,027
 24,351
Cost of services921,429
 921,697
 (268)
Selling, general and administrative expenses444,614
 445,777
 (1,163)
Operating income222,618
 196,836
 25,782
Provision for income taxes45,691
 38,557
 7,134
Net income121,864
 103,216
 18,648

accounts in 2018. During the second quarter of 2018, we amended contractual terms, which eliminated certain performance obligations that would have otherwise been fulfilled over time. For the year ended December 31, 2018, the difference between the reported revenues and the pro forma revenues without adoption adjustments from the newtime, resulting in approximately $23.7 million of accelerated revenue guidance is primarily due to the removal of the aforementioned performance obligations. See Note 11 - Operating Revenues for additional information.recognition.



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CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2018, 2017 and 2016


Note 3 - Property and Equipment, Net


Property and equipment, net, as of December 31, 20182019 and 20172018 consists of the following:


(in thousands)2019 2018
Land$7,476
 $7,476
Buildings6,487
 6,487
Furniture and equipment74,978
 68,851
Capitalized software916,820
 902,482
Leasehold improvements48,811
 43,476
Construction in progress3,064
 669
 1,057,636
 1,029,441
Less: accumulated depreciation(606,615) (572,944)
Property and equipment, net$451,021
 $456,497

(in thousands)2018 2017
Land$7,476
 $7,476
Buildings6,487
 6,487
Furniture and equipment68,851
 63,255
Capitalized software902,482
 878,156
Leasehold improvements43,476
 39,990
Construction in progress669
 1,349
 1,029,441
 996,713
Less: accumulated depreciation(572,944) (549,054)
Property and equipment, net$456,497
 $447,659


Depreciation expense for property and equipment was approximately $91.4$90.1 million, $83.991.4 million and $82.2$83.9 million for the years ended December 31, 20182019, 20172018 and 20162017, respectively.



Impairment losses for property and equipment of $12.3 million and $7.7 million were recorded for the years ended December 31, 2019 and 2018, respectively. NaN impairment losses were recorded for the year ended December 31, 2017. See Note 10 - Fair Value for further discussion.
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CoreLogic,CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018, 2017 and 20162017




Note 4 - Goodwill, Net


A reconciliation of the changes in the carrying amount of goodwill, net, by reporting unit, for the years ended December 31, 20182019 and 20172018 is as follows:


(in thousands)PIRM UWS Consolidated
Balance as of January 1, 2018     
Goodwill$1,029,223
 $1,228,901
 $2,258,124
Accumulated impairment losses(600) (6,925) (7,525)
Goodwill, net1,028,623
 1,221,976
 2,250,599
Acquisitions100,151
 63,597
 163,748
Measurement period adjustments151
 (485) (334)
Disposal(1,803) 
 (1,803)
Translation adjustments(20,256) 
 (20,256)
Balance as of December 31, 2018     
Goodwill, net1,106,866
 1,285,088
 2,391,954
Acquisitions
 5,452
 5,452
Measurement period adjustments(5,041) 
 (5,041)
Disposal
 (1,338) (1,338)
Translation adjustments5,069
 
 5,069
Balance as of December 31, 2019     
Goodwill, net$1,106,894
 $1,289,202
 $2,396,096

(in thousands)PIRM UWS Consolidated
Balance at January 1, 2017     
Goodwill$1,189,388
 $925,392
 $2,114,780
Accumulated impairment losses(600) (6,925) (7,525)
Goodwill, net1,188,788
 918,467
 2,107,255
Acquisitions127,805
 1,700
 129,505
Translation adjustments13,839
 
 13,839
Rental Property Solutions reclassification5,521
 (5,521) 
Valuation Solutions reclassification(307,330) 307,330
 
Balance at December 31, 2017     
Goodwill, net1,028,623
 1,221,976
 2,250,599
Acquisitions100,302
 63,112
 163,414
Disposal(1,803) 
 (1,803)
Translation adjustments(20,256) 
 (20,256)
Balance at December 31, 2018     
Goodwill, net$1,106,866
 $1,285,088
 $2,391,954


For the year ended December 31, 2019, within our PIRM segment, we recorded measurement period adjustments of approximately $0.1 million for Breakaway Holdings, LLC ("HomeVisit") and $5.1 million for Symbility Solutions, Inc. ("Symbility"). Within our UWS segment, we recorded goodwill of $5.5 million related to the acquisition of National Tax Search, LLC ("NTS") as well as a loss of $1.3 million associated with a non-core business-line disposal that was not significant. See Note 17 - Acquisitions for additional information.

For the year ended December 31, 2018, we recorded acquisition-related goodwill of $100.3$100.2 million within our PIRM segment primarily consisting of $75.8 million, $10.2 million and $14.1 million related to the acquisitions of Symbility, Solutions Inc ("Symbility"), Breakaway Holdings, LLC ("HomeVisit")HomeVisit, and eTech Solutions Limited ("eTech"), respectively. We also recorded $0.2 million in measurement period adjustments attributable to acquisitions prior year acquisitionsto 2018 as well as a loss of $1.8 million associated with a non-core business-line disposal within PIRM that was not significant. Further, we recorded goodwill in the amount of $63.6 million within our UWS segment related to the acquisition of a la mode technologies ("a la mode"), partially offset by a $0.5 million measurement period adjustment attributable to the prior year acquisition of Mercury Network, LLC ("Mercury"). See Note 17 - Acquisitions for additional information.

For the year ended December 31, 2017, prior to reclassifications shown above, we recorded goodwill of $127.8 million in our PIRM segment consisting of $105.3 million for Mercury, $28.1 million for Myriad Development, Inc. ("Myriad") and Clareity Ventures, Inc. ("Clareity"), $5.4 million for FNC, Inc. ("FNC") purchase price allocation finalizations, as well as a $0.2 million adjustment related to a prior insignificant acquisition. For the year ended December 31, 2017, prior to reclassifications shown above, we recorded goodwill of $1.7 million in our UWS segment related to an insignificant acquisition. As a result of our re-segmentation in December 2017, we transferred our rental property solutions business from UWS to PIRM in addition to our valuation solutions business (includes Mercury) transferring from PIRM to UWS. See Note 17 - Acquisitions for additional information.
    
We perform an annual goodwill impairment test for each reporting unit in the fourth quarter. In addition to our annual impairment test, we periodically assess whether events or circumstances occurred that potentially indicate that the carrying amounts of these assets may not be recoverable. We elected to perform a quantitative impairment test on our reporting units without first assessing qualitative factors. Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates, operating margins, discount rates, and future market conditions, among others. Key assumptions used to determine the fair value of our reporting units in our testing were: (a) expected cash flows for the period from 20192020 to 20242025 and (b) a discount rates ranging fromrate of 9.0% and 10.5%, which were based on management's best estimate of an after-tax weighted average cost of capital. Based on the results of our fourth quarter goodwill impairment test, the goodwill attributable to our reporting units was not impaired as of December 31, 2018.2019. It is reasonably possible that changes in the facts, judgments, assumptions and estimates used in assessing the fair value of the goodwill could cause a reporting unit to become impaired.



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CoreLogic,CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018, 2017 and 20162017




Note 5 - Other Intangible Assets, Net


Other intangible assets, net as of December 31, 20182019 and 20172018 consist of the following:


 2019 2018
(in thousands)Gross Accumulated Amortization Net Gross Accumulated Amortization Net
Client lists$662,611
 $(354,011) $308,600
 $706,253
 $(327,201) $379,052
Non-compete agreements26,409
 (16,249) 10,160
 35,224
 (20,156) 15,068
Tradenames and licenses127,176
 (67,118) 60,058
 131,130
 (56,845) 74,285
Total$816,196
 $(437,378) $378,818
 $872,607
 $(404,202) $468,405

 2018 2017
(in thousands)Gross Accumulated Amortization Net Gross Accumulated Amortization Net
Client lists$706,253
 $(327,201) $379,052
 $690,693
 $(303,632) $387,061
Non-compete agreements35,224
 (20,156) 15,068
 28,118
 (15,528) 12,590
Tradenames and licenses131,130
 (56,845) 74,285
 125,090
 (49,128) 75,962
 $872,607
 $(404,202) $468,405
 $843,901
 $(368,288) $475,613


Amortization expense for other intangible assets net was $64.1$60.7 million, $64.1 million and $58.2 million and $52.9 million for the years ended December 31, 2019, 2018 and 2017, respectively.

Impairment losses for other intangible assets were $35.6 million for the year ended December 31, 2019. NaN impairment losses were recorded for the years ended December 31, 2018 2017 and 2016, respectively.2017. See Note 10 - Fair Value of Financial Instruments for further discussion on other identifiable intangible assets measured at fair value on a nonrecurring basis.discussion.


Estimated amortization expense for other intangible assets anticipated for the next five years is as follows:


(in thousands) 
2020$57,257
202154,112
202252,331
202344,062
202437,684
Thereafter133,372
Total$378,818

(in thousands) 
2019$63,941
202062,200
202158,835
202257,069
202348,839
Thereafter177,521
Total$468,405



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CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2018, 2017 and 2016


Note 6 - Capitalized Data and Database Development Costs, Net


Capitalized data and database development costs, net as of December 31, 20182019 and 20172018 consists of the following:


(in thousands)2019 2018
Property data$620,210
 $587,217
Flood data55,416
 55,416
Eviction data17,579
 16,102
 693,205
 658,735
Less accumulated amortization(366,127) (334,686)
Capitalized data and database costs, net$327,078
 $324,049

(in thousands)2018 2017
Property data$587,217
 $564,515
Flood data55,416
 55,416
Eviction data16,102
 17,017
 658,735
 636,948
Less accumulated amortization(334,686) (307,545)
Capitalized data and database costs, net$324,049
 $329,403


Amortization expense for capitalized data and database development costs was approximately $36.5$37.0 million, $36.5 million and $35.8 million and $34.6 million for the years ended December 31, 20182019, 20172018 and 20162017, respectively.


CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018 and 2017


Note 7 - Investment in Affiliates, Net


Investments in affiliates, net, were $22.4$16.7 million and $39.0$22.4 million as of December 31, 20182019 and 2017,2018, respectively. We recorded equity in earnings of affiliates, net of tax, of $0.6 million and $1.5 million for the yearyears ended December 31, 2018. We recorded2019 and 2018, respectively, and equity in losses of affiliates, net of tax, of $1.2 million and equity in earnings of affiliates, net of tax, of $0.5 million for the yearsyear ended December 31, 2017 and 2016, respectively.2017. Income tax effects on our aforementioned earnings and lossesloss were an expenseexpenses of $0.5$0.2 million and $0.5 million for the years ended December 31, 2019 and 2018, respectively, and a benefit of $0.7 million for the year ended December 31, 2017. Dividends from equity method investments were $5.0 million, $0.8 million and $1.2 million for the years ended December 31, 2019, 2018, and 2017, respectively. For the years ended December 31, 2019 and 2017, we incurred impairment losses within investment in affiliates, net, of $1.5 million and $3.8 million, respectively. NaN impairments were recorded for the year ended December 31, 2018. See Note 10 - Fair Value for further discussion.

We recorded 0 operating revenues related to transactions with our investment in affiliates for the year ended December 31, 2019. For the years ended December 31, 2018, and 2017 respectively, and an expensewe recorded operating revenues of $1.0 million for the year ended December 31, 2016. Dividends from equity method investments were $0.8 million, $1.2 million and $9.0 million for the years ended December 31, 2018, 2017 and 2016, respectively. We recorded $1.5 million, $10.3 million and $10.3 million, of operating revenues and $6.8 million, $11.2 million and $13.0 million ofrespectively. We recorded operating expenses related to transactions with our investment in affiliates of $1.4 million, $6.8 million and $11.2 million for the years ended December 31, 2019, 2018, 2017 and 2016,2017, respectively. As of December 31, 20182019, and 2017,2018, we had insignificant accounts payable and accounts receivable with these affiliates.


In December 2018, we completed the acquisition of the remaining 72.0% ownership in Symbility for C$107.1 million or approximately $80.0 million, subject to certain working capital adjustments. In connection with this transaction, we remeasured our existingpre-existing 28.0% investment balance of $17.8 million to fair value based on the purchase price, resulting in a $13.3 million step-up gain which was recorded within gain/(loss)/gain on investments and other, net in our accompanying consolidated statements of operations.operations for the year ended December 31, 2018. The total investment balance was then reclassified in the application of purchase accounting for this acquisition. See Note 17 - Acquisitions for additional information. Prior to the acquisition of the remaining ownership, we accounted for our interest under the equity method. For the year ended December 31, 2018, prior to the acquisition, we recorded equity in earnings, net of tax, of $1.8 million attributable to Symbility.


In December 2017, we acquired a 38.21%approximately 38% ownership of Location, Inc. for $6.5 million. In December 2017, we also disposed of our remaining interest related to our joint venture investment in Speedy Title & Appraisal Review Services, LLC for $1.0 million.


In November 2016, we acquired 12.97% ownership of Onthehouse Holding Limited (“OTH”) through a non-cash transaction of AUD $11.3 million or $8.3 million. The consideration comprised of our investment in PropertyIQ Ltd. ("PIQ") and a business line from our Australian operations. The transaction resulted in a gain of AUD $9.9 million, or USD $7.3 million, recorded in gain/(loss) on investments and other, net in our accompanying consolidated statements of operations for the year ended December 31, 2016.
See Note 10 - Fair Value of Financial Instruments for further discussion on investment in affiliates, net measured at fair value on a nonrecurring basis.


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CoreLogic,CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018, 2017 and 20162017




Note 8 - Long-Term Debt


Long-term debt as of December 31, 20182019 and 20172018 consists of the following:


 December 31, 2019 December 31, 2018
(in thousands)Gross Debt Issuance Costs Net Gross Debt Issuance Costs Net
Bank debt:     
      
 Term loan facility borrowings due May 2024, weighted-average interest rate of 3.59% as of December 31, 2019$1,672,188
 $(14,868) $1,657,320
 $
 $
 $
 Revolving line of credit borrowings due May 2024, weighted-average interest rate of 3.59% as of December 31, 2019
 (6,425) (6,425) 
 
 
 Term loan facility borrowings due August 2022, weighted-average interest rate of 4.05% as of December 31, 2018, modified May 2019
 
 
 1,597,500
 (13,043) 1,584,457
 Revolving line of credit borrowings due August 2022, weighted-average interest rate of 4.05% as of December 31, 2018, modified May 2019
 
 
 178,146
 (5,216) 172,930
Notes:          

 7.55% senior debentures due April 20289,524
 (26) 9,498
 14,645
 (44) 14,601
Other debt:     
     

 Various debt instruments with maturities through March 20246,167
 
 6,167
 7,188
 
 7,188
Total long-term debt1,687,879
 (21,319) 1,666,560
 1,797,479
 (18,303) 1,779,176
Less current portion of long-term debt56,022
 
 56,022
 26,935
 
 26,935
Long-term debt, net of current portion$1,631,857
 $(21,319) $1,610,538
 $1,770,544
 $(18,303) $1,752,241

 December 31, 2018 December 31, 2017
(in thousands)Gross Debt Issuance Costs Net Gross Debt Issuance Costs Net
Bank debt:     
      
 Term loan facility borrowings due August 2022, weighted-average interest rate of 4.05% and 3.28% as of December 31, 2018 and 2017, respectively$1,597,500
 $(13,043) $1,584,457
 $1,755,000
 $(17,017) $1,737,983
 Revolving line of credit borrowings due August 2022, weighted-average interest rate of 4.06% as of December 31, 2018178,146
 (5,216) 172,930
 
 (6,672) (6,672)
Notes:          

 7.55% senior debentures due April 202814,645
 (44) 14,601
 14,645
 (48) 14,597
Other debt:     
     

 Various interest rates with maturities through 20237,188
 
 7,188
 7,662
 
 7,662
Total long-term debt1,797,479
 (18,303) 1,779,176
 1,777,307
 (23,737) 1,753,570
Less current portion of long-term debt26,935
 
 26,935
 70,046
 
 70,046
Long-term debt, net of current portion$1,770,544
 $(18,303) $1,752,241
 $1,707,261
 $(23,737) $1,683,524


As of December 31, 20182019, and 2017,2018, we have recorded $0.7$0.4 million and $1.0$0.7 million, respectively, of accrued interest expense on our debt-related instruments.


Credit Agreement


In August 2017,May 2019 we amended our Credit Agreementcredit agreement (as amended, the "Credit Agreement") with Bank of America, N.A. ("Credit Agreement"), as the administrative agent and other financial institutions. The Credit Agreement provides for a $1.8 billion five-year5-year term A loan facility (the "Term Facility"), and a $700.0$750.0 million five-year5-year revolving credit facility ("Revolving(the "Revolving Facility"). The Term Facility matures, and the Revolving Facility expires, in August 2022.May 2024. The Revolving Facility includes a $100.0 million multicurrency revolving sub-facility and a $50.0 million letter of credit sub-facility. The Credit Agreement also provides for the ability to increase the Term Facility and Revolving Facility by up to $100.0$300.0 million in the aggregate; however, the lenders are not obligated to do so.


The loans under the Credit Agreement bear interest, at the election of the Company, at (i) the Alternate Base Rate (defined as the greatestgreater of (a) Bank of America's “prime rate”, (b) the Federal Funds effective rate plus 0.50% and (c) the reserve adjusted London interbank offering rate ("LIBOR") for a one month Eurocurrency borrowing plus 1.00%) plus the Applicable Rate (as defined in the Credit Agreement) or (ii) the London interbank offering rateLIBOR for Eurocurrency borrowings, adjusted for statutory reserves (the “Adjusted Eurocurrency Rate”) plus the Applicable Rate. The initial Applicable Rate for Alternate Base Rate borrowings is 1.00%0.75% and for Adjusted Eurocurrency Rate borrowings is 2.00%1.75%. After December 31, 2017,September 2019, the Applicable Rate will vary depending upon the Company's leverage ratio. The minimum Applicable Rate for Alternate Base Rate borrowings will be 0.25% and the maximum will be 1.00%. The minimum Applicable Rate for Adjusted Eurocurrency Rate borrowings will be 1.25% and the maximum will be 2.00%. The Credit Agreement also requires the Company to pay a commitment fee for the unused portion of the Revolving Facility, which will be a minimum of 0.25%0.20% and a maximum of 0.40%0.35%, depending on the Company's leverage ratio.

CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018 and 2017


The Credit Agreement provides that loans under the Term Facility shall be repaid in equal quarterly installments of $21.9 million, commencing on the last day of the next full fiscal quarterSeptember 30, 2019 and continuing on each three-month anniversary thereafter. The loans under the Term Facility shall be repaid in an amount equal to $22.5 million for the first eight quarterly payments and in an

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CoreLogic, Inc.
Notesthereafter, subject to the Consolidated Financial Statements
For the Years Ended December 31, 2018, 2017 and 2016


amount equalapplication of prepayments to $45.0 million for each quarterly payment thereafter.installments. The outstanding balance of the term loans will beis due in August 2022.May 2024.


The Credit Agreement contains the following financial maintenance covenants: (i) a maximum total leverage ratio not to exceed 4.50:1.00 (stepped down to 4.25:1.00 starting with the fiscal quarter ending on September 30, 2018,2020, with a further step down to 4.00:1.00 starting with the fiscal quarter ending on September 30, 2019, with an additional2021, followed by a final step down to 3.75:1.00 starting with the fiscal quarter ending on September 30, 2020, and a final step down to 3.50:1.00 starting with the fiscal quarter ending on September 30, 2021)2022) and (ii) a minimum interest coverage ratio of at least 3.50:3.00:1.00.


At December 31, 2018,2019, we had borrowing capacity of $521.9$750.0 million under the Revolving Facility and we were in compliance with all of our covenants under the Credit Agreement.


7.25% Senior NotesDebt Issuance Costs


In connection with the amendment of the Credit Agreement in May 2011,2019, we issued $400.0incurred approximately $9.7 million aggregate principal amount of 7.25% senior notes due 2021 (the "Notes").debt issuance costs of which $9.6 million were capitalized within long-term debt, net of current in the accompanying consolidated balance sheets. In July 2016,addition, when we amended the Credit Agreement, we wrote-off previously unamortized debt issuance costs of $1.5 million within (loss)/gain on investments and increased by $525.0other, net, in the accompanying consolidated statements of operations, which resulted in $14.6 million ourof remaining previously unamortized costs. We will amortize all of these costs over the term of the Credit Agreement. We utilized approximately $411.0 million of the $525.0 million proceeds to complete the redemption of all outstanding Notes, which included a premium on debt extinguishment payment of $14.2 million for

For the year ended December 31, 2016.

Debt Issuance Costs

In2017, in connection with the amendment and restatement of the Credit Agreement,our previous credit agreement in August 2017, we incurred approximately $14.3 million of debt issuance costs of which $14.0 million were initially capitalized within long-term debt, net in the accompanying consolidated balance sheets. In addition, when we amended and restated the Credit Agreement,previous credit agreement in 2017, we recognized a $1.8 million loss within gain/(loss)/gain on investments and other, net in the accompanying consolidated statements of operations; resultingoperations which resulted in a remaining $12.0 million of remaining previously unamortized costs. We will amortize all of these costs to be amortized over the amended term of the Credit Agreement. For the year ended December 31, 2016, in connection with an amendment and restatement of the Credit Agreement in July 2016, we wrote-off $10.2 million of unamortized debt issuance costs.previous credit agreement.


For the years ended December 31, 2019, 2018, and 2017, and 2016,$5.1 million, $5.4 million $5.7 million and $5.8$5.7 million, respectively, were expensed in the accompanying consolidated statement of operations related to the amortization of debt issuance costs.


7.55% Senior Debentures


In April 1998, we issued $100.0 million in aggregate principal amount of 7.55% senior debentures due 2028. In April 2010, in anticipation of the Separation, we commenced a cash tender offer for these debentures and also solicited consent from the holders thereof to expressly affirm that the Separation would not conflict with the terms of the debentures. In April 2010, we announced that valid consents were tendered representing over 50.0% of the outstanding debentures. Accordingly, we received the requisite approvals from debenture holders and amended the related indentures. The indentures governing these debentures, as amended, contain limited restrictions on the Company.

In November 2016, we paid down $45.0 million on the 7.55% senior debentures, which included a premium on debt extinguishment payment in the amount of $2.0 million for During the year ended December 31, 2016. For the years ended December 31, 2018 and 2017 there was no such activity2019, we repurchased $5.1 million face amount on the debentures. We paid a $0.4 million premium in connection with such repurchase, which amount was recorded within (loss)/gain on investments and other, net, in the accompanying consolidated statement of operations.

Interest Rate Swaps


We have entered into amortizing interest rate swaps (the "Swaps") in order to convert a portion of our interest rate exposure on the Credit Agreement floating rate borrowings from variable to fixed. Under the Swaps, we agree to exchange floating rate for fixed rate interest payments periodically over the life of the agreement. The floating rates in ourthe Swaps are based on the one-month London interbank offering rate.LIBOR. The notional balances, terms and maturities of ourthe Swaps are currently designed to have the effect of fixing the rate of interest on at least 50% of the principal balance of our debt as fixed rate.senior term debt.


As of December 31, 2018, our2019, the Swaps have a combined remaining notional balance of $1.5$1.3 billion, a weighted average fixed interest rate of 1.84%2.07% (rates range from 1.03% to 2.98%) and scheduled terminations through December 2025. As previously indicated, notional balances under our Swaps are scheduled to increase and decrease over their contract lengths

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CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2018, 2017 and 2016


based on our expectations of the level of variable debt levels.to be in effect in future periods. Currently, we have scheduled notional amounts of between $1.5$1.3 billion and $1.3$1.2 billion through December 2020, then $1.2$1.1 billion and $1.0 billion through August 2022 and $400.0
CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018 and 2017


$400.0 million thereafter until December 2025. Approximate weighted average fixed interest rates for the aforementioned time intervalsperiods are 2.15%2.44%, 2.70%2.64%, and 2.98%2.95%, respectively.


We have designated the Swaps as cash flow hedges. The estimated fair value of these cash flow hedges isare recorded in prepaid expenses and other current assets as well as other assets and/or other liabilities in the accompanying consolidated balance sheets. As of December 31, 2018,2019, the estimated fair value of these cash flow hedges resulted in an asset of $13.3$0.6 million, all of which $0.6 million is classified within prepaid expenses and other current assets, as well as a liability of $15.2$47.7 million. As of December 31, 2017,2018, we recorded an asset of $12.0$13.3 million, of which $0.6 million was classified within prepaid expenses and other assets.current assets, as well as a liability of $15.2 million.


For the years ended December 31, 2019, 2018 and 2017, and 2016,an unrealized loss of $33.9 million (net of $11.3 million in deferred taxes), an unrealized loss of $10.4 million (net of $3.4 million in deferred taxes), and an unrealized gain of $5.5 million (net of $3.4 million in deferred taxes), and an unrealized gain of $4.6 million (net of $2.9 million in deferred taxes), respectively, were recognized in other comprehensive (loss)/income related to the Swaps.


As a result of our Swap activity, for the years ended December 31, 2019, 2018 and 2017, included within interest expense, on a pre-tax basis, we recognized interest income of $3.2 million, $3.5 million, and interest expense of $1.7 million, respectively. Estimated net losses included in accumulated other comprehensive loss related to the Swaps as of December 31, 2019 that will be reclassified into earnings as interest expense in the next 12 months, utilizing December 31, 2019 LIBOR, is $7.6 million, on a pre-tax basis.

The aggregate annual maturities for long-term debt are as follows:


(in thousands) 
2020$56,022
202189,268
202288,706
202388,040
20241,356,319
Thereafter9,524
Total$1,687,879

(in thousands) 
2019$26,935
2020181,647
2021180,847
20221,393,395
202310
Thereafter14,645
Total$1,797,479





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CoreLogic,CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018, 2017 and 20162017




Note 9 - Commitments and ContingenciesLeases

Lease Commitments


We leasehave entered into renewable commitment agreements for certain officereal estate facilities automobiles and equipment, undersuch as computers and printers, which we individually classify as either operating or finance leases. We possess contractual options to renew certain leases which, for the most part, are renewable. The majorityperiods up to 5 years at a time, as well as, in certain instances, contractual options to terminate leases with varying notification requirements and potential termination fees. As of theseDecember 31, 2019, our leases also provide that we pay for related insurance and taxes.

Future minimum rental payments under operating leases that havewith initial orterms greater than twelve months had remaining non-cancelable lease terms in excess of one yearup to 12 years.
The following table provides a breakdown of lease balances within our consolidated balance sheet as of December 31, 20182019 and December 31, 2018:

(in thousands)      
Lease Type and Classification Included Within December 31, 2019 
December 31, 2018 (1)
Assets      
Operating Operating lease assets $65,825
 $
Finance Property and equipment, net 6,056
 5,002
Total   $71,881
 $5,002
       
Liabilities      
Current      
Operating Operating lease liabilities, current $18,058
 $
Finance Current portion of long-term debt 2,584
 2,340
Long-term      
Operating Operating lease liabilities, net of current 85,139
 
Finance Long-term debt, net of current 3,583
 2,753
Total   $109,364
 $5,093
       
(1) As permitted, December 31, 2018 is presented under the guidance in effect at that time. As such, 2018 does not contain comparable operating assets and/or liabilities. See Note 2 - Significant Accounting Policies for further details.

For the year ended December 31, 2019, the components of lease cost are as follows:


(in thousands) 
2019$26,738
202025,413
202119,214
202212,149
20238,908
Thereafter57,179
Total$149,601
(in thousands)   Amount
Lease Cost Included Within 
Finance lease cost    
Amortization of lease assets Depreciation and amortization $3,038
Interest on lease liabilities Interest expense $191
     
Operating lease cost Selling, general and administrative expenses $21,586
Operating lease cost Cost of services 248
    $21,834


Total rental expenseslease cost for all operating leases, andincluding month-to-month rentals, were $29.5 million, $28.5 million and $30.6 million for the years ended December 31, 2018, 2017 and 2016,2017, excluding taxes, was $22.9 million and $23.4 million, respectively.


CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018 and 2017


Other supplementary information for the year ended December 31, 2019 are as follows:

(in thousands)    
Other Information Finance Leases Operating Leases
Cash paid for amounts included in measurement of liabilities    
Operating cash outflows $191
 $25,900
Financing cash outflows $3,043
 $
     
Right-of-use assets obtained in exchange for lease liabilities $4,115
 $13,215
Weighted average remaining lease term (years) 2.7
 8.2
Weighted average discount rate 3.76% 6.25%

Maturities of lease liabilities as of December 31, 2019 are as follows:

(in thousands) Finance Leases Operating Leases
2020 $2,777
 $23,874
2021 1,892
 21,177
2022 1,270
 13,860
2023 560
 11,072
2024 70
 10,073
Thereafter 
 55,285
Total lease payments 6,569
 135,341
Less imputed interest (402) (32,144)
Total $6,167
 $103,197


Future minimum lease commitments, undiscounted, as of December 31, 2018 were as follows:

(in thousands)  
2019 $26,738
2020 25,413
2021 19,214
2022 12,149
2023 8,908
Thereafter 57,179
Total $149,601


As of December 31, 2019, we have 1 operating lease for a facility which has not yet commenced with an initial lease liability of approximately $0.8 million and an initial term of 4 years. This liability is not reflected in our consolidated balance sheet or the maturity schedule as of December 31, 2019 shown above.

Note 10 - Fair Value of Financial Instruments


Fair value is the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We utilize market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable.
 
The market approach is applied for recurring fair value measurements and endeavors to utilize the best available information. Accordingly, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Fair value balances are classified based on the observability of those inputs.
CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018 and 2017


 
A fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). Level 2 measurements utilize observable inputs in active markets for similar assets and liabilities, or, quoted prices in markets that are not active.


In estimating the fair value, of the financial instruments presented, we used the following methods and assumptions:


Cash and cash equivalentsCash Equivalents


For cash and cash equivalents, the carrying value is a reasonable estimate of fair value due to the short-term nature of the instruments.


Restricted cashCash


Restricted cash is comprised of certificates of depositdeposits that are pledged for various letters of credit/bank guarantees secured by us, escrow accounts due to acquisitions and divestitures, as well as short-term investments within our deferred compensation plan trust. We deem the carrying value to be a reasonable estimate of fair value due to the nature of these instruments.


Other Investments

Other investments are currently comprised of a minority equity investment in a foreign enterprise which we measure at cost and adjust to fair value on a quarterly basis when there are observable price changes in orderly transactions for the identical, or similar, investments. Changes in fair value are recorded within (loss)/gain on investments and other, net, in our consolidated statement of operations.

Contingent considerationConsideration


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CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2018, 2017 and 2016



The fair value of the contingent consideration was estimated using the Monte-Carlo simulation method, which relies on significant assumptionassumptions and estimates, including discount rates and future market conditions, among others.


Long-term debtLong-Term Debt


The fair value of long-term debt was estimated based on the current rates available to us for similar debt of the same remaining maturities and consideration of our default and credit risk.


Swaps


The fair value of the interest rate swap agreementsSwaps was estimated based on market value quotes received from the counterparties to the agreements.


CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018 and 2017


The fair values of our financial instruments as of December 31, 20182019 are presented in the following table:

Fair Value Measurements Using  Fair Value Measurements Using  
(in thousands)Level 1 Level 2 Level 3 Fair ValueLevel 1 Level 2 Level 3 Fair Value
Financial Assets:              
Cash and cash equivalents$85,271
 $
 $
 $85,271
$105,185
 $
 $
 $105,185
Restricted cash1,366
 11,613
 
 12,979
9,791
 726
 
 10,517
Other investments
 1,898
 
 1,898
Total$86,637
 $11,613
 $
 $98,250
$114,976
 $2,624
 $
 $117,600
              
Financial Liabilities:              
Contingent consideration$
 $
 $5,700
 $5,700
$
 $
 $4,509
 $4,509
Total debt
 1,797,597
 
 1,797,597

 1,690,731
 
 1,690,731
Total$
 $1,797,597
 $5,700
 $1,803,297
$
 $1,690,731
 $4,509
 $1,695,240
              
Derivatives:              
Asset for Swaps$
 $13,344
 $
 $13,344
$
 $572
 $
 $572
Liability for Swaps$
 $15,188
 $
 $15,188
$
 $47,691
 $
 $47,691
    

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CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2018, 2017 and 2016


The fair values of our financial instruments as of December 31, 20172018 are presented in the following table:
 Fair Value Measurements Using  
(in thousands)Level 1 Level 2 Level 3 Fair Value
Financial Assets:       
Cash and cash equivalents$85,271
 $
 $
 $85,271
Restricted cash1,366
 11,613
 
 12,979
Other investments
 
 7,930
 7,930
Total$86,637
 $11,613
 $7,930
 $106,180
        
Financial Liabilities:       
Contingent consideration$
 $
 $5,700
 $5,700
Total debt
 1,797,597
 
 1,797,597
Total$
 $1,797,597
 $5,700
 $1,803,297
        
Derivatives:       
Asset for Swaps$
 $13,344
 $
 $13,344
Liability for Swaps$
 $15,188
 $
 $15,188


CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018 and 2017

 Fair Value Measurements Using  
(in thousands)Level 1 Level 2 Level 3 Fair Value
Financial Assets:       
Cash and cash equivalents$118,804
 $
 $
 $118,804
Restricted cash2,285
 11,065
 
 13,350
Total$121,089
 $11,065
 $
 $132,154
        
Financial Liabilities:       
Contingent consideration$
 $
 $6,500
 $6,500
Total debt
 1,780,547
 
 1,780,547
Total$
 $1,780,547
 $6,500
 $1,787,047
        
Derivatives:       
Asset for Swaps$
 $11,985
 $
 $11,985


The following non-financial instruments were measured at fair value, on a nonrecurringnon-recurring basis, as of and for the year ended December 31, 20182019:
   Fair Value Measurements Using  
(in thousands)
Remaining
Fair Value (1)
 Level 1 Level 2 Level 3 Impairment Losses
Property and equipment, net$
 $
 $
 $
 $7,721

The following non-financial instruments were measured at fair value, on a nonrecurring basis, as of and for the year ended December 31, 2017:
   Fair Value Measurements Using  
(in thousands)
Remaining
Fair Value (1)
 Level 1 Level 2 Level 3 Impairment Losses
Investment in affiliates, net$
 $
 $
 $
 $3,811

The following non-financial instruments were measured at fair value, on a nonrecurring basis, as of and for the year ended December 31, 2016:
  Fair Value Measurements Using    Fair Value Measurements Using  
(in thousands)
Remaining
Fair Value (1)
 Level 1 Level 2 Level 3 Impairment Losses
Remaining
Fair Value (1)
 Level 1 Level 2 Level 3 Impairment Losses
Other intangible assets, net$
 $
 $
 $
 $35,600
Property and equipment, net$
 $
 $
 $
 $2,005

 
 
 
 12,312
Capitalized data and database costs, net
 
 
 
 882
Investment in affiliates, net5,662
 
 
 5,662
 23,431

 
 
 
 1,511
$5,662
 $
 $
 $5,662
 $26,318
$
 $
 $
 $
 $49,423
                  
(1)Remaining fair value represents the post-impairment fair value related to the specifically impaired asset(s)


We also recorded non-cash impairmentThe following non-financial instruments were measured at fair value, on a non-recurring basis, as of and for the year ended December 31, 2018:
   Fair Value Measurements Using  
(in thousands)
Remaining
Fair Value (1)
 Level 1 Level 2 Level 3 Impairment Losses
Property and equipment, net$
 $
 $
 $
 $7,721
 $
 $
 $
 $
 $7,721
          
(1)Remaining fair value represents the post-impairment fair value related to the specifically impaired asset(s)

The following non-financial instruments were measured at fair value, on a non-recurring basis, as of and for the year ended December 31, 2017:
   Fair Value Measurements Using  
(in thousands)
Remaining
Fair Value (1)
 Level 1 Level 2 Level 3 Impairment Losses
Investment in affiliates, net$
 $
 $
 $
 $3,811
 $
 $
 $
 $
 $3,811
          
(1)Remaining fair value represents the post-impairment fair value related to the specifically impaired asset(s)

Impairment charges of $7.7$35.6 million and $2.0 millionwere recorded for the year ended December 31, 2019 attributable to other intangible assets, net. NaN impairment losses were recorded for the years ended December 31, 2018 and 2016, respectively,2017. The current year impairments are primarily due to business transformation activities of our appraisal management company within our UWS segment and include $32.3 million for client lists and $3.3 million for licenses.

Impairment charges of $12.3 million and $7.7 million attributable to property and equipment, net, were recorded for the years ended December 31, 2019 and 2018, respectively, primarily related to internally developedcapitalized software in our UWS segment. NoNaN such impairments were necessary in 2017. Further, we recorded a non-cash impairment chargeAs previously discussed, the current year impairments are primarily due to business transformation activities of $0.9our appraisal management company.

Impairment charges of $1.5 million for the year ended December 31, 2016, in our capitalized data and database costs, net primarily related to a database that became

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CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2018, 2017 and 2016


obsolete. No such impairments were necessary in 2018 and 2017. Impairment losses from property and equipment, net and capitalized data and database costs, net are recorded within depreciation and amortization in the consolidated statements of operations.

We recorded a non-cash impairment charge of and $3.8 million and $23.4 millionattributable to investment in affiliates, net, were recorded for the years ended December 31, 2019 and 2017, and 2016, respectively, in our investment in affiliates, net, due to other-than-temporary losses in value from the absence of an ability to recover the carrying amount of the investments. NoNaN such impairments were necessaryrecorded in 2018. These losses arewere recorded within the impairment loss(loss)/gain on investment in affiliates captioninvestments and other, net in our consolidated statement of operations.


Due to observable price changes in an inactive market, we recorded a fair value adjustment of $6.6 million to lower the carrying amount of a minority equity investment for the year ended December 31, 2019, which amount was recorded within (loss)/gain on investments and other, net, in our consolidated statement of operations. As a result of the observable price change in 2019, we transferred the minority equity investment classification from Level 3 to Level 2 within the fair value hierarchy above.

CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018 and 2017


In connection with the 2017 acquisitionacquisitions of Myriad Development, Inc. ("Myriad") as well as an insignificant business, we entered into contingent consideration agreements for up to $20.5 million in cash bypayable in 2022 upon the achievement of certain revenue targets ending fiscal year 2021. These contingent payments were originally recorded at a fair value of $6.2 million using Monte-Carlo simulation models. See Note 17 - AcquisitionsIn connection with the 2019 acquisition of NTS, we entered into a contingent consideration agreement for further discussion.up to $7.5 million in cash based upon certain revenue targets in fiscal years 2020 and 2021. This contingent consideration has been initially assessed with no fair value using the Monte-Carlo simulation model. The contingent payments are fair-valued quarterly and changes are recorded within gain/(loss)/gain on investments and other, net, in our consolidated statements of operations. As of December 31, 2017, the fair value of the contingent payments increased $0.3 million, resulting in the prior year liability above of $6.5 million. Duringin a corresponding loss for the year ended December 31, 2017. As of December 31, 2018, the fair value of the contingent payments decreased by $0.8 million, resulting in a corresponding gain for the year ended December 31, 2018. As of December 31, 2019, exclusive of payments made of $0.6 million, the fair value of the contingent payments decreased by $0.6 million, resulting in a corresponding gain in our consolidated statements of operations for the year ended December 31, 2018.2019.


In connection with our call option related to the Mercury acquisition, we recorded a loss of $4.6 million within (loss)/gain on investments and other, net in our consolidated statement of operations for the year ended December 31, 2017. See Note 17 - Acquisitions for further discussion.


Note 11 - Operating Revenues


Operating revenues by solution type consists of the following:


 For the Year Ended December 31, 2019
(in thousands)PIRM UWS Corporate and Eliminations Consolidated
Property insights$480,357
 $
 $
 $480,357
Insurance and spatial solutions187,944
 
 
 187,944
Flood data solutions
 81,348
 
 81,348
Valuations solutions
 288,756
 
 288,756
Credit solutions
 275,496
 
 275,496
Property tax solutions
 394,763
 
 394,763
Other43,756
 22,501
 (12,686) 53,571
Total operating revenue$712,057

$1,062,864

$(12,686)
$1,762,235


 For the Year Ended December 31, 2018
(in thousands)PIRM UWS Corporate and Eliminations Consolidated
Property insights$494,937
 $
 $
 $494,937
Insurance and spatial solutions158,828
 
 
 158,828
Flood data solutions
 69,958
 
 69,958
Valuations solutions
 289,132
 
 289,132
Credit solutions
 297,296
 
 297,296
Property tax solutions
 388,416
 
 388,416
Other51,519
 49,044
 (10,752) 89,811
Total operating revenue$705,284
 $1,093,846
 $(10,752) $1,788,378


CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018 and 2017

 For the Year Ended December 31, 2018
(in thousands)PIRM UWS Corporate and Eliminations Consolidated
Property insights$494,937
 $
 $
 $494,937
Insurance & spatial solutions158,828
 
 
 158,828
Flood data services
 69,958
 
 69,958
Valuations solutions
 289,132
 
 289,132
Credit solutions
 297,296
 
 297,296
Property tax solutions
 388,416
 
 388,416
Other51,519
 49,044
 (10,752) 89,811
Total operating revenue$705,284
 $1,093,846
 $(10,752) $1,788,378


Property Insights


Our property insights solutions combine our patented predictive analytics andwith our proprietary and contributed data to enable our clients to improve customer acquisition and retention, detect and prevent fraud, improve mortgage transaction cycle time and cost efficiency, identify real estate trends and neighborhood characteristics, track market performance, and increase market share. Our data is comprised of real estate information, withincorporating crime, site inspection, neighborhood, document images, and other information from proprietary sources. We also provideoffer verification of applicant income, identity and certain employment verification services. We typically license data in one of two forms: bulk data licensing and transactional licensing. Operating revenue for bulk data licensing contracts that provide a stand-ready obligation or include substantive updates to the intellectual property is recognized ratably over the contractual term; otherwise, operating revenue is recognized upon delivery. For transactional licensing, we recognize operating revenue based on usage.


Insurance &and Spatial Solutions


Our insurance &and spatial solutions provide originators and property and casualty insurers the solutions requiredability to more effectively locate, assess and manage property-level assets and risks through location-based data and analytics. The

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CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2018, 2017We also provide cloud-based property claims workflow technology for property and 2016


casualty insurers. The licensed intellectual property data is generally provided to our clients on a subscription or usage basis. For subscription contracts, operating revenue is recognized ratably over the service periodcontractual term once initial delivery has occurred. For contracts to provide a license to data which is delivered via report or data file, operating revenue is recognized when the client obtains control of the products, which is upon delivery.


Property Tax Solutions


Our property tax solutions are built from aggregated property tax information from over 20,000 taxing authorities. We use this information to advise mortgage lenders and servicers of the property tax payment status of loans in their portfolio and to monitor that status over the life of the loans. If a mortgage lender or servicer requires tax payments to be impounded on behalf of its borrowers, we can also facilitate the transfer of these funds to the taxing authorities and provide the lender or servicer with payment confirmation. Property tax processing revenues are primarily comprised of periodic loan fees and life-of-loan fees. For periodic fee arrangements, we generate monthly fees at a contracted rate for as long as we service the loan. For life-of-loan fee arrangements, we charge a one-time fee when the loan is set-up in our tax servicing system. Life-of-loan fees are deferred and recognized ratably over the expected service period of 10 years and adjusted for early loan cancellation. Revenue recognition rates of loan portfolios are regularly analyzed and adjusted monthly to reflect current trends.


ValuationsValuation Solutions


Our valuation solutions represent property valuation-related data driven services and analytics combined with collateral valuation workflow technologies which assist our clients in assessing risk of loss using both traditional and alternative forms of property valuation, driving process efficiencies andas well as ensuring compliance with lender and governmental regulations. We provide collateral information technology and solutions that automate property appraisal ordering, tracking, documentation and review for lender compliance with government regulations. Revenue for the property appraisal service is recognized when the appraisal service is performed and delivered to the client. In addition, to the extent that we provide continuous access to the hosted software platform, we recognize operating revenue over the term of the arrangement.


Credit Solutions


Our credit solutions provide credit and income verification services to the mortgage and automotive industries. We provide comprehensive information, typically in the form of a report, about credit history, income verification, employment verification, and home address history. We normalize the data to provide a broad range of advanced business information solutions designed to reduce risk and improve business performance.performance to mortgage and automotive lenders. Operating revenue is recognized when the report or information is delivered to the client.


CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018 and 2017


Flood Data ServicesSolutions


Our flood data servicessolutions provide flood zone determinations primarily to mortgage lenders in accordance with US Federal legislation passed in 1994, which requires that most lenders obtain a determination of the current flood zone status at the time each loan is originated and obtain applicable updates during the life of the loan if contracted to do so. We also provide flood zone determinations to insurance companies. We generally recognize operating revenue upon delivery of the initial determination. If contracted for life of loan monitoring, we recognize operating revenue over the estimated service period.period, as adjusted for early loan cancellation.


Contract Costs


Incremental costs to obtain or fulfill client contracts are recognized as an asset. As of December 31, 2018,2019, we had $9.7$9.8 million of current deferred costs which are presented in prepaid expenses and other current assets and $20.8as well as $23.1 million of long-term deferred costs which are presented in other assets in our consolidated balance sheet. TheseAs of December 31, 2018, we had $9.7 million of current deferred contract costs and $20.8 million of long-term deferred contract costs. Our deferred contract costs primarily include certain set-up and acquisition costs related to property tax solutions, andwhich amortize ratably over an expected 10 year10-year life and adjusted for early loan cancellations. For the year ended December 31, 2019 and 2018, we recorded $14.1 million of amortization associated with these deferred costs.contract costs of $13.9 million and $14.1 million, respectively.


Contract Liabilities


We record a contract liability when amounts are invoiced which is generally prior to the satisfaction of athe performance obligation. For property tax solutions, we invoice our clients upfront fees for services to be performed over time. For property insights and

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CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2018, 2017 insurance and2016


insurance & spatial solutions we invoice quarterly and annually, commencing upon execution of the contracts or at the beginning of the license term.term, as applicable.


As of January 1, 2018,December 31, 2019, we had $840.4$884.9 million in contract liabilities compared to $833.0 million as of December 31, 2018. The overall decreaseincrease of $7.4$51.9 million in contract liability balances are primarily due to $543.6$629.5 million of new deferred billings in the current year, as well as approximately $9.3$2.4 million added through acquisitions;related to acquisition activity; partially offset by $561.6$580.0 million of operating revenue recognized, of which $328.0$315.0 million related to contracts previously deferred.


Remaining Performance Obligations


The majority of our arrangements are between one1 and three3 years with a significant portion being one1 year or less. For the remaining population of non-cancellable and fixed arrangements greater than one year, as of December 31, 2018,2019, we have $942.3 million$1.0 billion of remaining performance obligations. We expect to recognize approximately 32%33% percent of our remaining revenue backlog in 2019,2020, 23% in 2020, 16%2021, 15% in 20212022 and 29% thereafter. See further discussion on performance obligations in Note 2 - Significant Accounting Policies.


CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018 and 2017


Note 12 - Share-Based Compensation


We currently issue equity awards under the CoreLogic, Inc. 2018 Performance Incentive Plan (the "Plan"), which was approved by our stockholders at our Annual Meeting held in May 2018. The Plan includes the ability to grant share-based instruments such as RSUs, PBRSUs and stock options. Prior to the approval of the Plan, we issued share-based awards under the CoreLogic, Inc. 2011 Performance Incentive Plan, as amended, which was preceded by the CoreLogic, Inc. 2006 Incentive Plan. The Plan provides for 15,139,084 shares of the Company's common stock to be available for award grants.


We have primarily utilized RSUs and PBRSUs as our share-based compensation instruments for employees and directors. The fair value of any share-based compensation instrument grant is based on the market value of our shares on the date of grant and is recognized as compensation expense over its vesting period.


Restricted Stock Units


For the years ended December 31, 2019, 2018 2017 and 2016,2017, we awarded 644,637, 564,073 708,160 and 967,826708,160 RSUs, respectively, with an estimated fair value of $23.7 million, $26.1 million $28.5 million and $33.7$28.5 million, respectively. The RSU awards vest ratably over 3 years. RSU activity for the year ended December 31, 20182019 is as follows:


(in thousands, except weighted average fair value prices)Number of Shares Weighted Average Grant-Date Fair ValueNumber of Shares Weighted Average Grant-Date Fair Value
Unvested RSUs outstanding at December 31, 20171,309
 $37.54
Unvested RSUs outstanding at December 31, 20181,087
 $42.04
RSUs granted564
 $46.20
645
 $36.71
RSUs vested(704) $37.07
(584) $40.51
RSUs forfeited(82) $41.37
(116) $39.77
Unvested RSUs outstanding at December 31, 20181,087
 $42.04
Unvested RSUs outstanding at December 31, 20191,032
 $39.84


As of December 31, 20182019, there was $24.8$21.2 million of total unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a weighted-average period of 1.8 years. The fair value of RSUs is based on the market value of the Company’s shares on the date of grant. For the year ended December 31, 2017, our share-based compensation expense included $4.2 million from a one-time vesting acceleration in accordance with our plan.


Performance-Based Restricted Stock Units


For the years ended December 31, 20182019, 20172018 and 20162017, we awarded 219,026, 408,097 309,675 and 285,475309,675 PBRSUs, respectively, with an estimated fair value of $8.2 million, $19.2 million $12.7 million and $10.1$12.7 million, respectively. These awards are generally subject to service-based, performance-based and market-based vesting conditions. The 2019 grants include 15,562 PBRSUs that did not include a market-based condition but have adjusted EBITDA margin or organic revenue growth rate as the performance metric. For the remaining grants the performance metric is adjusted earnings per share. The service and performance period for the 2019 grants is from January 2019 to December 2021.

The performance and service period for the PBRSUs awarded during 2018 is from January 1, 2018 to December 31, 2020 and the performance metrics are

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CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2018, 2017 and 2016


generally adjusted earnings per share operating revenue or adjusted EBITDA margin.and market-based conditions. The 2018 grants include 232,225 PBRSUs that did not include a market-based condition but have adjusted EBITDA margin or organic revenue growth rate as the performance metric through the service period ending December 2020.2020 or December 2021.


The performance and service period for the PBRSUs awarded during 2017 is from January 1, 2017 to December 31, 2019. These awards are subject to service-based, performance-based and market-based vesting conditions with the performance metric tied to adjusted earnings per share. Subject to the satisfaction of the performance criteria, the 2017 awards will vest on December 31, 2019. The performance period for the PBRSUs awarded during 20162017 was from January 1, 20162017 to December 31, 20182019 and the performance metric was adjusted earnings per share in addition to market-based conditions. Based on the achievement of the performance criteria, the 20162017 awards were earned at 141.1%131.4%.


CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018 and 2017


The fair values of the 2019, 2018, 2017, and 20162017 awards were estimated using Monte-Carlo simulation with the following weighted-average assumptions:
 2018 2017 2016 2019 2018 2017
            
Expected dividend yield % %  % % % %
Risk-free interest rate (1)
 2.38% 1.47% 0.99 % 2.44% 2.38% 1.47%
Expected volatility (2)
 23.63% 27.83% 25.12 % 28.24% 23.63% 27.83%
Average total shareholder return (2)
 6.11% 1.46% (1.23)% 17.15% 6.11% 1.46%
      
(1)The risk-free interest rate for the periods within the contractual term of the PBRSUs is based on the US Treasury yield curve in effect at the time of the grant.
(2)The expected volatility and average total shareholder return are measures of the amount by which a stock price has fluctuated or is expected to fluctuate based primarily on our and our peers' historical data.


PBRSU activity for the year ended December 31, 20182019 is as follows:
(in thousands, except weighted average fair value prices)Number of Shares Weighted Average Grant-Date Fair Value
Unvested PBRSUs outstanding at December 31, 2018774
 $42.11
PBRSUs granted219
 $37.31
PBRSUs vested(250) $34.40
PBRSUs forfeited(107) $45.36
Unvested PBRSUs outstanding at December 31, 2019636
 $42.62

(in thousands, except weighted average fair value prices)Number of Shares Weighted Average Grant-Date Fair Value
Unvested PBRSUs outstanding at December 31, 2017659
 $37.22
PBRSUs granted408
 $47.15
PBRSUs vested(239) $39.91
PBRSUs forfeited(54) $39.55
Unvested PBRSUs outstanding at December 31, 2018774
 $42.11


As of December 31, 20182019, there was $15.1$14.5 million of total unrecognized compensation cost related to unvested PBRSUs that is expected to be recognized over a weighted-average period of 1.81.5 years. The fair value of PBRSUs is based on the market value of our common stock on the date of grant.


Stock Options


We did not issue any options for the years ended December 31, 2019, 2018 2017 and 2016,2017, respectively. Option activity for the year ended December 31, 20182019 is as follows:


(in thousands, except weighted average prices)Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic ValueNumber of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value
Options outstanding at December 31, 20171,186
 $20.67
    
Options outstanding at December 31, 2018570
 $20.17
    
Options exercised(617) $21.14
    (91) $23.29
    
Options vested, exercisable, and outstanding December 31, 2018570
 $20.17
 3.1 $7,548
Options vested, exercisable, and outstanding at December 31, 2019479
 $19.59
 2.4 $11,565


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CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2018, 2017 and 2016



As of December 31, 20182019, there was no0 unrecognized compensation cost related to unvested stock options.


The intrinsic value of options exercised was $1.6 million, $14.3 million $5.9 million and $4.5$5.9 million for the years ended December 31, 2019, 2018 2017 and 20162017, respectively. This intrinsic value represents the difference between the fair market value of the Company’s common stock on the date of exercise and the exercise price of each option.


CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018 and 2017


Employee Stock Purchase Plan


The employee stock purchase plan allows eligible employees to purchase our common stock at 85.0% of the lesser of the closing price on the first day or the last day of each quarter. Our employee stock purchase plan was approved by our stockholders at our 2012 annual meeting of stockholders and the first offering period commenced in October 2012. We recognized an expense for the amount equal to the estimated fair value of the discount during theeach offering period.


The following table sets forth the share-based compensation expense recognized for the years ended December 31, 20182019, 20172018 and 20162017:


(in thousands)2019 2018 2017
RSUs$22,628
 $25,129
 $29,188
PBRSUs11,701
 10,308
 4,987
Stock options
 
 144
Employee stock purchase plan1,963
 1,759
 1,548
Total$36,292
 $37,196
 $35,867

(in thousands)2018 2017 2016
RSUs$25,129
 $29,188
 $25,839
PBRSUs10,308
 4,987
 11,702
Stock options
 144
 1,017
Employee stock purchase plan1,759
 1,548
 1,291
 $37,196
 $35,867
 $39,849


The above share-based compensation expense has $5.2$2.5 million, $5.2 million and $4.9 million and $4.5 million included within cost of services for the years ended December 31, 20182019, 20172018 and 20162017, respectively.


Note 13 - Employee Benefit Plans


We currently offer a variety of employee benefit plans, including the CoreLogic, Inc. 401(k) Savings Plan (the "Savings Plan"), two non-qualified defined benefit plans and a deferred compensation plan. Historically, we have also offered a defined benefit pension plan incorporated with the acquisition of RELS (the "RELS Pension Plan"). RELS voted to terminate the RELS Pension Plan effective October 31, 2016.


The RELS Pension Plan offered participants annuity payments based on a number of factors as well as an alternative lump sum distribution to certain participants. In June 2017, we made a payment of $13.5 million for expected contributions to settle the defined benefit pension plan incorporated with the acquisition of RELS. Actual contributions for the year ended December 31, 2017, totaled $12.7 million. We transferred the remaining assets to a highly rated insurance company. For the year ended December 31, 2017, we recorded a loss of $5.1 million within gain/(loss)/gain on investments and other, net in our consolidated statement of operations and cleared the corresponding RELS Pension Plan liability of $9.2 million and corresponding accumulated other comprehensive loss of $1.8 million within our consolidated balance sheets and consolidated statements of comprehensive income.


The non-qualified plans are comprised of our frozen unfunded supplemental management and executive benefit plans (collectively, “SERPs”) and a frozen pension restoration plan (the “Restoration Plan”).


The non-qualified plans are exempt from most provisions of the Employee Retirement Income Security Act because they are only available to a select group of management and highly compensated employees and are therefore not qualified employee benefit plans. To preserve the tax-deferred savings advantages of a non-qualified plan, federal law requires that it be an unfunded or informally funded future promise to pay.
    
CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018 and 2017


The following table summarizes the balance sheet impact, including benefit obligations, assets and funded status associated with the RELS Pension Plan, SERPs and Restoration Plan as of December 31, 20182019 and 20172018:



69
(in thousands)2019 2018
Change in projected benefit obligation:   
Benefit obligation at beginning of period$28,088
 $31,381
Interest costs1,136
 1,072
Actuarial losses/(gains)4,131
 (2,897)
Benefits paid(1,444) (1,468)
Projected benefit obligation at end of period$31,911
 $28,088
    
Change in plan assets: 
  
Plan assets at fair value at beginning of period$
 $
Company contributions1,444
 1,468
Benefits paid(1,444) (1,468)
Plan assets at fair value at end of the period$
 $
Reconciliation of funded status: 
  
Unfunded status of the plans$(31,911) $(28,088)
    
Amounts recognized in the consolidated balance sheet consist of: 
  
Accrued salaries and benefits$(1,451) $(1,457)
Other liabilities(30,460) (26,631)
 $(31,911) $(28,088)
Amounts recognized in accumulated other comprehensive loss: 
  
Unrecognized net actuarial loss$12,617
 $8,672
Unrecognized prior service credit(1,077) (2,174)
 $11,540
 $6,498

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CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2018, 2017 and 2016


(in thousands)2018 2017
Change in projected benefit obligation:   
Benefit obligation at beginning of period$31,381
 $65,108
Interest costs1,072
 1,879
Actuarial (gains)/losses(2,897) 3,579
Benefits paid(1,468) (39,185)
Projected benefit obligation at end of period$28,088
 $31,381
    
Change in plan assets: 
  
Plan assets at fair value at beginning of period$
 $25,225
Actual return on plan assets
 (197)
Company contributions1,468
 14,157
Benefits paid(1,468) (39,185)
Plan assets at fair value at end of the period$
 $
Reconciliation of funded status: 
  
Unfunded status of the plans$(28,088) $(31,381)
    
Amounts recognized in the consolidated balance sheet consist of: 
  
Accrued salaries and benefits$(1,457) $(1,513)
Other liabilities(26,631) (29,868)
 $(28,088) $(31,381)
Amounts recognized in accumulated other comprehensive loss: 
  
Unrecognized net actuarial loss$8,672
 $12,184
Unrecognized prior service credit(2,174) (3,341)
 $6,498
 $8,843


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CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2018, 2017 and 2016


The net periodic pension cost for the years ended December 31, 20182019, 20172018 and 20162017, for the RELS Pension Plan, SERPs, and Restoration Plan includes the following components:

(in thousands)2019 2018 2017
Expenses:     
Interest costs$1,136
 $1,072
 $1,879
Expected return on plan assets
 
 (156)
Amortization of net loss324
 485
 454
Amortization of prior service credit(1,120) (1,145) (1,145)
 Net periodic benefit cost$340
 $412
 $1,032

(in thousands)2018 2017 2016
Expenses:     
Service costs$
 $
 $90
Interest costs1,072
 1,879
 2,587
Expected return on plan assets
 (156) (160)
Amortization of net loss485
 454
 2,124
Amortization of prior service credit(1,145) (1,145) (1,145)
 Net periodic benefit cost$412
 $1,032
 $3,496


Weighted-average discount rate used to determine costs for the plans were as follows:

2018 2017 20162019 2018 2017
RELS Pension PlanN/A
 3.97% 4.44%N/A
 N/A
 3.97%
SERPs3.50% 4.00% 4.20%4.15% 3.50% 4.00%
Restoration Plan3.57% 4.08% 4.32%4.23% 3.57% 4.08%
     


CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018 and 2017


Weighted-average actuarial assumptions used to determine benefit obligations for the plans were as follows:

 2019 2018
SERPs   
Discount rate3.12% 4.15%
Restoration Plan   
Discount rate3.12% 4.23%

 2018 2017
SERPs   
Discount rate4.15% 3.50%
Restoration Plan   
Discount rate4.23% 3.57%


The discount rate assumptions utilized reflect the yield available on high-quality, fixed-income debt securities that match the expected timing of the benefit obligation payments.


The following table provides the funded status in the defined RELS Pension Plan, Restoration Plan and SERPs as of December 31, 20182019, 20172018 and 2016:

2017:
(in thousands)2019 2018 2017
Projected benefit obligation$31,911
 $28,088
 $31,381
Accumulated benefit obligation$31,911
 $28,088
 $31,381
Plan assets at fair value at end of year$
 $
 $
(in thousands)2018 2017 2016
Projected benefit obligation$28,088
 $31,381
 $65,108
Accumulated benefit obligation$28,088
 $31,381
 $65,108
Plan assets at fair value at end of year$
 $
 $25,225


    

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CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2018, 2017 and 2016


The estimated amounts of net actuarial loss and prior service credits in accumulated other comprehensive loss to be amortized and recognized as a component of net periodic benefit cost in 20192020 are as follows:

(in thousands)2020
Net actuarial loss$486
Prior service credit$(898)

(in thousands)2019
Net actuarial loss$323
Prior service credit$1,120


The following benefit payments for all plans for the next ten years, which reflect expected future turnover, as appropriate, are expected to be paid as follows:

(in thousands)  
2020 $1,473
2021 1,737
2022 1,957
2023 1,938
2024 1,918
2025-2029 9,250
Total $18,273


(in thousands)  
2019 $1,487
2020 1,508
2021 1,725
2022 1,942
2023 1,919
2024-2028 9,220
Total $17,801

The Savings Plan allows for employee-elective contributions up to the maximum deductible amount as determined by the Internal Revenue Code. We make discretionary matching contributions to the Savings Plan based on participant contributions as well as discretionary contributions. The expense within continuing operations for the years ended December 31, 20182019, 20172018 and 20162017 related to the Savings Plan were $10.0 million, $11.5 million $10.9 million and $10.8$10.9 million, respectively. The Savings Plan allows the participants to purchase shares of our common stock as one of the investment options, subject to certain limitations. The Savings Plan held 626,972568,617 and 662,358626,972 shares of our common stock, representing 0.7% and 0.8% of the total shares outstanding at both December 31, 20182019 and 20172018, respectively.


We have a deferred compensation plan that allows participants to defer up to 80% of their salary, commissions and bonus. Participants allocate their deferrals among a variety of investment crediting options (“deemed investments”). Deemed investments mean that the participant has no ownership interest in the funds they select; the funds are only used to measure the gains or losses that will be attributed to their deferral account over time. Participants can elect to have their deferral balance paid out in a future year while they are still employed or after their employment ends. The participants’ deferrals and any earnings on those deferrals are our general unsecured obligation. We informally fund the deferred compensation plan through a
CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018 and 2017


tax-advantaged investment known as variable universal life insurance. Deferred compensation plan assets are held as an assetassets within a special trust.


The value of the assets underlying our deferred compensation plan was $27.0$31.8 million and $29.6$27.0 million as of December 31, 20182019 and 20172018, respectively, and is included in other assets in the accompanying consolidated balance sheets. The unfunded liability for our deferred compensation plan was $31.8$36.9 million and $35.3$31.8 million as of December 31, 20182019 and 20172018, respectively, and is included in other liabilities in the accompanying consolidated balance sheets.


Note 14 - Litigation and Regulatory Contingencies


We have been named in various lawsuits and we mayare from time to time be subject to audit or investigation by governmental agencies. Currently, governmental agencies are auditing or investigating certainarising in the ordinary course of our operations.business.


With respect to matters where we have determined that a loss is both probable and reasonably estimable, we have recorded a liability representing our best estimate of the financial exposure based on known facts. For matters where a settlement has been reached, we have recorded the expected amount of such settlements. With respect to audits, investigations or lawsuits that are ongoing, although their final dispositions are not yet determinable, we do not believe that the ultimate resolution of such matters, either individually or in the aggregate, will have a material adverse effect on our financial condition, results of operations or cash flows. The ability to predict the ultimate outcome of such matters involves judgments, estimates

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CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2018, 2017 and 2016


and inherent uncertainties. The actual outcome of such matters could differ materially from management’s estimates. We record expenses for legal fees as incurred.


Fair Credit Reporting Act Class ActionActions

In July 2017, CoreLogic Rental Property Solutions, LLC ("RPS"(“RPS”) was named as a defendant in a putative class action lawsuit styled Claudinne Feliciano, et. al., v. CoreLogic SafeRent, LLC, a putative class action lawsuit in the US District Court for the Southern District of New York. The case alleges violation of the Fair Credit Reporting Act and the New York Fair Credit Reporting Act. The named plaintiff alleges that RPS prepared a background screening report about her that contained a record of a New York Housing Court action without noting that the action had previously been dismissed. PlaintiffOn this basis, she seeks to representdamages under the Fair Credit Reporting Act and the New York Fair Credit Reporting Act on behalf of herself and a class of similarly situated consumers with respect to reports issued during the period of July 2015 to the present. RPS hasIn July 2019, the District Court issued an order certifying a class of approximately 2,000 consumers. We filed a petition for review of the certification order to the Second Circuit Court of Appeals, which was denied the claims and intends to defend against these claims vigorously.in November 2019.


Separation


Following the Separation, we are responsible for a portion of FAFC's contingent and other corporate liabilities. In the Separation and Distribution Agreement we entered into in connection with the Separation, we agreed with FAFC to share equally in the cost of resolution of a small number of corporate-level lawsuits, including certain consolidated securities litigation matters from which we have since been dropped. There were no liabilities incurred in connection with the consolidated securities matters. Responsibility to manage each case has been assigned to either FAFC or us, with the managing party required to update the other party regularly and consult with theeach other party prior to certain important decisions, such as settlement. The managing party will also have primary responsibility for determining the ultimate total liability, if any, related to the applicable case. We will record our share of any such liability when the responsible party determines a reserve is necessary. As of December 31, 2018, no2019, 0 reserves were considered necessary.


In addition, the Separation and Distribution Agreement provides for cross-indemnities principally designed to place financial responsibility for the obligations and liabilities of our predecessor, The FAC's financial services business, with FAFC and financial responsibility for the obligations and liabilities of FAC's information solutions business with us. Specifically, each party will, and will cause its subsidiaries and affiliates to, indemnify, defend and hold harmless the other party, its respective affiliates and subsidiaries and each of its respective officers, directors, employees and agents for any losses arising out of or otherwise in connection with the liabilities each such party assumed or retained pursuant to the Separation.

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CoreLogic,CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018, 2017 and 20162017




Note 15 - Income Taxes


IncomeIncome/(loss) before income taxes from continuing operations attributable to CoreLogic is as follows for the years ended December 31, 2019, 2018 2017 and 2016:

2017:
 2019 2018 2017
(in thousands)Income/(Loss) from Continuing Operations Equity in Earnings of Affiliates Income from Continuing Operations Equity in Earnings of Affiliates Income from Continuing Operations Equity in Losses of Affiliates
United States$75,553
$740
 $149,357
$1,989
 $155,598
$(1,920)
Foreign(68)
 17,292

 13,294

Total$75,485
$740
 $166,649
$1,989
 $168,892
$(1,920)

 2018 2017 2016
(in thousands)Income from Continuing Operations Equity in Earnings of Affiliates Income from Continuing Operations Equity in Losses of Affiliates Income from Continuing Operations Equity in Earnings of Affiliates
United States$149,357
$1,989
 $155,598
$(1,920) $143,749
$2,630
Foreign17,292

 13,294

 20,225
(1,121)
Total$166,649
$1,989
 $168,892
$(1,920) $163,974
$1,509


Provision for Income Taxes


The provision for taxes consists of the following for the years ended December 31, 2019, 2018 2017 and 2016:

2017:
 2019 2018 2017
(in thousands)Income/(Loss) from Continuing Operations Equity in Earnings of Affiliates Income/(Loss) from Continuing Operations Equity in Earnings of Affiliates Income/(Loss) from Continuing Operations Equity in Losses of Affiliates
Current:        
Federal$8,097
$148
 $11,483
$397
 $51,906
$(638)
State(10,263)37
 (2,318)99
 3,872
(96)
Foreign8,974

 8,504

 4,268

Total Current6,808
185
 17,669
496
 60,046
(734)
Deferred: 
   
   
 
Federal3,998

 24,697

 (42,012)
State(708)
 2,424

 (2,293)
Foreign(908)
 901

 2,431

Total Deferred2,382

 28,022

 (41,874)
Total income tax provision$9,190
$185
 $45,691
$496
 $18,172
$(734)
 2018 2017 2016
(in thousands)Income from Continuing Operations Equity in Earnings of Affiliates Income from Continuing Operations Equity in Losses of Affiliates Income from Continuing Operations Equity in Earnings of Affiliates
Current:        
Federal$11,483
$397
 $51,906
$(638) $28,232
$871
State(2,318)99
 3,872
(96) 9,187
142
Foreign8,504

 4,268

 2,881

Total Current17,669
496
 60,046
(734) 40,300
1,013
Deferred: 
   
   
 
Federal24,697

 (42,012)
 12,186

State2,424

 (2,293)
 (267)
Foreign901

 2,431

 2,305

Total Deferred28,022

 (41,874)
 14,224

Total income tax provision$45,691
$496
 $18,172
$(734) $54,524
$1,013

    
During the yearsyear ended December 31, 2017, and 2016, we identified a prior period errorserror which had overstated our provision for deferred income taxes by $9.4 million for the year ended December 31, 2015 and understated our provision for deferred income taxes by $2.0$4.3 million prior to 2015.2016. We corrected these itemsthis item in the periods of identification2017 by recording a reduction to deferred income tax expense of $4.3 million and $3.1 million in the years ended December 31, 2017 and 2016, respectively, within continuing operations. See further discussion in Note 2 – Significant Accounting Policies.



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CoreLogic,CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018, 2017 and 20162017




A reconciliation of the provision for taxes based on the federal statutory income tax rate on income from continuing operations to our effective income tax rate is as follows for the years ended December 31, 2019, 2018 2017 and 2016:

2017:
 2019 2018 2017
 Income from Continuing Operations Equity in Earnings of Affiliates Income from Continuing Operations Equity in Earnings of Affiliates Income from Continuing Operations Equity in Losses of Affiliates
Federal statutory income tax rate21.0 %21.0% 21.0 %21.0% 35.0 %35.0%
State taxes, net of federal benefit5.9
4.0
 3.7
4.0
 2.7
3.3
Foreign taxes in excess of federal rate10.9

 3.6

 1.6

Nontaxable/nondeductible items0.2

 (2.4)
 (1.9)
Change in uncertain tax positions0.7

 (1.9)
 (1.0)
Research and development credits(7.1)
 (4.0)
 (2.2)
Net impact of FAFC indemnity(15.6)
 0.3

 0.1

Return to provision adjustments(1.7)
 (0.4)
 (0.7)
Federal tax rate reduction(2.5)
 (0.9)
 (22.5)
Transition tax

 7.5

 

Other items, net0.4

 0.9

 (0.3)
Effective income tax rate12.2 %25.0% 27.4 %25.0% 10.8 %38.3%

 2018 2017 2016
 Income from Continuing Operations Equity in Earnings of Affiliates Income from Continuing Operations Equity in Losses of Affiliates Income from Continuing Operations Equity in Earnings of Affiliates
Federal statutory income tax rate21.0 %21.0% 35.0 %35.0% 35.0 %35.0%
State taxes, net of federal benefit3.7
4.0
 2.7
3.3
 4.0
6.1
Foreign taxes in excess of/(less than) federal rate3.6

 1.6

 (0.9)26.0
Nontaxable gain on contingent payment reversal

 

 (1.7)
Nontaxable/nondeductible items(2.4)
 (1.9)
 0.6

Change in uncertain tax positions(1.9)
 (1.0)
 (1.3)
Research and development credits(4.0)
 (2.2)
 (1.6)
Net impact of FAFC indemnity0.3

 0.1

 (8.7)
Federal tax rate reduction(0.9)
 (22.5)
 

Valuation allowance on impaired investments

 

 8.2

Transition tax7.5

 

 

Other items, net0.5

 (1.0)
 (0.3)
Effective income tax rate27.4 %25.0% 10.8 %38.3% 33.3 %67.1%


For the years ended December 31, 2019, 2018 and 2017, we recognized income tax benefits of $5.4 million, $6.8 million, and $3.3 million respectively, related to domestic research and development credits. Additionally, due to the closure of the IRS audit for examination of the years 2005-2009, we recognized a net tax benefit of $14.4 million, including interest and penalties, for the year ended December 31, 2016, which were accrued for and fully indemnified by FAFC.


Tax Cuts and Jobs Act


In December 2017, the US passed the TCJA. Impacts of the TCJA for the year ended December 31, 2017 included remeasuring federal deferred tax assets and liabilities due to the reduction of the US corporate income tax rate from 35.0% to 21.0% and assessing a one-time transition tax on certain foreign earnings that were previously tax deferred. In connection with the TCJA, the Securities and Exchange Commission issued guidance which allowed us a year to finalize the income tax effect of the TCJA. Other aspects of the TCJA did not take effect until 2018.


In December 2017, in connection with the remeasurement of our federal deferred tax balances, we recorded a provisional tax benefit of $38.0 million. We remeasured the deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21.0%. During 2018, we recorded a provisional charge for the one-time transition tax in the amount of $12.5 million.


As of December 31, 2018, we have completed our accounting for the tax effects of the TCJA. No further adjustments were made with respect to the previously recorded provisional amounts. Additionally, we elected to treat the tax impacts of the Global Intangible Low-Taxed Income, or GILTI, as a current period expense when incurred under the period cost method.


As of December 31, 2018,2019, we had $52.2$39.8 million cash in foreign jurisdictions that primarily reflects the undistributed earnings from foreign subsidiaries of approximately $142.0$148.0 million. If these earnings are repatriated in the future, no additional federal income taxes should be due, but withholding taxes may be assessed. Currently, all such earnings are intended to be indefinitely reinvested in foreign operations and no incremental US tax or withholding taxes have been provided for these earnings. Determining the amount of unrecognized deferred tax liability, if any, related to these earnings or for outside basis differences inherent in these entities is not practicable.


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CoreLogic,CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018, 2017 and 20162017





Deferred Tax Assets and Liabilities


Deferred income taxes arise from temporary differences between financial reporting and tax reporting bases of assets and liabilities, and operating loss and tax credit carry-forwards for tax purposes. The components of the deferred income tax assets and liabilities as of December 31, 20182019 and 20172018 for continuing operations are as follows:

(in thousands)2019 2018
Deferred tax assets:   
Net losses and credit carry-forwards$60,872
 $69,176
Contract liabilities120,595
 119,901
Investment in affiliates4,626
 3,391
Employee benefits28,572
 27,935
Accrued expenses and loss reserves13,626
 21,730
Operating lease liabilities25,748
 
Unrealized gains and losses14,371
 2,108
Other13,702
 11,898
Less: valuation allowance(49,863) (51,993)
 $232,249
 $204,146
Deferred tax liabilities: 
  
Depreciable and amortizable assets311,320
 311,781
Operating lease assets15,891
 
Investment in affiliates15,360
 17,308
 $342,571
 $329,089
Net deferred tax liability$(110,322) $(124,943)

(in thousands)2018 2017
Deferred tax assets:   
Net losses and credit carryforwards$69,176
 $68,744
Contract liabilities119,901
 114,586
Investment in affiliates3,391
 4,375
Employee benefits27,935
 31,944
Accrued expenses and loss reserves21,730
 28,043
Other14,006
 12,296
Less: valuation allowance(51,993) (45,166)
 $204,146
 $214,822
Deferred tax liabilities: 
  
Depreciable and amortizable assets311,781
 299,578
Investment in affiliates17,308
 17,449
 $329,089
 $317,027
Net deferred tax liability$(124,943) $(102,205)


As of December 31, 20182019, and 2017,2018, we had federal net operating losses (“NOLS”) of $145.9$130.2 million and $171.6$145.9 million, respectively, which begin to expire in 2021.2022. The state NOLS were $284.9$274.4 million and $281.8$284.9 million as of December 31, 20182019 and 2017,2018, respectively, which begin to expire in 2019.2020. The foreign NOLS were $20.3$25.7 million and $10.7$20.3 million as of December 31, 20182019 and 2017,2018, respectively. As of December 31, 2018,2019, we had available federal and state capital losses of $41.4$32.6 million and $41.6$44.9 million, respectively, expiring at various times beginning in 2019.2020. A portion of our NOLS and capital losses may be utilized prior to the expiration of carryover statutes. The change of ownership provisions of the Tax Reform Act of 1986 may limit utilization of a portion of our domestic NOL and tax credit carry-forwards to future periods.


As of December 31, 20182019, and 2017,2018, we had valuation allowances of approximately $52.0$49.9 million and $45.2$52.0 million, respectively, against certain US and foreign deferred tax assets. The increasedecrease in the valuation allowance was primarily due to adjustments made in purchase accounting to recognize deferred tax assets acquired in the prior year, as well as the recording of a valuation allowance on various domestic and foreign tax attributes offset by the release of domestic valuation allowance due to the utilization of previously reserved tax credits and capital losses.

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CoreLogic,CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018, 2017 and 20162017




Unrecognized Tax Benefits


A reconciliation of the unrecognized tax benefits for the years ended December 31, 20182019, 20172018 and 20162017 are as follows:

(in thousands)2019 2018 2017
Unrecognized tax benefits - opening balance$18,040
 $20,325
 $21,179
Gross increases - tax positions in prior period
 58
 503
Gross decreases - tax positions in prior period(340) (31) 
Gross increases - current-period tax positions1,078
 1,362
 654
FAFC indemnification release(8,362) 
 
Expiration of the statute of limitations for the assessment of taxes(423) (3,674) (2,011)
Unrecognized tax benefits - ending balance$9,993
 $18,040
 $20,325

(in thousands)2018 2017 2016
Unrecognized tax benefits - opening balance$20,325
 $21,179
 $34,301
Gross increases - tax positions in prior period58
 503
 1,835
Gross decreases - tax positions in prior period(31) 
 (106)
Gross increases - current-period tax positions1,362
 654
 528
Settlements with taxing authorities
 
 (17)
FAFC indemnification release
 
 (13,147)
Expiration of the statute of limitations for the assessment of taxes(3,674) (2,011) (2,215)
Unrecognized tax benefits - ending balance$18,040
 $20,325
 $21,179


As of December 31, 20182019, and 2017,2018, our unrecognized tax benefits of $18.0$10.0 million and $20.3$18.0 million, respectively, include $9.8$10.0 million and $12.0$9.8 million, respectively, of unrecognized tax benefits that, if recognized, would have an impact on the effective tax rate.


We recognize a provision for interest and penalties related to uncertain tax positions in income tax expense in the accompanying consolidated statements of operations. For the yearyears ended December 31, 2019, and 2018, we recognized an insignificant amount of net interest and penalties and for the yearsyear ended December 31, 2017, and 2016, we recognized approximately $0.2 million and $0.7 million, respectively.million. As of December 31, 20182019, and 2017,2018, we had $8.4$2.0 million and $9.5$8.4 million, respectively, accrued for the payment of interest and penalties. These balances are gross amounts before any tax benefits and are included in other liabilities in the accompanying consolidated balance sheets.


In November 2016, we closed our 2005-2009 IRS exam which resulted in a reversal of approximately $13.2 million of unrecognized tax benefits and a reversal of approximately $8.7 million of accrued interest and penalties. These reversals reduced the total FAFC indemnification receivable to $14.0 million pursuant to the Tax Sharing Agreement entered in connection with the Separation. TheIn May 2019, the statute of limitations on the remaining reserves subject to indemnification expired, which effectively eliminated the indemnification receivable and also resulted in a discrete tax benefit of $8.3 million and the associated accrued interest and penalties of $6.8 million are related to various taxing jurisdictions for the years 2006-2009. Any future activity in this reserve would not have a material impact to net income.$15.3 million.


We are currently under examination for the tax years 2010 through 2012 as well as 2016 by the US, our primary taxing jurisdiction, and for other years by various other taxing authorities. It is reasonably possible the amount of our unrecognized tax benefits as well as valuation allowance, with respect to certain tax attributes, could be significantly impacted which would have an impact on net income. Currently,In the Company expectsnext 12 months, we expect expirations of statutes of limitations excluding indemnified amounts, on reserves of approximately $3.7$1.0 million withinand the next twelve months.release of reserves and allowances of approximately $17 million to $20 million upon the conclusion of the IRS examination for years 2010 through 2012.


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CoreLogic,CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018, 2017 and 20162017




Note 16 - Earnings/(Loss) Per Share


The following is a reconciliation of net income per share for the years ended December 31, 20182019, 20172018 and 20162017, using the treasury-stock method:
(in thousands, except per share amounts)2019 2018 2017
Numerator for basic and diluted net income/(loss) per share:     
Net income from continuing operations$66,850
 $122,451
 $149,534
(Loss)/income from discontinued operations, net of tax(17,470) (587) 2,315
Gain from sale of discontinued operations, net of tax
 
 313
Net income$49,380
 $121,864
 $152,162
Denominator: 
  
  
Weighted-average shares for basic income per share79,885
 80,854
 83,499
Dilutive effect of stock options and RSUs1,136
 1,421
 1,735
Weighted-average shares for diluted income per share81,021
 82,275
 85,234
Income/(loss) per share 
  
  
Basic: 
  
  
Net income from continuing operations$0.84
 $1.51
 $1.79
(Loss)/income from discontinued operations, net of tax(0.22) (0.01) 0.03
Gain from sale of discontinued operations, net of tax
 
 
Net income$0.62
 $1.50
 $1.82
Diluted: 
  
  
Net income from continuing operations$0.83
 $1.49
 $1.75
(Loss)/income from discontinued operations, net of tax(0.22) (0.01) 0.03
Gain from sale of discontinued operations, net of tax
 
 
Net income$0.61
 $1.48
 $1.78

(in thousands, except per share amounts)2018 2017 2016
Numerator for basic and diluted net income/(loss) per share:     
Net income from continuing operations$122,451
 $149,534
 $109,946
(Loss)/income from discontinued operations, net of tax(587) 2,315
 (1,466)
Gain/(loss) from sale of discontinued operations, net of tax
 313
 (1,930)
Net income$121,864
 $152,162
 $106,550
Denominator: 
  
  
Weighted-average shares for basic income per share80,854
 83,499
 87,502
Dilutive effect of stock options and restricted stock units1,421
 1,735
 1,620
Weighted-average shares for diluted income per share82,275
 85,234
 89,122
Income/(loss) per share 
  
  
Basic: 
  
  
Net income from continuing operations$1.51
 $1.79
 $1.26
(Loss)/income from discontinued operations, net of tax(0.01) 0.03
 (0.02)
Gain/(loss) from sale of discontinued operations, net of tax
 
 (0.02)
Net income$1.50
 $1.82
 $1.22
Diluted: 
  
  
Net income from continuing operations$1.49
 $1.75
 $1.23
(Loss)/income from discontinued operations, net of tax(0.01) 0.03
 (0.02)
Gain/(loss) from sale of discontinued operations, net of tax
 
 (0.02)
Net income$1.48
 $1.78
 $1.19


For the year ended December 31, 2018,2019, an aggregate of less than 0.1 million RSUs and PBRSUs were excluded from the weighted-average diluted common shares outstanding due to their anti-dilutive effect. For the years ended December 31, 20172018 and 2016,2017, an aggregate of less than 0.1 million RSUs, PBRSUs, and stock options were excluded from the weighted-average diluted common shares outstanding for both periods due to their anti-dilutive effect.


Note 17 - Acquisitions


In August 2019, we completed the acquisition of NTS for $15.0 million, subject to certain working capital adjustments, and up to $7.5 million to be paid in cash by 2022 contingent upon the achievement of certain revenue targets in fiscal years 2020 and 2021 (See Note 10 - Fair Value for further details). NTS is a leading provider of commercial property tax payment services and specializes in identifying potential collateral loss related to unpaid property tax, homeowner's association fees, and inaccurate flood zone determinations. The NTS acquisition increases the Company's commercial property tax offerings and is expected to drive future growth in the US. NTS is included as a component of our UWS segment. The purchase price was allocated to the assets acquired and the liabilities assumed using a variety of valuation techniques including discounted cash flow analysis, which included significant unobservable inputs. We have preliminarily recorded client lists of $5.0 million with an estimated useful life of 10 years, proprietary technology of $3.3 million with an estimated useful life of 7 years, trademarks of $1.0 million with an estimated useful life of 7 years, non-compete agreements of $0.3 million with an estimated useful life of 5 years, contract liabilities of $2.5 million, and goodwill of $5.5 million, all of which is deductible for tax purposes.

In December 2018, we acquired the remaining 72.0% of Symbility for C$107.1 million, or approximately $80.0 million, subject to certainexclusive of working capital adjustments. Symbility is a leading global provider of cloud-based property claims workflow solutions for the property and casualty insurance industry, headquartered in Canada. This acquisition further progresses our long-term strategic plan by adding scale to our insurance and spatial businesses and international presence. Symbility is
CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018 and 2017


included as a component of our PIRM segment. The purchase price was allocated to the assets acquired and liabilities assumed using a variety of valuation techniques including discounted cash flow analysis, which included significant unobservable inputs. We have preliminarily recorded $14.9 million in proprietary technology with an estimated useful life of 8 years, client lists of $6.4 million with an estimated useful life of 12 years, trademarks of $1.2 million with an estimated useful life of 4 years, $5.3$0.4 million of deferred tax liabilities, and goodwill of $75.8$70.7 million. In connection with this acquisition, we remeasured our existing 28.0% investment ownership in Symbility which resulted in a $13.3 million step-up gain that we have recorded within gain/(loss)/gain on investments and other, net in our consolidated statement of operations.operations for the year ended December 31, 2018.


In December 2018, we completed the acquisition of HomeVisit for $12.7 million, subject to certainexclusive of working capital adjustments. HomeVisit is a leading provider of marketing focused real estate solutions, including property listing photography, videography, 3D modeling, drone imagery and related services. Given anticipated synergy with our pre-existing real estate solutions platforms, this acquisition is expected to enable the next generation of property marketing solutions for real estate

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CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2018, 2017 and 2016


professionals, MLS, brokers and agents across North America. HomeVisit is included as a component of our PIRM segment. The purchase price was allocated to the assets acquired and liabilities assumed using a variety of valuation techniques including discounted cash flow analysis, which included significant unobservable inputs. We preliminarily recorded $1.4 million for non-compete agreements with an estimated useful life of 5 years, client lists of $0.9 million with an estimated useful life of 11 years, trademarks of $0.2 million with an estimated useful life of 2.53 years, and goodwill of $10.2$10.3 million, all of which is deductible for tax purposes.


In April 2018, we completed the acquisition of a la mode for $120.0 million, exclusive of working capital adjustments. a la mode is a provider of subscription-based software solutions that facilitate the aggregation of data, imagery, and photographs in a government-sponsored enterprise compliant format for the completion of US residential appraisals. This acquisition contributes to our continual development and scaling of our end-to-end valuation solutions workflow suite, which includes data and market insights, analytics as well as data-enabled services and platforms. a la mode is included as a component of our UWS segment. The purchase price was allocated to the assets acquired and liabilities assumed using a variety of valuation techniques including discounted cash flow analysis, which included significant unobservable inputs. We have preliminarily recorded contract liabilities of $7.5 million, proprietary technology of $15.8 million with an estimated useful life of 7 years, client lists of $32.5 million with an estimated useful life of 13 years, tradenames of $9.0 million with an estimated useful life of 8 years, non-compete agreements of $5.7 million with an estimated useful life of 5 years, and goodwill of $63.6 million, of which $61.4 million is deductible for tax purposes.


In February 2018, we completed the acquisition of eTech for cash of approximately £15.0 million, or approximately $21.0 million, exclusive of working capital adjustments. eTech is a leading provider of innovative mobile surveying and workflow management software that enhances productivity and mitigates risk for participants in the U.K. valuation market. This acquisition expands our U.K. presence and strengthens our technology platform offerings. eTech is included as a component of our PIRM segment. The purchase price was allocated to the assets acquired and liabilities assumed using a variety of valuation techniques including discounted cash flow analysis, which included significant unobservable inputs. We have preliminarily recorded a deferred tax liability of $1.6 million, proprietary technology of $7.0 million with an estimated useful life of 5 years, client lists of $1.7 million with an estimated useful life of 9 years, and goodwill of $14.1 million.


In August 2017, we completed the acquisition of Myriad for $22.0 million, exclusive of working capital adjustments, and up to $3.0 million to be paid in cash by 2019, contingent upon the achievement of certain revenue targets in fiscal years 2017 and 2018. We fair valued the contingent payment using the Monte-Carlo simulation model and initially recorded $1.8 million as contingent consideration. See Note 10 - Fair Value of Financial Instruments for further information. This acquisition builds on our software-as-a-service capabilities by offering a workflow tool used by the insurance industry for policy underwriting. Myriad is included as a component of our PIRM segment. The purchase price was allocated to the assets acquired and liabilities assumed using a variety of valuation techniques including discounted cash flow analysis, which included significant unobservable inputs. We recorded a deferred tax liability of $3.1 million, client lists of $1.7 million with an estimated useful life of 12 years, tradenames of $1.6 million with an estimated useful life of 7 years, proprietary technology of $5.8 million with an estimated useful life of 8 years, and goodwill of $17.2 million.


In August 2017, we completed the acquisition of Clareity for $15.0 million, exclusive of working capital adjustments. This acquisition leverages our market leading position in real estate and provides authentication related services to real estate brokers and agents. Clareity is included as a component of our PIRM segment. The purchase price was allocated to the assets acquired and liabilities assumed using a variety of valuation techniques including discounted cash flow analysis, which included significant unobservable inputs. We recorded a deferred tax liability of $2.5 million, client lists of $3.4 million with an
CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018 and 2017


estimated useful life of 10 years, tradenames of $0.9 million with an estimated useful life of 7 years, proprietary technology of $2.0 million with an estimated useful life of 5 years, and goodwill of $11.1 million.


In June 2017, we acquired a 45.0%45% interest in Mercury for $70.0 million, which included a call option to purchase the remaining 55.0%55% interest within the subsequent nine-month period. In August 2017, we purchased the remaining 55.0%55% ownership of Mercury for an additional $83.0 million, exclusive of working capital adjustments. Mercury is a technology company servicing small and medium-sized mortgage lenders and appraisal management companies to manage their collateral valuation operations. This acquisition is included as a component of our UWS segment. The purchase price was allocated to the assets acquired and liabilities assumed using a variety of valuation techniques including discounted cash flow analysis, which included significant unobservable inputs. We recorded a deferred tax liability of $19.8 million, tradenames of $3.6 million with an estimated useful life of 8 years, client lists of $41.3 million with an estimated useful life of 10 years, proprietary technology of $20.1 million with an estimated useful life of 8 years, and goodwill of $104.8 million.


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CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2018, 2017 and 2016


In April 2016, we completed the acquisition of FNC for up to $475.0 million, with $400.0 million in cash paid at closing, subject to certain closing adjustments, and up to $75.0 million to be paid in cash in 2018, contingent upon the achievement of certain revenue targets in fiscal 2017. We fair-valued the contingent payment using the Monte-Carlo simulation model and initially recorded $8.0 million as contingent consideration, which was fully reversed as of December 31, 2016. The fiscal 2017 revenue target was not achieved, therefore no contingent consideration was ultimately paid. FNC is a leading provider of real estate collateral information technology and solutions that automates property appraisal ordering, tracking, documentation and review for lender compliance with government regulations and is included as a component of our UWS segment. The acquisition expands our property valuation capabilities. The purchase price was allocated to the assets acquired and liabilities assumed using a variety of valuation techniques including discounted cash flow analysis, which included significant unobservable inputs. We recorded a deferred tax liability of $85.4 million, property and equipment of $79.8 million with an estimated useful life of 12 years, client lists of $145.3 million with an estimated useful life of 16 years, tradenames of $15.9 million with an estimated useful life of 19 years, non-compete agreements of $18.8 million with an estimated useful life of 5 years, and goodwill of $220.3 million.

In January 2016, we acquired the remaining 40% mandatorily redeemable noncontrolling interest in New Zealand-based PIQ for NZD $27.8 million, or $19.0 million, and settled the mandatorily redeemable noncontrolling interest. PIQ is included as a component of our PIRM segment.
    
For the years ended December 31, 2019, 2018 2017 and 2016,2017, the business combinations in each respective period did not have a material impact on our consolidated statements of operations; and we incurred $0.4 million, $4.2 million $4.5 million and $6.9$4.5 million, respectively, of acquisition-related costs within selling, general and administrative expenses in our consolidated statements of operations.


Note 18 - Segment Information


We have organized into two2 reportable segments: PIRM and UWS.


Property Intelligence & Risk Management Solutions. Our PIRM segment combines property information, mortgage information, and consumer information to deliver unique housing market and property-level insights, predictive analytics and risk management capabilities. We have also developed proprietary technology and software platforms to access, automate, orand track this information and assist our clients with decision-making and compliance tools in the real estate industry, insurance industry, and the single and multifamily industry. We deliver this information directly to our clients in a standard format over the web, through hosted software platforms, or in bulk data form. Our PIRM solutions include property insights and insurance &and spatial solutions in North America, Western Europe, and Asia Pacific. The segment's primary clients are commercial banks, mortgage lenders and brokers, investment banks, fixed-income investors, real estate agents, MLS companies, property and casualty insurance companies, title insurance companies, government agencies, and government-sponsored enterprises.


The operating results of our PIRM segment included intercompany revenues of $7.7$9.4 million, $6.17.7 million, and $6.9$6.1 million for the years ended December 31, 20182019, 20172018 and 20162017, respectively; and intercompany expenses of $3.1$3.3 million, $3.23.1 million and $3.9$3.2 million for the years ended December 31, 20182019, 20172018 and 20162017, respectively.


Underwriting & Workflow Solutions. Our UWS segment combines property, mortgage, and consumer information to provide comprehensive mortgage origination and monitoring solutions, including, underwriting-related solutions, and data-enabled valuations and appraisals. We have also developed proprietary technology and software platforms to access, automate, orand track this information, and assist our clients with vetting and onboarding prospects, meeting compliance regulations and understanding, diagnosing,evaluating, and monitoring property values. Our UWS solutions include property tax solutions, valuation solutions, credit solutions, and flood servicesdata solutions in North America. The segment’s primary clients are large, national mortgage lenders and servicers, but we also serve regional mortgage lenders and brokers, credit unions, commercial banks, fixed-income investors, government agencies, and property and casualty insurance companies.


The operating results of our UWS segment included intercompany revenues of $3.1$3.3 million, $3.23.1 million, and $3.9$3.2 million for the years ended December 31, 20182019, 20172018 and 20162017, respectively; and intercompany expenses of $7.7$9.4 million, $6.17.7 million and $6.9$6.1 million for the years ended December 31, 20182019, 20172018 and 20162017, respectively.


We also separately report on our corporate and eliminations. Corporate consists primarily of corporate personnelcosts and other expenses associated withnot allocated to our corporate functions and facilities,segments, investment gains and losses, interest expense, and our provision for income taxes.


80

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CoreLogic,CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018, 2017 and 20162017





Selected segment financial information is as follows:

(in thousands)         Consolidated (Excluding Discontinued Operations)
For the Year Ended December 31, 2019 PIRM UWS Corporate Eliminations 
Operating revenue $712,057
 $1,062,864
 $
 $(12,686) $1,762,235
Depreciation and amortization $102,586
 $55,738
 $29,392
 $
 $187,716
Operating income/(loss) $71,834
 $220,421
 $(126,719) $
 $165,536
Equity in earnings/(losses) of affiliates, net of tax $930
 $(12) $(363) $
 $555
Net income/(loss) from continuing operations $68,750
 $218,034
 $(219,934) $
 $66,850
Capital expenditures $62,313
 $14,616
 $54,662
 $
 $131,591
           
For the Year Ended December 31, 2018          
Operating revenue $705,284
 $1,093,846
 $
 $(10,752) $1,788,378
Depreciation and amortization $103,261
 $65,463
 $23,272
 $
 $191,996
Operating income/(loss) $86,784
 $239,219
 $(103,385) $
 $222,618
Equity in earnings/(losses) of affiliates, net of tax $2,093
 $(23) $(577) $
 $1,493
Net income/(loss) from continuing operations $102,725
 $238,424
 $(218,698) $
 $122,451
Capital expenditures $52,947
 $13,900
 $30,532
 $
 $97,379
           
For the Year Ended December 31, 2017          
Operating revenue $703,032
 $1,157,432
 $
 $(9,347) $1,851,117
Depreciation and amortization $99,558
 $57,397
 $20,851
 $
 $177,806
Operating income/(loss) $89,129
 $233,366
 $(83,877) $
 $238,618
Equity in (losses)/earnings of affiliates, net of tax $(420) $(1,258) $492
 $
 $(1,186)
Net income/(loss) from continuing operations $86,988
 $222,928
 $(160,382) $
 $149,534
Capital expenditures $56,157
 $7,569
 $11,772
 $
 $75,498

(in thousands)          
For the Year Ended December 31, 2018 PIRM UWS Corporate Eliminations Consolidated (Excluding Discontinued Operations)
Operating revenue $705,284
 $1,093,846
 $
 $(10,752) $1,788,378
Depreciation and amortization $103,343
 $73,102
 $23,272
 $
 $199,717
Operating income $86,784
 $239,219
 $(103,385) $
 $222,618
Equity in earnings/(losses) of affiliates, net of tax $2,093
 $(23) $(577) $
 $1,493
Net income from continuing operations $102,725
 $238,424
 $(218,698) $
 $122,451
Capital expenditures $52,947
 $13,900
 $30,532
 $
 $97,379
           
For the Year Ended December 31, 2017          
Operating revenue $703,032
 $1,157,432
 $
 $(9,347) $1,851,117
Depreciation and amortization $99,558
 $57,397
 $20,851
 $
 $177,806
Operating income $89,129
 $233,366
 $(83,877) $
 $238,618
Equity in (losses)/earnings of affiliates, net of tax $(420) $(1,258) $492
 $
 $(1,186)
Net income from continuing operations $86,988
 $222,928
 $(160,382) $
 $149,534
Capital expenditures $56,157
 $7,569
 $11,772
 $
 $75,498
           
For the Year Ended December 31, 2016          
Operating revenue $706,496
 $1,256,841
 $12
 $(10,792) $1,952,557
Depreciation and amortization $101,196
 $53,823
 $17,559
 $
 $172,578
Operating income $101,700
 $255,583
 $(79,343) $
 $277,940
Equity in (losses)/earnings of affiliates, net of tax $(1,432) $3,020
 $(1,092) $
 $496
Net income from continuing operations $105,349
 $237,767
 $(233,170) $
 $109,946
Capital expenditures $53,217
 $8,951
 $18,550
 $
 $80,718
(in thousands)         Consolidated (Excluding Discontinued Operations)
As of December 31, 2019 PIRM UWS Corporate Eliminations 
Investment in affiliates, net $14,179
 $
 $2,487
 $
 $16,666
Long-lived assets $1,808,869
 $1,994,868
 $5,839,547
 $(5,931,176) $3,712,108
Total assets $1,988,915
 $2,159,403
 $5,938,106
 $(5,934,053) $4,152,371
           
As of December 31, 2018          
Investment in affiliates, net $15,235
 $4,529
 $2,665
 $
 $22,429
Long-lived assets $1,762,714
 $2,073,827
 $5,909,890
 $(5,980,961) $3,765,470
Total assets $1,953,732
 $2,200,292
 $5,995,787
 $(5,981,450) $4,168,361


(in thousands)          
As of December 31, 2018 PIRM UWS Corporate Eliminations Consolidated (Excluding Discontinued Operations)
Investment in affiliates, net $15,235
 $4,529
 $2,665
 $
 $22,429
Long-lived assets $1,762,714
 $2,073,827
 $5,909,890
 $(5,980,961) $3,765,470
Total assets $1,953,732
 $2,200,292
 $5,995,787
 $(5,981,450) $4,168,361
           
As of December 31, 2017          
Investment in affiliates, net $31,691
 $4,552
 $2,746
 $
 $38,989
Long-lived assets $1,721,815
 $1,996,417
 $5,542,323
 $(5,613,410) $3,647,145
Total assets $1,911,222
 $2,151,092
 $5,628,824
 $(5,614,108) $4,077,030


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CoreLogic,CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018, 2017 and 20162017




Operating revenue is attributed to countries based on location of the revenue-generating business. Operating revenue separated between domestic and foreign operations and by segment is as follows:

Year Ended December 31,Year Ended December 31,
2018 2017 20162019 2018 2017
(in thousands)Domestic Foreign Domestic Foreign Domestic ForeignDomestic Foreign Domestic Foreign Domestic Foreign
PIRM$535,764
 $169,520
 $545,311
 $157,721
 $560,085
 $146,411
$527,362
 $184,695
 $535,764
 $169,520
 $545,311
 $157,721
UWS1,093,846
 
 1,157,432
 
 1,256,806
 35
1,062,864
 
 1,093,846
 
 1,157,432
 
Corporate
 
 
 
 
 12

 
 
 
 
 
Eliminations(10,752) 
 (9,347) 
 (10,792) 
(12,686) 
 (10,752) 
 (9,347) 
Consolidated$1,618,858
 $169,520
 $1,693,396
 $157,721
 $1,806,099
 $146,458
$1,577,540
 $184,695
 $1,618,858
 $169,520
 $1,693,396
 $157,721


Long-lived assets separated between domestic and foreign operations and by segment are as follows:

 As of December 31,
 2019 2018
(in thousands)Domestic Foreign Domestic Foreign
PIRM$1,325,951
 $482,918
 $1,356,509
 $406,205
UWS1,994,868
 
 2,073,827
 
Corporate5,080,983
 758,564
 5,052,201
 857,689
Eliminations(5,172,612) (758,564) (5,123,272) (857,689)
Consolidated (excluding assets of discontinued operations)$3,229,190
 $482,918
 $3,359,265
 $406,205


 As of December 31,
 2018 2017
(in thousands)Domestic Foreign Domestic Foreign
PIRM$1,356,509
 $406,205
 $1,392,580
 $329,235
UWS2,073,827
 
 1,996,417
 
Corporate5,052,201
 857,689
 4,796,378
 745,945
Eliminations(5,123,272) (857,689) (4,867,465) (745,945)
Consolidated (excluding assets of discontinued operations)$3,359,265
 $406,205
 $3,317,910
 $329,235


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CoreLogic,CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2019, 2018, 2017 and 20162017




Note 19 - Unaudited Quarterly Financial Data


The following tables sets forth certain unaudited consolidated quarterly financial data for the years ended 20182019 and 20172018:

For the Quarters EndedFor the Quarters Ended
(in thousands, except per share amounts)3/31/2018 6/30/2018 9/30/2018 12/31/20183/31/2019 6/30/2019 9/30/2019 12/31/2019
Operating revenue$444,900
 $488,401
 $451,768
 $403,309
$417,708
 $459,538
 $458,957
 $426,032
Operating income$44,419
 $89,637
 $59,780
 $28,782
$21,204
 $14,590
 $73,700
 $56,042
Equity in earnings/(losses) of affiliates, net of tax$233
 $2,837
 $(161) $(1,416)
Equity in (losses)/earnings of affiliates, net of tax$(422) $314
 $605
 $58
Components of net income:              
Net income from continuing operations$28,362
 $58,532
 $22,535
 $13,022
$1,733
 $(5,524) $40,545
 $30,096
Loss from discontinued operations, net of tax(75) (16) (84) (412)(46) (48) (17,362) (14)
Gain from sale of discontinued operations, net of tax
 
 
 
Net income$28,287
 $58,516
 $22,451
 $12,610
$1,687
 $(5,572) $23,183
 $30,082
Basic income/(loss) per share: 
  
  
  
 
  
  
  
Net income from continuing operations$0.35
 $0.72
 $0.28
 $0.16
$0.02
 $(0.07) $0.51
 $0.38
Loss from discontinued operations, net of tax
 
 
 (0.01)
 
 (0.22) 
Gain from sale of discontinued operations, net of tax
 
 
 
Net income$0.35
 $0.72
 $0.28
 $0.15
$0.02
 $(0.07) $0.29
 $0.38
Diluted income/(loss) per share: 
  
  
  
 
  
  
  
Net income from continuing operations$0.34
 $0.71
 $0.27
 $0.16
$0.02
 $(0.07) $0.50
 $0.37
Loss from discontinued operations, net of tax
 
 
 (0.01)
 
 (0.21) 
Gain from sale of discontinued operations, net of tax
 
 
 
Net income$0.34
 $0.71
 $0.27
 $0.15
$0.02
 $(0.07) $0.29
 $0.37
Weighted-average common shares outstanding: 
  
  
  
 
  
  
  
Basic81,254
 81,284
 80,680
 80,198
80,179
 80,473
 79,761
 79,125
Diluted82,820
 82,440
 82,017
 81,330
81,277
 80,473
 80,914
 80,356



83
 For the Quarters Ended
(in thousands, except per share amounts)3/31/2018 6/30/2018 9/30/2018 12/31/2018
Operating revenue$444,900
 $488,401
 $451,768
 $403,309
Operating income$44,419
 $89,637
 $59,780
 $28,782
Equity in earnings/(losses) of affiliates, net of tax$233
 $2,837
 $(161) $(1,416)
Components of net income:       
Net income from continuing operations$28,362
 $58,532
 $22,535
 $13,022
Loss from discontinued operations, net of tax(75) (16) (84) (412)
Net income$28,287
 $58,516
 $22,451
 $12,610
Basic income/(loss) per share: 
  
  
  
Net income from continuing operations$0.35
 $0.72
 $0.28
 $0.16
Loss from discontinued operations, net of tax
 
 
 (0.01)
Net income$0.35
 $0.72
 $0.28
 $0.15
Diluted income/(loss) per share: 
  
  
  
Net income from continuing operations$0.34
 $0.71
 $0.27
 $0.16
Loss from discontinued operations, net of tax
 
 
 (0.01)
Net income$0.34
 $0.71
 $0.27
 $0.15
Weighted-average common shares outstanding: 
  
  
  
Basic81,254
 81,284
 80,680
 80,198
Diluted82,820
 82,440
 82,017
 81,330

Table of Contents
CoreLogic, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2018, 2017 and 2016


 For the Quarters Ended
(in thousands, except per share amounts)3/31/2017 6/30/2017 9/30/2017 12/31/2017
Operating revenue$439,851
 $473,978
 $483,131
 $454,157
Operating income$32,563
 $78,393
 $62,296
 $65,366
Equity in (losses)/earnings of affiliates, net of tax$(723) $(280) $(229) $46
Components of net income:       
Net income from continuing operations$12,708
 $41,182
 $30,828
 $64,816
Income/(loss) from discontinued operations, net of tax2,417
 78
 (74) (106)
Gain from sale of discontinued operations, net of tax313
 
 
 
Net income$15,438
 $41,260
 $30,754
 $64,710
Basic income/(loss) per share: 
  
  
  
Net income from continuing operations$0.15
 $0.49
 $0.37
 $0.79
Income/(loss) from discontinued operations, net of tax0.03
 
 
 
Gain from sale of discontinued operations, net of tax
 
 
 
Net Income$0.18
 $0.49
 $0.37
 $0.79
Diluted income/(loss) per share: 
  
  
  
Net income from continuing operations$0.15
 $0.48
 $0.36
 $0.78
Income/(loss) from discontinued operations, net of tax0.03
 
 
 
Gain from sale of discontinued operations, net of tax
 
 
 
Net Income$0.18
 $0.48
 $0.36
 $0.78
Weighted-average common shares outstanding: 
  
  
  
Basic84,432
 84,548
 83,362
 81,656
Diluted86,341
 86,097
 85,090
 83,539

During the year ended December 31, 2017, we identified prior period errors which had overstated our provision for deferred income taxes by $4.3 million in periods prior to 2017. We corrected these items in the periods of identification by recording net reductions to deferred income tax expense of $3.0 million and $1.3 million in the quarters ended September 30, 2017 and June 30, 2017, respectively, within continuing operations. See further discussion in Note 2 – Significant Accounting Policies.



CORELOGIC AND SUBSIDIARY COMPANIES
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
December 31, 20182019, 20172018 and 20162017


(in thousands)Balance at Beginning of Period Charged to Costs & Expenses Charged to Other Accounts Deductions Balance at End of PeriodBalance at Beginning of Period Charged to Costs & Expenses Charged to Other Accounts Deductions Balance at End of Period
For the Year Ended December 31, 2019         
Allowance for accounts receivable$5,742
 $12,755
 $
 $(11,336)(1)$7,161
Claim losses$25,054
 $13,227
 $217
(4)$(11,261)(2)$27,237
Tax valuation allowance$51,993
 $2,305
 $(4,435) $
 $49,863
For the Year Ended December 31, 2018          
  
  
  
  
Allowance for accounts receivable$8,229
 $8,187
 $
 $(10,674)(1)$5,742
$8,229
 $8,187
 $
 $(10,674)(1)$5,742
Claim losses$26,879
 $13,051
 $
 $(14,876)(2)$25,054
$26,879
 $13,051
 $
 $(14,876)(2)$25,054
Tax valuation allowance$45,166
 $4,372
 $2,455
 $
 $51,993
$45,166
 $4,372
 $2,455
 $
 $51,993
For the Year Ended December 31, 2017 
  
  
  
  
 
  
  
  
  
Allowance for accounts receivable$8,857
 $9,633
 $
 $(10,261)(1)$8,229
$8,857
 $9,633
 $
 $(10,261)(1)$8,229
Claim losses$26,939
 $15,272
 $
 $(15,332)(2)$26,879
$26,939
 $15,272
 $
 $(15,332)(2)$26,879
Tax valuation allowance$44,879
 $(1,072)(3)$1,359
 $
 $45,166
$44,879
 $(1,072)(3)$1,359
 $
 $45,166
For the Year Ended December 31, 2016 
  
  
  
  
Allowance for accounts receivable$6,212
 $8,508
 $
 $(5,863)(1)$8,857
Claim losses$25,344
 $15,816
 $
 $(14,221)(2)$26,939
Tax valuation allowance$19,171
 $25,946
 $(238) $
 $44,879
         
(1)Amount represents accounts written off, net of recoveries.
(2)Amount represents claim payments, net of recoveries.
(3)
Amount includes an out-of-period adjustment identified in each respective year. See further discussion in Note 2 – Significant Accounting Policies.
(4)Amount represents additions due to acquisition.



Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


None.


Item 9A. Controls and Procedures


(a) Evaluation of Disclosure Controls and Procedures


The Company’s principal executive officer and principal financial officer have concluded that, as of the end of the fiscal year covered by this Annual Report on Form 10-K, our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, were effective, based on the evaluation of these controls and procedures required by Rule 13a-15(b) thereunder.


(b) Management’s Annual Report on Internal Control Over Financial Reporting


Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The internal control over financial reporting has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:


(i)Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;


(ii)Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company; and


(iii)Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


Management assessed the effectiveness of internal control over financial reporting as of December 31, 20182019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013). Based on that assessment, management determined that the Company's internal control over financial reporting was effective as of December 31, 20182019.


Management excluded eTech, a la mode, Symbility, and HomeVisitNTS from the assessment of internal control over financial reporting as of December 31, 20182019 because they wereit was acquired in a purchase business combinationscombination during 2018. These companies are2019. The company is a wholly-owned subsidiariessubsidiary of the Company whose total assets and total revenues represent 4.2%0.6% and 1.5%0.2%, respectively, of the Company’s related consolidated financial statement amounts as of and for the year ended December 31, 2018.2019.


PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited the financial statements provided in Item 8, above, has issued a report on the effectiveness of our internal controls over financial reporting as of December 31, 2018.2019, which report is included in Item 8 - Financial Statements and Supplementary Data of this Annual Report on Form 10-K.


(c) Changes in Internal Controls


There were no changes in our internal control over financial reporting during the quarter ended December 31, 20182019 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.



Item 9B. Other Information


None.


PART III


Item 10. Directors, Executive Officers and Corporate Governance


Except as provided below, the information required by this item will be included in an amendment to this Annual Report on Form 10-K or incorporated by reference from our Proxy Statement for our Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 20182019.


Code of EthicsConduct


Our Board of Directors has adopted a code of ethicsconduct that applies to the Company's principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. A copy of this code of ethicsconduct is posted on the Investors section of our website under Corporate Governance at www.corelogic.com. The Board also has adopted a broaderThis code of ethics and conduct applyingalso applies to all employees, officers and directors, which also has been posted under "Investors-Corporate Governance" on the website at the address stated above.directors. If the Company waives or amends any provisions of these codes of ethicsconduct that apply to the Company's directors and executive officers, including our principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions, it will disclose such waivers or amendments on our website, at the address and location specified above, to the extent required by applicable rules of the Securities and Exchange Commission or the New York Stock Exchange.


Item 11. Executive Compensation


The information required by this item will be included in an amendment to this Annual Report on Form 10-K or incorporated by reference from our Proxy Statement for our Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 20182019.


Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


The information required by this item will be included in an amendment to this Annual Report on Form 10-K or incorporated by reference from our Proxy Statement for our Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 20182019.


Item 13. Certain Relationships and Related Transactions, and Director Independence


The information required by this item will be included in an amendment to this Annual Report on Form 10-K or incorporated by reference from our Proxy Statement for our Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2018.2019.


Item 14. Principal Accountant Fees and Services


The information required by this item will be included in an amendment to this Annual Report on Form 10-K or incorporated by reference from our Proxy Statement for our 2018Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 20182019.



PART IV


Item 15.Exhibits, and Financial Statement Schedules


(a)1. The following consolidated financial statements of CoreLogic, Inc. are included in Item 8.


Report of Independent Registered Public Accounting Firm


Consolidated Balance Sheets as of December 31, 20182019 and 20172018


Consolidated Statements of Operations for the Years Ended December 31, 20182019, 20172018 and 20162017


Consolidated Statement of Comprehensive Income/(Loss)Income for the Years Ended December 31, 20182019, 20172018 and 20162017


Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 20182019, 20172018 and 20162017


Consolidated Statements of Cash Flows for the Years Ended December 31, 20182019, 20172018 and 20162017


Notes to the Consolidated Financial Statements for the Years Ended December 31, 20182019, 20172018 and 20162017


2. Financial Statement Schedule.


3. Exhibits


EXHIBIT INDEX


Exhibit No.Description
  
2.1
2.2

3.1
  
3.2
  
4.1
4.2
  
4.24.3
  
4.34.4
  

4.44.5
  
4.54.6
  

10.1
  
10.2
  
10.3
  
10.4
  
10.5
  
10.6
  
10.7
10.8
10.9
  
10.1010.8
  
10.1110.9
10.10
  
10.1210.11
  
10.1310.12
  

10.1410.13
  
10.1510.14
  
10.1610.15
  

10.17
10.16
  
10.1810.17
  
10.1910.18
  
10.2010.19
  
10.2110.20
  
10.2210.21
  
10.2310.22
  
10.2410.23
  
10.2510.24
  
10.2610.25
  
10.2710.26

  
10.2810.27
  
10.2910.28
  
10.3010.29

  
10.3110.30
  
10.3210.31
  
10.3310.32
  
10.3410.33
  
10.3510.34
10.35
  
10.36
10.37
  
10.3810.37
  
10.3910.38
  

10.39
10.40
  
10.41
  

10.42
  
10.43
  
10.44
  
10.45
10.46
10.47
10.48
10.49
  
10.5010.46
  
10.5110.47
  

10.5210.48
  
10.5310.49
10.50
10.51
10.52
10.53
  
21.1
  
23.1
24.1

  
31.1
  
31.2
  
32.1
  
32.2
  
101The following financial information from CoreLogic, Inc.'s Annual Report on From 10-K for the year ended December 31, 2018,2019, formatted in Extensible Business Reporting Language (XBRL) and furnished electronically herewith: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive (Loss)/Income, (iv) Consolidated Statements of Changes in Stockholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.
104
Cover Page Interactive Data File (formatted in Inline XBRL and included in the interactive data files submitted as Exhibit 101)



ŸIncluded in this filingFiled herewith.
ŸŸFurnished herewith.
  
*Indicates a management contract or compensatory plan or arrangement in which any director or named executive officer participates.
  
±Confidential treatment has been requested with respect to portions of this exhibit pursuant to Rule 24b-2As permitted by Regulation S-K, Item 6.01(b)(10)(iv) of the Securities Exchange Act of 1934, and theseas amended, certain confidential portions of this exhibit have been redacted from this exhibit. A complete copy of this exhibit, including the redacted terms, has been separatelypublicly filed with the Securitiesdocument because each such portion is both (i) not material and Exchange Commission.(ii) would be competitively harmful if publicly disclosed. 
  
^Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.
This agreement contains representations and warranties by us or our subsidiaries. These representations and warranties have been made solely for the benefit of the other parties to the agreement and (i) has been qualified by disclosures made to such other parties, (ii) were made only as of the date of such agreement or such other date(s) as may be specified in such agreement and are subject to more recent developments, which may not be fully reflected in our public disclosures, (iii) may reflect the allocation of risk among the parties to such agreement and (iv) may apply materiality standards different from what may be viewed as material to investors. Accordingly, these representations and warranties may not describe the actual state of affairs at the date hereof and should not be relied upon.

Item 16. Form 10-K Summary


None.

94

Table of Contents

SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


  CoreLogic, Inc.
  (Registrant)
   
  By: /s/   Frank D. Martell
  Frank D. Martell
  President and Chief Executive Officer
  (Principal Executive Officer)
Date:February 27, 20192020 


POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Frank D. Martell, James L. Balas and Arnold A. Pinkston,Francis Aaron Henry, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



Signature TitleDate
    
/s/ Frank D. Martell President and Chief Executive OfficerFebruary 27, 20192020
Frank D. Martell (Principal Executive Officer) 
    
/s/ James L. Balas Chief Financial OfficerFebruary 27, 20192020
James L. Balas (Principal Financial Officer) 
    
/s/ John K. Stumpf ControllerFebruary 27, 20192020
John K. Stumpf (Principal Accounting Officer) 
    
/s/ Paul F. Folino Chairman of the Board, DirectorFebruary 27, 20192020
Paul F. Folino   
    
/s/ J. David Chatham DirectorFebruary 27, 20192020
J. David Chatham   
    
/s/ Douglas C. Curling DirectorFebruary 27, 20192020
Douglas C. Curling   
    
/s/ John C. Dorman DirectorFebruary 27, 20192020
John C. Dorman   
    
/s/ Claudia Fan Munce DirectorFebruary 27, 20192020
Claudia Fan Munce   
    
/s/ Thomas C. O’Brien DirectorFebruary 27, 20192020
Thomas C. O’Brien   
    
/s/ Vikrant Raina DirectorFebruary 27, 20192020
Vikrant Raina
/s/ J. Michael ShepherdDirectorFebruary 27, 2020
J. Michael Shepherd   
    
/s/ Jaynie Miller Studenmund DirectorFebruary 27, 20192020
Jaynie Miller Studenmund   
    
/s/ David F. Walker DirectorFebruary 27, 20192020
David F. Walker   
    
/s/ Mary Lee Widener DirectorFebruary 27, 20192020
Mary Lee Widener   




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