Note 108 – Litigation and Regulatory Contingencies

We have been named in various lawsuits and we may from time to time be subject to audit or investigation by governmental agencies. Currently, governmental agencies are auditing or investigating certain of our operations.

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. ~~While~~For matters where a settlement has been reached, we have recorded the ~~ultimate disposition~~expected amount of ~~each~~ such ~~audit, investigation~~settlements. With respect to audits, investigations or ~~lawsuit is~~lawsuits that are ongoing, although their final dispositions are not yet determinable, we do not believe that the ultimate resolution of ~~these~~such matters, either individually or in the aggregate, will have a material adverse effect on our financial condition, results of operations or cash flows. ~~In addition, we do not believe there is a reasonable possibility that a material loss exceeding amounts already accrued may be incurred.~~ The ability to predict the ultimate outcome of such matters involves judgments, estimates 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 ~~Action~~Actions

In February 2012, CoreLogic National Background Data, LLC (n/k/a CoreLogic Background Data, ~~LLC) (“CBD”~~LLC ("CBD")) was named as a defendant in a putative class action styled Tyrone Henderson, et. al., v. CoreLogic National Background Data,, in the United States District Court for the Eastern District of Virginia. Plaintiffs allege violation of the Fair Credit Reporting Act, and ~~have~~ pled a putative class claim relating to CBD’s return of criminal record data in response to search queries initiated by its consumer reporting agency customers, which then prepare and transmit employment background screening reports to their employer customers. ~~Plaintiffs contend that CBD failed~~The parties agreed to ~~send notice letters to consumers each time search results were returned to CBD’s consumer reporting agency customers. In February 2016,~~settle the ~~court denied CBD’s motion for partial summary judgment. Plaintiffs initially sought to represent~~case on a ~~nationwide class of consumers who were~~class-wide basis and the subject of searches conducted by CBD’s customers. The court denied without prejudice Plaintiffs’ motion to certify a nationwide class on three separate occasions in April 2015, April 2016 and September 2016. However, in September 2016, the court allowed Plaintiffs to seek certification of three subclasses andsettlement was approved in March 2017, Plaintiffs filed a motion for class certification as to one of these subclasses, seeking to certify a class of consumers for whom sex offender records were returned that did not reflect a date of birth associated with the record. That motion is fully briefed and remains pending.2018.

In June 2015, a companion case, Witt v. CoreLogic National Background Data, et. al. was filed in the United States District Court for the Eastern District of Virginia by the same attorneys as in Henderson, alleging the same claim against CBD. Witt also names as a defendant CoreLogic SafeRent, LLC (n/k/a CoreLogic Rental Property Solutions, ~~LLC)~~LLC (“RPS”)) on the theory that RPS ~~provides~~provided criminal record “reports” to CBD at the same time that CBD ~~delivers~~delivered reports to CBD’s consumer reporting agency customers. ~~Witt is pending~~The parties agreed to settle the case on a class-wide basis and the settlement was approved in March 2018.

In July 2017, RPS was named as a defendant in a putative class action lawsuit styled Claudinne Feliciano, et. al., v. CoreLogic SafeRent, LLC, in the ~~same court and before~~United States District Court for the ~~same judge as Henderson,~~Southern District of New York. 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. On this basis, she seeks damages under the Fair Credit Reporting Act and the ~~two cases have been deemed related by the Court. In April 2017, Plaintiffs filed a motion for class certification, seeking to certify~~New York Fair Credit Reporting Act on behalf of herself and a class of similarly situated consumers ~~for whom Virginia criminal record data was returned that did not reflect a year~~with respect to reports issued during the period of ~~birth associated with~~July 2015 to the ~~record. That motion is fully briefed~~present. RPS has denied the claims and ~~remains pending.~~

~~CBD has defended and will continue~~intends to defend ~~against these claims vigorously; however, CBD may not be successful. At this time, CBD cannot predict~~ the ~~ultimate outcome of this claim or the potential range of damages, if any.~~case vigorously.

Separation

Following the Separation, we are responsible for a portion of ~~FAFC's~~First American Financial Corporation's ("FAFC") contingent and other corporate liabilities. In the Separation and Distribution Agreement we entered into in connection with the Separation (the "Separation and Distribution Agreement"), 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 the 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. AtAs of June 30, ~~2017,~~2018, no 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 First American Corporation's ("FAC") 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~~Separation.

Note 9 – Income Taxes

The effective income tax rate for income taxes as a percentage of income from continuing operations before equity in earnings/(losses) of affiliates and ~~Distribution Agreement;~~income taxes was 23.7% and ~~any breach by such party~~31.0% for the three months ended June 30, 2018 and 2017, respectively, and 16.5% and 31.2% for the six months ended June 30, 2018 and 2017, respectively.

For the three and six months ended June 30, 2018, when compared to 2017, the decrease in the effective income tax rate was primarily due to changes in the statutory tax rate from the enactment of the ~~Separation~~TCJA.

In December 2017, the U.S. passed the TCJA which included a reduction of the U.S. corporate income tax rate from 35.0% to 21.0%, an assessment of a one-time transition tax on certain foreign earnings that were previously tax deferred, a new provision that taxes certain income from foreign operations, a new limitation on deductible interest expense and ~~Distribution Agreement.~~limitations on the deductibility of certain executive compensation.

At December 31, 2017, we recorded a provisional tax benefit related to the re-measurement of our deferred tax assets and liabilities due to the reduction in the corporate income tax rate. As of June 30, 2018, we have not completed our accounting for the tax effects of the TCJA. When our analysis is finalized, any resulting adjustments may materially impact our provision for income taxes and effective tax rate in the period in which the adjustments are made. We currently anticipate finalizing and recording any such adjustments and related elections by the end of 2018.

We are currently under examination for the years 2010 through 2012, by the U.S., our primary taxing jurisdiction, and various other state taxing authorities. It is reasonably possible the amount of the unrecognized benefits with respect to certain unrecognized tax positions that are not subject to the FAFC indemnification could significantly increase or decrease within the next twelve months and would have an impact on net income. Currently, the Company expects expiration of statutes of limitations, excluding indemnified amounts, on reserves of $4.0 million within the next twelve months.

Note 10 – Earnings Per Share

The following is a reconciliation of net income per share:



	For the Three Months Ended					For the Six Months Ended
	June 30,					June 30,
	2018			2017		2018			2017
(in thousands, except per share amounts)
Numerator for basic and diluted net income per share:
Net income from continuing operations	$	58,532		$	41,182	$	86,894		$	53,891
(Loss)/income from discontinued operations, net of tax	(16		)	78		(91		)	2,495
Gain from sale of discontinued operations, net of tax	—			—		—			312
Net income	$	58,516		$	41,260	$	86,803		$	56,698
Denominator:
Weighted-average shares for basic income per share	81,284			84,548		81,269			84,490
Dilutive effect of stock options and restricted stock units	1,156			1,549		1,416			1,734
Weighted-average shares for diluted income per share	82,440			86,097		82,685			86,224
Income per share
Basic:
Net income from continuing operations	$	0.72		$	0.49	$	1.07		$	0.64
(Loss)/income from discontinued operations, net of tax	—			—		—			0.03
Gain from sale of discontinued operations, net of tax	—			—		—			—
Net income	$	0.72		$	0.49	$	1.07		$	0.67
Diluted:
Net income from continuing operations	$	0.71		$	0.48	$	1.05		$	0.63
(Loss)/income from discontinued operations, net of tax	—			—		—			0.03
Gain from sale of discontinued operations, net of tax	—			—		—			—
Net income	$	0.71		$	0.48	$	1.05		$	0.66

The dilutive effect of share-based compensation awards has been calculated using the treasury-stock method. For the three months ended June 30, 2018 and 2017, an aggregate of less than 0.1 million RSUs and PBRSUs, and an aggregate of less than 0.1 million RSUs, respectively, were excluded from the weighted-average diluted common shares outstanding due to their anti-dilutive effect. For the six months ended June 30, 2018 and 2017, an aggregate of less than 0.1 million RSUs and PBRSUs and an aggregate of less than 0.1 million of RSUs, respectively, were excluded from the weighted-average diluted common shares outstanding due to their anti-dilutive effect.

Note 11 – ~~Acquisitions~~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.

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 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 cash

Restricted cash is comprised of certificates of deposit that are pledged for various letters of credit/bank guarantees secured by us, escrow accounts due to acquisitions and divestitures and 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.

Contingent consideration

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

Long-term debt

The fair value of 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 values of the interest rate swap agreements were estimated based on market-value quotes received from the counterparties to the agreements.

The fair values of our financial instruments as of June 30, 2018 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	$	85,031	$	—	$	—	$	85,031
Restricted cash	2,268		$	8,558	—		10,826
Total	$	87,299	$	8,558	$	—	$	95,857

Financial Liabilities:
Contingent consideration	$	—	$	—	$	5,380	$	5,380
Total debt	—		1,831,004		—		1,831,004
Total	$	—	$	1,831,004	$	5,380	$	1,836,384

Derivatives:
Asset for Swaps	$	—	$	22,961	$	—	$	22,961

The fair values of our financial instruments as of December 31, 2017 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	$	118,804	$	—	$	—	$	118,804
Restricted cash	—		11,065		—		11,065
Total	$	118,804	$	11,065	$	—	$	129,869

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

There were no transfers between level 1, level 2 or level 3 securities during the three and six months ended June 30, 2018.

In ~~April 2016,~~connection with our 2017 acquisitions, we ~~completed the acquisition of FNC for up to $475.0~~entered into contingent consideration agreements, which we originally fair valued as $6.2 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~~Monte-Carlo simulation ~~model and initially recorded $8.0 million as contingent consideration, which was fully reversed as of December 31, 2016.~~model. See Note 12 - Acquisitions for further discussion. The contingent ~~payment is~~payments are fair-valued quarterly and changes are recorded within gain/(loss) on investments and other, net in our condensed consolidated statement of operations. ~~See~~ For the six months ended June 30, 2018 we decreased the fair value of our contingent considerations by $1.1 million and recorded the gain in our condensed consolidated statement of operations.

Note ~~8 - Fair Value~~12 – Acquisitions

In April 2018, we completed the acquisition of ~~Financial Instruments~~a la mode for ~~further discussion. FNC~~$120.0 million, subject to working capital adjustments. a la mode is a ~~leading~~ provider of ~~real estate collateral information technology and~~subscription based software solutions that ~~automates property appraisal ordering, tracking, documentation~~facilitate the aggregation of data, imagery and ~~review~~photographs in a GSE compliant format for ~~lender compliance with government regulations~~the completion of U.S. 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 PIUWS reporting 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 have preliminarily recorded contract liabilities of $7.5 million, proprietary technology of $15.8 million with an estimated useful life of 7 years, customer lists of $32.5 million with an estimated average 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 $63.7 million, of which $61.4 million is deductible for tax purposes. The business combination did not have a material impact on our condensed consolidated statements of operations.

In February 2018, we completed the acquisition of eTech for cash of approximately £15.0 million, or approximately $21.0 million. 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 reporting 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 ~~$85.4~~$1.6 million, ~~property~~proprietary technology of $7.0 million with an estimated useful life of 5 years, customer lists of $1.7 million with an estimated average useful life of 9 years, and ~~equipment~~goodwill of ~~$79.8~~$14.1 million. The business combination did not have a material impact on our condensed consolidated statements of operations.

In August 2017, we completed the acquisition of Myriad for $22.0 million, subject to 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 preliminarily recorded $1.8

million as contingent consideration. The contingent payment is fair valued quarterly, and changes are recorded within gain/(loss) on investments and other, net in the condensed consolidated statement of operations. See Note 11 - Fair Value of Financial Instruments for further discussion. 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 reporting 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 $3.1 million, customer lists of $1.7 million with an estimated average life of 12 years, ~~customer lists~~tradenames of ~~$145.3~~$1.6 million with an estimated average life of 167 years, ~~trade names~~proprietary technology of ~~$15.9~~$5.8 million with an estimated ~~average~~useful life of ~~19 years, non-compete agreements of $18.8 million with an estimated average life of 5~~8 years and goodwill of ~~$220.2~~$17.3 million. ~~For the three and six months ended June 30, 2017, goodwill was reduced by $5.4 million as a result of a change in the purchase price allocation for certain tax adjustments. This~~The business combination did not have a material impact on our condensed consolidated statements of operations.

In ~~January 2016,~~August 2017, we completed the acquisition of ~~the remaining 40% mandatorily redeemable noncontrolling interest~~Clareity for $15.0 million, subject to working capital adjustments. This acquisition leverages our market leading position in ~~New Zealand-based Property IQ Ltd ("PIQ") for NZD $27.8 million, or $19.0 million,~~real estate and ~~settled the mandatorily redeemable noncontrolling interest. PIQ~~provides authentication-related services to real estate brokers and agents. Clareity is included as a component of our PIPIRM reporting 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 $2.6 million, customer lists of $3.4 million with an estimated average life of 10 years, tradenames of $0.9 million with an estimated average life of 7 years, proprietary technology of $2.0 million with an estimated useful life of 5 years and goodwill of $10.9 million. The business combination did not have a material impact on our condensed consolidated statements of operations.

In June 2017, we acquired a 45.0% interest in Mercury for $70.0 million, which included a call option to purchase the remaining 55.0% interest within the next nine-month period. In August 2017, we purchased the remaining 55.0% ownership of Mercury for an additional $83.0 million. 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 preliminarily recorded a deferred tax liability of $19.8 million, tradenames of $3.6 million with an estimated life of 8 years, customer lists of $41.3 million with an estimated life of 10 years, proprietary technology of $20.1 million with an estimated life of 9 years, and goodwill of $104.7 million. During the six months ended June 30, 2018, goodwill was reduced by approximately $0.6 million as a result of certain working capital adjustments. This business combination did not have a material impact on our condensed consolidated statements of operations.

We incurred ~~$7.3~~$0.9 million and ~~$5.1~~$7.3 million of acquisition-related costs within selling, general and administrative expenses on our condensed consolidated statements of operations for the three months ended June 30, ~~2017~~2018 and ~~2016,~~2017, respectively, and ~~$7.5~~$1.7 million and ~~$6.1~~$7.5 million for the six months ended June 30, 2018 and 2017, ~~and 2016,~~ respectively.

~~Note 12 – 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 September 2012, we completed the wind down of our consumer services business and our appraisal management company business, which were included in our PI and Risk Management and Work Flow ("RMW") segments, respectively. In September 2011, we closed our marketing services business, which was included in our PI segment. In December 2010, we completed the sale of our Employer and Litigation Services businesses ("ELI").

In connection with previous divestitures, we retain the prospect of contingent liabilities for indemnification obligations or breaches of representations or warranties. With respect to one such divestiture, in September 2016, a jury returned an unfavorable verdict against a discontinued operating unit that, if upheld on appeal, could result in the reasonable possibility of indemnification exposure up to $25.0 million, including interest. We do not consider this outcome to be probable and intend to vigorously assert our contractual and other rights, including to pursue an appeal to eliminate or substantially reduce any potential post-divestiture contingency. Any actual liability that comes to fruition would be reflected in our results from discontinued operations.

Each of these businesses is reflected in our accompanying condensed consolidated financial statements as discontinued operations. For the six months ended June 30, 2017, we recorded a gain of $4.5 million related to a pre-tax legal settlement in AMPS within our discontinued operations. Summarized below are certain assets and liabilities classified as discontinued operations as of June 30, 2017 and December 31, 2016:

(in thousands)
As of June 30, 2017 PI RMW ELI AMPS Total
Deferred income tax asset and other current assets $ 325
$ (231 ) $ 144
$ 568
$ 806

Accounts payable, accrued expenses and other current liabilities $ 80
$ 166
$ 76
$ 1,660
$ 1,982

As of December 31, 2016
Deferred income tax asset and other current assets $ 325
$ (231 ) $ —
$ 568
$ 662

Accounts payable, accrued expenses and other current liabilities $ 202
$ 167
$ 624
$ 2,130
$ 3,123

~~Summarized below are the components of our gain/(loss) from discontinued operations for the three and six months ended~~ ~~June 30, 2017~~ ~~and~~ ~~2016~~:

(in thousands)

For the Three Months Ended June 30, 2017 PI RMW ELI AMPS Total
Operating revenue $ —
$ —
$ —
$ —
$ —
Gain/(loss) from discontinued operations before income taxes 138
—
(131 ) 120
127
Income tax expense/(benefit) 53
—
(50 ) 46
49
Gain/(loss) from discontinued operations, net of tax $ 85
$ —
$ (81 ) $ 74
$ 78

For the Three Months Ended June 30, 2016
Operating revenue $ —
$ —
$ —
$ —
$ —
Loss from discontinued operations before income taxes —
(3 ) —
(3 ) (6 )
Income tax benefit —
(1 ) —
(1 ) (2 )
Loss from discontinued operations, net of tax $ —
$ (2 ) $ —
$ (2 ) $ (4 )

(in thousands)
For the Six Months Ended June 30, 2017 PI RMW ELI AMPS Total
Operating revenue $ —
$ —
$ —
$ —
$ —
Gain/(loss) from discontinued operations before income taxes 138
—
(253 ) 4,155
4,040
Income tax expense/(benefit) 53
—
(97 ) 1,589
1,545
Gain/(loss) from discontinued operations, net of tax $ 85
$ —
$ (156 ) $ 2,566
$ 2,495

For the Six Months Ended June 30, 2016
Operating revenue $ —
$ —
$ —
$ —
$ —
Loss from discontinued operations before income taxes —
(4 ) —
(95 ) (99 )
Income tax benefit —
(1 ) —
(36 ) (37 )
Loss from discontinued operations, net of tax $ —
$ (3 ) $ —
$ (59 ) $ (62 )

Note 13 – Segment Information

We have organized our reportable segments into two segments: PIPIRM and ~~RMW.~~UWS.

Property Intelligence & Risk Management Solutions. Our PIPIRM segment ~~owns or licenses real~~combines property information, mortgage information and consumer information ~~which includes loan information, property sales~~to deliver unique housing market and ~~characteristic information, property~~property-level insights, predictive analytics and risk ~~and replacement cost, natural hazard data, geospatial data, parcel maps and mortgage-backed securities information.~~management capabilities. We have also developed proprietary technology and software platforms to access, automate or track ~~our data~~this information and assist our clients with decision-making and compliance ~~regulations.~~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 ~~customizable~~hosted software platforms or in bulk data form. Our ~~products~~solutions include property insights and ~~services include data licensing and analytics, data-enabled advisory services, platform solutions and valuation~~insurance & 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, ~~Multiple Listing Service~~MLS companies, property and casualty insurance companies, title insurance companies, government agencies and government-sponsored enterprises.

The operating results of our PIPIRM segment included intercompany revenues of ~~$1.2~~$1.7 million and ~~$1.5~~$1.6 million for the three months ended June 30, ~~2017~~2018 and ~~2016,~~2017, respectively, and ~~$2.1~~$3.2 million and ~~$2.7~~$3.0 million for the six months ended June 30, ~~2017~~2018 and ~~2016,~~2017, respectively. The segment also included intercompany expenses of ~~$0.7~~$0.8 million and ~~$1.2~~$0.7 million for the three months ended June 30, ~~2017~~2018 and ~~2016,~~2017, respectively, and ~~$1.4~~$1.6 million and ~~$2.9~~$1.5 million for the six months ended June 30, ~~2017~~2018 and ~~2016,~~2017, respectively.

~~Risk Management and Work Flow.~~Underwriting & Workflow Solutions. Our ~~RMW~~UWS segment ~~owns or licenses real~~combines property information, mortgage information and consumer information ~~which includes loan information, property sales~~to provide comprehensive mortgage origination and ~~characteristic information, natural hazard data, parcel maps, employment verification, criminal records~~monitoring solutions, including, underwriting-related solutions and ~~eviction records.~~data-enabled valuations and appraisals. We have also developed proprietary technology and software

platforms to access, automate or track ~~our data~~this information and assist our clients with vetting and onboarding prospects, meeting compliance ~~regulations.~~regulations and understanding, diagnosing and monitoring property values. Our ~~products and services~~solutions include ~~credit and screening solutions,~~ property tax ~~processing,~~solutions, valuation solutions, credit solutions and flood ~~data~~ services ~~and technology 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 ~~RMW~~UWS segment included intercompany revenues of ~~$0.7~~$0.8 million and ~~$1.2~~$0.7 million for the three months ended June 30, ~~2017~~2018 and ~~2016,~~2017, respectively, and ~~$1.4~~$1.6 million and ~~$2.9~~$1.5 million for the six months ended June 30, ~~2017~~2018 and ~~2016,~~2017, respectively. The segment also included intercompany expenses of ~~$1.2~~$1.7 million and ~~$1.5~~$1.6 million for the three months ended June 30, ~~2017~~2018 and ~~2016,~~2017, respectively, and ~~$2.1~~$3.2 million and ~~$2.7~~$3.0 million for the six months ended June 30, ~~2017~~2018 and ~~2016,~~2017, respectively.

We also separately report on our corporate and eliminations. Corporate consists primarily of corporate personnel and other expenses associated with our corporate functions and facilities, investment gains and losses, equity in ~~earnings~~earnings/(losses) of affiliates, net of tax, and interest expense.

~~It is impracticable to disclose revenues from external clients for each product and service offered.~~

Selected financial information by reportable segment is as follows:

(in thousands)
For the Three Months Ended June 30, 2017 Operating Revenues Depreciation and Amortization Operating Income/(Loss) Equity in Earnings/(Losses) of Affiliates, Net of Tax Net Income/(Loss) From Continuing Operations Capital Expenditures
PI $ 251,124
$ 31,642
$ 34,532
$ (340 ) $ 27,786
$ 12,524
RMW 224,773
6,095
64,163
—
64,154
4,701
Corporate —
5,134
(20,302 ) 60
(50,758 ) 3,102
Eliminations (1,919 ) —
—
—
—
—
Consolidated (excluding discontinued operations) $ 473,978
$ 42,871
$ 78,393
$ (280 ) $ 41,182
$ 20,327

For the Three Months Ended June 30, 2016

PI $ 276,681
$ 32,373
$ 34,027
$ 504
$ 33,111
$ 14,064
RMW 226,240
6,614
66,332
—
66,322
2,793
Corporate 7
4,304
(23,961 ) (426 ) (59,009 ) 10,097
Eliminations (2,724 ) —
—
—
—
—
Consolidated (excluding discontinued operations) $ 500,204
$ 43,291
$ 76,398
$ 78
$ 40,424
$ 26,954

For the Six Months Ended June 30, 2017

PI $ 478,543
$ 64,297
$ 45,248
$ (1,426 ) $ 36,642
$ 23,695
RMW 438,878
12,103
106,272
—
106,253
7,742
Corporate (2 ) 9,943
(40,562 ) 422
(89,004 ) 6,002
Eliminations (3,590 ) —
—
—
—
—
Consolidated (excluding discontinued operations) $ 913,829
$ 86,343
$ 110,958
$ (1,004 ) $ 53,891
$ 37,439

For the Six Months Ended June 30, 2016

PI $ 518,121
$ 60,300
$ 52,107
$ 552
$ 49,796
$ 25,959
RMW 441,258
14,332
119,263
—
119,243
5,128
Corporate 3
8,303
(36,749 ) (563 ) (101,075 ) 14,698
Eliminations (5,635 ) —
—
—
—
—
Consolidated (excluding discontinued operations) $ 953,747
$ 82,935
$ 134,621
$ (11 ) $ 67,964
$ 45,785

(in thousands) As of As of
Assets June 30, 2017 December 31, 2016
PI $ 2,495,243
$ 2,429,167
RMW 1,314,728
1,328,008
Corporate 5,592,302
5,575,846
Eliminations (5,425,975 ) (5,426,149 )
Consolidated (excluding assets of discontinued operations) $ 3,976,298
$ 3,906,872



(in thousands)
For the Three Months Ended June 30, 2018	Operating Revenues			Depreciation and Amortization		Operating Income/(Loss)			Equity in Earnings/(Losses) of Affiliates, Net of Tax			Net Income/(Loss) From Continuing Operations			Capital Expenditures
PIRM	$	182,655		$	25,512	$	28,974		$	3,740		$	32,295		$	13,917
UWS	308,226			16,483		85,897			(10		)	85,868			2,386
Corporate	—			5,401		(25,234		)	(893		)	(59,631		)	4,180
Eliminations	(2,480		)	—		—			—			—			—
Consolidated (excluding discontinued operations)	$	488,401		$	47,396	$	89,637		$	2,837		$	58,532		$	20,483

For the Three Months Ended June 30, 2017
PIRM	$	176,311		$	24,132	$	32,099		$	(166	)	$	31,470		$	14,812
UWS	300,031			13,605		66,596			(174		)	60,470			2,413
Corporate	—			5,134		(20,302		)	60			(50,758		)	3,102
Eliminations	(2,364		)	—		—			—			—			—
Consolidated (excluding discontinued operations)	$	473,978		$	42,871	$	78,393		$	(280	)	$	41,182		$	20,327

For the Six Months Ended June 30, 2018
PIRM	$	356,422		$	51,247	$	49,752		$	4,011		$	52,966		$	27,123
UWS	581,645			31,447		133,950			8			133,622			4,699
Corporate	—			10,842		(49,646		)	(949		)	(99,694		)	8,145
Eliminations	(4,766		)	—		—			—			—			—
Consolidated (excluding discontinued operations)	$	933,301		$	93,536	$	134,056		$	3,070		$	86,894		$	39,967

For the Six Months Ended June 30, 2017
PIRM	$	342,067		$	48,992	$	47,671		$	(459	)	$	46,231		$	27,600
UWS	576,222			27,408		103,849			(967		)	96,664			3,837
Corporate	—			9,943		(40,562		)	422			(89,004		)	6,002
Eliminations	(4,460		)	—		—			—			—			—
Consolidated (excluding discontinued operations)	$	913,829		$	86,343	$	110,958		$	(1,004	)	$	53,891		$	37,439



(in thousands)	As of			As of
Assets	June 30, 2018			December 31, 2017
PIRM	$	1,900,141		$	1,911,222
UWS	2,260,370			2,151,092
Corporate	5,751,261			5,628,824
Eliminations	(5,755,445		)	(5,614,108		)
Consolidated (excluding discontinued operations)	$	4,156,327		$	4,077,030

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q 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 Quarterly 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, share repurchases, the level of aggregate U.S. 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. These risks and uncertainties include, but are not limited to:

compromises in the security or stability of our data and systems, including from cyber-based attacks, the unauthorized transmission of confidential information or systems interruptions;

limitations on access to or increase in prices for data from external sources, including government and public record sources;

changes in applicable government legislation, regulations and the level of regulatory scrutiny affecting our clients or us, including with respect to consumer financial services and the use of public records and consumer data;

~~the inherent uncertainty and unpredictability of~~ our ~~litigation;~~

~~compromises in the security or stability of our data and systems, including from cyber-based attacks, the unauthorized transmission of confidential information or systems interruptions;~~ability to protect proprietary technology rights;

difficult or uncertain conditions in the mortgage and consumer lending industries and the economy generally;

our ability to ~~protect proprietary technology rights;~~

~~our ability to~~ realize the anticipated benefits of certain acquisitions and the timing thereof;

intense competition in the market against third parties and the in-house capabilities of our clients;

risks related to the outsourcing of services and international operations;

~~our cost-containment and growth strategies and our ability to effectively and efficiently implement them;~~

the level of our indebtedness, our ability to service our indebtedness and the restrictions in our various debt agreements;

~~intense competition in the market against third parties and the in-house capabilities of our clients;~~

our ability to attract and retain qualified management;

impairments in our goodwill or other intangible assets; and

our cost-reduction program and growth strategies, and our ability to effectively and efficiently implement them; and

the remaining tax sharing arrangements and other obligations associated with the spin-off of First American Financial ~~Corporation ("FAFC").~~Corporation.

We urge you to carefully consider these 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 of Part II below, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission. 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 Quarterly Report on Form 10-Q.

Business Overview

We are a leading global property information, analytics and data-enabled 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, differentiated by superior data, analytics and data-enabled solutions. Our mission is to empower our clients to make smarter decisions through data-driven insights.

~~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~~user 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 ~~of public, contributory and proprietary data~~ 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 ~~904~~900 million historical property transactions, over 100 million mortgage applications and property-specific data covering approximately 99% of U.S. residential properties, as well as commercial locations, totaling nearly 150 million records. We are also the industry's first parcel-based geocoder and have developed a proprietary parcel database covering more than ~~140~~145 million parcels across the U.S. We believe the quality of the data we offer is distinguished by our broad range of data sources and our expertise 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.

Reportable Segments

We have organized our reportable segments into the following two segments: Property Intelligence & Risk Management Solutions ("~~PI"~~PIRM") and ~~Risk Management and Work Flow~~Underwriting & Workflow Solutions ("~~RMW"~~UWS").

Our PIPIRM segment ~~owns or licenses real~~combines property information, mortgage information, and consumer information ~~which includes loan information, property sales~~to deliver unique housing market and ~~characteristic information, property~~property-level insights, predictive analytics and risk ~~and replacement cost, natural hazard data, geospatial data, parcel maps and mortgage-backed securities information.~~management capabilities. We have also developed proprietary technology and software platforms to access, automate or track this information and assist our clients with decision-making and compliance ~~regulations.~~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 ~~customizable~~hosted software platforms or in bulk data form. Our solutions include ~~data licensing~~property insights and ~~analytics, data-enabled advisory services, platform solutions and valuation~~insurance & spatial solutions in North America, Western Europe and Asia Pacific.

Our ~~RMW~~UWS segment ~~owns or licenses real~~combines property information, mortgage information and consumer information ~~which includes loan information, property sales~~to provide comprehensive mortgage origination and ~~characteristic information, natural hazard data, parcel maps, employment verification, criminal records~~monitoring solutions, including underwriting-related solutions and ~~eviction records.~~data-enabled valuations and appraisals. We have also developed proprietary technology and software platforms to access, automate or track this information and assist our clients with vetting and on-boarding prospects, meeting compliance ~~regulations.~~regulations and understanding, diagnosing and monitoring property values. Our solutions include ~~credit and screening,~~ property tax ~~processing,~~solutions, valuation solutions, credit solutions and flood ~~data~~ services ~~and technology solutions~~ in North America.

RESULTS OF OPERATIONS

Overview of Business Environment and Company Developments

Business Environment

The volume of U.S. 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, employment levels and the overall state of the U.S. economy. We believe mortgage ~~originations loan applications~~unit volumes decreased by ~~approximately 15%~~more than 10% in the second quarter of ~~2017~~2018 relative to the same period in ~~2016,~~2017, primarily due to significantly lower mortgage refinance volumes resulting from ~~higher~~rising interest rates. WeOverall, we expect full-year ~~2017~~2018 mortgage unit volumes to be approximately ~~20%~~10% to 15% lower relative to ~~2016~~2017 levels mostly due to rising interest rates and lower expected ~~levels of~~ refinance ~~activity due to the expectation of rising interest rates.~~

activity.

We generate the majority of our revenues from clients with operations in the U.S. residential real estate, mortgage origination and mortgage servicing markets. Approximately ~~41%~~32% and ~~43%~~41% of our operating revenues for the three months ended June 30, 2018 and 2017, respectively, and 33% and 41% of our operating revenues for the six months ended June 30,

2018 and 2017, ~~and 2016,~~ respectively, were generated from our top ten clients, who consist of the largest U.S. mortgage originators and servicers. ~~Two~~None of our clients accounted for greater than 10% of our operating revenues for the three months ended June 30, 2018 and two of our clients accounted for approximately 14% and 10% of our operating revenues for the three months ended June 30, ~~2017 and 15% and 11%~~2017. None of our clients accounted for greater than 10% of our operating revenues for the ~~three~~six months ended June 30, ~~2016. Two~~2018, and two of our clients accounted for approximately 13% and 10% of our operating revenues for the six months ended June 30, ~~2017 and 14% and 12% of our operating revenues for the six months ended June 30, 2016.~~2017. Both of our PIPIRM and ~~RMW~~UWS segments reported revenue from these ~~two~~ customers.

~~Acquisition~~Acquisitions

In ~~June 2017,~~April 2018, we ~~purchased~~completed the acquisition of a ~~45.0% interest in Mercury Network,~~la mode technologies, LLC ("~~Mercury"~~a la mode") for ~~$70.0~~cash of approximately $120.0 million. We funded the transaction with cash on hand and available capacity on our ~~Revolving Credit Facility.~~revolving credit facility. The acquisition is included in the UWS reporting segment. See Note ~~1 – Basis of Condensed Consolidated Financial Statements~~ 12 - Acquisitionsfor further discussion.

In February 2018, we completed the acquisition of eTech Solutions Limited ("eTech") for cash of approximately £15.0 million, or approximately $21.0 million. The ~~purchase of the remaining 55% ownership of Mercury~~acquisition is ~~expected to close~~included in the third quarter of 2017, subject to customary closing conditions, and will be funded with available capacity on our Revolving Credit Facility. Mercury is a technology company servicing small and medium-sized mortgage lenders and appraisal management companies to manage their collateral valuation operations.PIRM reporting segment. See Note 12 - Acquisitions for further discussion.

Productivity and Cost Management

In line with our on-going commitment to operational excellence and margin expansion, we are ~~continuing to target~~targeting a cost reduction of ~~approximately $30~~at least $15 million in ~~2017.~~2018. Savings are expected to be 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 Quarterly Report on Form 10-Q relate solely to the discussion of our continuing operations.

Consolidated Results of Operations

Three Months Ended June 30, ~~2017~~2018 Compared to Three Months Ended June 30, ~~2016~~2017

Operating Revenues

Our consolidated operating revenues were ~~$474.0~~$488.4 million for the three months ended June 30, ~~2017~~2018, ~~a decrease~~an increase of ~~$26.2~~$14.4 million, or ~~5.2%~~3.0%, when compared to ~~2016~~2017, and consisted of the following:


(in thousands, except percentages)	2017			2016			$ Change			% Change		2018			2017			$ Change			% Change
PI	$	251,124		$	276,681		$	(25,557	)	(9.2	)%
RMW	224,773			226,240			(1,467		)	(0.6	)
PIRM												$	182,655		$	176,311		$	6,344		3.6	%
UWS												308,226			300,031			8,195			2.7
Corporate and eliminations	(1,919		)	(2,717		)	798			(29.4	)	(2,480		)	(2,364		)	(116		)	4.9
Operating revenues	$	473,978		$	500,204		$	(26,226	)	(5.2	)%	$	488,401		$	473,978		$	14,423		3.0	%

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents atas of June 30, ~~2017~~2018 totaled ~~$89.4~~$85.0 million, ~~an increase~~a decrease of ~~$17.4~~$33.8 million from December 31, ~~2016. Our~~2017. As of June 30, 2018, our cash balances held ~~outside of the U.S.~~in foreign jurisdictions totaled $53.3 million and are primarily related to our international ~~operations and, as of June 30, 2017, totaled $34.3 million.~~operations. Most of the amounts held outside of the U.S. could be repatriated to the U.S. ~~but, under current law, would be subject~~without the assessment of additional income tax other than the one-time transition tax pursuant to ~~U.S. federal income taxes, less applicable foreign~~the TCJA. We are finalizing the calculation of the transition tax ~~credits.~~and will report this aspect of the TCJA during 2018. We plan to maintain significant cash balances outside of the U.S. for the foreseeable future.

Restricted cash of ~~$17.4~~$10.8 million as of June 30, ~~2017~~2018 and ~~$17.9~~$11.1 million as of December 31, ~~2016 represents cash~~2017 is comprised of mutual funds, certificate of deposits that are pledged for various letters of ~~credit provided in the ordinary course of business to certain vendors in connection with obtaining insurance and real property leases~~credit/bank guarantees secured by us and escrow accounts due to acquisitions and divestitures.

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 approximately ~~$140.1~~$148.4 million and ~~$173.2~~$140.1 million for the six months ended June 30, ~~2017~~2018 and ~~2016,~~2017, respectively. The ~~decrease~~increase in cash provided by operating activities was primarily due tohigher cash generated from higher profitability, as adjusted for non-cash activities, partially offset by unfavorable changes in working capital ~~items and lower cash generated from lower profitability as adjusted for non-cash activities.~~items.

Investing Activities. Total cash used in investing activities was approximately ~~$106.6~~$179.8 million and $~~461.3~~107.1 million during the six months ended June 30, ~~2017~~2018 and ~~2016~~2017, respectively. The ~~decrease~~increase in investing activities was primarily related to net cash paid for the acquisitions ~~in the prior year including $394.8 million for FNC~~of eTech and ~~an acquisition that was not significant for $1.9 million. Also in the prior year, we acquired the remaining 40.0% interest in Property IQ Ltd ("PIQ") for $18.0~~a la mode of $141.1 million. Further, for the six months ended June 30, ~~2017~~2018 and ~~2016,~~2017, we had investments in property and equipment of $21.4 million and $20.2 million, ~~and $27.9 million,~~ respectively, ~~and~~as well as investments in capitalized data and other intangible assets of $18.6 million and $17.2 million, ~~and $17.9~~respectively. The increases were partially offset by higher proceeds from investments of $1.0 million ~~respectively. Lastly, we acquired~~in the current year along with our acquisition of a ~~45.0%~~45% interest in Mercury Network, LLC for $70.0 million in June ~~2017, which included a call option to purchase the remaining interest.~~2017.

Financing Activities. Total cash used in financing activities was approximately $6.2 million for the six months ended June 30, 2018, which was primarily comprised of repayment of long-term debt of $68.9 million and share repurchases of $63.3 million, partially offset by share-based compensation-related transactions of $5.9 million and proceeds of long-term debt of $120.1 million. Total cash used in financing activities was approximately $15.1 million for the six months ended June 30, 2017, which was primarily comprised of share repurchases of $41.0 million, repayment of long-term debt of $35.2 million ~~stock-based~~and share-based compensation-related transactions of $8.9 million, partially offset by proceeds from long-term debt of $70.0 million. ~~Total cash provided by financing activities was approximately~~ ~~$261.7 million~~ ~~for the~~ ~~six~~ ~~months ended~~ ~~June 30, 2016~~, which was primarily comprised of proceeds from debt issuance of $390.0 million and net proceeds from stock-based compensation-related transactions of $2.5 million, partially offset by repayment of long-term debt of $101.7 million and share repurchases of $29.1 million.

Financing and Financing Capacity

Total debt outstanding, gross, was ~~$1.7~~$1.8 billion ~~and $1.6 billion~~for both periods as of June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively. Our significant debt instruments and borrowing capacity are described below.

Credit Agreement

In August 2017, we amended and restated our credit agreement (“Credit Agreement”) with Bank of America, N.A. as the administrative agent, and other financial institutions. The Credit Agreement provides for a ~~$1.3~~$1.8 billion five-year term loan A facility ~~(the "Term Facility"~~(“Term Facility”), and a ~~$550.0~~$700.0 million five-year revolving credit facility ~~(the "Revolving~~("Revolving Facility"). The Term Facility matures and the Revolving Facility expires in ~~April 2020. For a detailed description of our~~August 2022. The Credit Agreement ~~see~~ ~~Note 5 - Long-Term Debt~~ ~~of our condensed consolidated financial statements.~~also provides for the ability to increase the Term Facility and/or Revolving Facility by up to $100.0 million in the aggregate; however, the lenders are not obligated to do so. As of June 30, ~~2017,~~2018, we had borrowing capacity under the Revolving Facility of ~~$178.0~~$580.0 million and were in compliance with the financial and restrictive covenants of the Credit Agreement. See

Note 5 - Long-Term Debt for further discussion.

Interest Rate Swaps

We have entered into amortizing interest rate swaps ("Swaps") in order to convert a portion of our interest rate exposure on the Term Facility floating rate borrowings from variable to fixed. InUnder 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 at least 50% of our debt as fixed rate.

As of June ~~2017,~~30, 2018, we ~~entered into~~have four Swaps ~~which become effective in March 2018 and terminate in March 2021. The Swaps entered in June 2017 are for an initial~~with a combined remaining notional balance of ~~$275.0 million, with~~$1.3 billion, a ~~notional step up of $200.0 million in March 2019, and a~~weighted average fixed interest rate of 1.83%. In August 2016, we entered into Swaps which became effective in September 2016 and terminate in April 2020. The Swaps entered in August 2016 are for an initial notional balance of $500.0 million, with a fixed interest rate of1.76% (rates range from 1.03% to 2.61%), and ~~amortize quarterly by $25.0~~scheduled terminations through August 2022. As previously indicated, notional balances under our Swaps are currently scheduled to increase and decrease over their contract lengths based on our expectations of variable debt levels. We currently have scheduled notional amounts of between $1.3 billion and $1.1 billion through March 2021 with $585.0 million through December 2018, with a step up in the notional balance of $100.0 million in March 2019 and continued quarterly amortization of $25.0 million through April 2020. In May 2014, we entered into Swaps which became effective in December 2014 and terminate in March 2019. The Swaps entered in May 2014 are for an initial notional balance of $500.0 million, with a fixed interest rate of 1.57%, and amortize quarterly by $12.5 million through December 31, 2017 and $25.0 million through December 31, 2018.thereafter until August 2022.

Liquidity and Capital Strategy

We expect that cash flow 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 will consider the repurchase of common shares, the retirement of outstanding debt, investments and the pursuit of strategic acquisitions on an opportunistic basis.

During the six months ended June 30, ~~2017,~~2018, we repurchased ~~approximately 1.0~~1.3 million shares of our common stock for ~~$41.0~~$63.3 million including commission costs.

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.

In July 2017, we launched a marketing effort to amend and extend our existing Credit Agreement in order to increase financial flexibility by expanding capacity and extending tenor We expect to close the new credit facility with terms substantially equivalent to our existing Credit Agreement in August 2017.

Critical Accounting Policies and Estimates

For additional information with respect to our critical accounting policies, which are those that could have the most significant effect on our reported results and require subjective or complex judgments by management, see Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2017 and Note 1 – Basis for Condensed Consolidated Financial ~~Statement~~Statements, ~~of our quarterly report on Form 10-Q for the period ended March 31, 2017 and~~which is incorporated by reference in response to this item, for updates on our policies over ~~pension, goodwill and other intangible assets and stock-based compensation.~~revenue recognition.

Item 3. 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 Term Facility floating rate borrowings from variable to fixed. In June 2017, we entered into Swaps which become effective in March 2018 and terminate in March 2021. The Swaps entered in June 2017 are for an initial notional balance of $275.0 million, with a notional step up of $200.0 million in March 2019 and a fixed interest rate of 1.83%. In August 2016, we entered into Swaps which became effective in September 2016 and terminate in April 2020. The Swaps entered in August 2016 are for an initial notional balance of $500.0 million, with a fixed interest rate of 1.03%, and amortize quarterly by $25.0 million through December 2018, with a step-up in the notional balance of $100.0 million in March 2019 and continued quarterly amortization of $25.0 million through April 2020. In May 2014, we entered into Swaps which became effective in December 2014 and terminate in March 2019. The Swaps entered in May 2014 are for an initial notional balance of $500.0 million, with a fixed interest rate of 1.57%, and amortize quarterly by $12.5 million through December 31, 2017 and $25.0 million through December 31, 2018. We entered intoUnder the Swaps, ~~in order~~we agree to ~~convert a portion~~exchange floating rate for fixed rate interest payments periodically over the life of the agreement. The notional balances, terms and maturities of our ~~interest rate exposure on the Term Facility floating rate borrowings from variable~~Swaps are currently designed to ~~fixed. We~~ have ~~designated the Swaps~~at least 50% of our debt as ~~cash flow hedges.~~

fixed rate. As of June 30, ~~2017,~~2018, we had approximately ~~$1.7~~$1.8 billion in gross long-term debt outstanding, predominately all of which was variable-interest-rate debt. As of June 30, ~~2017,~~2018, the remaining notional balance of the Swaps was ~~$800.0 million.~~$1.3 billion. A hypothetical 1% increase or decrease in interest rates could result in an approximately ~~$2.1~~$1.3 million change to interest expense on a quarterly basis.

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 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our principal executive officer and principal financial officer have concluded that, as of the end of the quarterly period covered by this Quarterly Report on Form 10-Q, 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).

Changes in Internal Control over Financial Reporting

Beginning January 1, 2018, we implemented the updated guidance on revenue recognition. In connection with the adoption of this standard, we implemented changes to our disclosure controls and procedures related to revenue recognition and the control activities within them. These included the development of new policies based on the five-step model provided in the new revenue standard, new training, ongoing contract review requirements and gathering of information provided for disclosures.

There were no other changes in our internal control over financial reporting during the ~~quarter~~six months ended June 30, ~~2017~~2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II: OTHER INFORMATION

Item 1. Legal Proceedings.

For a description of our legal proceedings, see Note 101 - Basis for Condensed Consolidated Financial Statements andNote 8 – Litigation and Regulatory Contingencies ~~and~~ ~~Note 12 - Discontinued Operations~~ of our condensed consolidated financial statements, which is incorporated by reference in response to this item.

Item 1A. Risk Factors.

~~A restated description of the risk factors associated with~~We have described in our ~~business is set forth below. This description supersedes the description of the risk factors associated with our business previously disclosed in Part I, Item 1A of our Quarterly~~Annual Report on Form ~~10-Q~~10-K for the fiscal year ~~quarter~~ ended ~~March~~December 31, ~~2017. The~~2017, the primary risks ~~discussed below~~related to our business, and we may periodically update those risks for material developments. Those risks are not the only ones ~~facing our business~~we face, but do represent those risks that we believe are material to us. Our business is also subject to the risks that affect many other companies, such as general economic conditions, geopolitical events and employment relations. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also harm our business. Please read the cautionary notice regarding forward-looking statements under the heading “Management's Discussion and Analysis of Financial Condition and Results of Operations.” You should carefully consider the risks and uncertainties our business faces.

There have been no material changes to the Risk Factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

~~Risks Related to Our Business~~

We depend on our ability to access data from external sources to maintain and grow our businesses. If we are unable to access needed data from these sources or if the prices charged for these services increase, the quality, pricing and availability of our products and services may be adversely affected, which could have a material adverse impact on our business, financial condition and results of operations.

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 imposed restrictions on use. If a number of suppliers are no longer able or are 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 of our services. Moreover, some of our suppliers compete with us in certain product offerings, which may make us vulnerable to unpredictable price increases from them. 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 sources of data on favorable economic terms. 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.


2.	Our clients and we are subject to various governmental regulations, and a failure to comply with government regulations or changes in these regulations could result in penalties, restrict or limit our or our clients' operations or make it more burdensome to conduct such operations, any of which could have a material adverse effect on our revenues, earnings and cash flows.

Many of our and our clients' businesses are subject to various federal, state, local and foreign laws and regulations. Our failure to comply with applicable laws and regulations could restrict our ability to provide certain services or result in the imposition of civil fines and criminal penalties, substantial regulatory and compliance costs, litigation expense, adverse publicity and loss of revenue.

In addition, our businesses are subject to an increasing degree of compliance oversight by regulators and by our clients. Specifically, the Consumer Financial Protection Bureau ("CFPB") has authority to write rules affecting the business of consumer reporting agencies and also to supervise, conduct examinations of, and enforce compliance as to federal consumer financial protection laws and regulations with respect to certain “non-depository covered persons” determined by the CFPB to be “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. The CFPB and the prudential financial institution regulators such as the Comptroller of the Currency ("OCC") also have the authority to examine us in our role as a service provider to large financial institutions, although it is yet unclear how broadly they will apply this authority going forward. 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.

These laws and regulations (as well as laws and regulations in the various states or in other 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. In addition, this increased level of scrutiny may increase our compliance costs.

Our operations could be negatively affected by changes to laws and regulations and enhanced regulatory oversight of our clients and us. These changes may compel us to increase our prices in certain situations or decrease our prices in other

situations, 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.


3.	~~Regulatory developments with respect to use of consumer data and public records could have a material adverse effect on our business, financial condition and results of operations.~~

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 that are subject to regulation under the Fair Credit Reporting Act, the Gramm-Leach-Bliley Act, 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. 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.

In addition, some of our data suppliers face similar regulatory requirements 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. Further, 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, they 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 our products and services, which could have a material adverse effect on our business, financial condition and results of operations.


4.	If we are unable to protect our information systems against data corruption, cyber-based attacks or network security breaches, or if we are unable to provide adequate security in the electronic transmission of sensitive data, it could have a material adverse effect on our business, financial condition and results of operations.

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-business and business-to-consumer electronic commerce. Security breaches of this infrastructure, including physical or electronic break-ins, computer viruses, attacks by hackers and similar breaches, can create system disruptions, shutdowns or unauthorized disclosure of confidential information, including non-public personal information and consumer data. 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. If we are unable to prevent such security or privacy breaches, our operations could be disrupted, or we may suffer loss of reputation, financial loss, lawsuits and other regulatory imposed restrictions and penalties because of lost or misappropriated information, including sensitive consumer data.

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, which could harm our business or reputation.

We rely on our top ten clients for a significant portion of our revenue and profit, which makes us susceptible to the same macro-economic and regulatory factors that our clients face. If these clients are negatively impacted by current economic or regulatory conditions or otherwise experience financial hardship or stress, or if the terms of our relationships with these clients change, our business, financial condition and results of operations could be adversely affected.

Our ten largest clients generated approximately 41% of our operating revenues for the quarter ended June 30, 2017, and two of our largest clients generated approximately 14% and 10% of our revenue in the second quarter of 2017. 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 with one or more clients 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.


6.	~~Systems interruptions may impair the delivery of our products and services, causing potential client and revenue loss.~~

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 Data Corporation's ("NTT") technology center in Quincy, WA. 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 replatforming key systems, 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 an adverse effect on our business or operations.


7.	~~Because~~our revenue from clients in the mortgage, consumer lending and real estate industries is affected by the strength of the economy and the housing market generally, including the volume of real estate transactions, a negative change in any of these conditions could materially adversely affect our business and results of operations.

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. The volume of mortgage origination and residential real estate transactions is highly variable. Reductions in these transaction volumes could have a direct impact on certain portions of our revenues and may materially adversely affect our business, financial condition and results of operations. Moreover, negative economic conditions and/or increasing interest rate environments could affect the performance and financial condition of some of our clients in many of our businesses, which may lead to negative impacts on our revenue, earnings and liquidity in particular if these clients go bankrupt or otherwise exit certain businesses.


8.	~~Our acquisition and integration of businesses may involve increased expenses, and may not produce the desired financial or operating results contemplated at the time of the transaction.~~

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.

In addition, we may have difficulty integrating our completed or any future acquisitions into our operations, including implementing at the acquired companies controls, procedures and policies in line with our 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.

9. ~~We operate in a competitive business environment, and if we are unable to compete effectively our results of operations and financial condition may be adversely affected.~~

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. We cannot assure you that we will be able to compete successfully against current or future competitors. Any competitive pressures we face in the markets in which we operate could materially adversely affect our business, financial condition and results of operations.


~~10.~~	Our reliance on outsourcing arrangements subjects us to risk and may disrupt or adversely affect our operations. In addition, we may not realize the full benefit of our outsourcing arrangements, which may result in increased costs, or may adversely affect our service levels for our clients.

Over the last few years, we have outsourced various business process and information technology services to third parties, including the outsourcing arrangements we entered into with a subsidiary of Cognizant Technology Solutions and the technology infrastructure management services agreement we entered into with NTT. 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.


~~11.~~	Our international service providers and our own international operations subject us to additional risks, which could have an adverse effect on our results of operations and may impair our ability to operate effectively.

Over the last few years, we have reduced our costs by utilizing lower-cost labor outside the U.S. in countries such as India and the Philippines through outsourcing arrangements. It is likely that the countries where our outsourcing vendors are located may be subject to higher degrees of political and social instability than the U.S. and may lack the infrastructure to withstand political unrest or natural disasters. 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 U.S. 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 U.S. and, as a result, many of our clients may require us to use labor based in the U.S. We may not be able to pass on the increased costs of higher-priced U.S.-based labor to our clients, which ultimately could have an adverse effect on our results of operations.

In addition, the U.S. 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 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.


~~12.~~	~~We rely upon proprietary technology and information rights, and if we are unable to protect our rights, our business, financial condition and results of operations could be harmed.~~

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.


~~13.~~	If our products or services are found to infringe on the proprietary rights of others, we may be required to change our business practices and may also become subject to significant costs and monetary penalties.

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 or 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; and~~

~~require us to enter into royalty or licensing agreements in order to obtain the right to use necessary technologies.~~


~~14.~~	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. Further, the instruments governing our indebtedness subject us to various restrictions that could limit our operating flexibility.

As of June 30, 2017, our total debt was approximately $1.7 billion, and we had unused commitments of approximately $178.0 million under our Revolving Facility. In July 2016, we completed $525.0 million of incremental term loan borrowings through an amendment to our Credit Agreement. A portion of the proceeds of the new borrowings were used to complete the redemption of all outstanding balances under our outstanding senior notes due June 2021 plus accrued and unpaid interest for approximately $411.0 million. The remaining portion of the proceeds were utilized to reduce our outstanding balance within the 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 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.

~~15.~~ We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our outstanding debt instruments, which may not be successful.

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.


~~16.~~	We may not be able to attract and retain qualified management or develop current management to assist in or lead company growth, which could have an adverse effect on our ability to maintain or expand our product and service offerings.

We rely on skilled management 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.


~~17.~~	~~We have substantial investments in recorded goodwill as a result of prior acquisitions and an impairment of these investments would 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 underperformance 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 to earnings in the period of impairment. In the event of significant volatility in the capital markets or a worsening of current economic conditions, we may be required to record an impairment charge, which would negatively impact our results of operations. Possible future impairment of goodwill may have a material adverse effect on our business, financial condition and results of operations.

~~18.~~ ~~We may not be able to effectively achieve our cost-containment or growth strategies, which could adversely affect our financial condition or results of operations.~~

Our ability to execute on our cost-containment and growth strategies depends in part on maintaining our competitive advantage with current solutions in new and existing markets, as well as our ability to develop new technologies and solutions to serve such markets. There can be no assurance that we will be able to realize all of the projected benefits of our cost-containment plans or that we will be able to compete successfully in new markets or continue to compete effectively in our existing markets. In addition, development of new technologies and solutions may require significant investment by us. If we fail to introduce new technologies or solutions on a cost-effective or timely basis, or if we are not successful in introducing or obtaining regulatory or market acceptance for new solutions, we may lose market share and our results of operations or cash flows could be adversely affected.


~~19.~~	~~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 (the "Tax Sharing Agreement") 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.


~~20.~~	If certain transactions, including internal transactions, undertaken in anticipation of the Separation are determined to be taxable for U.S. federal income tax purposes, we, our stockholders that are subject to U.S. federal income tax and FAFC will incur significant U.S. federal income tax liabilities.

In connection with the Separation we received a private letter ruling from the Internal Revenue Service to the effect that, among other things, certain internal transactions undertaken in anticipation of the Separation will qualify for favorable treatment under the U.S. 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 U.S. 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 U.S. 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.


~~21.~~	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 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

During the quarter ended June 30, ~~2017,~~2018, we did not issue any unregistered shares of our common stock.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

OnIn October ~~27,~~ 2016, the Board of Directors canceled all prior repurchase authorizations and established a new share repurchase authorization of up to $500.0 million. ~~The new share repurchase authorization replaces the unused portion of our previous share repurchase authorization, which was announced in July 2015.~~ As of June 30, ~~2017~~2018, we ~~had $377.0~~have $147.2 million in value of shares ~~remaining that could~~(inclusive of commissions and fees) available to be ~~purchased in the future~~repurchased under the ~~current authorization.~~plan. The stock repurchase authorization has no expiration date and repurchases may be made in the open market, in privately negotiated transactions or ~~under~~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 leverage ratio does not exceed 3.5 to 1.0. 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 shares, the retirement of outstanding debt and the pursuit of strategic acquisitions on an opportunistic basis.

The following table summarizes our ~~share~~ repurchase activity ~~during~~under our Board-approved stock repurchase plan for the quarter ended June 30, ~~2017. All of our share repurchases were made pursuant to our existing share repurchase authorization.~~2018:


Issuer Purchases of Equity Securities	Issuer Purchases of Equity Securities						Issuer Purchases of Equity Securities
		(a)		(b)
Period	Total 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		Total 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
April 1 to April 30, 2017	25,000	$	42.72	25,000	$	397,048,983
May 1 to May 31, 2017	299,666	$	41.85	299,666	$	384,507,961
June 1 to June 30, 2017	175,335	$	42.79	175,335	$	377,007,595
April 1 to April 30, 2018							—	$	—	—	$	192,061,717
May 1 to May 31, 2018							852,789	$	51.38	852,789	$	148,246,674
June 1 to June 30, 2018							19,000	$	54.11	19,000	$	147,218,620
Total	500,001	$	42.22	500,001			871,789	$	51.44	871,789

(1) Calculated inclusive of commissions.

Item 3. Defaults upon Senior Securities. None.

Item 4. Mine Safety Disclosures. Not applicable.

Item 5. Other Information.~~None.~~

In May 2018, our stockholders approved the Company’s 2018 Performance Incentive Plan (the “2018 Plan”) to promote our success by providing an additional means to attract, motivate, retain and reward selected employees and other eligible persons through the grant of awards. Equity-based awards are also intended to further align the interests of award recipients and our stockholders.

The maximum number of shares of our common stock that may be issued or transferred pursuant to awards under the 2018 Plan equals the sum of the following: (a) 3,300,000 shares, plus (b) 6,271,440 shares, the number of shares available for new award grants under the Company’s 2011 Performance Incentive Plan, as amended (the “2011 Plan”) immediately prior to the 2018 Annual Meeting, (c) 60,882 shares, the number of shares as of May 10, 2018 that were subject to awards granted under the 2011 Plan that expired or were cancelled or terminated after the 2018 Annual Meeting (with each share subject to restricted stock and restricted stock unit awards being counted as two shares), and (d) 5,506,762 shares, the number of shares as of May 10, 2018 that were subject to awards that remain outstanding under the 2011 Plan but may become issuable pursuant to the 2018 Plan in the future (with outstanding performance awards being counted at maximum performance level and each share subject to restricted stock and restricted stock unit awards being counted as two shares).

The Board or one or more committees appointed by the Board administers the 2018 Plan. The Board has delegated general administrative authority for the 2018 Plan to its Compensation Committee. The Board or a committee thereof (within its delegated authority) may delegate different levels of authority to different committees or persons with administrative and grant authority under the 2018 Plan. The administrator of the 2018 Plan has broad authority under the 2018 Plan to, among other things, select participants and determine the type(s) of award(s) that they are to receive, and determine the number of shares that are to be subject to awards and the terms and conditions of awards, including the price (if any) to be paid for the shares or the award.

Persons eligible to receive awards under the 2018 Plan include our officers, employees, directors, and certain consultants and advisors to the Company or any of its subsidiaries.

The types of awards that may be granted under the 2018 Plan include stock options, stock appreciation rights, restricted stock, stock bonuses, stock units and other forms of awards granted or denominated in ours common stock or units of our common stock, as well as certain cash bonus awards.

The foregoing description is qualified in its entirety by reference to the 2018 Plan, a copy of which is filed as Exhibit 10.1 to this report and incorporated by reference herein.

Item 6. Exhibits.

See Exhibit Index.

SIGNATURES

Pursuant to the requirements 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)

		By: /s/ James L. Balas
		James L. Balas
		Chief Financial Officer
		(Principal Financial Officer)

		By: /s/ John K. Stumpf
		John K. Stumpf
		Controller
		(Principal Accounting Officer)
Date:	July 26, ~~2017~~2018

EXHIBIT INDEX



Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated December 17, 2015, by and among CoreLogic Solutions, LLC, CoreLogic Acquisition Co., Inc., FNC Holding Company, Inc. and, solely in his capacity as Shareholder Representative, Dennis S. Tosh, Jr. (incorporated by reference to Exhibit 2.2 to the Company's Annual Report on Form 10-K as filed with the SEC on February 26, 2016)^+

2.2		First Amendment to Agreement and Plan of Merger, dated as of April 7, 2016, by and among CoreLogic Solutions, LLC, CoreLogic Acquisition Co., Inc., FNC Holding Company, Inc. and Dennis S. Tosh, Jr. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K as filed with the SEC on April 8, 2016)^

3.1		Amended and Restated Certificate of Incorporation of CoreLogic, Inc., dated May 28, 2010 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K as filed with the SEC on June 1, 2010)

3.2		Amended and Restated Bylaws of CoreLogic, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on March 5, 2014)

10.1		Assignment and Amendment No. 2 to the Master Professional Services Agreement entered into effective as of May 12, 2017 between CoreLogic Real Estate Solutions, LLC and Cognizant Technology Solutions U.S. Corporation and Cognizant Worldwide Limitedü

~~10.2~~		~~Employment Agreement, effective as of March 6, 2017, between~~ CoreLogic, Inc. ~~and Frank Martell~~'s 2018 Performance Incentive Plan (incorporated by reference to Exhibit 10.1 to the ~~Company’s~~Company's Current Report on Form 8-K as filed with the SEC on May 19, 2017)*4, 2018)

10.2		Form of Notice of Restricted Stock Unit Grant and Form of Restricted Stock Unit Award Agreement (Employee) under the CoreLogic, Inc. 2018 Performance Incentive Plan ü

10.3		Form of Notice of Restricted Stock Unit Grant and Form of Restricted Stock Unit Award Agreement (NEO) under the CoreLogic, Inc. 2018 Performance Incentive Plan ü

10.4		Form of Notice of Restricted Stock Unit Grant and Form of Restricted Stock Unit Award Agreement (UK Employees) under the CoreLogic, Inc. 2018 Performance Incentive Plan ü

10.5		Form of Notice of Performance-Based Restricted Stock Unit Grant and Form of Performance-Based Restricted Stock Unit Award Agreement under the CoreLogic, Inc. 2018 Performance Incentive Plan ü

10.6		Amendment No. 5 dated May 15, 2018 to the Master Services Agreement and Supplement A between CoreLogic Solutions, LLC and NTT Data Services, LLC (formerly Dell Marketing L.P.) ± ü

31.1		Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 ü

31.2		Certification by Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 ü

32.1		Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 ü

32.2		Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 ü

101		Extensible Business Reporting Language (XBRL)ü



	ü	Included in this filing.
	^	Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish supplementally 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) have 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.
	*	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-2 of the Securities Exchange Act of 1934 and these confidential portions have been redacted from this exhibit. A complete copy of this exhibit, including the redacted terms, has been separately filed with the Securities and Exchange Commission.

4241



Delaware	95-1068610
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)



40 Pacifica, Irvine, California	92618-7471
(Address of principal executive offices)	(Zip Code)



Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	o
		Emerging growth company	o



Part I:	Financial Information	1

Item 1.	Financial Statements (unaudited)

	A. Condensed Consolidated Balance Sheets as of June 30, ~~2017~~2018 and December 31, ~~2016~~2017	1

	B. Condensed Consolidated Statements of Operations for the three and six months ended June 30, ~~2017~~2018 and ~~2016~~2017	2

	C. Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, ~~2017~~2018 and ~~2016~~2017	3

	D. Condensed Consolidated Statements of Cash Flows for the six months ended June 30, ~~2017~~2018 and ~~2016~~2017	4

	E. Condensed Consolidated Statement of Stockholder's Equity for the six months ended June 30, ~~2017~~2018	5

	F. Notes to Condensed Consolidated Financial Statements	6

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2227

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3135

Item 4.	Controls and Procedures	3136

Part II:	Other Information	3136

Item 1.	Legal Proceedings	3136

Item 1A.	Risk Factors	3236

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3936

Item 3.	Defaults upon Senior Securities	3937

Item 4.	Mine Safety Disclosures	3937

Item 5.	Other Information	3937

Item 6.	Exhibits	3938


(in thousands, except par value)	June 30,			December 31,			June 30,			December 31,
Assets	2017			2016			2018			2017
Current assets:
Cash and cash equivalents	$	89,422		$	72,031		$	85,031		$	118,804
Accounts receivable (less allowance for doubtful accounts of $7,913 and $8,857 as of June 30, 2017 and December 31, 2016, respectively)	270,636			269,229
Accounts receivable (less allowance for doubtful accounts of $7,187 and $8,229 as of June 30, 2018 and December 31, 2017, respectively)							256,225			256,595
Prepaid expenses and other current assets	51,849			43,060			52,438			47,220
Income tax receivable	20,971			6,905			16,332			7,649
Assets of discontinued operations	806			662
Total current assets	433,684			391,887			410,026			430,268
Property and equipment, net	433,393			449,199			453,780			447,659
Goodwill, net	2,112,692			2,107,255			2,317,410			2,250,599
Other intangible assets, net	453,171			478,913			492,120			475,613
Capitalized data and database costs, net	331,803			327,921			326,868			329,403
Investment in affiliates, net	103,460			40,809			42,305			38,989
Deferred income tax assets, long-term	1,382			1,516
Restricted cash	17,435			17,943
Deferred income tax assets							127			366
Other assets	90,084			92,091			114,197			104,516
Total assets	$	3,977,104		$	3,907,534		$	4,156,833		$	4,077,413
Liabilities and Equity
Current liabilities:
Accounts payable and accrued expenses	$	144,902		$	168,284
Accounts payable and other accrued expenses							$	159,975		$	145,655
Accrued salaries and benefits	61,453			107,234			64,174			93,717
Deferred revenue, current	298,138			284,622
Contract liabilities, current							322,700			303,948
Current portion of long-term debt	140,018			105,158			49,658			70,046
Liabilities of discontinued operations	1,982			3,123
Total current liabilities	646,493			668,421			596,507			613,366
Long-term debt, net of current	1,501,048			1,496,889			1,759,050			1,683,524
Deferred revenue, net of current	498,292			487,134
Deferred income tax liabilities, long term	123,106			120,063
Contract liabilities, net of current							511,837			504,900
Deferred income tax liabilities							106,815			102,571
Other liabilities	157,522			132,043			158,385			165,176
Total liabilities	2,926,461			2,904,550			3,132,594			3,069,537

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; 84,303 and 84,368 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively	1			1
Common stock, $0.00001 par value; 180,000 shares authorized; 80,944 and 80,885 shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively							1			1
Additional paid-in capital	371,525			400,452			186,816			224,455
Retained earnings	781,647			724,949			940,314			877,111
Accumulated other comprehensive loss	(102,530		)	(122,418		)	(102,892		)	(93,691		)
Total stockholders' equity	1,050,643			1,002,984			1,024,239			1,007,876
Total liabilities and equity	$	3,977,104		$	3,907,534		$	4,156,833		$	4,077,413


(in thousands)	Common Stock Shares		Common Stock Amount		Additional Paid-in Capital			Retained Earnings		Accumulated Other Comprehensive Loss			Total			Common Stock Shares		Common Stock Amount		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive (Loss)/Income			Total
Balance as of December 31, 2016	84,368		$	1	$	400,452		$	724,949	$	(122,418	)	$	1,002,984
Balance as of December 31, 2017																80,885		$	1	$	224,455		$	877,111		$	(93,691	)	$	1,007,876
Adoption of new accounting standards																—		—		—			(23,600		)	408			(23,192		)
Net income	—		—		—			56,698		—			56,698			—		—		—			86,803			—			86,803
Shares issued in connection with share-based compensation	935		—		4,504			—		—			4,504			1,331		—		17,566			—			—			17,566
Payment of tax withholdings related to net share settlements	—		—		(13,420		)	—		—			(13,420		)	—		—		(11,682		)	—			—			(11,682		)
Share-based compensation	—		—		20,939			—		—			20,939			—		—		19,799			—			—			19,799
Shares repurchased and retired	(1,000	)	—		(40,950		)	—		—			(40,950		)	(1,272	)	—		(63,322		)	—			—			(63,322		)
Other comprehensive income	—		—		—			—		19,888			19,888
Balance as of June 30, 2017	84,303		$	1	$	371,525		$	781,647	$	(102,530	)	$	1,050,643
Other comprehensive loss																—		—		—			—			(9,609		)	(9,609		)
Balance as of June 30, 2018																80,944		$	1	$	186,816		$	940,314		$	(102,892	)	$	1,024,239



(in thousands)	June 30, 2018		June 30, 2017
Cash and cash equivalents	$	85,031	$	89,422
Restricted cash included in other assets	9,756		17,435
Restricted cash included in prepaid expenses and other current assets	1,070		—
Total cash, cash equivalents and restricted cash	$	95,857	$	106,857



(in thousands)	December 31, 2017			Adoption Adjustments			January 1, 2018
Assets
Accounts receivable, net	$	256,595		$	(941	)	$	255,654
Prepaid expenses and other current assets	47,220			(965		)	46,255
Other assets	104,516			2,546			107,062

Liabilities
Contract liabilities, current	$	303,948		$	6,767		$	310,715
Contract liabilities, net of current	504,900			24,801			529,701
Deferred income tax liability	102,571			(7,736		)	94,835

Equity
Retained earnings	$	877,111		$	(23,183	)	$	853,928
Accumulated other comprehensive loss	(93,691		)	(9		)	(93,700		)



	June 30, 2018
(in thousands)	As Reported			Balances Without Adoption Adjustments			Effect of Change Higher/(Lower)
Assets
Accounts receivable, net	$	256,225		$	256,501		$	(276	)
Prepaid expenses and other current assets	52,438			53,632			(1,194		)
Income tax receivable	16,332			15,345			987
Deferred income tax assets	127			133			(6		)
Other assets	114,197			111,675			2,522

Liabilities
Accounts payable and other accrued expenses	$	159,975		$	160,167		$	(192	)
Contract liabilities, current	322,700			314,808			7,892
Contract liabilities, net of current	511,837			512,820			(983		)
Deferred income tax liability	106,815			107,872			(1,057		)

Equity
Accumulated other comprehensive loss	$	(102,892	)	$	(102,913	)	$	21
Retained earnings	940,314			943,962			(3,648		)


(in thousands)	PI			RMW			Consolidated			PIRM			UWS			Consolidated
Balance as of January 1, 2017
Balance as of January 1, 2018
Goodwill	$	1,189,388		$	925,392		$	2,114,780		$	1,029,223		$	1,228,901		$	2,258,124
Accumulated impairment losses	(600		)	(6,925		)	(7,525		)	(600		)	(6,925		)	(7,525		)
Goodwill, net	1,188,788			918,467			2,107,255			1,028,623			1,221,976			2,250,599
Acquisitions	(5,681		)	—			(5,681		)	14,106			63,092			77,198
Translation adjustments	11,118			—			11,118			(10,387		)	—			(10,387		)
Balance as of June 30, 2017
Balance as of June 30, 2018
Goodwill, net	$	1,194,225		$	918,467		$	2,112,692		$	1,032,342		$	1,285,068		$	2,317,410


	June 30, 2017							December 31, 2016							June 30, 2018							December 31, 2017
(in thousands)	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Client lists	$	643,645	$	(280,449	)	$	363,196	$	637,053	$	(257,787	)	$	379,266	$	722,255	$	(325,387	)	$	396,868	$	690,693	$	(303,632	)	$	387,061
Non-compete agreements	28,112		(13,332		)	14,780		28,106		(11,136		)	16,970		33,830		(17,674		)	16,156		28,118		(15,528		)	12,590
Trade names and licenses	118,854		(43,659		)	75,195		121,086		(38,409		)	82,677		133,544		(54,448		)	79,096		125,090		(49,128		)	75,962
	$	790,611	$	(337,440	)	$	453,171	$	786,245	$	(307,332	)	$	478,913	$	889,629	$	(397,509	)	$	492,120	$	843,901	$	(368,288	)	$	475,613


(in thousands)
Remainder of 2017	$	27,890
2018	55,119
Remainder of 2018			$	31,135
2019	52,692		62,082
2020	50,490		60,307
2021	47,342		56,989
2022			55,521
Thereafter	219,638		226,086
	$	453,171	$	492,120


	Number of		Weighted-Average Grant-Date		Number of		Weighted-Average Grant-Date
(in thousands, except weighted-average fair value prices)	Shares		Fair Value		Shares		Fair Value
Unvested RSUs outstanding at December 31, 2016	1,555		$	34.14
Unvested RSUs outstanding at December 31, 2017					1,309		$	37.54
RSUs granted	647		$	39.76	530		$	46.73
RSUs vested	(840	)	$	34.24	(617	)	$	37.01
RSUs forfeited	(40	)	$	35.60	(26	)	$	40.68
Unvested RSUs outstanding at June 30, 2017	1,322		$	36.97
Unvested RSUs outstanding at June 30, 2018					1,196		$	41.81


	For the Six Months Ended June 30,				For the Six Months Ended June 30,
	2017		2016		2018		2017

Expected dividend yield	—	%	—	%	—	%	—	%
Risk-free interest rate ⁽¹⁾	1.47	%	0.99	%	2.38	%	1.47	%
Expected volatility ⁽²⁾	27.83	%	25.12	%	23.63	%	27.83	%
Average total stockholder return ⁽²⁾	1.46	%	(1.23	)%	6.11	%	1.46	%


(1)	The risk-free interest rate for the periods within the contractual term of the PBRSUs is based on the U.S. Treasury yield curve in effect at the time of the grant.


(in thousands)	2017			2016			2018			2017
Land	$	7,476		$	7,476		$	7,476		$	7,476
Buildings	6,487			6,293			6,487			6,487
Furniture and equipment	63,881			61,582			64,083			63,255
Capitalized software	884,880			866,398			912,798			878,156
Leasehold improvements	40,847			29,420			41,162			39,990
Construction in progress	1,322			20,613			3,419			1,349
	1,004,893			991,782			1,035,425			996,713
Less accumulated depreciation	(571,500		)	(542,583		)	(581,645		)	(549,054		)
Property and equipment, net	$	433,393		$	449,199		$	453,780		$	447,659


(2)	The expected volatility and average total stockholder 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.



(in thousands, except weighted-average price)	Number of Shares		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value
Options outstanding at December 31, 2016	1,504		$	21.22
Options exercised	(195	)	$	24.84
Options outstanding at June 30, 2017	1,309		$	20.68	3.0	$	29,724
Options vested and expected to vest at June 30, 2017	1,309		$	20.68	3.0	$	29,724
Options exercisable at June 30, 2017	1,309		$	20.68	3.0	$	29,724



(in thousands)
As of June 30, 2017	PI		RMW			ELI		AMPS		Total
Deferred income tax asset and other current assets	$	325	$	(231	)	$	144	$	568	$	806

Accounts payable, accrued expenses and other current liabilities	$	80	$	166		$	76	$	1,660	$	1,982

As of December 31, 2016
Deferred income tax asset and other current assets	$	325	$	(231	)	$	—	$	568	$	662

Accounts payable, accrued expenses and other current liabilities	$	202	$	167		$	624	$	2,130	$	3,123