CoreLogic, Inc.

Table of Contents



Part I:	Financial Information	1

Item 1.	Financial Statements (unaudited)

	A. Condensed Consolidated Balance Sheets as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018	1

	B. Condensed Consolidated Statements of Operations for the three ~~and six~~ months ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~	2

	C. Condensed Consolidated Statements of Comprehensive Income for the three ~~and six~~ months ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~	3

	D. Condensed Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~	4

	E. Condensed Consolidated Statement of ~~Stockholder's~~Stockholders' Equity for the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018	5

	F. Notes to Condensed Consolidated Financial Statements	6

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2726

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3532

Item 4.	Controls and Procedures	3633

Part II:	Other Information	3633

Item 1.	Legal Proceedings	3633

Item 1A.	Risk Factors	3633

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3633

Item 3.	Defaults upon Senior Securities	3734

Item 4.	Mine Safety Disclosures	3734

Item 5.	Other Information	3734

Item 6.	Exhibits	3834

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements.

CoreLogic, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)


(in thousands, except par value)	June 30,			December 31,			March 31,			December 31,
Assets	2018			2017			2019			2018
Current assets:
Cash and cash equivalents	$	85,031		$	118,804		$	86,828		$	85,271
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
Accounts receivable (less allowance for doubtful accounts of $6,302 and $5,742 as of March 31, 2019 and December 31, 2018, respectively)							246,329			242,814
Prepaid expenses and other current assets	52,438			47,220			49,211			50,136
Income tax receivable	16,332			7,649			13,971			25,299
Total current assets	410,026			430,268			396,339			403,520
Property and equipment, net	453,780			447,659			459,478			456,497
Operating lease assets							64,606			—
Goodwill, net	2,317,410			2,250,599			2,395,765			2,391,954
Other intangible assets, net	492,120			475,613			452,124			468,405
Capitalized data and database costs, net	326,868			329,403			324,116			324,049
Investment in affiliates, net	42,305			38,989			21,867			22,429
Deferred income tax assets	127			366
Other assets	114,197			104,516			99,701			102,136
Total assets	$	4,156,833		$	4,077,413		$	4,213,996		$	4,168,990
Liabilities and Equity
Current liabilities:
Accounts payable and other accrued expenses	$	159,975		$	145,655		$	162,045		$	166,258
Accrued salaries and benefits	64,174			93,717			75,861			84,940
Contract liabilities, current	322,700			303,948			312,322			308,959
Current portion of long-term debt	49,658			70,046			47,465			26,935
Operating lease liabilities, current							16,709			—
Total current liabilities	596,507			613,366			614,402			587,092
Long-term debt, net of current	1,759,050			1,683,524			1,709,501			1,752,241
Contract liabilities, net of current	511,837			504,900			520,845			524,069
Deferred income tax liabilities	106,815			102,571			125,064			124,968
Operating lease liabilities, net of current							82,851			—
Other liabilities	158,385			165,176			162,062			180,122
Total liabilities	3,132,594			3,069,537			3,214,725			3,168,492

Stockholders' equity:
Preferred stock, $0.00001 par value; 500 shares authorized, no shares issued or outstanding	—			—			—			—
Common stock, $0.00001 par value; 180,000 shares authorized; 80,944 and 80,885 shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively	1			1
Common stock, $0.00001 par value; 180,000 shares authorized; 80,633 and 80,092 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively							1			1
Additional paid-in capital	186,816			224,455			164,969			160,870
Retained earnings	940,314			877,111			977,062			975,375
Accumulated other comprehensive loss	(102,892		)	(93,691		)	(142,761		)	(135,748		)
Total stockholders' equity	1,024,239			1,007,876			999,271			1,000,498
Total liabilities and equity	$	4,156,833		$	4,077,413		$	4,213,996		$	4,168,990

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

CoreLogic, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)


	For the Three Months Ended						For the Six Months Ended						For the Three Months Ended
	June 30,						June 30,						March 31,
(in thousands, except per share amounts)	2018			2017			2018			2017			2019			2018
Operating revenues	$	488,401		$	473,978		$	933,301		$	913,829		$	417,708		$	444,900
Cost of services (excluding depreciation and amortization shown below)	239,346			249,162			478,735			501,128			219,061			239,389
Selling, general and administrative expenses	112,022			103,552			226,974			215,400			128,224			114,952
Depreciation and amortization	47,396			42,871			93,536			86,343			49,219			46,140
Total operating expenses	398,764			395,585			799,245			802,871			396,504			400,481
Operating income	89,637			78,393			134,056			110,958			21,204			44,419
Interest expense:
Interest income	224			592			754			930			978			530
Interest expense	18,987			14,535			36,679			28,666			19,703			17,692
Total interest expense, net	(18,763		)	(13,943		)	(35,925		)	(27,736		)	(18,725		)	(17,162		)
Gain/(loss) on investments and other, net	2,128			(4,353		)	2,289			(3,418		)
Income from continuing operations before equity in earnings/(losses) of affiliates and income taxes	73,002			60,097			100,420			79,804
Provision for income taxes	17,307			18,635			16,596			24,909
Income from continuing operations before equity in earnings/(losses) of affiliates	55,695			41,462			83,824			54,895
Equity in earnings/(losses) of affiliates, net of tax	2,837			(280		)	3,070			(1,004		)
Gain on investments and other, net													734			161
Income from continuing operations before equity in (losses)/earnings of affiliates and income taxes													3,213			27,418
Provision/(benefit) for income taxes													1,058			(711		)
Income from continuing operations before equity in (losses)/earnings of affiliates													2,155			28,129
Equity in (losses)/earnings of affiliates, net of tax													(422		)	233
Net income from continuing operations	58,532			41,182			86,894			53,891			1,733			28,362
(Loss)/income from discontinued operations, net of tax	(16		)	78			(91		)	2,495
Gain from sale of discontinued operations, net of tax	—			—			—			312
Loss from discontinued operations, net of tax													(46		)	(75		)
Net income	$	58,516		$	41,260		$	86,803		$	56,698		$	1,687		$	28,287
Basic income per share:
Net income from continuing operations	$	0.72		$	0.49		$	1.07		$	0.64		$	0.02		$	0.35
(Loss)/income from discontinued operations, net of tax	—			—			—			0.03
Gain from sale of discontinued operations, net of tax	—			—			—			—
Loss from discontinued operations, net of tax													—			—
Net income	$	0.72		$	0.49		$	1.07		$	0.67		$	0.02		$	0.35
Diluted income per share:
Net income from continuing operations	$	0.71		$	0.48		$	1.05		$	0.63		$	0.02		$	0.34
(Loss)/income from discontinued operations, net of tax	—			—			—			0.03
Gain from sale of discontinued operations, net of tax	—			—			—			—
Loss from discontinued operations, net of tax													—			—
Net income	$	0.71		$	0.48		$	1.05		$	0.66		$	0.02		$	0.34
Weighted-average common shares outstanding:
Basic	81,284			84,548			81,269			84,490			80,179			81,254
Diluted	82,440			86,097			82,685			86,224			81,277			82,820

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

CoreLogic, Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)


	For the Three Months Ended					For the Six Months Ended					For the Three Months Ended
	June 30,					June 30,					March 31,
(in thousands)	2018			2017		2018			2017		2019			2018
Net income	$	58,516		$	41,260	$	86,803		$	56,698	$	1,687		$	28,287
Other comprehensive (loss)/income
Adoption of new accounting standards	—			—		408			—		—			408
Market value adjustments on interest rate swaps, net of tax	4,101			50		8,238			1,580		(12,206		)	4,137
Foreign currency translation adjustments	(13,486		)	3,135		(17,600		)	16,683		5,342			(4,114		)
Supplemental benefit plans adjustments, net of tax	(123		)	1,731		(247		)	1,625		(149		)	(124		)
Total other comprehensive (loss)/income	(9,508		)	4,916		(9,201		)	19,888		(7,013		)	307
Comprehensive income	$	49,008		$	46,176	$	77,602		$	76,586
Comprehensive (loss)/income											$	(5,326	)	$	28,594

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

CoreLogic, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	For the Six Months Ended						For the Three Months Ended
	June 30,						March 31,
(in thousands)	2018			2017			2019			2018
Cash flows from operating activities:
Net income	$	86,803		$	56,698		$	1,687		$	28,287
Less: (Loss)/income from discontinued operations, net of tax	(91		)	2,495
Less: Gain from sale of discontinued operations, net of tax	—			312
Less: Loss from discontinued operations, net of tax							(46		)	(75		)
Net income from continuing operations	86,894			53,891			1,733			28,362
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:
Depreciation and amortization	93,536			86,343			49,219			46,140
Amortization of debt issuance costs	2,744			2,870			1,302			1,376
Amortization of operating lease assets							4,036			—
Provision for bad debt and claim losses	7,480			7,939			3,788			2,847
Share-based compensation	19,799			20,939			9,892			8,677
Equity in (earnings)/losses of affiliates, net of taxes	(3,070		)	1,004
Gain on sale of property and equipment	(19		)	(231		)
Equity in losses/(earnings) of affiliates, net of taxes							422			(233		)
Deferred income tax	8,743			6,193			4,346			6,250
(Gain)/loss on investment and other, net	(2,289		)	3,418
Gain on investment and other, net							(734		)	(161		)
Change in operating assets and liabilities, net of acquisitions:
Accounts receivable	259			(2,070		)	(5,489		)	12,745
Prepaid expenses and other current assets	(6,075		)	(4,161		)	(2,778		)	(764		)
Accounts payable and other accrued expenses	(27,234		)	(74,371		)	(7,665		)	4,987
Contract liabilities	(13,692		)	24,675			173			(2,756		)
Income taxes	(9,704		)	(13,445		)	10,966			(482		)
Dividends received from investments in affiliates	775			1,097			—			776
Other assets and other liabilities	(9,732		)	22,357			(4,630		)	(7,556		)
Net cash provided by operating activities - continuing operations	148,415			136,448			64,581			100,208
Net cash (used in)/provided by operating activities - discontinued operations	(4		)	3,663
Net cash provided by operating activities - discontinued operations							—			2
Total cash provided by operating activities	$	148,411		$	140,111		$	64,581		$	100,210
Cash flows from investing activities:
Purchases of property and equipment	$	(21,378	)	$	(20,237	)	$	(24,020	)	$	(9,940	)
Purchases of capitalized data and other intangible assets	(18,589		)	(17,202		)	(8,947		)	(9,544		)
Cash paid for acquisitions, net of cash acquired	(141,056		)	—			—			(20,533		)
Purchases of investments	—			(70,000		)
Cash received from sale of business-line							1,082			—
Proceeds from sale of property and equipment	197			304			—			100
Proceeds from investments	980			—			1,157			980
Net cash used in investing activities - continuing operations	(179,846		)	(107,135		)	(30,728		)	(38,937		)
Net cash provided by investing activities - discontinued operations	—			—			—			—
Total cash used in investing activities	$	(179,846	)	$	(107,135	)	$	(30,728	)	$	(38,937	)
Cash flows from financing activities:
Proceeds from long-term debt	$	120,095		$	70,000		$	—		$	95
Repayment of long-term debt	(68,898		)	(35,234		)	(25,563		)	(45,722		)
Proceeds from issuance of shares in connection with share-based compensation	17,566			4,504			2,758			15,473
Payment of tax withholdings related to net share settlements	(11,682		)	(13,420		)	(8,551		)	(10,532		)
Shares repurchased and retired	(63,322		)	(40,950		)	—			(18,479		)
Contingent consideration payments subsequent to acquisitions							(600		)	—
Net cash used in financing activities - continuing operations	(6,241		)	(15,100		)	(31,956		)	(59,165		)
Net cash provided by financing activities - discontinued operations	—			—			—			—
Total cash used in financing activities	$	(6,241	)	$	(15,100	)	$	(31,956	)	$	(59,165	)
Effect of exchange rate on cash, cash equivalents and restricted cash	1,379			(993		)	(200		)	311
Net change in cash, cash equivalents and restricted cash	(36,297		)	16,883			1,697			2,419
Cash, cash equivalents and restricted cash at beginning of period	132,154			89,974			98,250			132,154
Less: Change in cash, cash equivalents and restricted cash - discontinued operations	(4		)	3,663			—			2
Plus: Cash swept (to)/from discontinued operations	(4		)	3,663
Plus: Cash swept from discontinued operations							—			2
Cash, cash equivalents and restricted cash at end of period	$	95,857		$	106,857		$	99,947		$	134,573

Supplemental disclosures of cash flow information:
Cash paid for interest	$	33,101		$	24,076		$	17,351		$	15,553
Cash paid for income taxes	$	24,230		$	35,009		$	1,958		$	988
Cash refunds from income taxes	$	3,108		$	507		$	15,950		$	2,917
Non-cash investing activities:
Capital expenditures included in accounts payable and other accrued expenses	$	11,139		$	5,304		$	14,469		$	6,267

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

CoreLogic, Inc.

Condensed Consolidated Statement of Stockholders' Equity

(Unaudited)


																	Common Stock Shares			Common Stock Amount				Additional Paid-in Capital				Retained Earnings				Accumulated Other Comprehensive Loss				Total
(in thousands)	Common Stock Shares		Common Stock Amount		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive (Loss)/Income			Total
Balance as of December 31, 2017	80,885		$	1	$	224,455		$	877,111		$	(93,691	)	$	1,007,876
For the Three Months Ended March 31, 2019																			Common Stock Shares				Common Stock Amount				Additional Paid-in Capital				Retained Earnings				Accumulated Other Comprehensive Loss				Total
Balance as of December 31, 2018
Net income
Shares issued in connection with share-based compensation																						541			—				2,758				—				—				2,758
Payment of tax withholdings related to net share settlements																	—					—				(8,551		)		—				—				(8,551		)
Share-based compensation																	—			—				9,892				—				—				9,892
Other comprehensive loss																	—			—				—				—				(7,013		)		(7,013		)
Balance as of March 31, 2019																	80,633			$	1			$	164,969			$	977,062			$	(142,761	)		$	999,271

For the Three Months Ended March 31, 2018
Balance at 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		)	—			—				—				(23,600		)		408				(23,192		)
Net income	—		—		—			86,803			—			86,803			—			—				—				28,287				—				28,287
Shares issued in connection with share-based compensation	1,331		—		17,566			—			—			17,566			1,151			—				15,473				—				—				15,473
Payment of tax withholdings related to net share settlements	—		—		(11,682		)	—			—			(11,682		)	—			—				(10,532		)		—				—				(10,532		)
Share-based compensation	—		—		19,799			—			—			19,799			—			—				8,677				—				—				8,677
Shares repurchased and retired	(1,272	)	—		(63,322		)	—			—			(63,322		)	(400	)		—				(18,479		)		—				—				(18,479		)
Other comprehensive loss	—		—		—			—			(9,609		)	(9,609		)	—			—				—				—				(101		)		(101		)
Balance as of June 30, 2018	80,944		$	1	$	186,816		$	940,314		$	(102,892	)	$	1,024,239
Balance as of March 31, 2018																	81,636			$	1			$	219,594			$	881,798			$	(93,384	)		$	1,008,009

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

Note 1 – Basis of Condensed Consolidated Financial Statements

CoreLogic, Inc., together with its subsidiaries (collectively "we", "us" or "our"), is a leading global property information, insight, analytics and data-enabled solutions provider operating in North America, Western Europe and Asia Pacific. Our combined data from public, contributory and proprietary sources provides detailed coverage of property, mortgages and other encumbrances, consumer credit, tenancy, location, hazard risk and related performance information. The markets we serve include real estate and mortgage finance, insurance, capital markets and the public sector. We deliver value to clients through unique data, analytics, workflow technology, advisory and managed solutions. Clients rely on us to help identify and manage growth opportunities, improve performance and mitigate risk.

Our condensed consolidated financial information included in this report has been prepared in accordance with accounting principles generally accepted (“GAAP”) in the ~~U.S. (“GAAP”~~United States ("US") for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the condensed consolidated financial statements and accompanying notes. Actual amounts may differ from these estimated amounts. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The ~~2017~~2018 year-end condensed consolidated balance sheet was derived from the Company's audited financial statements for the year ended December 31, ~~2017~~2018. Interim financial information does not require the inclusion of all the information and footnotes required by GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, ~~2017~~2018.

The accompanying unaudited condensed consolidated interim financial statements reflect all adjustments, consisting of only normal recurring items which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for the full year or for any future periods.

Client Concentration

We generate the majority of our operating revenues from clients with operations in the ~~U.S.~~US residential real estate, mortgage origination and mortgage servicing markets. Approximately ~~32%~~29% and ~~41%~~34% of our operating revenues for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017, respectively, and 33% and 41% for the six months ended June 30, 2018 and 2017,~~ respectively, were generated from our top ten clients, who consist of the largest U.S. mortgage originators and servicers. None of our clients individually 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. None of our clients accounted for greater than 10% of our operating revenues for the six months ended June 30, 2018, and two of our clients accounted for approximately 13% and 10% of our operating revenues for the six months ended June 30, 2017.March 31, 2019 nor 2018.

Cash, Cash Equivalents and Restricted Cash

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



(in thousands)	March 31, 2019		March 31, 2018
Cash and cash equivalents	$	86,828	$	123,698
Restricted cash included in other assets	11,134		9,806
Restricted cash included in prepaid expenses and other current assets	1,985		1,069
Total cash, cash equivalents and restricted cash	$	99,947	$	134,573

(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

Operating Revenue Recognition

We derive our operating revenues primarily from ~~U.S.~~US mortgage lenders, servicers and insurance companies with good creditworthiness. Operating revenue arrangements are written and specify the products or services to be delivered, pricing and payment terms. Operating revenue is recognized when the distinct good, or service, or performance obligation, is delivered and control has been transferred to the client. Generally, clients contract with us to provide products and services that are highly

interrelated and not separately identifiable. Therefore, the entire contract is accounted for as one performance obligation. At times, some of our contracts have multiple performance obligations where we allocate the total price to each performance obligation based on the estimated relative standalone selling price using observable sales or the cost-plus-margin approach.

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

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

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

See further discussion in Note 68 - Operating Revenues.

Comprehensive ~~Income~~Loss

Comprehensive ~~income~~loss includes all changes in equity except those resulting from investments by shareholders and distributions to shareholders. Specifically, foreign currency translation adjustments, amounts related to supplemental benefit plans, unrealized gains and losses on interest rate swap transactions and ~~unrealized gains and losses on investment~~investments are recorded in other comprehensive (loss)/income. The following table shows the components of accumulated other comprehensive loss, net of taxes, as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018:



(in thousands)	2019			2018
Cumulative foreign currency translation	$	(124,064	)	$	(129,406	)
Cumulative supplemental benefit plans	(5,107		)	(4,958		)
Net unrecognized losses on interest rate swaps	(13,590		)	(1,384		)
Accumulated other comprehensive loss	$	(142,761	)	$	(135,748	)

(in thousands) 2018 2017
Cumulative foreign currency translation $ (113,240 ) $ (95,630 )
Cumulative supplemental benefit plans (6,884 ) (5,461 )
Net unrecognized gains on interest rate swaps 17,232
7,400
Accumulated other comprehensive loss $ (102,892 ) $ (93,691 )

Investment in Affiliates, net

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

We recorded ~~equity in earnings of affiliates, net of tax of $2.8 million and~~ equity in losses of affiliates, net of tax, of ~~$0.3~~$0.4 million ~~for the three months ended June 30, 2018 and 2017, respectively,~~ and equity in earnings of affiliates, net of tax, of ~~$3.1 million and equity in losses of affiliates, net of tax of $1.0~~$0.2 million for the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively. For the three months ended ~~June 30, 2018 and 2017,~~March 31, 2019, we ~~recorded $0.3 million and $1.9 million, respectively, of~~did not have any operating revenues ~~and $2.0 million and $2.9 million, respectively, of operating expenses~~ related to our investment in ~~affiliates. For~~affiliates and for the ~~six~~three months ended ~~June 30,~~March 31, 2018 ~~and 2017,~~ we recorded ~~$0.6~~$0.3 million. We recorded operating expenses of $0.2 million and ~~$4.1~~$3.3 million ~~respectively, of operating revenues and $5.3 million and $5.7 million, respectively, of operating expenses~~ related to our investment in affiliates for the three months ended March 31, 2019 and 2018, respectively. As of March 31, 2019 and December 31, 2018, we had insignificant accounts payable and accounts receivable with these affiliates.

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").~~Solutions. In September 2012, we completed the wind down of our consumer services business and our appraisal management company business. In September 2011, we closed our marketing services business. In December 2010, we completed the sale of our Employer and Litigation Services businesses.

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 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~~are pursuing an appeal of the verdict 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.

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. There was no pre-tax legal settlement for the six months ended June 30, 2018. As of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, we recorded assets of discontinued operations of ~~$0.5~~$0.7 million and ~~$0.4~~$0.6 million, respectively, within prepaid expenses and other current assets within our condensed consolidated balance sheets. Additionally, as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, we recorded liabilities of ~~$1.8~~$2.1 million ~~for both periods,~~and $2.2 million, respectively, within accounts payable and other accrued ~~expenses.~~expenses mainly consisting of legal related accruals.

Tax Escrow Disbursement Arrangements

We administer tax escrow disbursements as a service to our clients in connection with our ~~property~~ tax ~~processing solutions.~~services business. These deposits are maintained in segregated accounts for the benefit of our ~~clients. Tax escrow deposits~~clients and totaled ~~$262.8~~$5.7 billion and $696.0 million as of ~~June 30, 2018~~,March 31, 2019 and ~~$961.5 million as of~~ December 31, ~~2017~~.2018, respectively. Because these deposits are held on behalf of our clients, they are not our funds and, therefore, are not included in the accompanying condensed consolidated balance sheets.

These deposits generally remain in the accounts for a period of two to five business days. We ~~generally derive operating income and expenses~~record earnings credits from these ~~deposits~~activities as a reduction to related administrative expenses, including the cost of bank fees and ~~bear the risk of loss. To mitigate the risk of loss, we diversify the placement of funds across institutions with high credit ratings.~~other administration costs.

Under our contracts with our clients, if we make a payment in error or fail to pay a taxing authority when a payment is due, we could be held liable to our clients for all or part of the financial loss they suffer as a result of our act or omission. We maintained total claim reserves relating to incorrect disposition of assets of $20.4 million and ~~$21.7~~$21.2 million as of ~~June 30, 2018~~March 31, 2019, and December 31, ~~2017~~2018, ~~respectively, of which $9.4~~respectively. Within these amounts, $9.2 million, for both periods, are short-term and are reflected within accounts payable and other accrued expenses within our accompanying condensed consolidated balance sheets. The remaining reserves are reflected within other liabilities.

Recent Accounting Pronouncements

In ~~March 2018,~~August 2017, the Financial Accounting Standards Board ("FASB") issued guidance pertaining to the accounting of the Tax Cuts and Jobs Act ("TCJA"), allowing companies a year to finalize and record any provisional or inestimable impacts for the TCJA. This guidance was effective upon issuance during the first quarter. The adoption of this guidance did not have a material effect on our financial statements. See ~~Note 9 - Income Taxes~~ ~~for discussion of the impacts of the TCJA on our Company.~~

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

~~In August 2017, the FASB~~ issued guidance to amend and improve the accounting for hedging activities. The amendment eliminates the requirement to separately measure and report hedge ineffectiveness. An initial quantitative assessment to establish that the hedge is highly effective is still required but the amendment allows until the end of the first quarter it is designated to perform the assessment. After initial qualification, a qualitative assessment can be performed if the hedge is highly effective and the documentation at inception can reasonably support an expectation of high effectiveness throughout the hedge’s term. The amendment requires companies to present all hedged accounting elements that affect earnings in the same income statement line as the hedged item. For highly effective cash flow hedges, fair value changes will be recorded in other comprehensive ~~income~~loss and reclassified to earnings when the hedged item impacts earnings. The guidance is effective prospectively infor fiscal years beginning after December 15, 2018. ~~Early adoption is permitted but we do not anticipate to elect early adoption. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.~~

In ~~November 2016,~~October 2018, the FASB issued incremental guidance ~~that affects~~to this update to permit the presentation of restricted cash in the statement of cash flows and related disclosures. The guidance requires that the statement of cash flows explain the change in the combined total of restricted and unrestricted balances. Disclosure of how the statement of cash flows reconciles to the balance sheet is required if restricted cash is shown separately from cash and cash equivalentsOvernight Index Swap Rate and the ~~nature of the restrictions.~~Secured Overnight Financing Rate to be utilized as US benchmark interest rates for hedge accounting purposes. We have adopted this guidance in the current year as ~~required. Please see further discussion above within this Note.~~required, which has not had a material impact on our consolidated financial statements.

In February 2016, the FASB issued guidance on lease accounting which requires leases, ~~with durations greater than 12-months~~regardless of classification, to be recognized on the balance sheet as lease assets and ~~lease liabilities beginning after December 15, 2018.~~liabilities. The objective of this standard is to provide greater transparency on the amount, timing and uncertainty of cash flows arising from leasing arrangements. The recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee ~~will depend on~~depends upon its classification as a finance or operating lease. Early adoption is permitted, however we will elect to adopt via the modified retrospective approach on the required date of January 1, 2019. We are continuing to evaluate the impact of adopting this standard on our consolidated financial statements, controls and processes, and are in the process of implementing a new lease administration software solution. We anticipate that our notes to the consolidated financial statements related to leases will be expanded and the most substantial change to our consolidated financial statements will be a gross-up of our total assets and liabilities of less than 5%, based on our preliminary analysis. Further, the guidance is not expected to materially impact our results of operations in the upcoming fiscal years and interim periods. Once further evaluation is complete we will expand our disclosure regarding the expected impact of adopting the updated guidance.

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

In May 2014, the FASB issued updated guidance on revenue recognition in order to i) remove inconsistencies in revenue requirements, ii) provide a better framework for addressing revenue issues, iii) improve comparability across entities, industries, etc., iv) provide more useful information through improved disclosures, and v) simplify the preparation of financial statements by reducing the number of requirements to which an entity must refer. Under the amendment, an entity should recognize revenue to depict the transfer of promised goods or services to customers in the amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also specifies the accounting treatment for the incremental costs of obtaining a contract, which would not have been incurred had the contract not been obtained. Further, an entity is required to disclose sufficient information to enable the user of the financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows from contracts with customers. The updated guidance provides two methods of adoption: i) retrospective application to each prior reporting period presented, or ii) recognition of the cumulative effect from the retrospective application at the date of initial application.

On January 1, ~~2018,~~2019, we adopted ~~this~~the new lease accounting standard, and all ~~the~~ related amendments, using the modified retrospective ~~approach for all contracts that were not in effect as of the adoption date. The comparative~~approach. Comparative information has not been restated and continues to be reported under the ~~accounting~~ standards in effect for those prior periods. We also applied practical expedients which permit (i) the omission of remaining performance obligations that have contracts with an original expected duration of one year or less, (ii) the omission of performance obligations, which are for usage-based variable consideration, which we will recognize over the term of the arrangements based on the actual usageperiods as allowed by the ~~customers and (iii) expensing incremental contract costs, which would have otherwise been recognized in one year or less.~~guidance. As part of our adoption we elected the package of

~~The cumulative effect~~

practical expedients permitted under the transition guidance which allows us to carry forward our historical lease classification of pre-existing leases, treatment of pre-existing indirect costs, as well as our conclusions of whether a pre-existing contract contains a lease. We have implemented internal controls to enable the preparation of financial information upon our adoption this quarter.

Adoption of the ~~changes made to our condensed consolidated balance sheet~~new lease accounting standard resulted in the recording of operating lease assets and lease liabilities of approximately $67.7 million and $103.9 million, respectively, as of January 1, ~~2018 for the adoption of the new accounting standard is~~2019. There was no impact to opening equity as ~~follows:~~

(in thousands) December 31, 2017 Adoption Adjustments January 1, 2018
Assets
Accounts receivable, net $ 256,595
$ (941 ) $ 255,654
Prepaid expenses and other current 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 )

In connection with the adoption of the new accounting guidance, we increased our total contract liabilities by $31.6 million of which $23.2 million was the result of a change in the accounting for contracts containing material rights the client would have not received without entering into the contract. The performance obligation associated with the material right is recognized when the future products or services are transferred or when the option expires. Further, we recorded $1.6 million of contract-related assets associated with the change in accounting, which are presented in prepaid expenses and other current assets and other assets in our condensed consolidated balance sheet. As a result of adoption as the ~~adoption-related adjustments previously discussed, we adjusted~~difference between the asset and liability balance is attributable to reclasses of pre-existing balances, such as deferred and prepaid rent, into the lease asset balance. The standard has not materially impacted our ~~related deferred income tax and retained earnings accounts.~~

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

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 )

~~The impact of the adoption of the new accounting standard on our condensed~~ consolidated statement of operations ~~is as follows:~~

For the Three Months Ended June 30, 2018
(in thousands) As Reported Balances Without Adoption Adjustments Effect of Change Higher/(Lower)
Operating revenue $ 488,401
$ 464,322
$ 24,079
Cost of services 239,346
239,663
(317 )
Selling, general and administrative expenses 112,022
112,791
(769 )
Operating income 89,637
64,472
25,165
Provision for income taxes 17,307
11,608
5,699
Net income 58,516
39,050
19,466

For the Six Months Ended June 30, 2018
(in thousands) As Reported Balances Without Adoption Adjustments Effect of Change Higher/(Lower)
Operating revenue $ 933,301
$ 908,727
$ 24,574
Cost of services 478,735
479,189
(454 )
Selling, general and administrative expenses 226,974
227,171
(197 )
Operating income 134,056
108,831
25,225
Provision for income taxes 16,596
10,906
5,690
Net income 86,803
67,268
19,535

~~During the second quarter~~or presentation of ~~2018,~~cash flows and we amended contractual terms, which eliminated certain performance obligations that would have otherwise been fulfilled over time. For the three months ended June 30, 2018, the difference between revenues as reported and pro forma revenues without the adoption adjustments from the new revenue guidance is primarily due to the removal of the aforementioned performance obligations. We do not ~~expect the new accounting standard to have~~anticipate a material impact ~~to net income~~in the future based on our current operations. See below for our accounting policy reflecting the updated guidance.

Leases

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

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

We adhere to the short-term lease recognition exemption for all classes of assets (i.e. facilities and ~~conditions~~equipment). As a result, leases with an initial term of ~~contracts in effect at this time. See~~ ~~Note 6 - Operating Revenues~~twelve months or less are not recorded on the balance sheet and are recognized on a straight-line basis over the lease term. In addition, for ~~additional information.~~certain equipment leases, we account for lease and non-lease components, such as services, as a single lease component as permitted.

Note 2 - Property and Equipment, Net

Property and equipment, net as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018 consists of the following:



(in thousands)	2019			2018
Land	$	7,476		$	7,476
Buildings	6,487			6,487
Furniture and equipment	71,559			68,851
Capitalized software	925,752			902,482
Leasehold improvements	43,607			43,476
Construction in progress	1,218			669
	1,056,099			1,029,441
Less accumulated depreciation	(596,621		)	(572,944		)
Property and equipment, net	$	459,478		$	456,497

(in thousands) 2018 2017
Land $ 7,476
$ 7,476
Buildings 6,487
6,487
Furniture and equipment 64,083
63,255
Capitalized software 912,798
878,156
Leasehold improvements 41,162
39,990
Construction in progress 3,419
1,349
1,035,425
996,713
Less accumulated depreciation (581,645 ) (549,054 )
Property and equipment, net $ 453,780
$ 447,659

Depreciation expense for property and equipment was approximately ~~$22.4~~$23.4 million and ~~$20.1~~$21.8 million, for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017, respectively, and $44.2 million and $40.7 million for the six months ended June 30, 2018 and 2017,~~ respectively.

Note 3 – Goodwill, Net

A reconciliation of the changes in the carrying amount of goodwill and accumulated impairment losses, by ~~operating segment and~~ reporting unit, for the ~~six~~three months ended ~~June 30, 2018~~,March 31, 2019 is as follows:



(in thousands)	PIRM			UWS			Consolidated
Balance as of January 1, 2019
Goodwill	$	1,107,466		$	1,292,013		$	2,399,479
Accumulated impairment losses	(600		)	(6,925		)	(7,525		)
Goodwill, net	1,106,866			1,285,088			2,391,954
Measurement period adjustments	192			—			192
Translation adjustments	3,619			—			3,619
Balance as of March 31, 2019
Goodwill, net	$	1,110,677		$	1,285,088		$	2,395,765

(in thousands) PIRM UWS Consolidated
Balance as of January 1, 2018
Goodwill $ 1,029,223
$ 1,228,901
$ 2,258,124
Accumulated impairment losses (600 ) (6,925 ) (7,525 )
Goodwill, net 1,028,623
1,221,976
2,250,599
Acquisitions 14,106
63,092
77,198
Translation adjustments (10,387 ) —
(10,387 )
Balance as of June 30, 2018
Goodwill, net $ 1,032,342
$ 1,285,068
$ 2,317,410

For the six months ended June 30, 2018, we recorded goodwill of $14.1 million within our Property Intelligence & Risk Management ("PIRM") reporting unit related to the acquisition of eTech Solutions Limited ("eTech"). Further, we recorded goodwill of $63.7 million within our Underwriting & Workflow Solutions ("UWS") reporting unit related to the acquisition of a la mode technologies, LLC ("a la mode"). Finally, we recorded a goodwill adjustment of $0.6 million within our UWS reporting unit related to Mercury Network, LLC ("Mercury"). See Note 1213 - Acquisitions for further ~~discussion.~~discussion over measurement period adjustments.

Note 4 – Other Intangible Assets, Net

Other intangible assets, net consist of the following:



	March 31, 2019							December 31, 2018
(in thousands)	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Client lists	$	706,819	$	(339,748	)	$	367,071	$	706,253	$	(327,201	)	$	379,052
Non-compete agreements	35,227		(21,465		)	13,762		35,224		(20,156		)	15,068
Tradenames and licenses	131,233		(59,942		)	71,291		131,130		(56,845		)	74,285
	$	873,279	$	(421,155	)	$	452,124	$	872,607	$	(404,202	)	$	468,405

June 30, 2018 December 31, 2017
(in thousands) Gross Accumulated Amortization Net Gross Accumulated Amortization Net
Client lists $ 722,255
$ (325,387 ) $ 396,868
$ 690,693
$ (303,632 ) $ 387,061
Non-compete agreements 33,830
(17,674 ) 16,156
28,118
(15,528 ) 12,590
Trade names and licenses 133,544
(54,448 ) 79,096
125,090
(49,128 ) 75,962
$ 889,629
$ (397,509 ) $ 492,120
$ 843,901
$ (368,288 ) $ 475,613

Amortization expense for other intangible assets, net was ~~$16.3~~$16.6 million and ~~$13.9~~$15.2 million for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017, respectively, and $31.5 million and $27.9 million for the six months ended June 30, 2018 and 2017,~~ respectively.

Estimated amortization expense for other intangible assets, net is as follows:



(in thousands)
Remainder of 2019	$	47,668
2020	61,947
2021	58,795
2022	56,927
2023	49,311
Thereafter	177,476
	$	452,124

(in thousands)
Remainder of 2018 $ 31,135
2019 62,082
2020 60,307
2021 56,989
2022 55,521
Thereafter 226,086
$ 492,120

Note 5 – Long-Term Debt

Our long-term debt consists of the following:



		March 31, 2019							December 31, 2018
(in thousands)		Gross		Debt Issuance Costs			Net		Gross		Debt Issuance Costs			Net
Bank debt:
	Term loan facility borrowings due August 2022, weighted-average interest rate of 4.25% and 4.05% as of March 31, 2019 and December 31, 2018, respectively	$	1,575,000	$	(12,105	)	$	1,562,895	$	1,597,500	$	(13,043	)	$	1,584,457
	Revolving line of credit borrowings due August 2022, weighted-average interest rate of 4.24% and 4.06% as of March 31, 2019 and December 31, 2018, respectively	178,323		(4,852		)	173,471		178,146		(5,216		)	172,930
Notes:
	7.55% senior debentures due April 2028	14,645		(44		)	14,601		14,645		(44		)	14,601
Other debt:
	Various debt instruments with maturities through 2024	5,999		—			5,999		7,188		—			7,188
Total long-term debt		1,773,967		(17,001		)	1,756,966		1,797,479		(18,303		)	1,779,176
Less current portion of long-term debt		47,465		—			47,465		26,935		—			26,935
Long-term debt, net of current portion		$	1,726,502	$	(17,001	)	$	1,709,501	$	1,770,544	$	(18,303	)	$	1,752,241

June 30, 2018 December 31, 2017
(in thousands) Gross Debt Issuance Costs Net Gross Debt Issuance Costs Net
Bank debt:

Term loan facility borrowings due August 2022, weighted-average interest rate of 3.67% and 3.28% as of June 30, 2018 and December 31, 2017, respectively $ 1,687,500
$ (15,004 ) $ 1,672,496
$ 1,755,000
$ (17,017 ) $ 1,737,983
Revolving line of credit borrowings due August 2022, weighted-average interest rate of 3.68% as of June 30, 2018 120,000
(5,944 ) 114,056
—
(6,672 ) (6,672 )
Notes:

7.55% senior debentures due April 2028 14,645
(46 ) 14,599
14,645
(48 ) 14,597
Other debt:

Various debt instruments with maturities through 2023 7,557
—
7,557
7,662
—
7,662
Total long-term debt 1,829,702

(20,994 ) 1,808,708
1,777,307

(23,737 ) 1,753,570
Less current portion of long-term debt 49,658
—
49,658
70,046
—
70,046
Long-term debt, net of current portion $ 1,780,044
$ (20,994 ) $ 1,759,050
$ 1,707,261

$ (23,737 )
$ 1,683,524

As of ~~June 30, 2018~~March 31, 2019, and December 31, ~~2017~~2018, we have recorded ~~$0.9~~$1.4 million and $~~1.0~~0.7 million of accrued interest expense, respectively, on our debt-related instruments within accounts payable and other accrued expenses.

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 $1.8 billion five-year term loan A facility (“Term Facility”), and a $700.0 million five-year revolving credit facility ("Revolving Facility"). The Term Facility matures and the Revolving Facility expires in August 2022. The Revolving facility includes a $100.0 million multicurrency revolving sub-facility and a $50.0 million letter of credit sub-facility. The Credit Agreement also provides for the ability to increase the Term Facility and/or Revolving Facility by up to $100.0 million in the aggregate; however the lenders are not obligated to do so. As of ~~June 30, 2018,~~March 31, 2019, we had a remaining borrowing capacity of ~~$580.0~~$521.7 million under the Revolving Facility and we were in compliance with all of our covenants under the Credit Agreement.

Debt Issuance Costs

In connection with the amendment and restatement of the Credit Agreement, in August 2017, we incurred approximately $14.3 million of debt issuance costs of which $14.0 million were initially capitalized within long-term debt, net of current in the accompanying condensed consolidated balance sheets. In addition, when we amended and restated the Credit Agreement, we ~~had~~wrote-off previously unamortized debt issuance costs of $1.8 million within gain on investments and other, net in the accompanying consolidated statement of operations; resulting in a remaining $12.0 million ~~remaining in~~of previously unamortized costs. We will amortize all of these costs over the term of the Credit Agreement. For the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ $1.3 million and ~~$1.5~~$1.4 million, respectively, were ~~expensed~~recognized in the accompanying condensed consolidated statement of operations related to ~~debt issuance costs. For~~ the ~~six months ended June 30, 2018 and 2017, $2.7 million and $2.9 million, respectively, were expensed in the accompanying condensed consolidated statement~~amortization of ~~operations related to~~ debt issuance costs.

7.55% Senior Debentures

In April 1998, we issued $100.0 million in aggregate principal amount of 7.55% senior debentures due 2028. The indentures governing these debentures, as amended, contain limited restrictions on us.

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. Under the Swaps, we agree to exchange floating rate for fixed rate interest payments periodically over the life of the agreement. The floating rates in our Swaps are based on the one-month London interbank offering rate. The notional balances, terms and maturities of our Swaps are ~~currently~~ designed to have at least 50% of our debt as fixed rate.

As of ~~June 30, 2018, we~~March 31, 2019, the Swaps have ~~four Swaps with~~ a combined remaining notional balance of ~~$1.3~~$1.5 billion, a weighted average fixed interest rate of ~~1.76%~~2.05% (rates range from 1.03% to ~~2.61%~~2.98%), and scheduled terminations through ~~August 2022. As previously indicated, notional~~December 2025. Notional balances under our Swaps are ~~currently~~ scheduled to increase and decrease ~~over their contract lengths~~ based on our expectations of the level of variable rate debt ~~levels. We currently~~to be in effect in future periods. Currently, we have scheduled notional amounts of between $1.3 billion and ~~$1.1~~$1.5 billion through ~~March 2021 with $585.0~~December 2020, then $1.0 billion and $1.2 billion through August 2022, and $400.0 million thereafter until ~~August 2022.~~December 2025. Approximate weighted average fixed interest rates for the aforementioned time intervals are 2.16%, 2.70%, and 2.98%, respectively.

We have designated the Swaps as cash flow hedges. The estimated fair value of these cash flow hedges is recorded in prepaid expenses and other current assets as well as other assets and other ~~assets~~liabilities in the accompanying condensed consolidated balance sheets. ~~The~~As of March 31, 2019, the estimated fair value of these cash flow hedges resulted in an asset of ~~$23.0~~$8.7 million as well as a liability of $26.9 million. As of December 31, 2018, the estimated fair value of these cash flow hedges resulted in an asset of $13.3 million, of which ~~$1.5~~$0.6 million is classified within prepaid expenses and other current assets, as well as a liability of ~~June 30, 2018. As of December 31, 2017, we recorded an asset of $12.0 million within other assets.~~$15.2 million.

Unrealized ~~gains~~losses of ~~$4.1~~$12.2 million (net of ~~$1.4~~$4.1 million in deferred taxes) and unrealized gains of ~~$0.1~~$4.1 million (net ~~of less than $0.1~~$1.4 million in deferred taxes) for the three months ended ~~June 30,~~March 31, 2019 and 2018, and 2017, respectively, and unrealized gains of $8.2 million (net of $2.7 million in deferred taxes) and unrealized gains of $1.6 million (net of $1.0 million in deferred taxes) for the six months ended June 30, 2018 and 2017, respectively, were recognized in other comprehensive ~~income~~loss/(income) related to the Swaps.

Note 6 – ~~Operating Revenues~~Leases

~~Operating revenues by solution type consists~~We have entered into renewable commitment agreements for certain real estate facilities and equipment, such as computers and printers, which we individually classify as either operating or finance leases. We possess contractual options to renew certain leases ranging from 6 months to 5 years at a time, as well as, in certain instances, contractual options to terminate leases with varying notification requirements and potential termination fees. As of March 31, 2019, our leases with initial terms greater than twelve months had remaining lease terms of up to 13 years.

The following table provides a breakdown of lease balances within our condensed consolidated balance sheet as of March 31, 2019 and December 31, 2018:



(in thousands)
Lease Type and Classification	Included Within	March 31, 2019		December 31, 2018 (1)
Assets
Operating	Operating lease assets	$	64,606	$	—
Finance	Property and equipment, net	5,895		5,002
Total		$	70,501	$	5,002

Liabilities
Current
Operating	Operating lease liabilities, current	$	16,709	$	—
Finance	Current portion of long-term debt	2,465		2,340
Long-term
Operating	Operating lease liabilities, net of current	82,851		—
Finance	Long-term debt, net of current	3,534		2,753
Total		$	105,559	$	5,093

(1) As permitted, December 31, 2018 is presented under prior GAAP in effect at that time. As such, prior year does not contain comparable operating assets and/or liabilities. See Note 1 - Basis for Condensed Consolidated Financial Statements for further details.

For the ~~following:~~three months ended March 31, 2019, the components of lease cost are as follows:

(in thousands) For the Three Months Ended June 30, 2018
PIRM UWS Corporate and Eliminations Consolidated
Property insights $ 127,293
$ —
$ —
$ 127,293
Insurance & spatial solutions 40,861
—
—
40,861
Flood data services —
18,911
—
18,911
Valuations solutions —
81,456
—
81,456
Credit solutions —
78,883
—
78,883
Property tax solutions —
117,480
—
117,480
Other 14,501
11,496
(2,480 ) 23,517
Total operating revenue $ 182,655
$ 308,226
$ (2,480 ) $ 488,401



(in thousands)
Lease Cost	Included Within	March 31, 2019
Finance lease cost
Amortization of lease assets	Depreciation and amortization	$	825
Interest on lease liabilities	Interest expense	$	30

Operating lease cost	SG&A	$	5,270
Operating lease cost	Cost of services	401
		$	5,671

Other supplementary information for the three months ended March 31, 2019 are as follows:



(in thousands)
Other Information	Finance Leases			Operating Leases
Cash paid for amounts included in measurement of liabilities
Operating cash outflows	$	30		$	6,907
Financing cash outflows	$	822		$	—

Right-of-use assets obtained in exchange for lease liabilities	$	1,739		$	862
Weighted average remaining lease term (years)	2.9			8.5
Weighted average discount rate	3.78		%	6.49		%

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



(in thousands)	Finance Leases			Operating Leases
2019	$	1,970		$	16,796
2020	2,141			22,898
2021	1,255			17,702
2022	634			10,823
2023	289			8,487
Thereafter	70			56,486
Total lease payments	6,359			133,192
Less imputed interest	(360		)	(33,632		)
Total	$	5,999		$	99,560

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



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

As of March 31, 2019, we have an operating lease for a facility that has not yet commenced with an initial lease liability of approximately $2.0 million and a seven-year term, which is not reflected within the 2019 maturity schedule above. Total lease cost for all operating leases, including month-month rentals, for the three months ended March 31, 2018, excluding taxes, was $5.9 million.

(in thousands) For the Six Months Ended June 30, 2018
PIRM UWS Corporate and Eliminations Consolidated
Property insights $ 250,965
$ —
$ —
$ 250,965
Insurance & spatial solutions 78,025
—
—
78,025
Flood data services —
35,885
—
35,885
Valuations solutions —
152,900
—
152,900
Credit solutions —
160,368
—
160,368
Property tax solutions —
207,361
—
207,361
Other 27,432
25,131
(4,766 ) 47,797
Total operating revenue $ 356,422
$ 581,645
$ (4,766 ) $ 933,301

Note 7 – 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.

~~Property Insights~~

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.

~~Our property insights combine our patented predictive analytics~~

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 ~~proprietary~~the lowest priority to unobservable inputs (Level 3 measurement). Level 2 measurements utilize observable inputs in active markets for similar assets and ~~contributed data~~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 enable our clients to improve customer acquisition and retention, detect and prevent fraud, improve mortgage transaction cycle time and cost efficiency, identify real estate trends and neighborhood characteristics, track market performance and increase market share. Our datathe short-term nature of the instruments.

Restricted Cash

Restricted cash is comprised of ~~real estate information with crime, site inspection, neighborhood, document images~~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.

Other Investments

Other investments is currently comprised of a minority equity investment in a foreign enterprise which we measure at cost and adjust to fair value on a quarterly basis when there are observable price changes in orderly transactions for the identical, or similar, investment. Changes in fair value are recorded within gain on investment and other, information from proprietary sources. We also provide verification of applicant income, identity and certain employment verification services. We typically license data in one of two forms: bulk data licensing and transactional licensing. Operating revenue for bulk data licensing contracts that provide a stand-ready obligation or include substantive updates to the intellectual property is recognized ratably over the contractual term; otherwise operating revenue is recognized upon delivery. For transactional licensing we recognize operating revenue based on usage.

~~Insurance and Spatial Solutions~~

Our insurance and spatial solutions provide originators and property and casualty insurers the solutions required to more effectively locate, assess and manage property-level assets and risks through location-based data and analytics. The licensed intellectual property data is generally provided to our clients on a subscription or usage basis. For subscription contracts, operating revenue is recognized ratably over the service period once initial delivery has occurred. For contracts to provide a license to data which is delivered via report or data file, operating revenue is recognized when the client obtains control of the products, which is upon delivery.

~~Property Tax Solutions~~

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

~~Valuations Solutions~~

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

~~Credit Solutions~~

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

~~Flood Data Services~~

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

~~Contract Costs~~

Incremental costs to obtain or fulfill client contracts are recognized as an asset. As of June 30, 2018, we had $11.6 million of current deferred costs which are presented in prepaid expenses and other current assets and $21.1 million of long term deferred costs which are presented in other assetsnet in our condensed consolidated ~~balance sheet.~~statement of operations.

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.

Interest Rate Swaps

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

The fair values of our financial instruments as of March 31, 2019 are presented in the following table:



(in thousands)	Fair Value Measurements Using
As of March 31, 2019	Level 1		Level 2		Level 3		Fair Value
Financial Assets:
Cash and cash equivalents	$	86,828	$	—	$	—	$	86,828
Restricted cash	2,513		10,606		—		13,119
Other investments	—		—		5,708		5,708
Total	$	89,341	$	10,606	$	5,708	$	105,655

Financial Liabilities:
Contingent consideration	$	—	$	—	$	5,500	$	5,500
Total debt	—		1,775,970		—		1,775,970
Total	$	—	$	1,775,970	$	5,500	$	1,781,470

Derivatives:
Asset for Swaps	$	—	$	8,747	$	—	$	8,747
Liability for Swaps	$	—	$	26,853	$	—	$	26,853

As of December 31, 2018
Financial Assets:
Cash and cash equivalents	$	85,271	$	—	$	—	$	85,271
Restricted cash	1,366		11,613		—		12,979
Other investments	—		—		7,930		7,930
Total	$	86,637	$	11,613	$	7,930	$	106,180

Financial Liabilities:
Contingent consideration	$	—	$	—	$	5,700	$	5,700
Total debt	—		1,797,597		—		1,797,597
Total	$	—	$	1,797,597	$	5,700	$	1,803,297

Derivatives:
Asset for Swaps	$	—	$	13,344	$	—	$	13,344
Liability for Swaps	$	—	$	15,188	$	—	$	15,188

In connection with the 2017 acquisition of Myriad as well as an insignificant business, we entered into contingent consideration agreements for up to $20.5 million in cash by 2022 upon the achievement of certain revenue targets ending fiscal year 2021. These ~~deferred costs primarily include certain set-up~~contingent payments were originally recorded at a fair value of $6.2 million using the Monte-Carlo simulation model. See Note 13 - Acquisitions for further discussion. The contingent payments are fair-valued quarterly and ~~acquisition costs related to property tax solutions~~changes are recorded within gain on investments and ~~amortize ratably over an expected ten year life and adjusted for early loan cancellations. For~~other, net in our condensed consolidated statement of operations. During both the three ~~and six~~ months ended ~~June 30,~~March 31, 2019 and 2018, we ~~recorded $3.5~~increased the fair value of our contingent considerations by $0.4 million and ~~$6.9 million, respectively,~~recorded the losses in our condensed consolidated statement of ~~amortization associated with these deferred costs.~~operations.

~~Contract Liabilities~~

~~We record a contract liability when amounts are invoiced prior to~~During the satisfaction of a performance obligation. For property tax solutions, we invoice our clients upfront fees for services to be performed over time. For property insights and insurance & spatial solutions we invoice quarterly and annually, commencing upon execution of the contracts or at the beginning of the license term.

~~As of January 1, 2018, we had $840.4 million in contract liabilities compared to $834.5 million as of June 30, 2018. The overall change of $5.9 million in contract liability balances are primarily~~three months ended March 31, 2019, due to ~~$271.4~~an observable price change, we recorded an unfavorable fair value adjustment of $2.3 million to our minority owned equity investment, which was recorded within gain on investments and other, net in our condensed consolidated statement of ~~new deferred billings in the current year, offset by $287.4 million of operating revenue recognized, of which $196.9 million related to contracts previously deferred.~~operations.

~~Remaining Performance Obligations~~

The majority of our arrangements are between one and three years with a significant portion being one year or less. For the remaining population of non-cancellable and fixed arrangements greater than one year, as of June 30, 2018, we had $1.0 billion of remaining performance obligations. We expect to recognize approximately 20% percent of our remaining revenue backlog in 2018, 28% in 2019, 19% in 2020 and 33% thereafter. See further discussion on performance obligations in ~~Note 1 - Basis for Condensed Consolidated Financial Statements~~.

Note 78 – Operating Revenues

Operating revenues by solution type consists of the following:



(in thousands)	PIRM		UWS		Corporate and Eliminations			Consolidated
For the Three Months Ended March 31, 2019	PIRM		UWS		Corporate and Eliminations			Consolidated
Property insights	$	118,670	$	—	$	—		$	118,670
Insurance & spatial solutions	45,416		—		—			45,416
Flood data services	—		16,976		—			16,976
Valuation solutions	—		66,323		—			66,323
Credit solutions	—		67,814		—			67,814
Property tax solutions	—		86,582		—			86,582
Other	11,722		6,823		(2,618		)	15,927
Total operating revenue	$	175,808	$	244,518	$	(2,618	)	$	417,708

For the Three Months Ended March 31, 2018
Property insights	$	123,672	$	—	$	—		$	123,672
Insurance & spatial solutions	37,164		—		—			37,164
Flood data services	—		16,974		—			16,974
Valuation solutions	—		71,444		—			71,444
Credit solutions	—		81,485		—			81,485
Property tax solutions	—		89,881		—			89,881
Other	12,931		13,635		(2,286		)	24,280
Total operating revenue	$	173,767	$	273,419	$	(2,286	)	$	444,900

Property Insights

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

Insurance & Spatial Solutions

Our insurance & spatial solutions provide originators and property and casualty insurers the solutions required to more effectively locate, assess and manage property-level assets and risks through location-based data and analytics. The licensed intellectual property data is generally provided to our clients on a subscription or usage basis. For subscription contracts, operating revenue is recognized ratably over the service period once initial delivery has occurred. For contracts to provide a license to data which is delivered via report or data file, operating revenue is recognized when the client obtains control of the products, which is upon delivery.

Property Tax Solutions

Valuation Solutions

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

Credit Solutions

Flood Data Services

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

Contract Costs

Incremental costs to obtain or fulfill client contracts are recognized as an asset. As of March 31, 2019, we had $9.5 million of current deferred costs which are presented in prepaid expenses and other current assets as well as $20.6 million of long-term deferred costs which are presented in other assets in our condensed consolidated balance sheet. As of December 31, 2018, we had $9.7 million of current deferred costs and $20.8 million of long-term deferred costs. Our deferred costs primarily include certain set-up and acquisition costs related to property tax solutions which amortize ratably over an expected ten year life, adjusted for early loan cancellations. For the three months ended March 31, 2019 and 2018, we recorded $3.1 million and $3.4 million, respectively, of amortization associated with these deferred costs.

Contract Liabilities

We record a contract liability when amounts are invoiced prior to the satisfaction of a performance obligation. For property tax solutions, we invoice our clients upfront fees for services to be performed over time. For property insights and insurance & spatial solutions we invoice quarterly and annually, commencing upon execution of the contracts or at the beginning of the license term.

As of March 31, 2019, we had $833.2 million in contract liabilities compared to $833.0 million as of December 31, 2018. The overall change of $0.2 million in contract liability balances are primarily due to $135.7 million of new deferred billings in the current year, partially offset by $135.6 million of operating revenue recognized, of which $97.0 million related to contracts previously deferred.

Remaining Performance Obligations

The majority of our arrangements are between one and three years with a significant portion being one year or less. For the remaining population of non-cancellable and fixed arrangements greater than one year, as of March 31, 2019 we had $959.3 million of remaining performance obligations. We expect to recognize approximately 26% percent of our remaining revenue backlog in 2019, 26% in 2020, 18% in 2021 and 30% thereafter. See further discussion on performance obligations in Note 1 - Basis for Condensed Consolidated Financial Statements.

Note 9 – Share-Based Compensation

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

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

Restricted Stock Units

For the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 and ~~2017~~2018, we awarded ~~529,725~~584,552 and ~~646,774~~469,323 RSUs, respectively, with an estimated grant-date fair value of ~~$24.8~~$21.1 million and ~~$25.7~~$21.6 million, respectively. The RSU awards will vest ratably over three years. RSU activity for the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 is as follows:



	Number of Shares		Weighted-Average Grant-Date Fair Value
(in thousands, except weighted-average fair value prices)	Number of Shares		Weighted-Average Grant-Date Fair Value
Unvested RSUs outstanding at December 31, 2018	1,087		$	42.04
RSUs granted	585		$	36.17
RSUs vested	(430	)	$	39.60
RSUs forfeited	(16	)	$	42.43
Unvested RSUs outstanding at March 31, 2019	1,226		$	40.10

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

As of ~~June 30, 2018~~March 31, 2019, there was ~~$37.0~~$37.9 million of total unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a weighted-average period of ~~2.1~~2.3 years. The fair value of RSUs is based on the market value of our common stock on the date of grant.

Performance-Based Restricted Stock Units

For the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 and ~~2017~~2018, we awarded ~~327,018~~203,464 and ~~288,331~~315,259 PBRSUs, respectively, with an estimated grant-date fair value of ~~$15.1~~$7.5 million and ~~$11.5~~$14.5 million, respectively. These awards are generally subject to service-based, performance-based and market-based vesting conditions. The service and performance period for the 2019 grants is from January 2019 to December 2021 and the performance metric is adjusted earnings per share.

The performance and service period for the PBRSUs awarded during the three months ended March 31, 2018is from January 2018 to December 2020 and the performance metrics are generally adjusted earnings per ~~share.~~share and market-based conditions. The ~~grants~~grant included ~~152,626~~143,439 PBRSUs that did not include a market-based condition but had operating revenue as the sole performance metric through the service period ~~ending~~ended December 2020.

~~The performance and service period for the PBRSUs awarded during the~~ ~~six~~ ~~months ended~~ ~~June 30, 2017~~ ~~is from January 2017 to December 2019 and the performance metrics are adjusted earnings per share and market-based conditions.~~

The fair values of the awards containing market-based vesting conditions were estimated using Monte-Carlo simulation with the following weighted-average assumptions:



	For the Three Months Ended March 31,
	2019		2018
Expected dividend yield	—	%	—	%
Risk-free interest rate ⁽¹⁾	2.44	%	2.38	%
Expected volatility ⁽²⁾	28.24	%	23.63	%
Average total stockholder return ⁽²⁾	17.15	%	6.11	%

(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. (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.

For the Six Months Ended June 30,
2018 2017

Expected dividend yield — % — %
Risk-free interest rate ⁽¹⁾
2.38 % 1.47 %
Expected volatility ⁽²⁾
23.63 % 27.83 %
Average total stockholder return ⁽²⁾
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.~~


~~(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.

PBRSU activity for the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 is as follows:



	Number of Shares		Weighted-Average Grant-Date Fair Value
(in thousands, except weighted-average fair value prices)	Number of Shares		Weighted-Average Grant-Date Fair Value
Unvested PBRSUs outstanding at December 31, 2018	774		$	42.11
PBRSUs granted	203		$	36.82
PBRSUs vested	(250	)	$	34.40
PBRSUs forfeited	(41	)	$	45.86
Unvested PBRSUs outstanding at March 31, 2019	686		$	42.85

Number of
Weighted-Average
Grant-Date
(in thousands, except weighted-average fair value prices) Shares Fair Value
Unvested PBRSUs outstanding at December 31, 2017 659
$ 37.22
PBRSUs granted 327
$ 46.28
PBRSUs vested (239 ) $ 39.91
PBRSUs forfeited (43 ) $ 39.10
Unvested PBRSUs outstanding at June 30, 2018 704
$ 41.11

As of ~~June 30, 2018~~March 31, 2019, there was ~~$17.5~~$23.7 million of total unrecognized compensation cost related to unvested PBRSUs that is expected to be recognized over a weighted-average period of 2.2 years. The fair value of PBRSUs is based on the market value of our common stock on the date of grant.

Stock Options

Prior to 2015, we issued stock options as incentive compensation for certain employees. Option activity for the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 is as follows:


(in thousands, except weighted-average price)	Number of Shares		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value		Number of Shares		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value
Options outstanding at December 31, 2017	1,186		$	20.67
Options outstanding at December 31, 2018								570		$	20.17
Options exercised	(594	)	$	21.28				(3	)	$	22.10
Options vested, exercisable, and outstanding at June 30, 2018	592		$	20.07	3.5	$	18,829
Options vested, exercisable, and outstanding at March 31, 2019								567		$	20.17	2.8	$	9,699

As of ~~June 30, 2018~~March 31, 2019, there was no unrecognized compensation cost related to unvested stock options.

The intrinsic value of options exercised was ~~$13.6~~less than $0.1 million and ~~$2.8~~$13.5 million for the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 and ~~2017~~2018, respectively. This intrinsic value represents the difference between the fair market value of our common stock on the date of exercise and the exercise price of each option.

Employee Stock Purchase Plan

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

The following table sets forth the share-based compensation expense recognized for the three ~~and~~ ~~six~~months ended ~~June 30, 2018~~March 31, 2019 and ~~2017~~.

2018:


	For the Three Months Ended				For the Six Months Ended				For the Three Months Ended
	June 30,				June 30,				March 31,
(in thousands)	2018		2017		2018		2017		2019		2018
RSUs	$	7,238	$	6,596	$	14,633	$	16,378	$	7,312	$	7,395
PBRSUs	3,445		1,809		4,159		3,477		1,915		714
Stock options	—		—		—		144		—		—
Employee stock purchase plan	439		367		1,007		940		665		568
	$	11,122	$	8,772	$	19,799	$	20,939	$	9,892	$	8,677

The table above includes ~~$1.2~~$0.8 million and ~~$1.8~~$2.2 million of share-based compensation expense within cost of services in the accompanying condensed consolidated statements of operations for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017, respectively, and $3.4 million and $3.1 million for the six months ended June 30, 2018 and 2017,~~ respectively.

~~Note 8 – 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. For matters where a settlement has been reached, we have recorded the expected amount of such settlements. With respect to audits, investigations or lawsuits that are ongoing, although their final dispositions are not yet determinable, we do not believe that the ultimate resolution of such matters, either individually or in the aggregate, will have a material adverse effect on our financial condition, results of operations or cash flows. The ability to predict the ultimate outcome of such matters involves judgments, estimates 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 Actions~~

In February 2012, CoreLogic National Background Data, LLC (n/k/a CoreLogic Background Data, 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 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. The parties agreed to settle the case on a class-wide basis and the settlement was approved in March 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 (“RPS”)) on the theory that RPS provided criminal record “reports” to CBD at the same time that CBD delivered reports to CBD’s consumer reporting agency customers. 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 United States District Court for the 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 New York Fair Credit Reporting Act on behalf of herself and a class of similarly situated consumers with respect to reports issued during the period of July 2015 to the present. RPS has denied the claims and intends to defend the case vigorously.

~~Separation~~

Following the Separation, we are responsible for a portion of 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. As of June 30, 2018, no reserves were considered necessary.

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.

~~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 income taxes was 23.7% and 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 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 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 – Litigation and Regulatory Contingencies

Fair Credit Reporting Act Class Actions

In July 2017, Rental Property Solutions, LLC ("RPS") was named as a defendant in Claudinne Feliciano, et. al., v. CoreLogic SafeRent, LLC, a putative class action lawsuit in the U.S. District Court for the 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 New York Fair Credit Reporting Act on behalf of herself and a class of similarly situated consumers with respect to reports issued during the period of July 2015 to the present. We have denied the claims and intend to defend the case vigorously.

Separation

Following the Separation, we are responsible for a portion of 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 each other prior to certain important decisions, such as settlement. The managing party will also have primary responsibility for determining the ultimate total liability, if any, related to the applicable case. We will record our share of any such liability when the responsible party determines a reserve is necessary. As of March 31, 2019, 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.

Note 11 – Income Taxes

The effective income tax rate for income taxes as a percentage of income from continuing operations before equity in (losses)/earnings of affiliates and income taxes was 32.9% and (2.6)% for the three months ended March 31, 2019 and 2018, respectively. For the three months ended March 31, 2019, when compared to 2018, the increase in the effective income tax rate was primarily due to nonrecurring tax benefits recorded in 2018 related to share-based compensation and the release of tax reserves.

We are currently under examination for the years 2010 through 2012, by the US, 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 $1.0 million within the next twelve months.

Note 12 – Earnings Per Share

The following is a reconciliation of net income per share:



	For the Three Months Ended
	March 31,
	2019			2018
(in thousands, except per share amounts)
Numerator for basic and diluted net income per share:
Net income from continuing operations	$	1,733		$	28,362
Loss from discontinued operations, net of tax	(46		)	(75		)
Net income	$	1,687		$	28,287
Denominator:
Weighted-average shares for basic income per share	80,179			81,254
Dilutive effect of stock options and restricted stock units	1,098			1,566
Weighted-average shares for diluted income per share	81,277			82,820
Income per share
Basic:
Net income from continuing operations	$	0.02		$	0.35
Loss from discontinued operations, net of tax	—			—
Net income	$	0.02		$	0.35
Diluted:
Net income from continuing operations	$	0.02		$	0.34
Loss from discontinued operations, net of tax	—			—
Net income	$	0.02		$	0.34

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,~~March 31, 2019 and 2018, ~~and 2017,~~ an aggregate of ~~less than 0.1~~0.5 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 outstandingfor both periods due to their anti-dilutive effect.

Note 1113 – ~~Fair Value~~Acquisitions

In December 2018, we acquired the remaining 72.0% of ~~Financial Instruments~~

~~Fair value~~Symbility Solutions Inc. ("Symbility") for C$107.1 million, or approximately $80.0 million subject to certain working capital adjustments. Symbility is a leading global provider of cloud-based property claims workflow solutions for the property and casualty insurance industry, headquartered in Canada. This acquisition further progresses our long-term strategic plan by adding scale to our insurance and spatial businesses and international presence. Symbility is included as a component of our Property Intelligence and Risk Management ("PIRM") segment. The purchase 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 inputswas allocated 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~~assets acquired and ~~endeavors to utilize the best available information. Accordingly, we utilize~~liabilities assumed using a variety of valuation techniques ~~that maximize the use of observable inputs and minimize the use of~~including discounted cash flow analysis, which included significant unobservable inputs. ~~Fair value balances are classified based on the observability~~We have preliminarily recorded $14.9 million in proprietary technology with an estimated useful life 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~~8 years, client lists of $6.4 million with an estimated useful life of 12 years, trademarks of $1.2 million with an estimated useful life of 4 years, $5.3 million of deferred tax 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~~goodwill 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~~

~~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.~~

$75.8 million. In connection with this acquisition, we remeasured our ~~2017 acquisitions,~~existing 28.0% investment ownership in Symbility which resulted in a $13.3 million step-up gain that we ~~entered into contingent consideration agreements, which we originally fair valued as $6.2 million using the Monte-Carlo simulation model. See~~ ~~Note 12 - Acquisitions~~ ~~for further discussion. The contingent payments are fair-valued quarterly and changes are~~ recorded within ~~gain/(loss)~~gain on investments and other, net in our ~~condensed~~ consolidated statement of ~~operations.~~operations in the fourth quarter of 2018.

In December 2018, we completed the acquisition of Breakaway Holdings, LLC d.b.a Homevisit ("HomeVisit") for $12.7 million, subject to certain working capital adjustments. HomeVisit is a leading provider of marketing focused real estate solutions, including property listing photography, videography, 3D modeling, drone imagery and related services. Given anticipated synergy with our pre-existing real estate solutions platforms, this acquisition is expected to enable the next generation of property marketing solutions for real estate professionals, MLS, brokers and agents across North America. HomeVisit is included as a component of our PIRM segment. The purchase price was allocated to the assets acquired and liabilities assumed using a variety of valuation techniques including discounted cash flow analysis, which included significant unobservable inputs. We have preliminarily recorded $1.4 million for non-compete agreements with an estimated useful life of 5 years, client lists of $0.9 million with an estimated useful life of 11 years, trademarks of $0.2 million with an estimated useful life of 2.5 years, and goodwill of $10.4 million, all of which is deductible for tax purposes. For the ~~six~~three months ended ~~June 30, 2018 we decreased~~March 31, 2019, goodwill increased by $0.2 million as a result of a change in the ~~fair value of our contingent considerations by $1.1 million and recorded the gain in our condensed consolidated statement of operations.~~purchase price allocation for certain working capital adjustments.

~~Note 12 – Acquisitions~~

In April 2018, we completed the acquisition of a la mode technologies, LLC ("a la mode") for $120.0 million, ~~subject to~~exclusive of working capital adjustments. a la mode is a provider of ~~subscription based~~subscription-based software solutions that facilitate the aggregation of data, imagery and photographs in a ~~GSE~~government-sponsored enterprise compliant format for the completion of ~~U.S.~~US residential appraisals. This acquisition contributes to our continual development and scaling of our end-to-end valuation solutions workflow suite, which includes data and market insights, analytics as well as data-enabled services and platforms. a la mode is included as a component of our ~~UWS~~Underwriting and Workflow Solutions ("UWS") 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 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~~$63.6 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 Solutions Limited ("eTech") for cash of approximately £15.0 million, or approximately $21.0 ~~million.~~million, exclusive of working capital adjustments. eTech is a leading provider of innovative mobile surveying and workflow management software that enhances productivity and mitigates risk for participants in the ~~U.K.~~United Kingdom ("UK") 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 $1.6 million, 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 goodwill of $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, tradenames of $1.6 million with an estimated average life of 7 years, proprietary technology of $5.8 million with an estimated useful life of 8 years and goodwill of $17.3 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 Clareity for $15.0 million, subject to working capital adjustments. This acquisition leverages our market leading position in real estate and provides authentication-related services to real estate brokers and agents. Clareity is included as a component of our PIRM 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 $0.9 million and $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, 2018 and 2017, respectively, and $1.7 million and $7.5 million for the six months ended June 30, 2018 and 2017, respectively.

Note 1314 – Segment Information

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

Property Intelligence & Risk Management Solutions. Our PIRM segment combines property information, mortgage information and consumer information to deliver unique housing market and property-level insights, predictive analytics and risk management capabilities. We have also developed proprietary technology and software platforms to access, automate or track this information and assist our clients with decision-making and compliance tools in the real estate industry, insurance industry and the single and multifamily industry. We deliver this information directly to our clients in a standard format over the web, through hosted software platforms or in bulk data form. Our solutions include property insights and 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, MLS companies, property and casualty insurance companies, title insurance companies, government agencies and government-sponsored enterprises.

The operating results of our PIRM segment included intercompany revenues of ~~$1.7~~$1.8 million and ~~$1.6~~$1.5 million for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017, respectively, and $3.2 million and $3.0 million for the six months ended June 30, 2018 and 2017,~~ respectively. The segment also included intercompany expenses of $0.8 million ~~and $0.7 million~~ for both the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017, respectively, and $1.6 million and $1.5 million for the six months ended June 30, 2018 and 2017,~~ respectively.

Underwriting & Workflow Solutions. Our UWS segment combines property information, mortgage information and consumer information to provide comprehensive mortgage origination and monitoring solutions, including, underwriting-related solutions and data-enabled valuations and appraisals. We have also developed proprietary technology and software

platforms to access, automate or track this information and assist our clients with vetting and onboarding prospects, meeting compliance regulations and understanding, diagnosing and monitoring property values. Our solutions include property tax solutions, valuation solutions, credit solutions and flood services in North America. The segment’s primary clients are large, national mortgage lenders and servicers, but we also serve regional mortgage lenders and brokers, credit unions, commercial banks, fixed-income investors, government agencies and property and casualty insurance companies.

The operating results of our UWS segment included intercompany revenues of $0.8 million ~~and $0.7 million~~ for both the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017, respectively, and $1.6 million and $1.5 million for the six months ended June 30, 2018 and 2017,~~ respectively. The segment also included intercompany expenses of ~~$1.7~~$1.8 million and ~~$1.6~~$1.5 million for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017, respectively, and $3.2 million and $3.0 million for the six months ended June 30, 2018 and 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/~~(losses)/earnings of affiliates, net of tax, and interest expense.

Selected financial information by reportable segment is as follows:


(in thousands)																	Operating Revenues				Depreciation and Amortization			Operating Income/(Loss)			Equity in (Losses)/Earnings of Affiliates, Net of Tax			Net Income/(Loss) From Continuing Operations			Capital Expenditures
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
(in thousands)
(in thousands)																				Operating Revenues				Depreciation and Amortization			Operating Income/(Loss)			Equity in (Losses)/Earnings 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		—						6,645			(39,000	)		102			(55,089	)		11,586
Eliminations	(2,480		)	—		—			—			—			—		(2,618		)				—			—			—			—			—
Consolidated (excluding discontinued operations)	$	488,401		$	47,396	$	89,637		$	2,837		$	58,532		$	20,483	$	417,708			$	49,219		$	21,204		$	(422	)	$	1,733		$	32,967

For the Three Months Ended June 30, 2017
For the Three Months Ended March 31, 2018
PIRM	$	176,311		$	24,132	$	32,099		$	(166	)	$	31,470		$	14,812	$	173,767			$	25,735		$	20,778		$	271		$	20,671		$	13,206
UWS	300,031			13,605		66,596			(174		)	60,470			2,413		273,419				14,964			48,053			18			47,754			2,313
Corporate	—			5,134		(20,302		)	60			(50,758		)	3,102		—				5,441			(24,412		)	(56		)	(40,063		)	3,965
Eliminations	(2,364		)	—		—			—			—			—		(2,286		)		—			—			—			—			—
Consolidated (excluding discontinued operations)	$	473,978		$	42,871	$	78,393		$	(280	)	$	41,182		$	20,327	$	444,900			$	46,140		$	44,419		$	233		$	28,362		$	19,484

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

~~Six Months Ended June 30, 2018 Compared to Six Months Ended June 30, 2017~~

~~Operating Revenues~~

~~Our consolidated operating revenues were $0.9 billion for the six months ended June 30, 2018, an increase of $19.5 million, or 2.1%, when compared to 2017, and consisted of the following:~~

(in thousands, except percentages) 2018 2017 $ Change % Change
PIRM $ 356,422
$ 342,067
$ 14,355
4.2 %
UWS 581,645
576,222
5,423
0.9
Corporate and eliminations (4,766 ) (4,460 ) (306 ) 6.9
Operating revenues $ 933,301
$ 913,829
$ 19,472
2.1 %

Liquidity and Capital Resources

Our PIRM segment revenues increased by $14.4 million, or 4.2%, when compared to 2017. Excluding acquisition activity of $13.4 million, the increase of $1.0 million was primarily due to higher property insights operating revenues of $2.8 million, which benefited from improved product mix and market share gains; partially offset by other revenues.

Our UWS segment revenues increased by $5.4 million, or 0.9%, when compared to 2017. Excluding acquisition activity of $22.7 million, the decrease of $17.3 million was primarily due to lower valuation solutions operating revenue of $36.0 million and lower flood data services revenue of $2.7 million, mainly driven by lower mortgage market unit volumes and the impact of planned vendor diversification from key appraisal management clients. The decrease was offset by higher property tax solutions operating revenue of $19.7 million primarily driven by the benefit of accelerated revenue recognition resulting from the amendment of a long-term contract. Credit solutions operating revenue also increased by $1.7 million due to improved product mix.

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

~~Cost of Services~~

Our consolidated cost of services was $478.7 million for the six months ended June 30, 2018, a decrease of $22.4 million, or 4.5%, when compared to 2017. Acquisition activity contributed $12.4 million of additional expense in 2018. Excluding acquisition activity, the decrease of $34.8 million was primarily due to favorable revenue mix and benefits from ongoing operational efficiency programs.

~~Selling, General and Administrative Expense~~

Our consolidated selling, general and administrative expenses were $227.0 million for the six months ended June 30, 2018, an increase of $11.6 million, or 5.4%, when compared to 2017. Acquisition activity contributed $17.4 million of additional expense in 2018. Excluding acquisition activity, the decrease of $5.8 million was primarily related to our ongoing operational efficiency programs.

~~Depreciation and Amortization~~

Our consolidated depreciation and amortization expense was $93.5 million for the six months ended June 30, 2018, an increase of $7.2 million, or 8.3%, when compared to 2017, primarily due to acquisitions.

~~Operating Income~~

~~Our consolidated operating income was $134.1 million for the six months ended June 30, 2018, an increase of $23.1 million, or 20.8%, when compared to 2017, and consisted of the following:~~

(in thousands, except percentages) 2018 2017 $ Change % Change
PIRM $ 49,752
$ 47,671
$ 2,081
4.4 %
UWS 133,950
103,849
30,101
29.0
Corporate and eliminations (49,646 ) (40,562 ) (9,084 ) 22.4
Operating income $ 134,056
$ 110,958
$ 23,098
20.8 %

Our PIRM segment operating income increased by $2.1 million, or 4.4%, when compared to 2017. Excluding acquisition activity of $2.9 million, which lowered operating income in 2018 primarily due to the amortization of acquisition-related intangible assets. Excluding acquisition activity, operating income increased by $5.0 million, margins increased by 142 basis points primarily due to improvements in product mix, market share gains and the impact of ongoing operational efficiency programs. The increase was partially offset by lower other revenues.

Our UWS segment operating income increased by $30.1 million, or 29.0%, when compared to 2017. Excluding acquisition activity of $2.3 million, operating income increased by $27.8 million, margins increased by 554 basis points, primarily related to the benefit of accelerated revenue recognition resulting from the amendment of a long-term contract in our property tax solutions operations partially offset by lower mortgage market unit volumes and the impact of planned vendor diversification from key appraisal management clients.

~~Corporate and eliminations had an unfavorable variance of $9.1 million, or 22.4%, primarily due to higher investments related to ongoing operating efficiency programs.~~

~~Total Interest Expense, net~~

Our consolidated total interest expense, net was $35.9 million for the six months ended June 30, 2018, an increase of $8.2 million, or 29.5%, when compared to 2017. The increase was primarily due to a higher average outstanding balance and higher interest rates.

~~Gain/(Loss) on Investments and Other, net~~

Our consolidated gain on gain/loss on investments and other, net was $2.3 million for the six months ended June 30, 2018, a favorable variance of $5.7 million, or 167.0%, when compared to 2017. The favorable variance was primarily due to a prior year loss of $6.1 million recorded on the final settlement of a pension plan along with a gain of $1.1 million in the current year on our contingent consideration agreements, which are adjusted for fair-value quarterly. These gains were partially offset by higher realized losses on current year investments of $1.5 million.

~~Provision for Income Taxes~~

Our consolidated provision for income taxes from continuing operations before equity in earnings/(losses) of affiliates and income taxes was $16.6 million and $24.9 million for the six months ended June 30, 2018 and 2017, respectively. The effective tax rate was 16.5% and 31.2% for the six months ended June 30, 2018 and 2017, respectively. The decrease in the effective tax rate was primarily attributable to changes in the U.S. corporate income tax rate from the enactment of the TCJA.

~~Equity in Earnings/(Losses) of Affiliates, net of tax~~

Our consolidated equity in earnings of affiliates, net of tax was $3.1 million for the six months ended June 30, 2018, a favorable variance of $4.1 million, or 405.8% when compared to 2017. We have equity interests in various affiliates which had gains in the current period compared to prior year losses causing the favorable variance.

~~LIQUIDITY AND CAPITAL RESOURCES~~

Cash and cash equivalents as of ~~June 30, 2018~~March 31, 2019 totaled ~~$85.0~~$86.8 million, ~~a decrease~~an increase of ~~$33.8~~$1.6 million from December 31, ~~2017.~~2018. As of ~~June 30, 2018,~~March 31, 2019, our cash balances held in foreign jurisdictions totaled ~~$53.3~~$48.2 million and are primarily related to our international operations. Most of the amounts held outside of the U.S. could be repatriated to the U.S. without the assessment of additional income tax other than the one-time transition tax pursuant to the TCJA. We are finalizing the calculation of the transition tax and will report this aspect of the TCJA during 2018. We plan to maintain significant cash balances outside of the ~~U.S.~~United States for the foreseeable future.

Restricted cash of ~~$10.8~~$13.1 million as of ~~June 30, 2018~~March 31, 2019 and ~~$11.1~~$13.0 million as of December 31, ~~2017~~2018 is comprised of ~~mutual funds,~~ certificate of deposits that are pledged for various letters of credit/bank guarantees secured by us, and escrow accounts due to acquisitions and ~~divestitures.~~divestitures as well as short-term investments within our deferred compensation plan trust.

Cash Flow

Operating Activities. Cash provided by operating activities reflects net income adjusted for certain non-cash items and changes in operating assets and liabilities. Total cash provided by operating activities was approximately ~~$148.4~~$64.6 million and ~~$140.1~~$100.2 million for the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively. The ~~increase~~decrease in cash provided by operating activities was primarily due ~~higher~~to unfavorable changes in working capital items and lower cash generated from ~~higher~~decreased profitability, as adjusted for non-cash ~~activities, partially offset by unfavorable changes in working capital items.~~activities.

Investing Activities. Total cash used in investing activities was approximately ~~$179.8~~$30.7 million and $~~107.1~~38.9 million during the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 and ~~2017~~2018, respectively. The ~~increase~~decrease in cash used in investing activities was primarily related to lower net cash paid for ~~the~~ acquisitions of ~~eTech and a la mode of $141.1 million. Further, for the six months ended June 30, 2018 and 2017, we had investments in property and equipment of $21.4~~$20.5 million and ~~$20.2~~the current year collection of proceeds from the prior year sale of a business-line of $1.1 million, ~~respectively, as well as investments in capitalized data and other intangible assets of $18.6 million and $17.2 million, respectively. The increases were~~ partially offset by higher ~~proceeds from~~ investments in technology and innovation of ~~$1.0 million in the current year along with our acquisition of a 45% interest in Mercury Network, LLC for $70.0 million in June 2017.~~$13.5 million.

Financing Activities. Total cash used in financing activities was approximately ~~$6.2~~$32.0 million for the ~~six~~three months ended ~~June 30,~~March 31, 2019, which was primarily comprised of repayments of long-term debt of $25.6 million, contingent consideration payments of $0.6 million and net outflows from share-based compensation-related transactions of $5.8 million. Total cash used in financing activities was approximately $59.2 million for the three months ended March 31, 2018, which was primarily comprised of repayment of long-term debt of ~~$68.9~~$45.7 million and share repurchases of ~~$63.3~~$18.5 million, partially offset by share-based compensation-related transactions of ~~$5.9 million and proceeds of long-term debt of $120.1~~$4.9 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 and share-based compensation-related transactions of $8.9 million, partially offset by proceeds from long-term debt of $70.0 million.

Financing and Financing Capacity

Total debt outstanding, gross, was $1.8 billion for both periods as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, 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 $1.8 billion ~~five-year~~ term loan A facility ~~(“Term Facility”~~(the "Term Facility"), and a $700.0 million ~~five-year~~ revolving credit facility ~~("Revolving~~(the "Revolving Facility"). The Term Facility matures and the Revolving Facility expires in August 2022. ~~The Credit Agreement 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, 2018,~~March 31, 2019, we had borrowing capacity under the Revolving Facility of ~~$580.0~~$521.7 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. Under the Swaps, we agree to exchange floating rate for fixed rate interest payments periodically over the life of the agreement. The floating rates in our Swaps are based on the ~~one month~~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 30, 2018, we~~March 31, 2019, the Swaps have ~~four Swaps with~~ a combined remaining notional balance of ~~$1.3~~$1.5 billion, a weighted average fixed interest rate of ~~1.76%~~2.05% (rates range from 1.03% to ~~2.61%~~2.98%), and scheduled terminations through ~~August 2022. As previously indicated, notional~~December 2025. Notional balances under our Swaps are ~~currently~~ scheduled to increase and decrease over their contract lengths based on our expectations of the level of variable rate debt ~~levels. We currently~~to be in effect in future periods. Currently, we have scheduled notional amounts of between $1.3 billion and ~~$1.1~~$1.5 billion through ~~March 2021 with $585.0~~December 2020, then $1.0 billion and $1.2 billion through August 2022, and $400.0 million thereafter until ~~August 2022.~~December 2025. Approximate weighted average fixed interest rates for the aforementioned time intervals are 2.16%, 2.70%, and 2.98%, respectively.

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, market and or 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~~quarter ended ~~June 30, 2018,~~March 31, 2019, we ~~repurchased 1.3 million~~did not issue any unregistered shares of our common ~~stock for $63.3 million including commission costs.~~stock.

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.

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, ~~2017~~2018 and Note 1 – Basis for Condensed Consolidated Financial Statements, which is incorporated by reference in response to this item, for updates on our policies over ~~revenue recognition.~~lease accounting.

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. Under the Swaps, we agree to exchange floating rate for fixed rate interest payments periodically over the life of the agreement. 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 30, 2018,~~March 31, 2019, we had approximately $1.8 billion in gross long-term debt outstanding, predominately all of which was variable-interest-rate debt. As of ~~June 30, 2018,~~March 31, 2019, the remaining notional balance of the Swaps was ~~$1.3~~$1.5 billion. A hypothetical 1% increase or decrease in interest rates could result in an approximately ~~$1.3~~$0.7 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,~~2019, we implemented the updated guidance on ~~revenue recognition.~~lease accounting. In connection with the adoption of this standard, we implemented changes to our disclosure controls, ~~and~~ procedures related to ~~revenue recognition and~~lease accounting as well as the associated control activities ~~within them.~~within. These included the implementation of a lease management and accounting software, development of new policies based on the ~~five-step model provided in the new revenue standard,~~updated guidance, new training, ongoing contract review requirements and gathering of information provided for disclosures.

~~There~~Other than the updates described above, there were no other changes in our internal control over financial reporting during the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 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 1 - Basis for Condensed Consolidated Financial Statements andNote 810 – Litigation and Regulatory Contingencies of our condensed consolidated financial statements, which is incorporated by reference in response to this item.

Item 1A. Risk Factors.

We have described in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2017,~~2018, the primary risks related to our business, and we may periodically update those risks for material developments. Those risks are not the only ones 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.~~2018.

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

Unregistered Sales of Equity Securities

During the quarter ended ~~June 30, 2018,~~March 31, 2019, we did not issue any unregistered shares of our common stock.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

In October ~~2016,~~2018, the Board of Directors canceled all prior repurchase authorizations and established a new share repurchase authorization of up to $500.0 million. As of ~~June 30, 2018~~March 31, 2019, we have ~~$147.2~~$478.0 million in value of shares (inclusive of commissions and fees) available to be repurchased under the plan. The stock repurchase authorization has no expiration date and repurchases may be made in the open market, in privately negotiated transactions or pursuant to a Rule 10b5-1 plan.

Under our Credit Agreement, our stock repurchase capacity is restricted to $150.0 million per fiscal year, with the ability to undertake an additional amount of repurchases in such fiscal year provided that, on a pro forma basis after giving effect to the stock repurchase, our total 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 repurchase activity under our Board-approved stock repurchase plan for~~During the quarter ended ~~June 30, 2018:~~

March 31, 2019, we did not repurchase any shares of our common stock.

Issuer Purchases of Equity Securities
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
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 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.Not applicable.

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.

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)v+

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)v

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)

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.
	v	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.

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, 2018~~April 25, 2019

~~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~~		~~CoreLogic, Inc.'s 2018 Performance Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K as filed with the SEC on May 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.



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



(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)
Remainder of 2018	$	31,135
2019	62,082
2020	60,307
2021	56,989
2022	55,521
Thereafter	226,086
	$	492,120



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



	For the Six Months Ended June 30,
	2018		2017

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



(in thousands)	As of			As of
Assets	March 31, 2019			December 31, 2018
PIRM	$	1,952,296		$	1,953,732
UWS	2,206,404			2,200,292
Corporate	6,035,802			5,995,787
Eliminations	(5,981,205		)	(5,981,450		)
Consolidated (excluding discontinued operations)	$	4,213,297		$	4,168,361


(in thousands, except percentages)	2018			2017			$ Change			% Change		2019			2018			$ Change			% Change
PIRM	$	182,655		$	176,311		$	6,344		3.6	%	$	175,808		$	173,767		$	2,041		1.2	%
UWS	308,226			300,031			8,195			2.7		244,518			273,419			(28,901		)	(10.6	)
Corporate and eliminations	(2,480		)	(2,364		)	(116		)	4.9		(2,618		)	(2,286		)	(332		)	14.5
Operating revenues	$	488,401		$	473,978		$	14,423		3.0	%	$	417,708		$	444,900		$	(27,192	)	(6.1	)%



Issuer Purchases of Equity Securities
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
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	871,789	$	51.44	871,789