Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Our primary exposure to market risk relates to interest-rate risk associated with certain financial instruments. We monitor our risk associated with fluctuations in interest rates and currently use derivative financial instruments to hedge some of these risks. We have entered into Swaps in order to convert a portion of our interest rate exposure on the Term Facility floating rate borrowings from variable to fixed. In June 2017, we entered into Swaps which become effective in March 2018 and terminate in March 2021. The Swaps entered in June 2017 are for an initial notional balance of $275.0 million, with a notional step up of $200.0 million in March 2019 and a fixed interest rate of 1.83%. In August 2016, we entered into Swaps which became effective in September 2016 and terminate in April 2020. The Swaps entered in August 2016 are for an initial notional balance of $500.0 million, with a fixed interest rate of 1.03%, and amortize quarterly by $25.0 million through December 2018, with a step-up in the notional balance of $100.0 million in March 2019 and continued quarterly amortization of $25.0 million through April 2020. In May 2014, we entered into Swaps which became effective in December 2014 and terminate in March 2019. The Swaps entered in May 2014 are for an initial notional balance of $500.0 million, with a fixed interest rate of 1.57%, and amortize quarterly by $12.5 million through December 31, 2017 and $25.0 million through December 31, 2018. We entered into the Swaps in order to convert a portion of our interest rate exposure on the Term Facility floating rate borrowings from variable to fixed. We have designated the Swaps as cash flow hedges.

As of ~~March 31,~~June 30, 2017, we had approximately ~~$1.6~~$1.7 billion in gross long-term debt outstanding, all of which was variable-interest-rate debt. As of ~~March 31,~~June 30, 2017, the remaining notional balance of the Swaps was ~~$837.5~~$800.0 million. A hypothetical 1% increase or decrease in interest rates could result in an approximately ~~$1.9~~$2.1 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

There were no changes in our internal control over financial reporting during the quarter ended ~~March 31,~~June 30, 2017 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 10 – Litigation and Regulatory Contingencies and Note 12 - Discontinued Operations of our condensed consolidated financial statements, which is incorporated by reference in response to this item.

Item 1A. Risk Factors.

A restated description of the risk factors associated with our business is set forth below. This description supersedes the description of the risk factors associated with our business previously disclosed in Part I, Item 1A of our ~~Annual~~Quarterly Report on Form ~~10-K~~10-Q for the year quarter ended ~~December~~March 31, ~~2016.~~2017. The risks discussed below are not the only ones facing our business but do represent those risks that we believe are material to us. 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.”

Risks Related to Our Business

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

We rely extensively upon data from a variety of external sources to maintain our proprietary and non-proprietary databases, including data from third-party suppliers, various government and public record sources and data contributed by our clients. Our data sources could cease providing or reduce the availability of their data to us, increase the price we pay for their data, or limit our use of their data for a variety of reasons, including legislatively or judicially imposed restrictions on use. If a number of suppliers are no longer able or are unwilling to provide us with certain data, or if our public record sources of data become unavailable or too expensive, we may need to find alternative sources. If we are unable to identify and contract with suitable alternative data suppliers and efficiently and effectively integrate these data sources into our service offerings, we could experience service disruptions, increased costs and reduced quality of our services. Moreover, some of our suppliers compete with us in certain product offerings, which may make us vulnerable to unpredictable price increases from them. Significant price increases could have a material adverse effect on our operating margins and our financial position, in particular if we are unable to arrange for substitute sources of data on favorable economic terms. Loss of such access or the availability of data in the future on commercially reasonable terms or at all may reduce the quality and availability of our services and products, which could have a material adverse effect on our business, financial condition and results of operations.


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

Many of our and our clients' businesses are subject to various federal, state, local and foreign laws and regulations. Our failure to comply with applicable laws and regulations could restrict our ability to provide certain services or result in the

imposition of civil fines and criminal penalties, substantial regulatory and compliance costs, litigation expense, adverse publicity and loss of revenue.

In addition, our businesses are subject to an increasing degree of compliance oversight by regulators and by our clients. Specifically, the Consumer Financial Protection Bureau ("CFPB") has authority to write rules affecting the business of consumer reporting agencies and also to supervise, conduct examinations of, and enforce compliance as to federal consumer financial protection laws and regulations with respect to certain “non-depository covered persons” determined by the CFPB to be “larger participants” that offer consumer financial products and services. Two of our credit businesses - CoreLogic Credco and Teletrack - are subject to the CFPB non-bank supervision program. The CFPB and the prudential financial institution regulators such as the Comptroller of the Currency ("OCC") also have the authority to examine us in our role as a service provider to large financial institutions, although it is yet unclear how broadly they will apply this authority going forward. In addition, several of our largest bank clients are subject to consent orders with the OCC and/or are parties to the National Mortgage Settlement, both of which require them to exercise greater oversight and perform more rigorous audits of their key vendors such as us.

These laws and regulations (as well as laws and regulations in the various states or in other countries) could limit our ability to pursue business opportunities we might otherwise consider engaging in, impose additional costs or restrictions on us, result in significant loss of revenue, impact the value of assets we hold, or otherwise significantly adversely affect our business. In addition, this increased level of scrutiny may increase our compliance costs.

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

situations, may restrict our ability to implement price increases, and may limit the manner in which we conduct our business or otherwise may have a negative impact on our ability to generate revenues, earnings and cash flows. If we are unable to adapt our products and services to conform to the new laws and regulations, or if these laws and regulations have a negative impact on our clients, we may experience client losses or increased operating costs, and our business and results of operations could be negatively affected.


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

Because our databases include certain public and non-public personal information concerning consumers, we are subject to government regulation and potential adverse publicity concerning our use of consumer data. We acquire, store, use and provide many types of consumer data and related services that are subject to regulation under the Fair Credit Reporting Act, the Gramm-Leach-Bliley Act, and the Driver's Privacy Protection Act and, to a lesser extent, various other federal, state, and local laws and regulations. These laws and regulations are designed to protect the privacy of consumers and to prevent the unauthorized access and misuse of personal information in the marketplace. Our failure to comply with these laws, or any future laws or regulations of a similar nature, could result in substantial regulatory penalties, litigation expense and loss of revenue.

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


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

We are highly dependent on information technology networks and systems, including the Internet, to securely process, transmit and store electronic information. In particular, we depend on our information technology infrastructure for business-to-business and business-to-consumer electronic commerce. Security breaches of this infrastructure, including physical or

electronic break-ins, computer viruses, attacks by hackers and similar breaches, can create system disruptions, shutdowns or unauthorized disclosure of confidential information, including non-public personal information and consumer data. Unauthorized access, including through use of fraudulent schemes such as "phishing" schemes, could jeopardize the security of information stored in our systems. In addition, malware or viruses could jeopardize the security of information stored or used in a user's computer. If we are unable to prevent such security or privacy breaches, our operations could be disrupted, or we may suffer loss of reputation, financial loss, lawsuits and other regulatory imposed restrictions and penalties because of lost or misappropriated information, including sensitive consumer data.

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

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

Our ten largest clients generated approximately ~~39.7%~~41% of our operating revenues for the quarter ended ~~March 31,~~June 30, 2017, and ~~one~~two of our largest clients generated ~~over~~approximately 14% and 10% of our revenue in the ~~first~~second quarter of 2017. We expect that a limited number of our clients will continue to represent a significant portion of our revenues for the foreseeable future,

and that our concentration of revenue with one or more clients may continue to be significant or increase. These clients face continued pressure in the current economic and regulatory climate. Many of our relationships with these clients are long-standing and are important to our future operating results, but there is no guarantee that we will be able to retain or renew existing agreements or maintain our relationships on acceptable terms or at all. In addition, in response to increased regulatory oversight, clients in the mortgage lending industry may have internal policies that require them to use multiple vendors or service providers, thereby causing a diversification of revenue among many vendors. Deterioration in or termination of any of these relationships, including through vendor diversification policies or merger or consolidation among our clients, could significantly reduce our revenue and could adversely affect our business, financial condition and results of operations. In addition, certain of our businesses have higher client concentration than our company as a whole. As a result, these businesses may be disproportionately affected by declining revenue from, or loss of, a significant client.


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

System interruptions may impair the delivery of our products and services, resulting in a loss of clients and a corresponding loss in revenue. Our technology infrastructure runs primarily in a private dedicated cloud-based environment hosted in NTT Data Corporation's ("NTT") technology center in Quincy, WA. We cannot be sure that certain systems interruptions or events beyond our control, including issues with NTT's technology center or our third-party network and infrastructure providers or in connection with our upgrading or replatforming key systems, will not interrupt or terminate the delivery of our products and services to our clients. These interruptions also may interfere with our suppliers' ability to provide necessary data to us and our employees' ability to attend to work and perform their responsibilities. Any of these possible outcomes could result in a loss of clients or a loss in revenue, which could have an adverse effect on our business or operations.


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

A significant portion of our revenue is generated from solutions we provide to the mortgage, consumer lending and real estate industries and, as a result, a weak economy or housing market or adverse changes in the interest rate environment may adversely affect our business. The volume of mortgage origination and residential real estate transactions is highly variable. Reductions in these transaction volumes could have a direct impact on certain portions of our revenues and may materially adversely affect our business, financial condition and results of operations. Moreover, negative economic conditions and/or increasing interest rate environments could affect the performance and financial condition of some of our clients in many of our businesses, which may lead to negative impacts on our revenue, earnings and liquidity in particular if these clients go bankrupt or otherwise exit certain businesses.


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

We have acquired and expect to continue to acquire, on an opportunistic basis, companies, businesses, products and services. These activities may increase our expenses, and the expected results, synergies and growth from these initiatives may not materialize as planned. While management believes that acquisitions will improve our competitiveness and profitability, no assurance can be given that acquisitions will be successful or accretive to earnings.

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

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

The markets for our products and services are intensely competitive. Our competitors vary in size and in the scope and breadth of the services they offer. We compete for existing and new clients against both third parties and the in-house capabilities of our clients. Many of our competitors have substantial resources. Some have widely-used technology platforms that they seek to use as a competitive advantage to drive sales of other products and services. In addition, we expect that the markets in which we compete will continue to attract new competitors and new technologies. These competitors and new technologies may be disruptive to our existing technology or service offerings, resulting in operating inefficiencies and increased competitive pressure. We cannot assure you that we will be able to compete successfully against current or future competitors. Any competitive pressures we face in the markets in which we operate could materially adversely affect our business, financial condition and results of operations.


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

Over the last few years, we have outsourced various business process and information technology services to third parties, including the outsourcing arrangements we entered into with a subsidiary of Cognizant Technology Solutions and the technology infrastructure management services agreement we entered into with NTT. Although we have service-level arrangements with our providers, we do not ultimately control their performance, which may make our operations vulnerable to their performance failures. In addition, the failure to adequately monitor and regulate the performance of our third-party vendors could subject us to additional risk. Reliance on third parties also makes us vulnerable to changes in the vendors' business, financial condition and other matters outside of our control, including their violations of laws or regulations which could increase our exposure to liability or otherwise increase the costs associated with the operation of our business. The failure of our outsourcing partners to perform as expected or as contractually required could result in significant disruptions and costs to our operations and to the services we provide to our clients, which could materially and adversely affect our business, client relationships, financial condition, operating results and cash flow.


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

Over the last few years, we have reduced our costs by utilizing lower-cost labor outside the U.S. in countries such as India and the Philippines through outsourcing arrangements. It is likely that the countries where our outsourcing vendors are located may be subject to higher degrees of political and social instability than the U.S. and may lack the infrastructure to withstand political unrest or natural disasters. Such disruptions could impact our ability to deliver our products and services on a timely basis, if at all, and to a lesser extent could decrease efficiency and increase our costs. Fluctuations of the U.S. dollar in relation to the currencies used and higher inflation rates experienced in these countries may also reduce the savings we planned to achieve. Furthermore, the practice of utilizing labor based in foreign countries has come under increased scrutiny in the U.S. and, as a result, many of our clients may require us to use labor based in the U.S. We may not be able to pass on the increased

costs of higher-priced U.S.-based labor to our clients, which ultimately could have an adverse effect on our results of operations.

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


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

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

rights of others. Such litigation could be time-consuming, result in substantial costs and diversion of resources and could harm our business, financial condition, results of operations and cash flows.


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

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

be expensive and time-consuming to defend;

cause us to cease making, licensing or using applications that incorporate the challenged intellectual property;

require us to redesign our applications, if feasible;

divert management's attention and resources; and

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


14.	Our level of indebtedness could adversely affect our financial condition and prevent us from complying with our covenants and obligations under our outstanding debt instruments. Further, the instruments governing our indebtedness subject us to various restrictions that could limit our operating flexibility.

As of ~~March 31,~~June 30, 2017, our total debt was approximately ~~$1.6~~$1.7 billion, and we had unused commitments of approximately ~~$248.0~~$178.0 million under our Revolving Facility. In July 2016, we completed $525.0 million of incremental term loan borrowings through an amendment to our Credit Agreement. A portion of the proceeds of the new borrowings were used to complete the redemption of all outstanding balances under our outstanding senior notes due June 2021 plus accrued and unpaid interest for approximately $411.0 million. The remaining portion of the proceeds were utilized to reduce our outstanding balance within the Revolving Facility.

Subject to the limitations contained in the Credit Agreement governing our credit facilities and our other debt instruments, we may incur additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other general corporate purposes. If we do so, the risks related to our level of debt could increase. Specifically, our level of debt could have important consequences to us, including increasing our vulnerability to adverse economic and industry conditions and compromising our flexibility to capitalize our business opportunities and to plan for, or react to, competitive pressures and changes in our business or market conditions.

The Credit Agreement governing our credit facilities imposes operating and financial restrictions on our activities. These restrictions include the financial covenants in our credit facilities which require ongoing compliance with certain

financial tests and ratios, including a minimum interest coverage ratio and maximum leverage ratio, and could limit or prohibit our ability to, among other things:

create, incur or assume additional debt;

create, incur or assume certain liens;

redeem and/or prepay certain subordinated debt we might issue in the future;

pay dividends on our stock or repurchase stock;

make certain investments and acquisitions, including joint ventures;

enter into or permit to exist contractual limits on the ability of our subsidiaries to pay dividends to us;

enter into new lines of business;

engage in consolidations, mergers and acquisitions;

engage in specified sales of assets; and

enter into transactions with affiliates.

These restrictions on our ability to operate our business could impact our business by, among other things, limiting our ability to take advantage of financing, merger and acquisition or other corporate opportunities that might otherwise be beneficial to us. Our failure to comply with these restrictions could result in an event of default which, if not cured or waived, could result in the acceleration of substantially all our debt.

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

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


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

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


17.	We have substantial investments in recorded goodwill as a result of prior acquisitions and an impairment of these investments would require a write-down that would reduce our net income.

Goodwill is assessed for impairment annually or sooner if circumstances indicate a possible impairment. Factors that could lead to impairment of goodwill include significant underperformance relative to historical or projected future operating results, a significant decline in our stock price and market capitalization and negative industry or economic trends. In the event that the book value of goodwill is impaired, any such impairment would be charged to earnings in the period of impairment. In the event of significant volatility in the capital markets or a worsening of current economic conditions, we may be required to record an impairment charge, which would negatively impact our results of operations. Possible future impairment of goodwill may have a material adverse effect on our business, financial condition and results of operations.

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

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


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

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


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

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

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

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


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

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

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

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

Unregistered Sales of Equity Securities

During the quarter ended ~~March 31,~~June 30, 2017, we did not issue any unregistered shares of our common stock.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

On October 27, 2016, the Board of Directors canceled all prior repurchase authorizations and established a new share repurchase authorization of up to $500.0 million. The new share repurchase authorization replaces the unused portion of our previous share repurchase authorization, which was announced in July 2015. As of ~~March 31,~~June 30, 2017, we had ~~$398.1~~$377.0 million in value of shares remaining that could be purchased in the future under the current authorization. The stock repurchase authorization has no expiration date and repurchases may be made in the open market, in privately negotiated transactions or under a Rule 10b5-1 plan.

Under our Credit Agreement, our stock repurchase capacity is restricted to $150.0 million per fiscal year, with the ability to undertake an additional amount of repurchases in such fiscal year provided that, on a pro forma basis after giving effect to the stock repurchase, our total leverage ratio does not exceed 3.5 to 1.0. While we continue to preserve the capacity to execute share repurchases under our existing share repurchase authorization, going forward we will strive to pursue a balanced approach to capital allocation and will consider the repurchase of shares of our common shares, the retirement of outstanding debt and the pursuit of strategic acquisitions on an opportunistic basis.

The following table summarizes our share repurchase activity during the quarter ended June 30, 2017. All of our share repurchases were made pursuant to our existing share repurchase authorization.


Issuer Purchases of Equity Securities	Issuer Purchases of Equity Securities						Issuer Purchases of Equity Securities
		(a)		(b)				(a)		(b)
Period	Total Number of Shares Purchased	Average Price Paid per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs		Total Number of Shares Purchased	Average Price Paid per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
January 1 to January 31, 2017	—	$	—	—	$	417,957,502
February 1 to February 28, 2017	75,000	$	39.21	75,000	$	415,016,752
March 1 to March 31, 2017	425,000	$	39.76	425,000	$	398,120,501
April 1 to April 30, 2017							25,000	$	42.72	25,000	$	397,048,983
May 1 to May 31, 2017							299,666	$	41.85	299,666	$	384,507,961
June 1 to June 30, 2017							175,335	$	42.79	175,335	$	377,007,595
Total	500,000	$	39.68	500,000			500,001	$	42.22	500,001

(1) Calculated inclusive of commissions.

Item 3. Defaults upon Senior Securities. None.

Item 4. Mine Safety Disclosures. Not applicable.

Item 5. Other Information. None.

Item 6. Exhibits.

See Exhibit Index.

SIGNATURES

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



		CoreLogic, Inc.
		(Registrant)

		By: /s/ Frank Martell
		Frank 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:	~~April~~July 26, 2017

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. Amended~~Assignment and ~~Restated Deferred Compensation Plan (originally~~Amendment No. 2 to the Master Professional Services Agreement entered into effective as of ~~June 1, 2010~~May 12, 2017 between CoreLogic Real Estate Solutions, LLC and ~~amended~~Cognizant Technology Solutions U.S. Corporation and ~~restated~~Cognizant Worldwide Limitedü

10.2		Employment Agreement, effective as of ~~January 1,~~March 6, 2017, between CoreLogic, Inc. and Frank Martell (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on May 19, 2017)*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.

3842



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



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



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



Part I:	Financial Information	1

Item 1.	Financial Statements (unaudited)

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

	B. Condensed Consolidated Statements of Operations for the three and six months ended ~~March 31,~~June 30, 2017 and 2016	2

	C. Condensed Consolidated Statements of Comprehensive Income for the three and six months ended ~~March 31,~~June 30, 2017 and 2016	3

	D. Condensed Consolidated Statements of Cash Flows for the ~~three~~six months ended ~~March 31,~~June 30, 2017 and 2016	4

	E. Condensed Consolidated Statement of Stockholder's Equity for the ~~three~~six months ended ~~March 31,~~June 30, 2017	5

	F. Notes to Condensed Consolidated Financial Statements	6

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

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2731

Item 4.	Controls and Procedures	2831

Part II:	Other Information	2831

Item 1.	Legal Proceedings	2831

Item 1A.	Risk Factors	2832

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3539

Item 3.	Defaults upon Senior Securities	3539

Item 4.	Mine Safety Disclosures	3539

Item 5.	Other Information	3639

Item 6.	Exhibits	3639


(in thousands, except par value)	March 31,			December 31,			June 30,			December 31,
Assets	2017			2016			2017			2016
Current assets:
Cash and cash equivalents	$	102,932		$	72,031		$	89,422		$	72,031
Accounts receivable (less allowance for doubtful accounts of $7,946 and $8,857 as of March 31, 2017 and December 31, 2016, respectively)	258,080			269,229
Accounts receivable (less allowance for doubtful accounts of $7,913 and $8,857 as of June 30, 2017 and December 31, 2016, respectively)							270,636			269,229
Prepaid expenses and other current assets	38,108			43,060			51,849			43,060
Income tax receivable	9,646			6,905			20,971			6,905
Assets of discontinued operations	5,067			662			806			662
Total current assets	413,833			391,887			433,684			391,887
Property and equipment, net	440,395			449,199			433,393			449,199
Goodwill, net	2,115,619			2,107,255			2,112,692			2,107,255
Other intangible assets, net	466,133			478,913			453,171			478,913
Capitalized data and database costs, net	330,935			327,921			331,803			327,921
Investment in affiliates, net	39,638			40,809			103,460			40,809
Deferred income tax assets, long-term	1,398			1,516			1,382			1,516
Restricted cash	17,423			17,943			17,435			17,943
Other assets	94,229			92,091			90,084			92,091
Total assets	$	3,919,603		$	3,907,534		$	3,977,104		$	3,907,534
Liabilities and Equity
Current liabilities:
Accounts payable and accrued expenses	$	186,155		$	168,284		$	144,902		$	168,284
Accrued salaries and benefits	81,732			107,234			61,453			107,234
Deferred revenue, current	294,845			284,622			298,138			284,622
Current portion of long-term debt	122,634			105,158			140,018			105,158
Liabilities of discontinued operations	3,026			3,123			1,982			3,123
Total current liabilities	688,392			668,421			646,493			668,421
Long-term debt, net of current	1,463,938			1,496,889			1,501,048			1,496,889
Deferred revenue, net of current	492,358			487,134			498,292			487,134
Deferred income tax liabilities, long term	129,738			120,063			123,106			120,063
Other liabilities	129,325			132,043			157,522			132,043
Total liabilities	2,903,751			2,904,550			2,926,461			2,904,550

Stockholders' equity:
Preferred stock, $0.00001 par value; 500 shares authorized, no shares issued or outstanding	—			—			—			—
Common stock, $0.00001 par value; 180,000 shares authorized; 84,630 and 84,368 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively	1			1
Common stock, $0.00001 par value; 180,000 shares authorized; 84,303 and 84,368 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively							1			1
Additional paid-in capital	382,910			400,452			371,525			400,452
Retained earnings	740,387			724,949			781,647			724,949
Accumulated other comprehensive loss	(107,446		)	(122,418		)	(102,530		)	(122,418		)
Total stockholders' equity	1,015,852			1,002,984			1,050,643			1,002,984
Total liabilities and equity	$	3,919,603		$	3,907,534		$	3,977,104		$	3,907,534


	For the Three Months Ended						For the Three Months Ended						For the Six Months Ended
	March 31,						June 30,						June 30,
(in thousands, except per share amounts)	2017			2016			2017			2016			2017			2016
Operating revenues	$	439,851		$	453,543		$	473,978		$	500,204		$	913,829		$	953,747
Cost of services (excluding depreciation and amortization shown below)	251,966			245,377			249,162			264,731			501,128			510,110
Selling, general and administrative expenses	111,850			110,297			103,552			115,784			215,400			226,081
Depreciation and amortization	43,472			39,644			42,871			43,291			86,343			82,935
Total operating expenses	407,288			395,318			395,585			423,806			802,871			819,126
Operating income	32,563			58,225			78,393			76,398			110,958			134,621
Interest expense:
Interest income	338			627			592			557			930			1,186
Interest expense	14,131			14,924			14,535			19,030			28,666			33,954
Total interest expense, net	(13,793		)	(14,297		)	(13,943		)	(18,473		)	(27,736		)	(32,768		)
Gain/(loss) on investments and other, net	935			(521		)
Income from continuing operations before equity in losses of affiliates and income taxes	19,705			43,407
(Loss)/gain on investments and other, net							(4,353		)	2,704			(3,418		)	2,184
Income from continuing operations before equity in (losses)/earnings of affiliates and income taxes							60,097			60,629			79,804			104,037
Provision for income taxes	6,274			15,779			18,635			20,283			24,909			36,062
Income from continuing operations before equity in losses of affiliates	13,431			27,628
Equity in losses of affiliates, net of tax	(723		)	(90		)
Income from continuing operations before equity in (losses)/earnings of affiliates							41,462			40,346			54,895			67,975
Equity in (losses)/earnings of affiliates, net of tax							(280		)	78			(1,004		)	(11		)
Net income from continuing operations	12,708			27,538			41,182			40,424			53,891			67,964
Gain/(loss) from discontinued operations, net of tax	2,417			(58		)	78			(4		)	2,495			(62		)
Gain from sale of discontinued operations, net of tax	313			—			—			—			312			—
Net income	$	15,438		$	27,480		$	41,260		$	40,420		$	56,698		$	67,902
Basic income per share:
Net income from continuing operations	$	0.15		$	0.31		$	0.49		$	0.46		$	0.64		$	0.77
Gain/(loss) from discontinued operations, net of tax	0.03			—			—			—			0.03			—
Gain from sale of discontinued operations, net of tax	—			—			—			—			—			—
Net income	$	0.18		$	0.31		$	0.49		$	0.46		$	0.67		$	0.77
Diluted income per share:
Net income from continuing operations	$	0.15		$	0.31		$	0.48		$	0.45		$	0.63		$	0.76
Gain/(loss) from discontinued operations, net of tax	0.03			—			—			—			0.03			—
Gain from sale of discontinued operations, net of tax	—			—			—			—			—			—
Net income	$	0.18		$	0.31		$	0.48		$	0.45		$	0.66		$	0.76
Weighted-average common shares outstanding:
Basic	84,432			88,310			84,548			88,572			84,490			88,441
Diluted	86,341			89,919			86,097			89,968			86,224			89,947


(in thousands)	Common Stock Shares		Common Stock Amount		Additional Paid-in Capital			Retained Earnings		Accumulated Other Comprehensive Loss			Total			Common Stock Shares		Common Stock Amount		Additional Paid-in Capital			Retained Earnings		Accumulated Other Comprehensive Loss			Total
Balance as of December 31, 2016	84,368		$	1	$	400,452		$	724,949	$	(122,418	)	$	1,002,984		84,368		$	1	$	400,452		$	724,949	$	(122,418	)	$	1,002,984
Net income	—		—		—			15,438		—			15,438			—		—		—			56,698		—			56,698
Shares issued in connection with share-based compensation	762		—		2,390			—		—			2,390			935		—		4,504			—		—			4,504
Payment of tax withholdings related to net share settlements	—		—		(12,262		)	—		—			(12,262		)	—		—		(13,420		)	—		—			(13,420		)
Share-based compensation	—		—		12,167			—		—			12,167			—		—		20,939			—		—			20,939
Shares repurchased and retired	(500	)	—		(19,837		)	—		—			(19,837		)	(1,000	)	—		(40,950		)	—		—			(40,950		)
Other comprehensive income	—		—		—			—		14,972			14,972			—		—		—			—		19,888			19,888
Balance as of March 31, 2017	84,630		$	1	$	382,910		$	740,387	$	(107,446	)	$	1,015,852
Balance as of June 30, 2017																84,303		$	1	$	371,525		$	781,647	$	(102,530	)	$	1,050,643


(in thousands)	PI			RMW			Consolidated			PI			RMW			Consolidated
Balance as of January 1, 2017
Goodwill	$	1,189,388		$	925,392		$	2,114,780		$	1,189,388		$	925,392		$	2,114,780
Accumulated impairment losses	(600		)	(6,925		)	(7,525		)	(600		)	(6,925		)	(7,525		)
Goodwill, net	1,188,788			918,467			2,107,255			1,188,788			918,467			2,107,255
Acquisitions										(5,681		)	—			(5,681		)
Translation adjustments	8,364			—			8,364			11,118			—			11,118
Balance as of March 31, 2017
Balance as of June 30, 2017
Goodwill, net	$	1,197,152		$	918,467		$	2,115,619		$	1,194,225		$	918,467		$	2,112,692


	March 31, 2017							December 31, 2016							June 30, 2017							December 31, 2016
(in thousands)	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Client lists	$	639,479	$	(269,514	)	$	369,965	$	637,053	$	(257,787	)	$	379,266	$	643,645	$	(280,449	)	$	363,196	$	637,053	$	(257,787	)	$	379,266
Non-compete agreements	28,108		(12,233		)	15,875		28,106		(11,136		)	16,970		28,112		(13,332		)	14,780		28,106		(11,136		)	16,970
Trade names and licenses	121,626		(41,333		)	80,293		121,086		(38,409		)	82,677		118,854		(43,659		)	75,195		121,086		(38,409		)	82,677
	$	789,213	$	(323,080	)	$	466,133	$	786,245	$	(307,332	)	$	478,913	$	790,611	$	(337,440	)	$	453,171	$	786,245	$	(307,332	)	$	478,913



(in thousands)
Remainder of 2017	$	27,890
2018	55,119
2019	52,692
2020	50,490
2021	47,342
Thereafter	219,638
	$	453,171



(in thousands)
Remainder of 2017	$	41,923
2018	55,215
2019	52,680
2020	50,950
2021	46,994
Thereafter	218,371
	$	466,133


	Fair Value Measurements Using								Fair Value Measurements Using
(in thousands)	Level 1		Level 2		Level 3		Fair Value		Level 1		Level 2		Level 3		Fair Value
Financial Assets:
Cash and cash equivalents	$	102,932	$	—	$	—	$	102,932	$	89,422	$	—	$	—	$	89,422
Restricted cash	—		17,423		—		17,423		—		17,435		—		17,435
Call option									—		—		4,628		4,628
Total Financial Assets	$	102,932	$	17,423	$	—	$	120,355	$	89,422	$	17,435	$	4,628	$	111,485

Financial Liabilities:
Total debt	$	—	$	1,605,794	$	—	$	1,605,794	$	—	$	1,659,268	$	—	$	1,659,268

Derivatives:
Asset for interest rate swap agreements	$	—	$	6,479	$	—	$	6,479
Liability for interest rate swap agreements	$	—	$	893	$	—	$	893
Swaps:
Asset for swap									$	—	$	6,268	$	—	$	6,268
Liability for swap									$	—	$	601	$	—	$	601


	Number of		Weighted-Average Grant-Date		Number of		Weighted-Average Grant-Date
(in thousands, except weighted-average fair value prices)	Shares		Fair Value		Shares		Fair Value
Unvested RSUs outstanding at December 31, 2016	1,555		$	34.14	1,555		$	34.14
RSUs granted	607		$	39.58	647		$	39.76
RSUs vested	(709	)	$	33.75	(840	)	$	34.24
RSUs forfeited	(17	)	$	34.60	(40	)	$	35.60
Unvested RSUs outstanding at March 31, 2017	1,436		$	36.62
Unvested RSUs outstanding at June 30, 2017					1,322		$	36.97


	For the Three Months Ended March 31,				For the Six Months Ended June 30,
	2017		2016		2017		2016

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


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


(in thousands)	2017			2016			2017			2016
Land	$	7,476		$	7,476		$	7,476		$	7,476
Buildings	6,506			6,293			6,487			6,293
Furniture and equipment	81,301			82,195			63,881			61,582
Capitalized software	874,702			866,398			884,880			866,398
Leasehold improvements	23,209			29,420			40,847			29,420
Construction in progress							1,322			20,613
	993,194			991,782			1,004,893			991,782
Less accumulated depreciation	(552,799		)	(542,583		)	(571,500		)	(542,583		)
Property and equipment, net	$	440,395		$	449,199		$	433,393		$	449,199


(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, 2016	1,504		$	21.22				1,504		$	21.22
Options exercised	(181	)	$	25.20				(195	)	$	24.84
Options outstanding at March 31, 2017	1,323		$	20.67	3.2	$	26,529
Options vested and expected to vest at March 31, 2017	1,323		$	20.68	3.2	$	26,529
Options exercisable at March 31, 2017	1,322		$	20.67	3.2	$	26,519
Options outstanding at June 30, 2017								1,309		$	20.68	3.0	$	29,724
Options vested and expected to vest at June 30, 2017								1,309		$	20.68	3.0	$	29,724
Options exercisable at June 30, 2017								1,309		$	20.68	3.0	$	29,724


(in thousands)	As of			As of			As of			As of
Assets	March 31, 2017			December 31, 2016			June 30, 2017			December 31, 2016
PI	$	2,429,392		$	2,429,167		$	2,495,243		$	2,429,167
RMW	1,310,332			1,328,008			1,314,728			1,328,008
Corporate	5,600,913			5,575,846			5,592,302			5,575,846
Eliminations	(5,426,101		)	(5,426,149		)	(5,425,975		)	(5,426,149		)
Consolidated (excluding assets of discontinued operations)	$	3,914,536		$	3,906,872		$	3,976,298		$	3,906,872


(in thousands, except percentages)	2017			2016			$ Change			% Change		2017			2016			$ Change			% Change
PI	$	227,417		$	241,439		$	(14,022	)	(5.8	)%	$	251,124		$	276,681		$	(25,557	)	(9.2	)%
RMW	214,104			215,019			(915		)	(0.4	)	224,773			226,240			(1,467		)	(0.6	)
Corporate and eliminations	(1,670		)	(2,915		)	1,245			(42.7	)	(1,919		)	(2,717		)	798			(29.4	)
Operating revenues	$	439,851		$	453,543		$	(13,692	)	(3.0	)%	$	473,978		$	500,204		$	(26,226	)	(5.2	)%


(2)	The expected volatility and average total stockholder return are measures of the amount by which a stock price has fluctuated or is expected to fluctuate based primarily on our and our peers' historical data.


(in thousands)
As of March 31, 2017	PI		RMW			ELI		AMPS		Total
As of June 30, 2017												PI		RMW			ELI		AMPS		Total
Deferred income tax asset and other current assets	$	325	$	(231	)	$	205	$	4,768	$	5,067	$	325	$	(231	)	$	144	$	568	$	806

Accounts payable, accrued expenses and other current liabilities	$	220	$	166		$	287	$	2,353	$	3,026	$	80	$	166		$	76	$	1,660	$	1,982

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

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



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

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


(in thousands)
For the Three Months Ended March 31, 2017	PI		RMW		ELI			AMPS			Total
For the Six Months Ended June 30, 2017														PI		RMW			ELI			AMPS			Total
Operating revenue	$	—	$	—	$	—		$	—		$	—		$	—	$	—		$	—		$	—		$	—
(Loss)/gain from discontinued operations before income taxes	—		—		(121		)	4,035			3,914
Income tax (benefit)/expense	—		—		(46		)	1,543			1,497
Gain from discontinued operations, net of tax	$	—	$	—	$	(75	)	$	2,492		$	2,417
Gain/(loss) from discontinued operations before income taxes														138		—			(253		)	4,155			4,040
Income tax expense/(benefit)														53		—			(97		)	1,589			1,545
Gain/(loss) from discontinued operations, net of tax														$	85	$	—		$	(156	)	$	2,566		$	2,495

For the Three Months Ended March 31, 2016
For the Six Months Ended June 30, 2016
Operating revenue	$	—	$	—	$	—		$	—		$	—		$	—	$	—		$	—		$	—		$	—
Loss from discontinued operations before income taxes	—		—		—			(94		)	(94		)	—		(4		)	—			(95		)	(99		)
Income tax benefit	—		—		—			(36		)	(36		)	—		(1		)	—			(36		)	(37		)
Loss from discontinued operations, net of tax	$	—	$	—	$	—		$	(58	)	$	(58	)	$	—	$	(3	)	$	—		$	(59	)	$	(62	)