UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September 30, 2019~~March 31, 2020

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

For the transition period from to

Commission file number 001-13585

CORELOGIC, INC.

(Exact name of registrant as specified in its charter)



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



40 Pacifica	Irvine	California	92618
(Street Address)	(City)	(State)	(Zip Code)

(949) 214-1000

(Registrant’s telephone number, including area code)

Not Applicable

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

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



Title of each class:	Trading symbol(s)	Name of exchange on which registered
Common Stock, $0.00001 par value	CLGX	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

Yes ☒ No ☐

Indicate by check mark whether the registrant: is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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

Yes ☐ No ☒

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

On ~~October 21, 2019~~April 28, 2020 there were ~~79,518,536~~79,411,399 shares of common stock outstanding.

CoreLogic, Inc.

Table of Contents



Part I:	Financial Information	1

Item 1.	Financial Statements (unaudited)

	A. Condensed Consolidated Balance Sheets as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019	1

	B. Condensed Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~	2

	C. Condensed Consolidated Statements of Comprehensive Income for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~	3

	D. Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~	4

	E. Condensed Consolidated Statement of Stockholders' Equity for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~	5

	F. Notes to Condensed Consolidated Financial Statements	76

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3124

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4032

Item 4.	Controls and Procedures	4032

Part II:	Other Information	4133

Item 1.	Legal Proceedings	4133

Item 1A.	Risk Factors	4133

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4234

Item 6.	Exhibits	4335

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements.

CoreLogic, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)


(in thousands, except par value)	September 30,			December 31,			March 31,			December 31,
Assets	2019			2018			2020			2019
Current assets:
Cash and cash equivalents	$	88,238		$	85,271		$	152,822		$	105,185
Accounts receivable (less allowance for doubtful accounts of $7,394 and $5,742 as of September 30, 2019 and December 31, 2018, respectively)	273,021			242,814
Accounts receivable (less allowance for credit losses of $7,236 and $7,161 as of March 31, 2020 and December 31, 2019, respectively)							285,528			281,392
Prepaid expenses and other current assets	60,328			50,136			54,453			59,972
Income tax receivable	2,673			25,299
Total current assets	424,260			403,520			492,803			446,549
Property and equipment, net	446,057			456,497			443,998			451,021
Operating lease assets	65,302			—			61,754			65,825
Goodwill, net	2,392,972			2,391,954			2,381,309			2,396,096
Other intangible assets, net	391,994			468,405			364,425			378,818
Capitalized data and database costs, net	323,777			324,049			320,226			327,078
Investment in affiliates, net	18,575			22,429			11,339			16,666
Other assets	75,518			102,136			71,753			76,604
Total assets	$	4,138,455		$	4,168,990		$	4,147,607		$	4,158,657
Liabilities and Equity
Current liabilities:
Accounts payable and other accrued expenses	$	179,740		$	166,258		$	174,007		$	173,989
Accrued salaries and benefits	80,570			84,940			66,643			86,598
Contract liabilities, current	314,847			308,959			341,068			321,647
Current portion of long-term debt	68,247			26,935			77,724			56,022
Operating lease liabilities, current	16,839			—			17,532			18,058
Total current liabilities	660,243			587,092			676,974			656,314
Long-term debt, net of current	1,636,272			1,752,241			1,589,507			1,610,538
Contract liabilities, net of current	539,037			524,069			568,964			563,246
Deferred income tax liabilities	100,229			124,968			85,008			110,396
Operating lease liabilities, net of current	85,844			—			80,301			85,139
Other liabilities	183,969			180,122			219,855			181,814
Total liabilities	3,205,594			3,168,492			3,220,609			3,207,447

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; 79,519 and 80,092 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively	1			1
Common stock, $0.00001 par value; 180,000 shares authorized; 79,411 and 78,972 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively							1			1
Additional paid-in capital	124,872			160,870			111,481			111,000
Retained earnings	994,673			975,375			1,057,692			1,006,992
Accumulated other comprehensive loss	(186,685		)	(135,748		)	(242,176		)	(166,783		)
Total stockholders' equity	932,861			1,000,498			926,998			951,210
Total liabilities and equity	$	4,138,455		$	4,168,990		$	4,147,607		$	4,158,657

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 Nine Months Ended						For the Three Months Ended March 31,
	September 30,						September 30,						For the Three Months Ended March 31,
(in thousands, except per share amounts)	2019			2018			2019			2018			2020			2019
Operating revenues	$	458,957		$	451,768		$	1,336,203		$	1,385,069		$	443,885		$	417,708
Cost of services (excluding depreciation and amortization shown below)	228,186			230,419			674,457			709,154			215,565			219,061
Selling, general and administrative expenses	111,276			113,075			362,298			340,049			114,406			128,224
Depreciation and amortization	45,717			48,461			142,042			141,948			46,843			49,219
Impairment loss	78			33			47,912			82
Total operating expenses	385,257			391,988			1,226,709			1,191,233			376,814			396,504
Operating income	73,700			59,780			109,494			193,836			67,071			21,204
Interest expense:
Interest income	349			299			1,728			1,053			414			978
Interest expense	19,852			19,382			59,137			56,061			18,193			19,703
Total interest expense, net	(19,503		)	(19,083		)	(57,409		)	(55,008		)	(17,779		)	(18,725		)
Gain/(loss) on investments and other, net	224			2,835			(1,926		)	5,124
Tax indemnification release	—			—			(13,394		)	—
(Loss)/gain on investments and other, net													(3,047		)	734
Income from continuing operations before equity in earnings/(losses) of affiliates and income taxes	54,421			43,532			36,765			143,952			46,245			3,213
Provision for income taxes	14,481			20,836			508			37,432			12,951			1,058
Income from continuing operations before equity in earnings/(losses) of affiliates	39,940			22,696			36,257			106,520			33,294			2,155
Equity in earnings/(losses) of affiliates, net of tax	605			(161		)	497			2,909			512			(422		)
Net income from continuing operations	40,545			22,535			36,754			109,429			33,806			1,733
Loss from discontinued operations, net of tax	(17,362		)	(84		)	(17,456		)	(175		)
Income/(loss) from discontinued operations, net of tax													13			(46		)
Net income	$	23,183		$	22,451		$	19,298		$	109,254		$	33,819		$	1,687

Basic income per share:
Net income from continuing operations	$	0.51		$	0.28		$	0.46		$	1.35		$	0.43		$	0.02
Loss from discontinued operations, net of tax	(0.22		)	—			(0.22		)	—
Income/(loss) from discontinued operations, net of tax													—			—
Net income	$	0.29		$	0.28		$	0.24		$	1.35		$	0.43		$	0.02
Diluted income per share:
Net income from continuing operations	$	0.50		$	0.27		$	0.45		$	1.33		$	0.42		$	0.02
Loss from discontinued operations, net of tax	(0.21		)	—			(0.21		)	—
Income/(loss) from discontinued operations, net of tax													—			—
Net income	$	0.29		$	0.27		$	0.24		$	1.33		$	0.42		$	0.02
Weighted-average common shares outstanding:
Basic	79,761			80,680			80,138			81,073			79,028			80,179
Diluted	80,914			82,017			81,205			82,528			80,525			81,277

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 Nine Months Ended						For the Three Months Ended March 31,
	September 30,						September 30,
(in thousands)	2019			2018			2019			2018			2020			2019
Net income	$	23,183		$	22,451		$	19,298		$	109,254		$	33,819		$	1,687
Other comprehensive loss
Adoption of new accounting standards	—			—			—			408
Market value adjustments on interest rate swaps, net of tax	(8,121		)	2,532			(41,415		)	10,770			(36,890		)	(12,206		)
Reclassification adjustment for gain on terminated interest rate swap included in net income	—			—			(67		)	—
Foreign currency translation adjustments	(13,529		)	(6,129		)	(9,007		)	(23,729		)	(38,690		)	5,342
Supplemental benefit plans adjustments, net of tax	(149		)	(124		)	(448		)	(371		)	187			(149		)
Total other comprehensive loss	(21,799		)	(3,721		)	(50,937		)	(12,922		)	(75,393		)	(7,013		)
Comprehensive income/(loss)	$	1,384		$	18,730		$	(31,639	)	$	96,332
Comprehensive loss													$	(41,574	)	$	(5,326	)

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

CoreLogic, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

For the Nine Months Ended

September 30,
(in thousands) 2019
2018
Cash flows from operating activities:

Net income $ 19,298

$ 109,254
Less: Loss from discontinued operations, net of tax (17,456 )
(175 )
Net income from continuing operations 36,754

109,429
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:

Depreciation and amortization 142,042

141,948
Amortization of debt issuance costs 3,836

4,103
Amortization of operating lease assets 11,675
—
Impairment loss 47,912

82
Provision for bad debt and claim losses 11,546

11,113
Share-based compensation 26,863

29,574
Equity in earnings of affiliates, net of taxes (497 )
(2,909 )
Gain on sale of property and equipment (3 )
(19 )
Loss on early extinguishment of debt 1,453

—
Deferred income tax (10,642 )
10,279
Loss/(gain) on investments and other, net 473

(5,124 )
Tax indemnification release 13,394
—
Change in operating assets and liabilities, net of acquisitions:

Accounts receivable (33,071 )
2,619
Prepaid expenses and other current assets (7,132 )
(7,617 )
Accounts payable and other accrued expenses (18,023 )
(22,037 )
Contract liabilities 19,629

(18,406 )
Income taxes 31,239

7,847
Dividends received from investments in affiliates —

775
Other assets and other liabilities (29,208 )
(9,353 )
Net cash provided by operating activities - continuing operations 248,240

252,304
Net cash used in operating activities - discontinued operations (1,148 )
(4 )
Total cash provided by operating activities $ 247,092

$ 252,300
Cash flows from investing activities:

Purchases of property and equipment $ (63,196 )
$ (41,020 )
Purchases of capitalized data and other intangible assets (29,443 )
(25,013 )
Cash paid for acquisitions, net of cash acquired (13,280 )
(140,977 )
Purchases of investments (658 )
—
Cash received from sale of business-lines 4,109
3,245
Proceeds from sale of property and equipment 3

198
Proceeds from investments 5,591

980
Net cash used in investing activities - continuing operations (96,874 )
(202,587 )
Net cash provided by investing activities - discontinued operations —

—
Total cash used in investing activities $ (96,874 )
$ (202,587 )
Cash flows from financing activities:

Proceeds from long-term debt $ 1,770,000

$ 120,095
Debt issuance costs (9,621 )
—
Repayment of long-term debt (1,844,155 )
(114,626 )
Proceeds from issuance of shares in connection with share-based compensation 8,391

19,585
Payment of tax withholdings related to net share settlements (9,645 )
(12,623 )
Shares repurchased and retired (61,607 )
(87,028 )
Contingent consideration payments subsequent to acquisitions (612 ) —
Net cash used in financing activities - continuing operations (147,249 )
(74,597 )
Net cash provided by financing activities - discontinued operations —

—
Total cash used in financing activities $ (147,249 )
$ (74,597 )
Effect of exchange rate on cash, cash equivalents and restricted cash 637

2,039
Net change in cash, cash equivalents and restricted cash 3,606

(22,845 )
Cash, cash equivalents and restricted cash at beginning of period 98,250

132,154
Less: Change in cash, cash equivalents and restricted cash - discontinued operations (1,148 )
(4 )
Plus: Cash swept from discontinued operations (1,148 )
(4 )
Cash, cash equivalents and restricted cash at end of period $ 101,856

$ 109,309

Supplemental disclosures of cash flow information:
Cash paid for interest $ 53,202
$ 50,108
Cash paid for income taxes $ 11,558
$ 25,406
Cash refunds from income taxes $ 16,812
$ 3,271
Non-cash investing activities:
Capital expenditures included in accounts payable and other accrued expenses $ 11,286
$ 16,911

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

~~CoreLogic, Inc.~~

~~Condensed Consolidated Statement of Stockholders' Equity (Quarter-to-Date)~~

~~(Unaudited)~~

Common Stock Shares Common Stock Amount Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total
(in thousands)
For the Three Months Ended September 30, 2019
Balance as of June 30, 2019 80,133
$ 1
$ 146,887
$ 971,490
$ (164,886 ) $ 953,492
Net income —
—
—
23,183
—
23,183
Shares issued in connection with share-based compensation 86
—
1,832
—
—
1,832
Payment of tax withholdings related to net share settlements —
—
(378 ) —
—
(378 )
Share-based compensation —
—
9,108
—
—
9,108
Shares repurchased and retired (700 ) —
(32,577 ) —
—
(32,577 )
Other comprehensive loss —
—
—
—
(21,799 ) (21,799 )
Balance as of September 30, 2019 79,519
$ 1
$ 124,872
$ 994,673
$ (186,685 ) $ 932,861

For the Three Months Ended September 30, 2018
Balance as of June 30, 2018 80,944
$ 1
$ 186,816
$ 940,314
$ (102,892 ) $ 1,024,239
Net income —
—
—
22,451
—
22,451
Shares issued in connection with share-based compensation 97
—
2,019
—
—
2,019
Payment of tax withholdings related to net share settlements —
—
(941 ) —
—
(941 )
Share-based compensation —
—
9,775
—
—
9,775
Shares repurchased and retired (479 ) —
(23,706 ) —
—
(23,706 )
Other comprehensive loss —
—
—
—
(3,721 ) (3,721 )
Balance as of September 30, 2018 80,562
$ 1
$ 173,963
$ 962,765
$ (106,613 ) $ 1,030,116



	For the Three Months Ended March 31,
	For the Three Months Ended March 31,
(in thousands)	2020			2019
Cash flows from operating activities:
Net income	$	33,819		$	1,687
Less: Income/(loss) from discontinued operations, net of tax	13			(46		)
Net income from continuing operations	33,806			1,733
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:
Depreciation and amortization	46,843			49,219
Amortization of debt issuance costs	1,235			1,302
Amortization of operating lease assets	3,656			4,036
Provision for bad debt and claim losses	3,362			3,788
Share-based compensation	8,085			9,892
Equity in (earnings)/losses of affiliates, net of taxes	(512		)	422
Deferred income tax	2,092			4,346
Loss/(gain) on investments and other, net	3,047			(734		)
Change in operating assets and liabilities, net of acquisitions:
Accounts receivable	(4,011		)	(5,489		)
Prepaid expenses and other current assets	3,677			(2,778		)
Accounts payable and other accrued expenses	(8,112		)	(7,665		)
Contract liabilities	24,372			173
Income taxes	4,930			10,966
Dividends received from investments in affiliates	185			—
Other assets and other liabilities	(9,808		)	(4,630		)
Net cash provided by operating activities - continuing operations	112,847			64,581
Net cash provided by operating activities - discontinued operations	18			—
Total cash provided by operating activities	$	112,865		$	64,581
Cash flows from investing activities:
Purchases of property and equipment	$	(14,312	)	$	(24,020	)
Purchases of capitalized data and other intangible assets	(9,464		)	(8,947		)
Cash paid for acquisitions, net of cash acquired	(11,760		)	—
Purchases of investments	(631		)	—
Cash received from sale of business-lines	—			1,082
Proceeds from investments and other	651			1,157
Net cash used in investing activities - continuing operations	(35,516		)	(30,728		)
Net cash provided by investing activities - discontinued operations	—			—
Total cash used in investing activities	$	(35,516	)	$	(30,728	)
Cash flows from financing activities:
Repayment of long-term debt	$	(723	)	$	(25,563	)
Proceeds from issuance of shares in connection with share-based compensation	2,932			2,758
Payment of tax withholdings related to net share settlements	(8,051		)	(8,551		)
Shares repurchased and retired	(2,431		)	—
Dividends paid	(17,374		)	—
Contingent consideration payments subsequent to acquisitions	—			(600		)
Net cash used in financing activities - continuing operations	(25,647		)	(31,956		)
Net cash provided by financing activities - discontinued operations	—			—
Total cash used in financing activities	$	(25,647	)	$	(31,956	)
Effect of exchange rate on cash, cash equivalents, and restricted cash	(4,690		)	(200		)
Net change in cash, cash equivalents, and restricted cash	47,012			1,697
Cash, cash equivalents, and restricted cash at beginning of period	115,702			98,250
Less: Change in cash, cash equivalents, and restricted cash - discontinued operations	18			—
Plus: Cash swept from discontinued operations	18			—
Cash, cash equivalents, and restricted cash at end of period	$	162,714		$	99,947

Supplemental disclosures of cash flow information:
Cash paid for interest	$	16,391		$	17,351
Cash paid for income taxes	$	2,512		$	1,958
Cash refunds from income taxes	$	371		$	15,950
Non-cash investing activities:
Capital expenditures included in accounts payable and other accrued expenses	$	11,980		$	14,469

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

CoreLogic, Inc.

Condensed Consolidated Statement of Stockholders' Equity (Year-to-Date)

(Unaudited)


	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
(in thousands)
For the Nine Months Ended September 30, 2019
Balance as of December 31, 2018			80,092						$		1			$	160,870			$	975,375			$	(135,748	)		$	1,000,498
Net income			—						—				—				19,298				—				19,298
Shares issued in connection with share-based compensation	827					8,391					—				—				8,391
Payment of tax withholdings related to net share settlements	—					(9,645		)		—				—				(9,645		)
Share-based compensation	—					26,863				—				—				26,863
Shares repurchased and retired	(1,400	)				(61,607		)		—				—				(61,607		)
Other comprehensive loss	—					—				—				(50,937		)		(50,937		)
Balance as of September 30, 2019	79,519			$	1	$	124,872			$	994,673			$	(186,685	)		$	932,861

For the Nine Months Ended September 30, 2018
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, 2020																						Common Stock Shares			Common Stock Amount			Additional Paid-in Capital			Retained Earnings		Accumulated Other Comprehensive Loss			Total
Balance as of December 31, 2019
Adoption of new accounting standards	—			—		—				(23,600		)		408				(23,192		)
Net income	—			—		—				109,254				—				109,254						—				—			—		33,819			—			33,819
Shares issued in connection with share-based compensation	1,428			—		19,585				—				—				19,585						489				—			2,932		—			—			2,932
Payment of tax withholdings related to net share settlements	—			—		(12,623		)		—				—				(12,623		)		—			—			(8,051		)	—		—			(8,051		)
Share-based compensation	—			—		29,574				—				—				29,574				—			—			8,085			—		—			8,085
Shares repurchased and retired	(1,751	)		—		(87,028		)		—				—				(87,028		)		(50	)		—			(2,431		)	—		—			(2,431		)
Dividend declared																						—			—			(54		)	54		—			—
Other comprehensive loss	—			—		—				—				(13,330		)		(13,330		)		—			—			—			—		(75,393		)	(75,393		)
Balance as of September 30, 2018	80,562			$	1	$	173,963			$	962,765			$	(106,613	)		$	1,030,116
Balance as of March 31, 2020																						79,411			$	1		$	111,481		$	1,057,692	$	(242,176	)	$	926,998

For the Three Months Ended March 31, 2019
Balance as of December 31, 2018																						80,092			$	1		$	160,870		$	975,375	$	(135,748	)	$	1,000,498
Net income																						—			—			—			1,687		—			1,687
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

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 “the Company”, “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, property risk and replacement cost, 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 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 ~~2018~~2019 year-end condensed consolidated balance sheet was derived from the Company’s audited financial statements for the year ended December 31, ~~2018~~2019. 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, ~~2018~~2019.

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 US residential real estate, mortgage origination, and mortgage servicing markets. Approximately 31% and ~~32%~~29% of our operating revenues for the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively, were generated from our top ten clients, who consist of the largest US mortgage originators and servicers. None of our clients individually accounted for greater than 10% of our operating revenues for the three months ended September 30, 2019 nor 2018. Approximately 30% and 32% of our operating revenues for the nine months ended September 30, 2019 and 2018, respectively, were generated from our top ten clients with none of our clients individually accounting for greater than 10% of our operating revenues during these periods.

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~~deposits 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)	September 30, 2019		September 30, 2018		March 31, 2020		March 31, 2019
Cash and cash equivalents	$	88,238	$	97,884	$	152,822	$	86,828
Restricted cash included in other assets	11,616		10,355		9,714		11,134
Restricted cash included in prepaid expenses and other current assets	2,002		1,070		178		1,985
Total cash, cash equivalents and restricted cash	$	101,856	$	109,309
Total cash, cash equivalents, and restricted cash					$	162,714	$	99,947

Operating Revenue Recognition

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

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

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.~~reserve at the point-of-sale.

See further discussion in Note 87 - Operating Revenues.

Comprehensive ~~Loss~~Income

Comprehensive ~~loss~~income 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 investments are recorded in other comprehensive ~~income/(loss).~~income. The following table shows the components of accumulated other comprehensive loss, net of taxes, as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018:~~2019:


(in thousands)	2019			2018			2020			2019
Cumulative foreign currency translation	$	(138,413	)	$	(129,406	)	$	(161,193	)	$	(122,503	)
Cumulative supplemental benefit plans	(5,406		)	(4,958		)	(8,730		)	(8,917		)
Net unrecognized losses on interest rate swaps	(42,799		)	(1,384		)	(72,253		)	(35,296		)
Reclassification adjustment for gain on terminated interest rate swap included in net income	(67		)	—			—			(67		)
Accumulated other comprehensive loss	$	(186,685	)	$	(135,748	)	$	(242,176	)	$	(166,783	)

Investment in Affiliates, net

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

~~For~~We recorded equity in earnings of affiliates, net of tax, of $0.5 million, and equity in losses of affiliates, net of tax, of $0.4 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019, respectively. For both the three months ended March 31, 2020 and 2019, we ~~did not have any~~had 0 operating revenues related to our investment in ~~affiliates and had $0.3 million and $0.9 million for the three and nine months ended September 30, 2018, respectively.~~affiliates. We recorded operating expenses ~~of $0.4 million and $1.0 million~~ related to our investment in affiliates of $0.1 million for the three months ended ~~September 30, 2019~~March 31, 2020 and ~~2018, respectively, and $1.1 million and $6.3~~$0.2 million for the ~~nine~~three months ended ~~September 30,~~ 2019, ~~and 2018,~~ respectively.

During the three and nine months ended September 30, 2019, we recorded a non-cash impairment charge of $1.5 million in our investment in affiliates, net, due to an other-than-temporary loss because we do not foresee an ability to recover the carrying amount of the investment. This loss was recorded within gain/(loss) on investments and other, net in our condensed consolidated statements of operations. NaN such impairments were recorded in the three and nine months ended September 30, 2018.

As of ~~September 30, 2019,~~March 31, 2020, and December 31, ~~2018,~~2019, we had insignificant accounts payable and accounts receivable with these affiliates.

~~Discontinued Operations~~In January 2020, we completed the acquisition of the remaining 66% of Location, Inc. ("Location") for $11.5 million, subject to certain working capital adjustments. In connection with this transaction, we remeasured our pre-existing 34% investment balance of $5.6 million to fair value based on the purchase price, resulting in a $0.6 million step-up gain which was recorded within (loss)/gain on investments and other, net, in our condensed consolidated statement of operations for the three months ended March 31, 2020. The total investment balance was then reclassified in the application of purchase accounting for this acquisition. See Note 12 - Acquisitions for additional information. Prior to the acquisition of the remaining interest, we accounted for Location under the equity method and received dividends of $0.7 million in the first quarter of 2020.

Leases

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

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

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

Dividends

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

In ~~September 2014,~~December 2019, we ~~completed~~announced that our Board of Directors initiated and declared a cash dividend of $0.22 per common share. As a result, as of December 31, 2019, we recorded a liability of $17.4 million within accounts payable and other accrued expenses, as well as $0.4 million in dividend equivalents reflected in additional paid-in-capital within our accompanying consolidated balance sheets. The dividend declared was paid in January 2020 to shareholders of record at the ~~sale~~close of ~~our collateral solutions and field services businesses, which were included~~business on January 10, 2020. In April 2020, the Board of Directors announced a cash dividend to common shareholders of $0.22 per share of common stock to be paid in the former reporting segment Asset Management and Processing Solutions. In September 2012, we completed the wind-down of our consumer services business and our former 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.June 2020.

In connection with previous divestitures, we retained certain contingent liabilities of the businesses that were disposed of. These contingent liabilities include, among other items, liability for certain litigation matters, indemnification obligations and potential breaches of representations or warranties. With respect to our Employer and Litigation Services divestiture, we retained certain liabilities and, in September 2016, a jury returned an unfavorable verdict against this discontinued operating unit, which we appealed. In August 2019, the verdict was upheld on appeal. We have accrued a potential loss of $21.7 million as of September 30, 2019 with respect to this verdict, although we are pursuing further review of the verdict. The liability is reflected in our results from discontinued operations.

Discontinued Operations

As of ~~September 30, 2019,~~March 31, 2020, and December 31, ~~2018,~~2019, we recorded assets of discontinued operations of $6.3 million ~~and $0.6 million, respectively,~~ within prepaid expenses and other current assets within our condensed consolidated balance sheets, mainly consisting of income tax-related assets. Additionally, as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, we recorded liabilities of ~~$24.1~~$0.4 million ~~and $2.2 million, respectively,~~ within accounts payable and other accrued expenses, which mainly consisted of legal-related accruals.

Tax Escrow Disbursement Arrangements

We administer tax escrow disbursements as a service to our clients in connection with our tax services business. ~~These deposits~~Funds to be disbursed are deposited and maintained in segregated accounts for the benefit of our clients and totaled ~~$1.3~~$6.8 billion and ~~$0.7~~$1.4 billion as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019, 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 record credits from these activities as a reduction to related administrative expenses, including the cost of bank fees and 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 ~~$21.4~~$22.4 million and ~~$21.2~~$22.7 million as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019, respectively. Within both of these amounts, ~~$9.3~~$9.8 million ~~and $9.2 million, respectively,~~ 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 ~~April 2019,~~March 2020, the Financial Accounting Standards Board ~~(“FASB”~~("FASB") issued guidance to ~~amend~~ease the potential burden in accounting for, or recognizing the effects of, reference rate reform, in connection with the scheduled phase-out of LIBOR as a reference interest rate. The guidance provides practical expedients and exceptions in accounting for contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. Entities electing the practical expedients will be allowed, among other topics, to account for reference rate modification of debt and receivables prospectively; to not reassess lease classifications and discount rates in reference rate lease modifications; and ease cash-flow hedge effectiveness testing guidelines for hedges affected by reference rate reform. The guidance is effective as of March 12, 2020 through December 31, 2022 with adoption permitted as of any date within the aforementioned time frame from the beginning of the selected interim period on a prospective basis. We have elected to adopt the guidance in the current quarter which has not had a material effect on our condensed consolidated financial statements.

In December 2019, as part of a simplification initiative, the FASB issued guidance to remove certain exceptions and added further guidance to simplify the accounting for income taxes. The exceptions that were removed relate to recognizing deferred taxes for investments, performing intra-period allocation, and calculating income taxes in interim periods. The guidance reduces the complexity of recognizing deferred taxes for tax goodwill and allocating taxes to entities of a consolidated group. The guidance is effective for fiscal years beginning after December 15, 2020 with early adoption permitted. We elected to early adopt on January 1, 2020 via the modified retrospective method with a cumulative effect adjustment at the date of initial application, resulting in an increase to retained earnings of $16.8 million which represents the release of a deferred tax liability that had previously been established for the outside basis difference of an equity method investment that later became a subsidiary.

In November 2018, the FASB issued guidance to clarify ~~certain areas within three~~the definition and interaction of collaborative arrangements with previously issued standards related to financial instruments which includes clarification for fair value using the measurement alternative, measuring credit losses and accounting for derivatives and hedging. The amendments in this guidance ~~are largely~~on revenue recognition. This guidance is effective for fiscal years beginning after December 15, 2019 ~~with early adoption permitted. We have not elected early adoption and do not anticipate that this guidance will have~~on a ~~material impact on our consolidated financial statements.~~

~~In August 2017,~~retrospective basis to 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 enddate of the ~~first quarter it is designated to perform~~initial adoption of 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 loss and reclassified to earnings when the hedged item impacts earnings. The guidance became effective prospectively for fiscal years beginning after December 15, 2018. In October 2018, the FASB issued incremental guidance to this update to permit the Overnight Index Swap Rate and the Secured Overnight Financing Rate to be utilized as US benchmark interest rates for hedge accounting purposes.revenue standard. We have adopted this guidance ~~beginning with fiscal~~in the current year ~~2019~~ as required, which has not had a material impact on our condensed consolidated financial statements.

In ~~February~~August 2018, the FASB issued guidance that amends fair value disclosure requirements. The guidance removes disclosure requirements on the transfers between Level 1 and Level 2 of the fair value hierarchy in addition to the disclosure requirements on the policy for timing of transfers between levels and the valuation process for Level 3 fair value measurements. The guidance clarifies the measurement uncertainty disclosure and adds disclosure requirements for Level 3 unrealized gains and losses and significant unobservable inputs used to develop Level 3 fair value measurements. The guidance is effective for fiscal years beginning after December 15, 2019. Entities were permitted to early adopt any removed or modified disclosures upon issuance and delay adoption of the additional disclosures until the effective date. We early adopted the removal of disclosure

provisions of the new guidance in 2018 and adopted the measurement uncertainty disclosure and additional Level 3 disclosures in the current year as required. Adoption of this guidance has not had a material impact on our condensed consolidated financial statements.

In June 2016, the FASB issued guidance ~~on lease~~for accounting ~~which requires leases, regardless~~ of ~~classification, to be recognized on~~credit losses affecting the ~~balance sheet as lease~~impairment model for most financial assets and ~~liabilities.~~certain other instruments. Entities are required to use a forward-looking current expected credit loss model for trade and other receivables, held-to-maturity debt securities, loans, and other instruments, which will generally lead to an earlier recognition of loss allowances. Entities will recognize expected losses on available-for-sale debt securities as allowances rather than a reduction in amortized cost of the security while the measurement process of such loss does not change. Disclosure requirements are expanded regarding an entity’s assumptions, models, and methods of estimations of the allowance. The ~~objective of~~guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. In November 2018 and 2019, the FASB issued updates to this standard ~~is to provide greater transparency on the amount, timing and uncertainty~~which, amongst other items, clarified that impairment of ~~cash flows~~receivables arising from operating leases should be accounted for under applicable leasing ~~arrangements. The recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee depends upon its classification~~guidance. We have adopted this guidance in the current year as ~~a finance or operating lease. On January 1, 2019, we adopted the new lease accounting standard, and all related amendments, using the modified retrospective approach. Comparative information~~required, which has not been restated and continues to be reported under the standards in effect for those prior periods as allowed by the guidance. As part of our adoption we elected the package of practical expedients permitted under the transition guidance which allows us to carry forward our historical lease classification of pre-existing leases, treatment of pre-existing indirect costs, as well as our conclusions of whether a pre-existing contract contains a lease. We have implemented internal controls to enable the preparation of financial information upon our adoption in the first quarter of 2019.

Adoption of the new lease accounting standard resulted in the recording of operating lease assets and lease liabilities of approximately $67.7 million and $103.9 million, respectively, as of January 1, 2019. There was no impact to opening equity as a result of adoption as the difference between the asset and liability balance is attributable to reclassifications of pre-existing balances, such as deferred and prepaid rent, into the lease asset balance. The adoption of this standard has not materially impacted our consolidated statement of operations or presentation of cash flows and we do not anticipatehad a material impact ~~in the future based~~ on our ~~current operations. See below for our accounting policy reflecting the updated guidance.~~

~~Leases~~

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

Operating and finance lease assets and liabilities are recorded based on the present value of future lease payments 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 a straight-line basis, both over the applicable lease term. Lease terms may factor in options to extend or terminate the lease.

Note 2 - Property and Equipment, Net

Property and equipment, net as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 consists of the following:


(in thousands)	2019			2018			2020			2019
Land	$	7,476		$	7,476		$	7,476		$	7,476
Buildings	6,487			6,487			6,487			6,487
Furniture and equipment	71,993			68,851			71,993			74,978
Capitalized software	897,990			902,482			906,590			916,820
Leasehold improvements	44,424			43,476			49,858			48,811
Construction in progress	3,297			669			480			3,064
	1,031,667			1,029,441			1,042,884			1,057,636
Less accumulated depreciation	(585,610		)	(572,944		)	(598,886		)	(606,615		)
Property and equipment, net	$	446,057		$	456,497		$	443,998		$	451,021

Depreciation expense for property and equipment, net, was approximately ~~$22.1~~$23.2 million and ~~$22.6~~$23.4 million for the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018, respectively, and $68.0 million and $66.8 million for the nine months ended September 30, 2019 and 2018,~~ respectively.

Impairment losses for property and equipment, net of $0.1 million and $12.3 million were recorded for the three and nine months ended September 30, 2019, respectively. For the three and nine months ended September 30, 2018, impairment losses were less than $0.1 million. See ~~Note 7 - Fair Value~~ ~~for further discussion.~~

Note 3 – Goodwill, Net

A reconciliation of the changes in the carrying amount of goodwill and accumulated impairment losses, by reporting unit, for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 is as follows:


(in thousands)	PIRM			UWS			Consolidated			PIRM			UWS			Consolidated
Balance as of January 1, 2019
Balance as of January 1, 2020
Goodwill	$	1,107,466		$	1,292,013		$	2,399,479		$	1,107,494		$	1,296,127		$	2,403,621
Accumulated impairment losses	(600		)	(6,925		)	(7,525		)	(600		)	(6,925		)	(7,525		)
Goodwill, net	1,106,866			1,285,088			2,391,954			1,106,894			1,289,202			2,396,096
Acquisition	—			6,551			6,551			12,301			—			12,301
Measurement period adjustments	(83		)	—			(83		)	—			(98		)	(98		)
Disposal	—			(1,337		)	(1,337		)
Translation adjustments	(4,113		)	—			(4,113		)	(26,990		)	—			(26,990		)
Balance as of September 30, 2019
Balance as of March 31, 2020
Goodwill, net	$	1,102,670		$	1,290,302		$	2,392,972		$	1,092,205		$	1,289,104		$	2,381,309

~~For the three and nine months ended September 30, 2019, we recorded a goodwill disposal of $1.3 million related to the sale of a non-core business.~~

See Note 1312 - Acquisitions for discussion of current year acquisition and measurement period adjustments.

Note 4 – Other Intangible Assets, Net

Other intangible assets, net consists of the following:


	September 30, 2019							December 31, 2018							March 31, 2020							December 31, 2019
(in thousands)	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Client lists	$	660,010	$	(342,276	)	$	317,734	$	706,253	$	(327,201	)	$	379,052	$	650,380	$	(352,847	)	$	297,533	$	662,611	$	(354,011	)	$	308,600
Non-compete agreements	35,559		(24,077		)	11,482		35,224		(20,156		)	15,068		26,746		(17,565		)	9,181		26,409		(16,249		)	10,160
Tradenames and licenses	126,642		(63,864		)	62,778		131,130		(56,845		)	74,285		126,173		(68,462		)	57,711		127,176		(67,118		)	60,058
	$	822,211	$	(430,217	)	$	391,994	$	872,607	$	(404,202	)	$	468,405	$	803,299	$	(438,874	)	$	364,425	$	816,196	$	(437,378	)	$	378,818

Amortization expense for other intangible assets, net was ~~$14.4~~$14.3 million and ~~$16.3~~$16.6 million for the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018, respectively, and $46.4 million and $47.8 million for the nine months ended September 30, 2019 and 2018,~~ respectively.

For the nine months ended September 30, 2019, impairment losses for other intangible assets, net of $35.6 million were recorded, all of which were incurred in the second quarter of 2019. For both the three and nine months ended September 30, 2018, there were 0 impairment losses recorded. See ~~Note 7 - Fair Value~~ ~~for further discussion.~~

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


(in thousands)
Remainder of 2019	$	15,385
2020	56,797
Remainder of 2020			$	42,951
2021	53,810		54,061
2022	52,039		52,314
2023	44,439		44,156
2024			37,821
Thereafter	169,524		133,122
	$	391,994	$	364,425

Note 5 – Long-Term Debt

Our long-term debt consists of the following:


		September 30, 2019								December 31, 2018								March 31, 2020								December 31, 2019
(in thousands)	(in thousands)	Gross		Debt Issuance Costs			Net			Gross		Debt Issuance Costs			Net		(in thousands)	Gross		Debt Issuance Costs			Net			Gross		Debt Issuance Costs			Net
Bank debt:	Bank debt:																Bank debt:
	Term loan facility borrowings due May 2024, weighted-average interest rate of 4.00% as of September 30, 2019	$	1,706,250	$	(15,747	)	$	1,690,503		$	—	$	—		$	—
	Revolving line of credit borrowings due May 2024, weighted-average interest rate of 4.00% as of September 30, 2019	—		(6,786		)	(6,786		)	—		—			—
	Term loan facility borrowings due August 2022, weighted-average interest rate of 4.05% as of December 31, 2018, modified May 2019	—		—			—			1,597,500		(13,043		)	1,584,457		Term loan facility borrowings due May 2024, weighted-average interest rate of 3.42% as of March 31, 2020	$	1,672,188	$	(13,996	)	$	1,658,192		$	1,672,188	$	(14,868	)	$	1,657,320
	Revolving line of credit borrowings due August 2022, weighted-average interest rate of 4.05% as of December 31, 2018, modified May 2019	—		—			—			178,146		(5,216		)	172,930		Revolving line of credit borrowings due May 2024, weighted-average interest rate of 3.42% as of March 31, 2020	—		(6,064		)	(6,064		)	—		(6,425		)	(6,425		)
Notes:	Notes:																Notes:
	7.55% senior debentures due April 2028	14,524		(41		)	14,483			14,645		(44		)	14,601		7.55% senior debentures due April 2028	9,531		(25		)	9,506			9,524		(26		)	9,498
Other debt:	Other debt:																Other debt:
	Various debt instruments with maturities through March 2024	6,319		—			6,319			7,188		—			7,188		Various debt instruments with maturities through March 2024	5,597		—			5,597			6,167		—			6,167
Total long-term debt	Total long-term debt	1,727,093		(22,574		)	1,704,519			1,797,479		(18,303		)	1,779,176		Total long-term debt	1,687,316		(20,085		)	1,667,231			1,687,879		(21,319		)	1,666,560
Less current portion of long-term debt	Less current portion of long-term debt	68,247		—			68,247			26,935		—			26,935		Less current portion of long-term debt	77,724		—			77,724			56,022		—			56,022
Long-term debt, net of current portion	Long-term debt, net of current portion	$	1,658,846	$	(22,574	)	$	1,636,272		$	1,770,544	$	(18,303	)	$	1,752,241	Long-term debt, net of current portion	$	1,609,592	$	(20,085	)	$	1,589,507		$	1,631,857	$	(21,319	)	$	1,610,538

As of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019, we recorded ~~$1.4~~$0.6 million and $~~0.7~~0.4 million, respectively, of accrued interest expense on our debt-related instruments within accounts payable and other accrued expenses.

Credit Agreement

In May 2019, we amended and restated our credit agreement (the “Credit Agreement”) with Bank of America, N.A., as the administrative agent, and other financial institutions. The Credit Agreement provides for a $1.8 billion ~~five-year~~5-year term loan A facility (the “Term Facility”), and a $750.0 million ~~five-year~~5-year revolving credit facility (the “Revolving Facility”). The Term Facility matures, and the Revolving Facility expires, in May 2024. The Revolving Facility includes a $100.0 million multi-currency revolving sub-facility and a $50.0 million letter of credit sub-facility. The Credit Agreement also provides for the ability to increase the Term Facility and Revolving Facility by up to $300.0 million in the aggregate; however, the lenders are not obligated to do so.

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

The Credit Agreement provides that loans under the Term Facility shall be repaid in equal quarterly installments of $21.9 million, commencing on September 30, 2019 and continuing on each three-month anniversary thereafter, subject to the application of prepayments to quarterly installments. The outstanding balance of the term loans will be due in May 2024.

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

As of ~~September 30, 2019,~~March 31, 2020, we had a remaining borrowing capacity of $750.0 million under the Revolving Facility and we were in compliance with all financial and restrictive covenants under the Credit Agreement.

Debt Issuance Costs

In connection with the amendment and restatement of the Credit Agreement, in May 2019, we incurred approximately $9.7 million of debt issuance costs of which $9.6 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 wrote-off previously unamortized debt issuance costs of $1.5 million within ~~gain/~~(loss)/gain on investments and other, net, in the accompanying consolidated statement of operations, which resulted in a remaining $14.6 million of previously unamortized costs. We will amortize all of these costs over the term of the Credit Agreement. For the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ $1.2 million and $1.4 million, respectively, were recognized in the accompanying condensed consolidated statements of operations related to the amortization of debt issuance costs. For the nine months ended September 30, 2019 and 2018, $3.8 million and $4.1$1.3 million, respectively, were recognized in the accompanying condensed consolidated statements of operations related to the amortization of debt issuance costs.

7.55% Senior Debentures

In April 1998, we issued $100.0 million in aggregate principal amount of 7.55% senior debentures due 2028. 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.~~rate ("LIBOR"). The notional balances, terms and maturities of our Swaps are designed to have the effect of fixing the rate of interest on at least 50% of the principal balance of our ~~debt as fixed rate.~~senior term debt.

As of ~~September 30, 2019,~~March 31, 2020, the Swaps have a combined remaining notional balance of $1.3 billion, a weighted average fixed interest rate of ~~2.05%~~2.08% (rates range from ~~1.03%~~0.66% to 2.98%), and scheduled terminations through December 2025. Notional balances under our Swaps are scheduled to increase and decrease based on our expectations of the level of variable rate debt to be in effect in future periods. Currently, we have scheduled notional amounts of between $1.3 billion and $1.2 billion through September 2021, then $1.1 billion and $1.0 billion through August 2022, and ~~$416.0~~$496.8 million and ~~$400.0~~$465.0 million ~~thereafter until~~through December 2025. Approximate weighted average fixed interest rates for the aforementioned time ~~intervals~~periods are ~~2.39%~~2.51%, 2.64%, and ~~2.95%~~2.61%, respectively.

We have designated the Swaps as cash flow hedges. The estimated fair values of these cash flow hedges are recorded in prepaid expenses and other current assets or other assets as well as accounts payable and other ~~assets and~~accrued expenses or other liabilities in the accompanying condensed consolidated balance sheets. As of ~~September 30,~~March 31, 2020, the estimated fair value of these cash flow hedges resulted in a liability of $96.3 million of which $6.2 million was recorded within accounts payable and other accrued expenses. As of December 31, 2019, the estimated fair value ~~of certain~~ of these cash flow hedges resulted in an asset of ~~$1.2~~$0.6 million recorded within prepaid and other current assets, as well as a liability of $58.3 million. As of December 31, 2018, the estimated fair value of certain of these cash flow hedges resulted in an asset of $13.3 million, of which ~~$0.6 million~~ was recorded within prepaid expenses and other current assets, as well as a liability of ~~$15.2 million.~~$47.7 million recorded within other liabilities.

Unrealized losses of ~~$8.1~~$36.9 million (net of ~~$2.7~~$12.3 million in deferred taxes) and ~~unrealized gains of $2.5~~$12.2 million (net of ~~$0.8~~$4.1 million in deferred taxes) for the three months ended ~~September 30,~~March 31, 2020 and 2019, and 2018, respectively, were recognized in other comprehensive loss related to the Swaps. Unrealized losses of $41.4 million (net of $13.8 million in deferred taxes) and unrealized gains of $10.8 million (net of $3.6 million in deferred taxes) for the nine months ended September 30, 2019 and 2018, respectively, were recognized in other comprehensive loss related to the Swaps.

~~Note 6 – Leases~~

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 2 months to 5 years atAs a ~~time, as well as, in certain instances, contractual options to terminate leases with varying notification requirements and potential termination fees. As~~result of ~~September 30, 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 September 30, 2019 and December 31, 2018:~~

(in thousands)
Lease Type and Classification Included Within September 30, 2019
December 31, 2018 (1)
Assets
Operating Operating lease assets $ 65,302
$ —
Finance Property and equipment, net 6,203
5,002
Total $ 71,505
$ 5,002

Liabilities
Current
Operating Operating lease liabilities, current $ 16,839
$ —
Finance Current portion of long-term debt 2,622
2,340
Long-term
Operating Operating lease liabilities, net of current 85,844
—
Finance Long-term debt, net of current 3,697
2,753
Total $ 109,002
$ 5,093

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

~~For the three and nine months ended September 30, 2019, the components of lease cost are as follows:~~

(in thousands) September 30, 2019
Lease Cost Included Within For the Three Months Ended For the Nine Months Ended
Finance lease cost
Amortization of lease assets Depreciation and amortization $ 736
$ 2,307
Interest on lease liabilities Interest expense $ 39
$ 107

Operating lease cost Selling, general and administrative expenses $ 5,284
$ 16,315
Operating lease cost Cost of services 136
208
$ 5,420
$ 16,523

~~Total lease cost for all operating leases, including month-to-month rentals,~~Swap activity, for the three ~~and nine~~ months ended ~~September 30, 2018, excluding taxes, was $5.5~~March 31, 2020 and 2019, included within interest expense, on a pre-tax basis, we recognized interest expense of $15.8 million and ~~$16.8~~interest income of $1.7 million, respectively.

~~Other supplementary information for~~Estimated net losses included in accumulated other comprehensive loss related to the ~~nine months ended September 30, 2019 are as follows:~~

(in thousands)
Other Information Finance Leases Operating Leases
Cash paid for amounts included in measurement of liabilities
Operating cash outflows $ 107
$ 19,714
Financing cash outflows $ 2,306
$ —

Right-of-use assets obtained in exchange for lease liabilities $ 3,537
$ 9,587
Weighted average remaining lease term (years) 2.8
8.4
Weighted average discount rate 3.78 % 6.34 %

~~Maturities of lease liabilities~~Swaps as of ~~September 30, 2019 are~~March 31, 2020, that will be reclassified into earnings as ~~follows:~~

(in thousands) Finance Leases Operating Leases
2019 $ 759
$ 4,122
2020 2,621
24,732
2021 1,737
19,760
2022 1,117
12,911
2023 446
10,596
Thereafter 70
63,691
Total lease payments 6,750
135,812
Less imputed interest (431 ) (33,129 )
Total $ 6,319
$ 102,683

~~Future minimum lease commitments, undiscounted, as of December~~interest expense over the next 12 months, utilizing March 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 September 30, 2019, we have 3 operating leases for facilities which have not yet commenced with~~2020 LIBOR, is estimated to be $21.1 million, on a combined initial lease liability of approximately $4.6 million and initial terms ranging from 2 to 8 years. These liabilities are not reflected in our condensed consolidated balance sheet or the maturity schedule as of September 30, 2019 shown above.pre-tax basis.

Note 76 – Fair Value

Fair value is the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We utilize market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable.

The market approach is applied for recurring fair value measurements and endeavors to utilize the best available information. Accordingly, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Fair value balances are classified based on the observability of those inputs.

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

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

Other Investments

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

Contingent Consideration

The fair value of our contingent consideration was estimated using the Monte-Carlo simulation model, which relies on significant assumptions 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 ~~September 30, 2019~~March 31, 2020 are presented in the following table:


(in thousands)	Fair Value Measurements Using								Fair Value Measurements Using
As of September 30, 2019	Level 1		Level 2		Level 3		Fair Value
As of March 31, 2020									Level 1		Level 2		Level 3		Fair Value
Financial Assets:
Cash and cash equivalents									$	152,822	$	—	$	—	$	152,822
Restricted cash									8,196		1,696		—		9,892
Other investments									—		2,232		—		2,232
Total									$	161,018	$	3,928	$	—	$	164,946

Financial Liabilities:
Contingent consideration									$	—	$	—	$	3,700	$	3,700
Total debt									—		1,688,230		—		1,688,230
Total									$	—	$	1,688,230	$	3,700	$	1,691,930

Derivatives:
Liability for Swaps									$	—	$	96,272	$	—	$	96,272

As of December 31, 2019
Financial Assets:
Cash and cash equivalents	$	88,238	$	—	$	—	$	88,238	$	105,185	$	—	$	—	$	105,185
Restricted cash	2,526		11,092		—		13,618		9,791		726		—		10,517
Other investments	—		1,825		—		1,825		—		1,898		—		1,898
Total	$	90,764	$	12,917	$	—	$	103,681	$	114,976	$	2,624	$	—	$	117,600

Financial Liabilities:
Contingent consideration	$	—	$	—	$	4,895	$	4,895	$	—	$	—	$	4,509	$	4,509
Total debt	—		1,731,066		—		1,731,066		—		1,690,731		—		1,690,731
Total	$	—	$	1,731,066	$	4,895	$	1,735,961	$	—	$	1,690,731	$	4,509	$	1,695,240

Derivatives:
Asset for Swaps	$	—	$	1,218	$	—	$	1,218	$	—	$	572	$	—	$	572
Liability for Swaps	$	—	$	58,335	$	—	$	58,335	$	—	$	47,691	$	—	$	47,691

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

~~The following non-financial instruments were measured at fair value, on a non-recurring basis, as of and for the nine months ended September 30, 2019:~~

Fair Value Measurements Using
(in thousands)
Remaining
Fair Value (1)
Level 1 Level 2 Level 3 Impairment Losses
Other intangible assets, net $ —
$ —
$ —
$ —
$ 35,600
Property and equipment, net $ —
$ —
$ —
$ —
$ 12,312
Investment in affiliates, net $ —
$ —
$ —
$ —
$ 1,511
$ —
$ —
$ —
$ —
$ 49,423

~~(1) Remaining fair value represents the post-impairment fair value related to the specifically impaired asset(s)~~

For the nine months ended September 30, 2019, we recorded non-cash impairment charges of $35.6 million in other intangible assets, net, which were all incurred in the second quarter of 2019. For the three and nine months ended September 30, 2019, non-cash impairment charges of $0.1 million and $12.3 million, respectively, were recorded in property and equipment, net related to capitalized software. The current year impairments are primarily due to ongoing business transformation activities of our appraisal management company within our Underwriting & Workflow Solutions (“UWS”) segment. The impairments were derived using an undiscounted cash flow methodology. The impairments within other intangible assets, net include $32.3 million for client lists and $3.3 million for licenses. For the three and nine months ended September 30, 2019, we also recorded a $1.5 million non-cash impairment charge in investment in affiliates, net, which is included within gain/(loss) on investments and other, net in our condensed consolidated statement of operations.

In connection with ~~the~~certain acquisitions in 2017, ~~acquisitions of Myriad Development, Inc. and 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 in fiscal year 2021. These contingent payments were originally recorded at a fair value of $6.2 million using the Monte-Carlo simulation model. In connection with the 2019 acquisition of National Tax Search, LLC (“NTS”), we entered into a contingent consideration agreement for up to $7.5 million in cash based upon certain revenue targets in fiscal years 2020 and 2021. This contingent consideration has been ~~initially~~ assessed with no fair value as of March 31, 2020 using the Monte-Carlo simulation model. The contingent payments are ~~fair-valued~~remeasured at fair value quarterly, and changes are recorded within ~~gain/~~(loss)/gain on investments and other, net, in our condensed consolidated statement of operations. During the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, we decreased the fair value of our contingent ~~considerations~~consideration by ~~$0.2~~$0.8 million and recorded the gain in our condensed consolidated statement of operations. During the three months ended ~~September 30,~~March 31, 2019, ~~there were no adjustments to~~we increased the fair value of our contingent ~~consideration. During the three and nine months ended September 30, 2018, we recorded a loss of $0.1~~consideration by $0.4 million and ~~a gain~~recorded the loss in our condensed consolidated statement of ~~$1.0 million, respectively.~~operations.

Due to observable price changes in an inactive market, infor the ~~first half of~~three months ended March 31, 2019 we recorded ~~a combined~~an unfavorable fair value adjustment of ~~$6.6~~$2.3 million to a minority equity investment, ~~which was recorded~~ within ~~gain/~~(loss)/gain on investments and other, net, in our condensed consolidated statement of ~~operations~~operations. NaN adjustments were necessary for the ~~nine~~three months ended September 30, 2019. As a result of the observable price change in the current year, we transferred the minority equity investment classification from Level 3 to Level 2 within the fair value hierarchy above.March 31, 2020.

Note 87 – Operating Revenues

Operating revenues by solution type consist of the following:

(in thousands) PIRM UWS Corporate and Eliminations Consolidated
For the Three Months Ended September 30, 2019
Property insights $ 121,843
$ —
$ —
$ 121,843
Insurance and spatial solutions 48,739
—
—
48,739
Flood data services —
22,983
—
22,983
Valuation solutions —
77,426
—
77,426
Credit solutions —
71,687
—
71,687
Property tax solutions —
103,671
—
103,671
Other 11,067
5,061
(3,520 ) 12,608
Total operating revenue $ 181,649
$ 280,828
$ (3,520 ) $ 458,957

For the Three Months Ended September 30, 2018
Property insights $ 125,319
$ —
$ —
$ 125,319
Insurance and spatial solutions 41,666
—
—
41,666
Flood data services —
18,213
—
18,213
Valuation solutions —
73,468
—
73,468
Credit solutions —
75,283
—
75,283
Property tax solutions —
94,637
—
94,637
Other 13,622
12,024
(2,464 ) 23,182
Total operating revenue $ 180,607
$ 273,625
$ (2,464 ) $ 451,768

For the Nine Months Ended September 30, 2019
Property insights $ 363,250
$ —
$ —
$ 363,250
Insurance and spatial solutions 142,576
—
—
142,576
Flood data services —
61,572
—
61,572
Valuation solutions —
230,891
—
230,891
Credit solutions —
211,187
—
211,187
Property tax solutions —
282,724
—
282,724
Other 35,348
17,989
(9,334 ) 44,003
Total operating revenue $ 541,174
$ 804,363
$ (9,334 ) $ 1,336,203

For the Nine Months Ended September 30, 2018
Property insights $ 376,284
$ —
$ —
$ 376,284
Insurance and spatial solutions 119,691
—
—
119,691
Flood data services —
54,098
—
54,098
Valuation solutions —
226,368
—
226,368
Credit solutions —
235,651
—
235,651
Property tax solutions —
301,998
—
301,998
Other 41,054
37,155
(7,230 ) 70,979
Total operating revenue $ 537,029
$ 855,270
$ (7,230 ) $ 1,385,069



(in thousands)	PIRM		UWS		Corporate and Eliminations			Consolidated
For the Three Months Ended March 31, 2020	PIRM		UWS		Corporate and Eliminations			Consolidated
Property insights	$	116,977	$	—	$	—		$	116,977
Insurance and spatial solutions	46,840		—		—			46,840
Flood data solutions	—		27,603		—			27,603
Valuation solutions	—		61,247		—			61,247
Credit solutions	—		81,127		—			81,127
Property tax solutions	—		101,991		—			101,991
Other	9,238		3,653		(4,791		)	8,100
Total operating revenue	$	173,055	$	275,621	$	(4,791	)	$	443,885

For the Three Months Ended March 31, 2019
Property insights	$	118,670	$	—	$	—		$	118,670
Insurance and spatial solutions	45,416		—		—			45,416
Flood data solutions	—		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

Property Insights

Our property insights solutions combine our patented predictive analytics ~~and~~with our proprietary and contributed data to enable our clients to improve customer acquisition and retention, detect and prevent fraud, improve mortgage transaction cycle time and cost efficiency, identify real estate trends and neighborhood characteristics, track market performance, and increase market share. Our data is comprised of real estate information, ~~with~~incorporating crime, site inspection, neighborhood, document images, and other information from proprietary sources. We also ~~provide~~offer 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~~ability to more effectively locate, assess and manage property-level assets and risks through location-based data and analytics. We also provide cloud-based property claims workflow technology for property and casualty insurers. The licensed intellectual property data is generally provided to our clients on a subscription or usage basis. For subscription contracts, operating revenue is recognized ratably over the contractual term once initial delivery has occurred. For contracts to provide a license to data which is delivered via report or data file, operating revenue is recognized when the client obtains control of the products, which is upon delivery.

Property Tax Solutions

Our property tax solutions are built from aggregated property tax information from over 20,000 taxing authorities. We use this information to advise mortgage lenders and servicers of the property tax payment status of loans in their portfolio and to monitor that status over the life of the loans. If a mortgage lender or servicer requires tax payments to be impounded on behalf of its borrowers, we can also facilitate the transfer of these funds to the taxing authorities and provide the lender or servicer with payment confirmation. Property tax processing revenues are primarily comprised of periodic loan fees and life-of-loan fees. For periodic fee arrangements, we generate monthly fees at a contracted rate for as long as we service the loan. For ~~life-of-loan~~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.

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

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

Flood Data ~~Services~~Solutions

Our flood data ~~services~~solutions 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, as adjusted for early loan cancellation.

Contract Costs

Incremental costs to obtain or fulfill client contracts are recognized as an asset. As of ~~September 30, 2019,~~March 31, 2020, we had ~~$9.5~~$10.3 million of current deferred contract costs which are presented in prepaid expenses and other current assets, as well as ~~$21.4~~$23.2 million of long-term deferred contract costs which are presented in other assets in our condensed consolidated balance sheet. As of December 31, ~~2018,~~2019, we had ~~$9.7~~$9.8 million of current deferred contract costs and ~~$20.8~~$23.1 million of long-term deferred contract costs. Our deferred contract costs primarily include certain set-up and acquisition costs related to property tax solutions, which amortize ratably over an expected 10-year life, adjusted for early loan cancellations. For the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ we recorded amortization associated with deferred contract costs of ~~$3.4~~$3.7 million and ~~$3.8~~$3.1 million, ~~respectively, and $9.8 million and $10.7 million, respectively, for the nine months ended September 30, 2019 and 2018.~~respectively.

Contract Liabilities

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

As of ~~September 30, 2019,~~March 31, 2020, we had ~~$853.9~~$910.0 million in contract liabilities compared to ~~$833.0~~$884.9 million as of December 31, ~~2018.~~2019. The overall change of ~~$20.9~~$25.1 million in contract liability balances are primarily due to ~~$453.9~~$173.4 million of new deferred billings in the current year, partially offset by ~~$433.9~~$147.1 million of operating revenue recognized, of which ~~$253.6~~$100.2 million related to contracts previously deferred, and other ~~increases~~decreases of ~~$0.9~~$1.2 million.

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 ~~September 30, 2019~~March 31, 2020 we had ~~$968.4 million~~$1.0 billion of remaining performance obligations. We expect to recognize approximately 9%26% percent of this remaining revenue backlog in ~~2019, 31% in~~ 2020, ~~21%~~26% in 2021, 17% in 2022 and ~~39%~~31% thereafter. See further discussion of performance obligations in Note 1 - Basis for Condensed Consolidated Financial Statements.

Note 98 – 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”)~~RSUs, PBRSUs, and stock options. Prior to the approval of the Plan, we issued share-based awards under the CoreLogic, Inc. 2011 Performance Incentive Plan, as amended, which was preceded by the CoreLogic, Inc. 2006 Incentive Plan. The Plan provides for 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 common stock on the date of grant and is recognized as compensation expense over its vesting period.

Restricted Stock Units

For the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 and ~~2018,~~2019, we awarded ~~640,339~~552,262 and ~~537,022~~584,552 RSUs, respectively, with an estimated grant-date fair value of ~~$23.5~~$17.6 million and ~~$25.1~~$21.1 million, respectively. The RSU awards will vest ratably over 3 years. RSU activity for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 is as follows:


	Number of Shares		Weighted-Average Grant-Date Fair Value		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		Number of Shares		Weighted-Average Grant-Date Fair Value
Unvested RSUs outstanding at December 31, 2018	1,087		$	42.04
Unvested RSUs outstanding at December 31, 2019					1,032		$	39.84
RSUs granted	640		$	36.67	552		$	31.79
RSUs vested	(549	)	$	40.49	(411	)	$	39.85
RSUs forfeited	(98	)	$	39.94	(5	)	$	34.55
Unvested RSUs outstanding at September 30, 2019	1,080		$	39.84
Unvested RSUs outstanding at March 31, 2020					1,168		$	36.08

As of ~~September 30, 2019~~March 31, 2020, there was ~~$26.7~~$32.6 million of total unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a weighted-average period of ~~1.9~~2.2 years. The fair value of RSUs are based on the market value of our common stock on the date of grant.

Performance-Based Restricted Stock Units

For the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 and ~~2018,~~2019, we awarded ~~203,464~~292,853 and ~~408,097~~203,464 PBRSUs, respectively, with an estimated grant-date fair value of ~~$7.5~~$11.4 million and ~~$19.2~~$7.5 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~~2020 grants is from January ~~2019~~2020 to December ~~2021~~2022 and the performance metric is adjusted earnings per share.

The performance and service period for the PBRSUs awarded ~~during 2018~~in the first quarter of 2019 is from January ~~2018~~2019 to December ~~2020~~2021. These awards are generally subject to service-based, performance-based, and market-based vesting conditions with the performance ~~metrics are generally~~metric as adjusted earnings per ~~share and market-based conditions. These~~share. Additionally, within our unvested PBRSUs, there are prior year grants ~~include 232,225 PBRSUs that~~which do not include a market-based ~~condition~~conditions but have adjusted EBITDA margin or ~~operating~~organic revenue growth rate as the performance ~~metric through the service period ending December 2020 or December 2021.~~

metric.

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 Nine Months Ended September 30,				For the Three Months Ended March 31,
	2019		2018		2020		2019
Expected dividend yield(1)	—	%	—	%	—	%	—	%
Risk-free interest rate ⁽¹⁾⁽²⁾	2.44	%	2.38	%	0.60	%	2.44	%
Expected volatility ⁽²⁾⁽³⁾	28.24	%	23.63	%	32.53	%	28.24	%
Average total stockholder return ⁽²⁾⁽³⁾	17.15	%	6.11	%	(21.47	)%	17.15	%

(1) The risk-free interest rate for the periods within the contractual term of the PBRSUs is based on the US Treasury yield curve in effect at the time of the grant. (2) The expected volatility and average total 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.
(1) Since PBRSU participants are credited with dividend equivalent shares when dividends are paid, 0.00% was used in the Monte-Carlo simulation which is mathematically equivalent to paying dividend equivalents upon vesting. Please see Note 1 - Basis for Condensed Consolidated Financial Statements for further information regarding dividends. (2) The risk-free interest rate for the periods within the contractual term of the PBRSUs is based on the US Treasury yield curve in effect at the time of the grant. (3) 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.					(1) Since PBRSU participants are credited with dividend equivalent shares when dividends are paid, 0.00% was used in the Monte-Carlo simulation which is mathematically equivalent to paying dividend equivalents upon vesting. Please see Note 1 - Basis for Condensed Consolidated Financial Statements for further information regarding dividends. (2) The risk-free interest rate for the periods within the contractual term of the PBRSUs is based on the US Treasury yield curve in effect at the time of the grant. (3) 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 ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 is as follows:


	Number of Shares		Weighted-Average Grant-Date Fair Value		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		Number of Shares		Weighted-Average Grant-Date Fair Value
Unvested PBRSUs outstanding at December 31, 2018	774		$	42.11
Unvested PBRSUs outstanding at December 31, 2019					636		$	42.62
PBRSUs granted	203		$	36.82	293		$	38.98
PBRSUs vested	(250	)	$	34.40	(184	)	$	39.50
PBRSUs forfeited	(106	)	$	45.36	(9	)	$	42.84
Unvested PBRSUs outstanding at September 30, 2019	621		$	42.61
Unvested PBRSUs outstanding at March 31, 2020					736		$	41.95

As of ~~September 30, 2019~~March 31, 2020, there was ~~$16.3~~$21.2 million of total unrecognized compensation cost related to unvested PBRSUs that is expected to be recognized over a weighted-average period of ~~1.7~~2.0 years. The fair value of PBRSUs are 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 ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 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, 2018	570		$	20.17
Options outstanding at December 31, 2019								479		$	19.59
Options exercised	(80	)	$	24.20				(9	)	$	17.34
Options vested, exercisable, and outstanding at September 30, 2019	490		$	19.51	2.6	$	13,095
Options vested, exercisable, and outstanding at March 31, 2020								470		$	19.63	2.1	$	5,213

As of ~~September 30, 2019~~March 31, 2020, there was 0 unrecognized compensation cost related to unvested stock options.

The intrinsic value of options exercised was ~~$1.4~~$0.3 million and ~~$14.3~~less than $0.1 million for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 and ~~2018,~~2019, 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 recognize 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 nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018:~~2019:


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
(in thousands)	2019		2018		2019		2018		2020		2019
RSUs	$	4,715	$	5,752	$	17,639	$	20,385	$	5,811	$	7,312
PBRSUs	4,001		3,621		7,659		7,780		1,575		1,915
Stock options	—		—		—		—		—		—
Employee stock purchase plan	392		402		1,565		1,409		699		665
	$	9,108	$	9,775	$	26,863	$	29,574	$	8,085	$	9,892

The table above includes ~~$0.6~~$0.5 million and ~~$1.0~~$0.8 million of share-based compensation expense within cost of services in the accompanying condensed consolidated statements of operations for the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018, respectively, and $2.0 million and $4.4 million for the nine months ended September 30, 2019 and 2018,~~ respectively.

Note 109 – Litigation and Regulatory Contingencies

We have been named in various lawsuits and we are from time to time subject to audit or investigation by governmental agencies arising in the ordinary course of business.

With respect to matters where we ~~have determined~~determine that a loss is both probable and reasonably estimable, we ~~have recorded~~record 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~~record 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 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 US 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. In July 2019, the District Court issued an order certifying a class of approximately 2,000 consumers. We ~~have~~ filed a petition for review of the certification order to the Second Circuit Court of ~~Appeals. The petition is pending.~~

Appeals, which was denied in November 2019.

Separation

Following the Separation, we are responsible for a portion of First American Financial Corporation's ~~(“FAFC”~~("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 ~~September 30, 2019,~~March 31, 2020, 0 reserves were considered ~~necessary by the applicable responsible party.~~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”~~("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 1110 – 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 ~~26.6%~~28.0% and ~~47.9%~~32.9% for the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018, respectively, and 1.4% and 26.0% for the nine months ended September 30, 2019 and 2018,~~ respectively.

For the three months ended ~~September 30, 2019,~~March 31, 2020, when compared to ~~2018,~~the three months ended 2019, the decrease in the effective income tax rate was primarily due to ~~a one-time charge of $12.5 million for the transition tax (in connection with the Tax Cuts and Jobs Act) which was~~nonrecurring charges recorded in ~~the prior year.~~

~~For the nine months ended September 30,~~ 2019 ~~when compared~~related to ~~2018, the decrease in the effective income~~uncertain tax rate was primarily due to a $15.3 million discrete benefit recorded during the current year for the release of state tax reserves and a prior year one-time charge of $12.5 million for the transition tax.benefits.

We are currently under examination for the years 2010 through 2012 and 2016, by the US Internal Revenue Service ("IRS"), our primary taxing authority, and for other years by various ~~state~~other taxing authorities. It is reasonably possible the amount of the unrecognized benefits, as well as the valuation allowance with respect to certain ~~unrecognized~~ tax ~~positions~~attributes, could be significantly ~~increase or decrease within the next twelve months and~~impacted which would have an impact on ~~our~~ net income. ~~Currently,~~In the next 12 months we expect expiration of statutes of limitations ~~within the next twelve months, for which we have tax~~on reserves ~~recorded~~ of approximately ~~$0.9~~$1.3 million asand the release of ~~September 30, 2019.~~reserves and allowances of approximately $17 million to $20 million upon the conclusion of the IRS examination for years 2010 through 2012.

Note 1211 – Earnings Per Share

The following is a reconciliation of net income per share:


	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,						For the Three Months Ended March 31,
	2019			2018			2019			2018			2020		2019
(in thousands, except per share amounts)
Numerator for basic and diluted net income per share:
Net income from continuing operations	$	40,545		$	22,535		$	36,754		$	109,429		$	33,806	$	1,733
Loss from discontinued operations, net of tax	(17,362		)	(84		)	(17,456		)	(175		)
Income/(loss) from discontinued operations, net of tax													13		(46		)
Net income	$	23,183		$	22,451		$	19,298		$	109,254		$	33,819	$	1,687
Denominator:
Weighted-average shares for basic income/(loss) per share	79,761			80,680			80,138			81,073			79,028		80,179
Dilutive effect of stock options and RSUs	1,153			1,337			1,067			1,455			1,497		1,098
Weighted-average shares for diluted income/(loss) per share	80,914			82,017			81,205			82,528			80,525		81,277
Income/(loss) per share
Basic:
Net income from continuing operations	$	0.51		$	0.28		$	0.46		$	1.35		$	0.43	$	0.02
Loss from discontinued operations, net of tax	(0.22		)	—			(0.22		)	—
Income/(loss) from discontinued operations, net of tax													—		—
Net income	$	0.29		$	0.28		$	0.24		$	1.35		$	0.43	$	0.02
Diluted:
Net income from continuing operations	$	0.50		$	0.27		$	0.45		$	1.33		$	0.42	$	0.02
Loss from discontinued operations, net of tax	(0.21		)	—			(0.21		)	—
Income/(loss) from discontinued operations, net of tax													—		—
Net income	$	0.29		$	0.27		$	0.24		$	1.33		$	0.42	$	0.02

The dilutive effect of share-based compensation awards has been calculated using the treasury-stock method. For ~~both~~ the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ an aggregate of ~~less than~~ 0.1 million ~~RSUs were excluded from the weighted-average diluted common shares outstanding due to their anti-dilutive effect. For both the nine months ended September 30, 2019~~ and ~~2018, an aggregate~~0.5 million, respectively, of ~~less than 0.1 million of~~PBRSUs and RSUs ~~and PBRSUs~~ were excluded from the weighted-average diluted common shares outstanding due to their anti-dilutive effect.

Note 1312 – Acquisitions

In January 2020, we acquired the remaining 66% of Location for $11.5 million, subject to certain working capital adjustments. Location is a leading provider of geographic location indicators for crime and non-weather related events connected to underwriting risk assessment. This acquisition further progresses our long-term strategic plan by adding scale to our insurance and spatial businesses. Location is included as a component of our Property Intelligence & Risk Management Solutions ("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 proprietary technology of $6.0 million with an estimated useful life of 10 years, client lists of $0.3 million with an estimated useful life of 5 years, trademarks of $0.8 million with an estimated useful life of 8 years, non-compete agreements of $0.4 million with an estimated useful life of 5 years, and goodwill of $12.3 million. In connection with this acquisition, we remeasured our then-existing 34% investment ownership in Location which resulted in a $0.6 million step-up gain that we recorded within (loss)/gain on investments and other, net, in our condensed consolidated statement of operations in the first quarter of 2020.

In August 2019, we completed the acquisition of National Tax Search LLC ("NTS") for $15.0 million, subject to certain working capital adjustments, and up to $7.5 million to be paid in cash by 2022, contingent upon the achievement of certain revenue targets in fiscal years 2020 and 2021 (see Note 76 - Fair Value for further details). NTS is a leading provider of commercial property tax payment services and specializes in identifying potential collateral loss related to unpaid property tax, homeowners association ~~fee management,~~fees, and inaccurate flood zone ~~determination.~~determinations. The NTS acquisition increases the Company's commercial property information offerings and is expected to drive future growth in the US. NTS is included as a component of our ~~UWS~~Underwriting & Workflow Solutions ("UWS") segment. The purchase price was allocated to the assets acquired and liabilities assumed using a variety of valuation techniques including discounted cash flow analysis, which included significant unobservable inputs. We have preliminarily recorded client lists of ~~$4.6~~$5.0 million with an estimated useful life of 10 years, proprietary technology of ~~$3.2~~$3.3 million with an estimated useful life of 7 years, trademarks of ~~$0.9~~$1.0 million with an estimated useful life of 7 years, non-compete agreements of $0.3 million with an estimated useful life of 5 years, contract liabilities of ~~$1.8~~$2.5 million, and goodwill of ~~$6.6 million, all of which is deductible for tax purposes.~~

In December 2018, we acquired the remaining 72.0% of Symbility Solutions Inc. (“Symbility”) for C$107.1 million, or approximately US $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 & Risk Management (“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

proprietary technology of $14.9 million with an estimated useful life of 8 years, client lists of $6.4 million with an estimated useful life of 12 years, trademarks of $1.2 million with an estimated useful life of 4 years, $5.3 million of deferred tax liabilities, and goodwill of $75.6 million. In connection with this acquisition, we remeasured our existing 28.0% investment ownership in Symbility which resulted in a $13.3 million step-up gain that we recorded within gain/(loss) on investments and other, net in our consolidated statement of operations in the fourth quarter of 2018. For the nine months ended September 30, 2019, goodwill decreased by $0.2 million as a result of a change in the purchase price allocation for certain working capital adjustments.

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, multiple listing services (“MLSs”), 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 3 years, and goodwill of $10.4$5.4 million, all of which is deductible for tax purposes. For the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, goodwill ~~increased~~decreased by $0.1 million as a result of a change in the purchase price allocation for certain working capital adjustments.

In April 2018, we completed the acquisition of a la mode technologies, LLC (“a la mode”) for $120.0 million, exclusive of working capital adjustments. a la mode is a provider of subscription-based software solutions that facilitate the aggregation of data, imagery and photographs in a government-sponsored enterprise compliant format for the completion of US residential appraisals. This acquisition contributes to our continual development and scaling of our end-to-end valuation solutions workflow suite, which includes data and market insights, analytics as well as data-enabled services and platforms. a la mode is included as a component of our UWS 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 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 $63.6 million, of which $61.4 million is deductible for tax purposes.

In February 2018, we completed the acquisition of eTech Solutions Limited (“eTech”) for cash of approximately £15.0 million, or approximately $21.0 million, exclusive of working capital adjustments. eTech is a leading provider of innovative mobile surveying and workflow management software that enhances productivity and mitigates risk for participants in the United Kingdom (“UK”) valuation market. This acquisition expands our UK 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 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.

These business combinations did not have a material impact on our condensed consolidated statements of operations.

We incurred ~~$0.1~~$0.9 million and ~~$0.2~~less than $0.1 million of acquisition-related costs within selling, general and administrative expenses on our condensed consolidated statement of operations for the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018, respectively, and $0.3 million and $1.9 million for the nine months ended September 30, 2019 and 2018,~~ respectively.

Note 1413 – Segment Information

We have organized into 2 reportable segments: PIRM and UWS.

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

The operating results of our PIRM segment included intercompany revenues of ~~$2.7~~$4.0 million and ~~$1.7~~$1.8 million for the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018, respectively, and $6.7 million and $4.9 million for the nine months ended September 30, 2019 and 2018,~~ respectively. The segment also included intercompany expenses of $0.8 million ~~and $0.7 million~~ for both the three months ended ~~September 30, 2019~~March 31, 2020 and ~~2018, respectively, and $2.6 million and $2.3 million for the nine months ended September 30, 2019 and 2018, respectively.~~2019.

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, orand track this information, and assist our clients with vetting and onboarding prospects, meeting compliance regulations and understanding, ~~diagnosing~~evaluating, and monitoring property values. Our UWS solutions include property tax solutions, valuation

solutions, credit solutions, and flood ~~services~~data solutions in North America. The segment’s primary clients are large, national mortgage lenders and servicers, but we also serve regional mortgage lenders and brokers, credit unions, commercial banks, fixed-income investors, government agencies, and property and casualty insurance companies.

The operating results of our UWS segment included intercompany revenues of $0.8 million ~~and $0.7 million~~ for both the three months ended ~~September 30, 2019~~March 31, 2020 and ~~2018, respectively, and $2.6 million and $2.3 million for the nine months ended September 30, 2019 and 2018, respectively.~~2019. The segment also included intercompany expenses of ~~$2.7~~$1.8 million ~~and $1.7 million~~ for both the three months ended ~~September 30, 2019~~March 31, 2020 and ~~2018, respectively, and $6.7 million and $4.9 million for the nine months ended September 30, 2019 and 2018, respectively.~~2019.

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) of affiliates, net of tax, and interest expense.

The results of our Corporate segment included intercompany expenses of $2.2 million for the three months ended March 31, 2020 and NaN for 2019.

Selected financial information by reportable segment is as follows:


(in thousands)	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			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)
For the Three Months Ended September 30, 2019
For the Three Months Ended March 31, 2020																					Operating Revenues			Depreciation and Amortization			Operating Income/(Loss)				Equity in Earnings/(Losses) of Affiliates, Net of Tax				Net Income/(Loss) From Continuing Operations				Capital Expenditures
PIRM				$			181,649						$	25,015					$	23,443						$				762											$	27,197	$	12,221
UWS	280,828					13,012			77,758			(4		)		74,803			2,319
Corporate	—				7,690			(27,501		)	(153		)		(61,455		)	15,078			—					8,587				(26,861		)		(194		)		(61,859		)	7,796
Eliminations	(3,520		)		—			—			—				—			—			(4,791		)	—				—				—				—				—
Consolidated (excluding discontinued operations)	$	458,957			$	45,717		$	73,700		$	605			$	40,545		$	29,618		$	443,885		$	46,843		$	67,071			$	512			$	33,806			$	23,776

For the Three Months Ended September 30, 2018
For the Three Months Ended March 31, 2019
PIRM	$	180,607			$	26,143		$	22,978		$	(168	)		$	24,242		$	12,200		$	175,808		$	26,799		$	14,352			$	(524	)		$	11,387			$	15,613
UWS	273,625				16,402			61,850			(12		)		61,621			3,151			244,518			15,775			45,852				—				45,435				5,768
Corporate	—				5,916			(25,048		)	19				(63,328		)	10,715			—			6,645			(39,000		)		102				(55,089		)		11,586
Eliminations	(2,464		)		—			—			—				—			—			(2,618		)	—			—				—				—				—
Consolidated (excluding discontinued operations)	$	451,768			$	48,461		$	59,780		$	(161	)		$	22,535		$	26,066		$	417,708		$	49,219		$	21,204			$	(422	)		$	1,733			$	32,967

For the Nine Months Ended September 30, 2019
PIRM	$	541,174			$	77,927		$	60,821		$	720			$	57,856		$	42,124
UWS	804,363				42,544			143,389			(12		)		140,615			12,948
Corporate	—				21,571			(94,716		)	(211		)		(161,717		)	37,567
Eliminations	(9,334		)		—			—			—				—			—
Consolidated (excluding discontinued operations)	$	1,336,203			$	142,042		$	109,494		$	497			$	36,754		$	92,639

For the Nine Months Ended September 30, 2018
PIRM	$	537,029			$	77,341		$	72,730		$	3,843			$	77,208		$	39,323
UWS	855,270				47,849			195,800			(4		)		195,243			7,850
Corporate	—				16,758			(74,694		)	(930		)		(163,022		)	18,860
Eliminations	(7,230		)		—			—			—				—			—
Consolidated (excluding discontinued operations)	$	1,385,069			$	141,948		$	193,836		$	2,909			$	109,429		$	66,033


(in thousands)
Assets	September 30, 2019			December 31, 2018			March 31, 2020			December 31, 2019
PIRM	$	1,906,138		$	1,953,732		$	1,873,151		$	1,988,915
UWS	2,170,041			2,200,292			2,165,633			2,159,403
Corporate	6,056,340			5,995,787			5,975,853			5,938,106
Eliminations	(6,000,412		)	(5,981,450		)	(5,873,296		)	(5,934,053		)
Consolidated (excluding discontinued operations)	$	4,132,107		$	4,168,361		$	4,141,341		$	4,152,371

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

the potential impact that the COVID-19 pandemic, or the perception of its effects, may have on our business;

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

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

interruptions which could impair the delivery of our products and services;

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

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

reliance on our top ten clients for a significant portion of our revenue and profit;

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

risks related to the outsourcing of services and international operations;

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

our ~~cost-reduction program and growth strategies, and our~~ ability to ~~effectively and efficiently implement them;~~operate in international markets;

our ability to protect proprietary technology rights and avoid infringement of others’ proprietary technology rights;

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

our ability to attract and retain qualified management;

~~impairments in our goodwill or other intangible assets; and~~

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

We urge you to carefully consider ~~these~~ risks and uncertainties and review the additional disclosures we make concerning risks and uncertainties that may materially affect the outcome of our forward-looking statements and our future business and operating results, including those made in Item 1A of Part II of this Quarterly Report on Form 10-Q and Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, ~~2018,~~2019, as such risk factors may be amended, supplemented, or superseded from time to time by other reports we file with the Securities and Exchange Commission. We assume no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of the filing of this Quarterly Report on Form 10-Q.

Business Overview

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

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

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

Reportable Segments

We have organized into the following two reportable segments:

Our Property Intelligence & Risk Management (“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 as well as insurance and spatial solutions in North America, Western Europe and Asia Pacific.

Our Underwriting & Workflow Solutions (“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 on-boarding 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.

Results of Operations

Overview of Business Environment and Company Developments

~~Business Environment~~COVID-19

The global coronavirus ("COVID-19") pandemic and the mitigation efforts by governments to attempt to control its spread have adversely impacted the global economy, leading to disruptions and volatility in the global financial markets. As there is no comparable recent event that provides guidance to the effects or duration of COVID-19, we are not able to predict the long-term impact on our business at this time. Most states and many countries have issued policies intended to stop or slow the further spread of the disease. Our first priority remains ensuring the safety and health of our employees, clients, and others with whom we partner in conducting our business. We have deployed risk mitigation activities, safety practices, and business continuity strategies so that we can continue offering our clients consistent service offerings while continuing to protect our employees.

The volume of US mortgage loan originations serves as a key market driver for more than half of our business. We believe the volume and related volatility of real estate and mortgage transactions is primarily affected by real estate prices, the availability of funds for mortgage loans, mortgage interest rates, housing supply, employment levels, actions by the Federal Reserve, and the overall state of the US economy. Mortgage interest rates are extremely low by historical standards, and are resulting in higher demand for refinance activity, while the purchase market has been adversely impacted by reduced construction and sales of new and existing homes, and more recently, due to the COVID-19 pandemic and resulting economic instability. For the quarter ended March 31, 2020, we experienced unfavorable business and revenue impacts related to the COVID-19 pandemic of approximately $6 million. As of March 31, 2020 we did not experience any significant impacts to our financial condition, cash flows, control environment, or any related disclosures.

We will continue to monitor our business trends, financial condition, liquidity, and are taking steps to manage our operating cash flows, by prioritizing our investments, and evaluating our capital needs and activities. Our liquidity as of March 31, 2020 consisted primarily of $152.8 million of cash and $750.0 million of unused committed capacity under our revolving credit facility, and we are in compliance will all financial covenants.

Business Environment

We believe mortgage origination unit volumes ~~were~~increased by approximately ~~20%~~35% to ~~25% higher~~40% in the ~~third~~first quarter of ~~2019~~2020 relative to the same period in ~~2018,~~2019, primarily due to ~~a continued low interest rate environment during which the 10 year US Treasury yield and~~higher mortgage ~~interest rates significantly declined. As a result,~~ refinance volumes ~~activity has strengthened and~~resulting from lower interest rates. For 2020, we ~~now~~ expect ~~full-year 2019~~2020 mortgage unit volumes to be ~~approximately 8%~~flat relative to ~~10%~~2019 levels as lower interest rates are expected to enable higher ~~than 2018 levels.~~refinance volumes; however, we anticipate mortgage purchase volumes to decline due to COVID-19.

We generate the majority of our operating revenues from clients with operations in the US residential real estate, mortgage origination, and mortgage servicing markets. Approximately 31% and ~~32%~~29% of our operating revenues for the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively, were generated from our top ten clients, who consist of the largest US mortgage originators and servicers. None of our clients individually accounted for greater than 10% of our operating revenues for the three months ended ~~September 30, 2019~~March 31, 2020 nor 2018. Approximately 30% and 32% of our operating revenues for the nine months ended September 30, 2019 and 2018, respectively, were generated from our top ten clients with none of our clients individually accounting for greater than 10% of our operating revenues during these periods.2019.

While the majority of our revenues are generated in the US, continued strengthening of the US dollar versus other currencies in ~~2019~~2020 unfavorably impacted the translation of the financial results of our international operating revenues by ~~$8.2~~$2.5 million for the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2020.

Dividends

Acquisitions

In ~~August 2019,~~January 2020, we ~~completed~~acquired the ~~acquisition~~remaining 66% of ~~National Tax Search, LLC (“NTS”~~Location, Inc. ("Location") for ~~$15.0~~$11.5 million, subject to certain working capital adjustments. ~~NTS~~Location is included as a component of our ~~UWS~~PIRM segment. See Note 1312 - Acquisitions for further discussion.

Technology Transformation

In September 2018, we announced the adoption of the Google Cloud Platform (“GCP”) as a foundational element of our ongoing technology transformation program to further expand infrastructure capabilities and drive efficiencies. Successful deployment of this technology has already begun and we expect to complete the initial transformation phase of GCP by December 2020. After the initial deployment, we will continue transitioning our technology over the foreseeable future on an opportunistic basis. As we transition to GCP, we will continue to leverage the capabilities of the cloud platform to achieve best-in-class system performance and reliability and to facilitate the deployment of unique business insights fueled by gold-standard data, information, and analytics. Additionally, we expect to realize cost efficiencies and enhanced security as we transition.

Business Exits & Transformation

In December 2018, we announced ~~the~~our intent to exit a loan origination software unit and ~~our~~its remaining legacy default management related platforms, as well as accelerate ~~our~~an appraisal management company ~~(“AMC”~~("AMC") transformation program. We believe these actions ~~will expand~~have expanded our overall profit margins and provide for enhanced long-term organic growth trends. In September 2019, we divested our default ~~technology-related~~management related platforms and received proceeds of $3.8 ~~million and expect the~~million. The AMC transformation ~~to be~~was concluded byin December ~~31,~~ 2019. ~~For the three and nine months ended September 30, 2019, we incurred lower~~Operating revenues ~~of approximately $16.0 million and $30.0 million, respectively,~~ attributable to ~~our~~the aforementioned business exits and ~~strategic transformation. We also recorded non-cash impairment charges~~AMC transformation were $20.8 million for the quarter ended March 31, 2019.

Unless otherwise indicated, the Management’s Discussion and Analysis of ~~$47.8 million~~Financial Condition and ~~severance expense~~Results of ~~$5.4 million~~Operations in ~~2019 relating~~this Quarterly Report on Form 10-Q relate solely to the ~~AMC transformation program.~~

~~Productivity and Cost Management~~

~~In line with~~discussion of our on-going commitment to operational excellence and margin expansion, we are targeting a cost reduction of at least $20.0 million in 2019. Savings are expected to be realized through the reduction of operating costs, selling, general and administrative costs, outsourcing certain business process functions, consolidation of facilities and other operational improvements.

continuing operations.

Consolidated Results of Operations

Three Months Ended ~~September 30, 2019~~March 31, 2020 Compared to ~~the~~ Three Months Ended ~~September 30, 2018~~March 31, 2019

Operating Revenues

Our consolidated operating revenues were ~~$459.0~~$443.9 million for the three months ended ~~September 30, 2019~~,March 31, 2020, an increase of ~~$7.2~~$26.2 million, or ~~1.6%~~6.3%, when compared to ~~the comparable period in 2018,~~2019, and consisted of the following:


(in thousands, except percentages)	2019			2018			$ Change			% Change		2020			2019			$ Change			% Change
PIRM	$	181,649		$	180,607		$	1,042		0.6	%	$	173,055		$	175,808		$	(2,753	)	(1.6	)%
UWS	280,828			273,625			7,203			2.6		275,621			244,518			31,103			12.7
Corporate and eliminations	(3,520		)	(2,464		)	(1,056		)	42.9		(4,791		)	(2,618		)	(2,173		)	83.0
Operating revenues	$	458,957		$	451,768		$	7,189		1.6	%	$	443,885		$	417,708		$	26,177		6.3	%

Our PIRM segment ~~operating~~ revenues ~~increased~~decreased by ~~$1.0~~$2.8 million, or ~~0.6%~~1.6%, for the three months ended ~~September 30, 2019~~March 31, 2020, when compared to ~~2018.~~2019. Excluding acquisition activity of ~~$11.1~~$0.5 million, ~~operating revenues decreased $10.1~~the decrease of $3.3 million was primarily due to unfavorable foreign exchange translation of $2.5 million within property insights, lower other revenues of $2.6 million, and lower revenue due to COVID-19. These revenue decreases were offset by higher property insights revenues of ~~$5.6~~$0.7 million ~~which included unfavorable foreign exchange of $2.5 million~~on a constant-currency basis and ~~weaker market conditions in Australia of $3.1 million. Insurance~~higher insurance and spatial solutions revenues ~~decreased by $1.9 million primarily due to softer market demand mainly in catastrophic risk modeling. Other revenues decreased by $2.6~~of $1.1 million.

Our UWS segment revenues increased by ~~$7.2~~$31.1 million, or ~~2.6%~~12.7%, for the three months ended ~~September 30, 2019~~March 31, 2020, when compared to ~~2018. The variance is~~2019. Excluding acquisition activity of $1.6 million, the increase of $29.5 million was primarily due to higher ~~mortgage market volumes and market share gains across our~~ property tax solutions of $13.9 million, higher credit solutions revenues of $13.3 million, and higher flood data ~~and valuation~~ solutions revenues of $10.6 million primarily related to increased volumes. These increases were partially offset by lower valuation solutions revenue of $5.1 million, and lower other revenues of $3.2 million, due to the ~~impact~~impacts of the sale of our non-core default technology business units and the completion of our AMC transformation program in 2019, and lower revenue related to COVID-19. Operating revenues attributable to the aforementioned business exits and AMC transformation ~~initiatives which lowered our revenues by approximately $16.0~~were $20.8 million ~~within valuation solutions and other revenues. Refer to "Business Exits & Transformation" discussion above~~ for ~~further details.~~the quarter ended March 31, 2019.

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

Cost of Services (excluding depreciation and amortization)

Our consolidated cost of services was ~~$228.2~~$215.6 million for the three months ended ~~September 30, 2019,~~March 31, 2020, a decrease of ~~$2.2~~$3.5 million, or ~~1.0%~~1.6%, when compared to ~~2018.~~2019. Excluding acquisition activity of ~~$6.2~~$1.6 million, the decrease of ~~$8.4~~$5.1 million was primarily due to ~~lower operating revenues and~~ favorable product mix.

Selling, General and Administrative Expenses

Our consolidated selling, general and administrative expenses ~~was $111.3~~were $114.4 million for the three months ended ~~September 30, 2019,~~March 31, 2020, a decrease of ~~$1.8~~$13.8 million, or ~~1.6%~~10.8%, when compared to ~~2018.~~2019. Excluding acquisition activity of ~~$5.4~~$0.8 million, the decrease of ~~$7.2~~$14.6 million was primarily due to lower compensation costs of $17.7 million and lower professional fees of ~~$7.9~~$7.1 million, ~~lower outsourced services of $4.4 million, and personnel-related savings of $1.7 million. These were~~ offset by higher ~~productivity-related investments~~external services of ~~$6.1~~$2.8 million, higher foreign exchange remeasurements of $4.8 million, and higher other expenses of ~~$0.7~~$2.6 million.

Depreciation and Amortization

Our consolidated depreciation and amortization expense was ~~$45.7~~$46.8 million for the three months ended ~~September 30, 2019,~~March 31, 2020, a decrease of ~~$2.7~~$2.4 million, or ~~5.7%~~4.8%, when compared to ~~2018.~~2019. Excluding acquisition activity of ~~$1.2~~$0.5 million, the decrease of ~~$3.9~~$2.9 million ~~was~~is primarily due to assets that were fully impaired during the ~~previous quarter.~~prior year.

Operating Income

Our consolidated operating income was ~~$73.7~~$67.1 million for the three months ended ~~September 30, 2019,~~March 31, 2020, an increase of ~~$13.9~~$45.9 million, or ~~23.3%~~216.3%, when compared to ~~2018,~~2019, and consisted of the following:


(in thousands, except percentages)	2019			2018			$ Change			% Change		2020			2019			$ Change		% Change
PIRM	$	23,443		$	22,978		$	465		2.0	%	$	18,318		$	14,352		$	3,966	27.6	%
UWS	77,758			61,850			15,908			25.7		75,614			45,852			29,762		64.9
Corporate and eliminations	(27,501		)	(25,048		)	(2,453		)	9.8		(26,861		)	(39,000		)	12,139		(31.1	)
Operating income	$	73,700		$	59,780		$	13,920		23.3	%	$	67,071		$	21,204		$	45,867	216.3	%

Our PIRM segment operating income increased by ~~$0.5~~$4.0 million, or ~~2.0%~~27.6%, for the three months ended ~~September 30, 2019~~March 31, 2020, when compared to ~~2018.~~2019. Excluding acquisition activity of ~~$0.1~~$0.4 million, operating income increased by ~~$0.6~~$4.4 million and margins increased by ~~108~~269 basis points primarily due to favorable product mix and the impact of our ongoing operational efficiency programs.

Our UWS segment operating income increased by ~~$15.9~~$29.8 million, or ~~25.7%~~64.9%, for the three months ended ~~September 30, 2019~~March 31, 2020, when compared to ~~2018.~~2019. Excluding acquisition activity of ~~$0.1~~$0.3 million, operating income increased by ~~$16.0~~$30.1 million and margins increased by ~~517~~895 basis points, primarily ~~driven~~impacted by higher revenues, ~~favorable~~improved product mix, and the impact of our ongoing operational efficiency programs.

Corporate and eliminations had ~~an unfavorable~~a favorable variance of ~~$2.5~~$12.1 million, or ~~9.8%~~31.1%, for the three months ended ~~September 30, 2019 when compared to 2018,~~March 31, 2020, primarily due to ~~higher~~lower investments in data and technology ~~capabilities.~~capabilities as well as lower compensation costs.

Total Interest Expense, net

Our consolidated total interest expense, net, was ~~$19.5~~$17.8 million for the three months ended ~~September 30, 2019, an increase~~March 31, 2020, a decrease of ~~$0.4~~$0.9 million, or ~~2.2%~~5.1%, when compared to ~~2018.~~2019. The ~~increase~~decrease was primarily due to ~~higher~~lower interest rates ~~on our interest rate swaps (“Swaps”). See~~ ~~Note 5 - Long-Term Debt~~ ~~for further discussion on the Swaps.~~as well as lower average outstanding principal balances.

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

Our consolidated ~~gain~~loss on investments and other, net, was ~~$0.2~~$3.0 million for the three months ended ~~September 30, 2019,~~March 31, 2020, an unfavorable variance of ~~$2.6~~$3.8 million, when compared to ~~2018.~~2019. The ~~current~~net loss for the 2020 period ~~net~~was primarily ~~includes $1.3 million gain~~due to losses related to ~~the sale~~our supplemental benefit plans of ~~a non-core business unit and other~~$7.5 million, partially offset by gains of ~~$0.4~~$1.4 million ~~largely offset by~~related to acquisition activities. The 2019 period reflected a loss of ~~$1.5~~$2.3 million related to ~~a non-cash impairment charge on~~revaluation of an equity ~~method~~ investment. ~~The prior year period primarily reflects $1.0 million in gains related to supplemental benefit plans as well as a $1.7 million gain from the sale of a non-core business-line.~~

Provision for Income Taxes

Our consolidated provision for income taxes from continuing operations before equity in earnings/(losses) of affiliates and income taxes was ~~$14.5~~$13.0 million and ~~$20.8~~$1.1 million for the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively. The effective tax rate was ~~26.6%~~28.0% and ~~47.9%~~32.9% for the three months ended ~~September 30,~~March 31, 2020 and 2019, and 2018, respectively. The change in the effective income tax rate was primarily due to the one-time charge of $12.5 million for the transition tax (in connection with the Tax Cuts and Jobs Act) which we recorded in the prior year.

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

Our consolidated equity in earnings of affiliates, net of tax was $0.6 million for the three months ended September 30, 2019, a favorable variance of $0.8 million when compared to 2018. We have equity interests in various affiliates which had earnings in the current period compared to prior year losses causing the favorable variance.

~~Loss from Discontinued Operations, net of tax~~

Our consolidated loss from discontinued operations, net of tax was $17.4 million for the three months ended September 30, 2019. This loss principally related to the impact of an appellate court decision in August 2019 pertaining to a discontinued operating unit, for which we recorded a liability of $21.7 million as of September 30, 2019. See ~~Note 1 - Basis of Condensed Consolidated Financial Statements~~ ~~for further information.~~

~~Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018~~

~~Operating Revenues~~

~~Our consolidated operating revenues were $1.3 billion for the nine months ended September 30, 2019, a decrease of $48.9 million, or 3.5%, when compared to 2018, and consisted of the following:~~

(in thousands, except percentages) 2019 2018 $ Change % Change
PIRM $ 541,174
$ 537,029
$ 4,145
0.8 %
UWS 804,363
855,270
(50,907 ) (6.0 )
Corporate and eliminations (9,334 ) (7,230 ) (2,104 ) 29.1
Operating revenues $ 1,336,203
$ 1,385,069
$ (48,866 ) (3.5 )%

Our PIRM segment revenues increased by $4.1 million, or 0.8%, for the nine months ended September 30, 2019 when compared to 2018. Excluding acquisition activity of $37.7 million, the decrease of $33.6 million was primarily due to lower property insight revenues of $24.7 million as well as lower insurance and spatial solutions revenues of $2.6 million primarily due to lower volumes. Property insights included unfavorable foreign exchange of $8.2 million and weaker market conditions in Australia, which negatively impacted revenues by $7.3 million. Other revenues decreased by $6.3 million.

Our UWS segment revenues decreased by $50.9 million, or 6.0%, for the nine months ended September 30, 2019 when compared to 2018. Excluding acquisition activity of $9.4 million, the decrease of $60.3 million was primarily due to lower property tax solutions of $19.3 million primarily driven by a prior year benefit of accelerated revenue recognition and lower credit solutions of $24.5 million primarily related to lower volumes. Additionally, our valuation solutions and other revenues reflect the impact of our business exits and transformation initiatives which lowered our segment revenues by approximately $30.0 million. Refer to "~~Business Exits & Transformation" discussion above for further details. The decrease was partially offset by higher flood data and valuations solutions due to increased market volumes.~~

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

~~Cost of Services (excluding depreciation and amortization)~~

Our consolidated cost of services was $674.5 million for the nine months ended September 30, 2019, a decrease of $34.7 million, or 4.9%, when compared to 2018. Excluding acquisition activity of $20.8 million, the decrease of $55.5 million was primarily due to lower operating revenues.

~~Selling, General and Administrative Expenses~~

Our consolidated selling, general and administrative expenses were $362.3 million for the nine months ended September 30, 2019, an increase of $22.2 million, or 6.5%, when compared to 2018. Excluding acquisition activity of $20.4 million, the increase of $1.8 million was primarily due to higher productivity-related investments of $14.0 million, higher severance expense of $5.5 million, higher professional fees of $2.4 million, partially offset by lower outsourced services of $16.0 million, personnel-related savings of $3.9 million, and lower other expenses of $0.2 million.

~~Depreciation and Amortization~~

Our consolidated depreciation and amortization expense was $142.0 million for the nine months ended September 30, 2019, an increase of $0.1 million, or 0.1%, when compared to 2018. Excluding acquisition activity of $5.6 million, the decrease of $5.5 million is primarily due to assets that were fully impaired during the current year.

~~Impairment Loss~~

Our consolidated impairment loss totaled $47.9 million for the nine months ended September 30, 2019, primarily representing write-offs of client lists of $32.3 million, software of $12.3 million, and licenses of $3.3 million related to ongoing business transformation activities of our AMC business within our UWS segment.

~~Operating Income~~

~~Our consolidated operating income was $109.5 million for the nine months ended September 30, 2019, a decrease of $84.3 million, or 43.5%, when compared to 2018, and consisted of the following:~~

(in thousands, except percentages) 2019 2018 $ Change % Change
PIRM $ 60,821
$ 72,730
$ (11,909 ) (16.4 )%
UWS 143,389
195,800
(52,411 ) (26.8 )
Corporate and eliminations (94,716 ) (74,694 ) (20,022 ) 26.8
Operating income $ 109,494
$ 193,836
$ (84,342 ) (43.5 )%

Our PIRM segment operating income decreased by $11.9 million, or 16.4%, for the nine months ended September 30, 2019 when compared to 2018. Excluding acquisition activity of $0.7 million, operating income decreased by $11.2 million and margins decreased by 124 basis points primarily due to lower operating revenues, partially offset by the impact of our ongoing operational efficiency programs.

Our UWS segment operating income decreased by $52.4 million, or 26.8%, for the nine months ended September 30, 2019 when compared to 2018. Excluding acquisition activity of $1.0 million, operating income decreased by $53.4 million, primarily impacted by an impairment loss of $47.9 million, lower revenues driven by a prior year benefit of accelerated revenue recognition and higher severance charges related to ongoing business transformation activities of our AMC business, partially offset by the impact of our ongoing operational efficiency programs.

Corporate and eliminations had an unfavorable variance of $20.0 million, or 26.8%, for the nine months ended September 30, 2019 primarily due to higher investments in data and technology capabilities as well as higher severance.

~~Total Interest Expense, net~~

Our consolidated total interest expense, net was $57.4 million for the nine months ended September 30, 2019, an increase of $2.4 million, or 4.4%, when compared to 2018. The increase was primarily due to higher interest rates on our Swaps. See ~~Note 5 - Long-Term Debt~~ ~~for further discussion on the Swaps.~~

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

Our consolidated loss on investments and other, net was $1.9 million for the nine months ended September 30, 2019, an unfavorable variance of $7.1 million, or 137.6%, when compared to 2018. The unfavorable variance was primarily due to a loss of $6.6 million related to a fair value adjustment on an equity investment, a loss of $1.5 million related to a non-cash impairment charge on an equity method investment, a write-off of $1.5 million of unamortized debt issuance costs due to financing activities in May 2019, and a prior year gain of $1.0 million on our contingent consideration agreements. These were partially offset by higher realized gains related to our supplemental benefit plans of $1.7 million, a current period gain of $1.3 million related to the sale of a non-core business unit, and other gains of $0.5 million.

~~Tax Indemnification Release~~

During the second quarter of 2019, we recorded a $13.4 million loss related to the release of a tax indemnification receivable due to the expiration of the statutes of limitations in our principal state jurisdictions. Associated state tax reserves of $15.3 million were also released and recognized as income tax benefit through the provision for income taxes.

~~Provision for Income Taxes~~

Our consolidated provision for income taxes from continuing operations before equity in earnings/(losses) of affiliates and income taxes was $0.5 million and $37.4 million for the nine months ended September 30, 2019 and 2018, respectively. The effective tax rate was 1.4% and 26.0% for the nine months ended September 30, 2019 and 2018, respectively. The decrease in the effective income tax rate was primarily due to a $15.3 million discrete benefit recorded during the second quarter of 2019 for the reversal of state tax reserves in addition to the one-time charge of $12.5 million for the transition tax (in connection with the Tax Cuts and Jobs Act) which wasnonrecurring charges recorded in ~~the prior year.~~

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

~~Our consolidated equity in earnings of affiliates, net of tax was $0.5 million for the nine months ended September 30,~~ 2019 ~~an unfavorable variance of $2.4 million, or 82.9% when compared to 2018. The decrease was primarily~~ related to ~~the acquisition of Symbility in December 2018 which had previously been an equity method investment.~~

~~Loss from Discontinued Operations, net of~~uncertain tax

Our consolidated loss from discontinued operations, net of tax was $17.5 million for the nine months ended September 30, 2019. This loss principally related to the impact of an appellate court decision in August 2019 pertaining to a discontinued operating unit, for which we recorded a liability of $21.7 million as of September 30, 2019. See ~~Note 1 - Basis of Condensed Consolidated Financial Statements~~ ~~for further information.~~ benefits.

Liquidity and Capital Resources

Cash and cash equivalents as of ~~September 30, 2019~~March 31, 2020 totaled ~~$88.2~~$152.8 million, ~~a decrease~~an increase of ~~$3.0~~$47.6 million from December 31, ~~2018.~~2019. As of ~~September 30, 2019,~~March 31, 2020, our cash balances held in foreign jurisdictions totaled $41.1 million and are primarily related to our international operations. We plan to maintain significant cash balances outside of the US for the foreseeable future.

Restricted cash of ~~$13.6~~$9.9 million as of ~~September 30, 2019~~March 31, 2020 and ~~$13.0~~$10.5 million as of December 31, ~~2018 was~~2019 is comprised ~~of certificate~~ of deposits that are pledged for various letters of credit/bank guarantees secured by us, escrow accounts due to acquisitions and divestitures, as well as short-term investments within our deferred compensation plan trust.

Cash Flow

Operating Activities. Cash provided by operating activities reflects net income adjusted for certain non-cash items and changes in operating assets and liabilities. Total cash provided by operating activities was approximately ~~$247.1~~$112.9 million and ~~$252.3~~$64.6 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively. The ~~decrease~~increase in cash provided by operating activities was primarily due to ~~lower~~higher net income from continuing operations, as adjusted for non-cash activities, ~~offset by~~and favorable changes in working capital items.

Investing Activities. Total cash used in investing activities was approximately ~~$96.9~~$35.5 million and $~~202.6~~30.7 million during the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 and ~~2018,~~2019, respectively. The ~~decrease~~increase was primarily related to ~~lower~~higher net cash paid for acquisitions of ~~$127.7~~$11.8 million, lower net inflows from investments of $1.2 million, lower proceeds from the prior-year sale of a business-line of $1.1 million, partially offset by ~~higher~~lower investments in technology and innovation of ~~$26.6~~$9.2 million.

Financing Activities. Total cash used in financing activities was approximately ~~$147.2~~$25.6 million for the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, which was primarily comprised of ~~repayments~~dividends paid of ~~long-term debt of $1.8 billion, debt issuance costs of $9.6 million, share repurchases of $61.6~~$17.4 million, net outflows from share-based compensation-related transactions of ~~$1.3~~$5.1 million, ~~partially offset by proceeds from~~share repurchases of $2.4 million, and repayments of long-term debt of ~~$1.8 billion.~~$0.7 million. Total cash used in financing activities was approximately ~~$74.6~~$32.0 million for the ~~nine~~three months ended ~~September 30, 2018,~~March 31, 2019, which was primarily comprised of repayment of long-term debt of ~~$114.6~~$25.6 million, ~~and share repurchases of $87.0 million, partially offset by proceeds from long-term debt of $120.1 million and~~ net ~~proceeds~~outflows from share-based compensation-related transactions of ~~$7.0~~$5.8 million, and contingent consideration payments of $0.6 million.

Financing and Financing Capacity

~~Total~~We had total debt outstanding ~~gross, was~~of $1.7 billion ~~and $1.8 billion, respectively,~~ for ~~the~~both periods as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019. Our significant debt instruments and borrowing capacity are described below.

Credit Agreement

~~In May 2019, we amended and restated our credit agreement (the “Credit Agreement”).~~ The Credit Agreement provides for a $1.8 billion term loan facility (the “Term Facility”), and a $750.0 million revolving credit facility (the “Revolving Facility”). The Term Facility matures and the Revolving Facility expires onin May ~~31,~~ 2024. The Revolving Facility includes a $100.0 million multi-currency revolving sub-facility and a $50.0 million letter of credit sub-facility. The Credit Agreement also provides for the ability to increase the Term Facility and Revolving Facility by up to $300.0 million in the aggregate; however, the lenders are not obligated to do so. As of ~~September 30, 2019,~~March 31, 2020, we had borrowing capacity under the Revolving Facility of $750.0 million and were in compliance with the financial and restrictive covenants of the Credit Agreement. See Note 5 - Long-Term Debt for further discussion.

Interest Rate Swaps

We have entered into amortizing ~~Swaps~~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 designed to have the effect of fixing the rate of interest on at least 50% of the principal balance of our ~~debt as fixed rate.~~senior term debt.

As of ~~September 30, 2019,~~March 31, 2020, the Swaps have a combined remaining notional balance of $1.3 billion, a weighted average fixed interest rate of ~~2.05%~~2.08% (rates range from ~~1.03%~~0.66% to 2.98%), and scheduled terminations through December 2025. Notional balances under our Swaps are scheduled to increase and decrease ~~over their contract lengths~~ based on our expectations of the level of variable rate debt to be in effect in future periods. Currently, we have scheduled notional amounts of between $1.3 billion and $1.2 billion through September 2021, then $1.1 billion and $1.0 billion through August 2022, and ~~$416.0~~$496.8 million and ~~$400.0~~$465.0 million ~~thereafter until~~through December 2025. Approximate weighted average fixed interest rates for the aforementioned time ~~intervals~~periods are ~~2.39%~~2.51%, 2.64%, and ~~2.95%~~2.61%, respectively.

Liquidity and Capital Strategy

We expect that cash flow from operations and current ~~unrestricted~~ 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, such as financial impacts related to COVID-19, or any decline or adverse changes in our business such as a loss of clients, ~~market and or~~challenges collecting payments from clients, competitive pressures, or other significant change in our business environment.

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

In October 2018, the Board of Directors established a new share repurchase authorization of up to $500.0 million of our common stock. Purchases may be made from time to time in the open market at prevailing market prices or in privately negotiated transactions. During the quarter ended ~~September 30, 2019,~~March 31, 2020, we repurchased ~~0.7~~less than 0.1 million shares of our common stock for ~~$32.6~~$2.4 million. See Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds - Purchases of Equity Securities by the Issuer and Affiliated Purchasers for further discussion.

In April 2020, the Board of Directors announced a cash dividend to common shareholders of $0.22 per share of common stock to be paid in June 2020. We paid a cash dividend of $0.22 per share of common stock in January 2020 to shareholders of record on the close of business January 10, 2020. We expect to make regular quarterly dividend payments for the foreseeable future. The timing, declaration, and payment of future dividends, however, falls within the discretion of the Board of Directors and will depend upon many factors, including the Company’s financial condition and earnings, the capital requirements of our businesses, restrictions imposed by applicable law, and any other factors the Board of Directors deems relevant from time to time.

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, ~~or at all,~~ 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 if~~borrowings. However, continued general economic instability, such as financial impacts resulting from COVID-19 which has caused, and ~~when needed for~~may continue to cause, disruptions in the ~~next twelve months. However,~~financial markets or 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 on acceptable terms or at all 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, ~~2018~~2019. Management believes there have been no material changes to this information. ~~See also~~ ~~Note 1 – Basis for Condensed Consolidated Financial Statements~~ ~~for updates on our accounting policies over 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.

As of ~~September 30, 2019,~~March 31, 2020, we had approximately $1.7 billion in gross, long-term debt outstanding, predominately all of which was variable-interest-rate debt. An increase in interest rates could increase the costs of our variable-interest-rate debt obligations. Rising interest rates could also limit our ability to refinance our debt when it matures or cause us to pay higher interest rates upon refinancing and increase interest expense on refinanced indebtedness.

To manage our interest rate risk 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 the effect of fixing the rate of interest on at least 50% of the principal balance of our ~~debt as fixed rate.~~senior term debt. As of ~~September 30, 2019,~~March 31, 2020, the combined remaining notional balance of the Swaps was $1.3 billion, with a weighted average fixed interest rate of ~~2.05%~~2.08% (rates range from ~~1.03%~~0.66% to 2.98%), and scheduled terminations through December 2025. Notional balances under our Swaps are scheduled to increase and decrease over their contract lengths based on our expectations of the level of variable rate debt to be in effect in future periods. AAfter giving effect to the Swaps, a hypothetical 1% increase or decrease in interest rates would result in an approximately ~~$0.9~~$1.0 million change to interest expense on our existing indebtedness as of ~~September 30, 2019~~March 31, 2020, 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 has been no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) that occurred during the quarter ended ~~September 30, 2019,~~March 31, 2020, that has materially affected, or is 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~~ ~~and~~ ~~Note 10~~9 – 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, ~~2018,~~2019, 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. We are including one supplemental risk factor below, which disclosure should be read in conjunction with the risk factors described in our Annual Report on Form 10-K.

~~There~~The extent to which the COVID-19 pandemic, or the perception of its effects, will impact our business depends on future developments that are largely without precedent.

The global coronavirus ("COVID-19") pandemic and the mitigation efforts by governments to attempt to control its spread have ~~been no material~~adversely impacted the global economy, leading to reduced lending activities and disruptions and volatility in the global capital markets. Many of our clients, and therefore certain of our businesses and revenues, are sensitive to negative changes in general economic conditions. With respect to the ~~Risk Factors~~housing market in particular, although the current interest rate environment is conducive to mortgage activity, other market factors could adversely impact sales of new and existing homes and other activities relevant to the markets we serve. Risks related to the economy and the housing market generally are described in our risk factor titled “Our revenue is affected by the strength of the economy, interest rate environment and the housing market generally” under “Risk Factors” in our Annual Report on Form 10-K for the ~~fiscal~~ year ended December 31, ~~2018.~~2019.

Further deteriorations in economic conditions, as a result of the COVID-19 pandemic or otherwise, could lead to a decline in demand for our products and services and could negatively impact our business. We cannot at this time predict the extent of the impact of the COVID-19 pandemic and its resulting economic impact, but it could have a material adverse effect on our business, financial position, results of operations, and cash flows. For example, we may experience operational issues or financial losses due to a number of factors, including increased cyber fraud risk related to COVID-19, a volatility in mortgage and refinancing transactions, disruptions to operations as a result of issues with our outsource providers or data sources, and concerns related to the ability to collect payments on a timely basis from clients. To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of these and the other risks described in “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2019. The extent to which the coronavirus outbreak impacts our business, financial condition, results of operations, or cash flows will depend on future developments, which are highly uncertain and more challenging to predict, as there are no comparable recent events that provide guidance as to the effect the spread of a global pandemic may have.

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

Unregistered Sales of Equity Securities

During the quarter ended ~~September 30, 2019,~~March 31, 2020, we did not issue any ~~unregistered~~ shares of our common ~~stock.~~stock in any transaction that was not registered under the Securities Act of 1933, as amended.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

In October 2018, the Board of Directors canceled all prior repurchase authorizations and established a new share repurchase authorization of up to $500.0 million. As of ~~September 30, 2019~~March 31, 2020, we have ~~$416.4~~$388.9 million in value of shares of common stock (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 stock repurchases under our existing share repurchase authorization, going forward we will strive to pursue a balanced approach to capital allocation and will consider the repurchase of shares of our common stock, the retirement of outstanding debt and the pursuit of strategic acquisitions on an opportunistic basis.

During the quarter ended ~~September 30, 2019,~~March 31, 2020, we repurchased ~~0.7~~less than 0.1 million shares of our common stock in an open market ~~purchases~~purchase pursuant to the terms of our stock repurchase authorization.



Issuer Purchases of Equity Securities	Issuer Purchases of Equity Securities						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		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
July 1 to July 31, 2019	275,000	$	45.76	275,000	$	436,350,432
August 1 to August 31, 2019	371,073	$	46.85	371,073	$	418,965,662
September 1 to September 30, 2019	53,927	$	48.38	53,927	$	416,357,582
January 1 to January 31, 2020							—	$	—	—	$	391,289,906
February 1 to February 29, 2020							—	$	—	—	$	391,289,906
March 1 to March 31, 2020							50,000	$	48.63	50,000	$	388,858,603
Total	700,000	$	—	700,000			50,000	$	—	50,000

(1) Calculated inclusive of commissions.

Item 6. Exhibits.



Exhibit Number		Description

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 **

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

101		The following unaudited consolidated financial statements for the quarter ended ~~September 30, 2019~~March 31, 2020 included in this quarterly report on Form 10-Q formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statement of Stockholders' Equity, and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tagsü

104		Cover Page Interactive Data File (formatted in Inline XBRL and included in the interactive data files submitted as Exhibit 101)ü



ü	ü	Filed herewith.
**	**	Furnished herewith.

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:	~~October 24, 2019~~April 30, 2020

4436



(in thousands)
Lease Type and Classification	Included Within	September 30, 2019		December 31, 2018 (1)
Assets
Operating	Operating lease assets	$	65,302	$	—
Finance	Property and equipment, net	6,203		5,002
Total		$	71,505	$	5,002

Liabilities
Current
Operating	Operating lease liabilities, current	$	16,839	$	—
Finance	Current portion of long-term debt	2,622		2,340
Long-term
Operating	Operating lease liabilities, net of current	85,844		—
Finance	Long-term debt, net of current	3,697		2,753
Total		$	109,002	$	5,093

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



(in thousands)		September 30, 2019
Lease Cost	Included Within	For the Three Months Ended		For the Nine Months Ended
Finance lease cost
Amortization of lease assets	Depreciation and amortization	$	736	$	2,307
Interest on lease liabilities	Interest expense	$	39	$	107

Operating lease cost	Selling, general and administrative expenses	$	5,284	$	16,315
Operating lease cost	Cost of services	136		208
		$	5,420	$	16,523



(in thousands)
Other Information	Finance Leases			Operating Leases
Cash paid for amounts included in measurement of liabilities
Operating cash outflows	$	107		$	19,714
Financing cash outflows	$	2,306		$	—

Right-of-use assets obtained in exchange for lease liabilities	$	3,537		$	9,587
Weighted average remaining lease term (years)	2.8			8.4
Weighted average discount rate	3.78		%	6.34		%



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



			Fair Value Measurements Using
(in thousands)	Remaining Fair Value (1)		Level 1		Level 2		Level 3		Impairment Losses
Other intangible assets, net	$	—	$	—	$	—	$	—	$	35,600
Property and equipment, net	$	—	$	—	$	—	$	—	$	12,312
Investment in affiliates, net	$	—	$	—	$	—	$	—	$	1,511
	$	—	$	—	$	—	$	—	$	49,423