Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2017 | Oct. 23, 2017 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | CORELOGIC, INC. | ||
Entity Central Index Key | 36,047 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-Q | ||
Document Period End Date | Sep. 30, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | Q3 | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 82,373,826 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 149,411 | $ 72,031 |
Accounts receivable (less allowance for doubtful accounts of $10,149 and $8,857 as of September 30, 2017 and December 31, 2016, respectively) | 278,485 | 269,229 |
Prepaid expenses and other current assets | 45,802 | 43,060 |
Income tax receivable | 7,039 | 6,905 |
Assets of discontinued operations | 744 | 662 |
Total current assets | 481,481 | 391,887 |
Property and equipment, net | 453,876 | 449,199 |
Goodwill, net | 2,244,183 | 2,107,255 |
Other intangible assets, net | 491,072 | 478,913 |
Capitalized data and database costs, net | 329,566 | 327,921 |
Investment in affiliates, net | 37,425 | 40,809 |
Deferred income tax assets, long-term | 1,341 | 1,516 |
Restricted cash | 13,532 | 17,943 |
Other assets | 87,412 | 92,091 |
Total assets | 4,139,888 | 3,907,534 |
Current liabilities: | ||
Accounts payable and accrued expenses | 161,004 | 168,284 |
Accrued salaries and benefits | 82,700 | 107,234 |
Deferred revenue, current | 297,128 | 284,622 |
Current portion of long-term debt | 92,454 | 105,158 |
Liabilities of discontinued operations | 2,014 | 3,123 |
Total current liabilities | 635,300 | 668,421 |
Long-term debt, net of current | 1,704,849 | 1,496,889 |
Deferred revenue, net of current | 500,994 | 487,134 |
Deferred income tax liabilities, long term | 130,114 | 120,063 |
Other liabilities | 162,494 | 132,043 |
Total liabilities | 3,133,751 | 2,904,550 |
Equity: | ||
Preferred stock, $0.00001 par value; 500 shares authorized, no shares issued or outstanding | 0 | 0 |
Common stock, $0.00001 par value; 180,000 shares authorized; 82,374 and 84,368 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively | 1 | 1 |
Additional paid-in capital | 290,251 | 400,452 |
Retained earnings | 812,402 | 724,949 |
Accumulated other comprehensive loss | (96,517) | (122,418) |
Total CoreLogic stockholders' equity | 1,006,137 | 1,002,984 |
Total liabilities and equity | $ 4,139,888 | $ 3,907,534 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Allowance for doubtful accounts | $ 7,913 | $ 8,857 |
Equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized (in shares) | 500,000 | 500,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 180,000,000 | 180,000,000 |
Common stock, shares issued (in shares) | 84,303,000 | 84,368,000 |
Common stock, shares outstanding (in shares) | 84,303,000 | 84,368,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Operating revenues | $ 483,131 | $ 523,896 | $ 1,396,960 | $ 1,477,644 |
Cost of services (excluding depreciation and amortization shown below) | 244,186 | 275,469 | 745,314 | 785,578 |
Selling, general and administrative expenses | 131,323 | 118,208 | 346,723 | 344,288 |
Depreciation and amortization | 45,326 | 44,498 | 131,668 | 127,433 |
Total operating expenses | 420,835 | 438,175 | 1,223,705 | 1,257,299 |
Operating income | 62,296 | 85,721 | 173,255 | 220,345 |
Interest expense: | ||||
Interest income | 393 | 736 | 1,323 | 1,921 |
Interest expense | 16,686 | 15,084 | 45,352 | 49,039 |
Total interest expense, net | (16,293) | (14,348) | (44,029) | (47,118) |
Loss on extinguishment of debt and other, net | (3,095) | (20,056) | (6,513) | (17,873) |
Income from continuing operations before equity in earnings of affiliates and income taxes | 42,908 | 51,317 | 122,713 | 155,354 |
Provision for income taxes | 11,851 | 15,922 | 36,759 | 51,984 |
Income from continuing operations before equity in earnings of affiliates | 31,057 | 35,395 | 85,954 | 103,370 |
Equity in earnings/(losses) of affiliates, net of tax | (229) | 607 | (1,232) | 595 |
Net income from continuing operations | 30,828 | 36,002 | 84,722 | 103,965 |
(Loss)/gain from discontinued operations, net of tax | (74) | (936) | 2,421 | (998) |
Gain from sale of discontinued operations, net of tax | 0 | 0 | 310 | 0 |
Net income | $ 30,754 | $ 35,066 | $ 87,453 | $ 102,967 |
Basic income/(loss) per share: | ||||
Net income from continuing operations (usd per share) | $ 0.37 | $ 0.41 | $ 1.01 | $ 1.18 |
Gain/(loss) from discontinued operations, net of tax (usd per share) | 0 | (0.01) | 0.03 | (0.01) |
Gain from sale of discontinued operations, net of tax (usd per share) | 0 | 0 | 0 | 0 |
Net income attributable to CoreLogic (usd per share) | 0.37 | 0.40 | 1.04 | 1.17 |
Diluted income/(loss) per share: | ||||
Net income from continuing operations (usd per share) | 0.36 | 0.40 | 0.99 | 1.16 |
Gain/(loss) from discontinued operations, net of tax (usd per share) | 0 | (0.01) | 0.03 | (0.01) |
Gain from sale of discontinued operations, net of tax (usd per share) | 0 | 0 | 0 | 0 |
Net income attributable to CoreLogic (usd per share) | $ 0.36 | $ 0.39 | $ 1.02 | $ 1.15 |
Weighted-average common shares outstanding: | ||||
Basic (in shares) | 83,362 | 87,584 | 84,114 | 88,141 |
Diluted (in shares) | 85,090 | 89,188 | 85,840 | 89,701 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Unaudited) Statement - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 30,754 | $ 35,066 | $ 87,453 | $ 102,967 |
Other comprehensive income/(loss) | ||||
Market value adjustments to marketable securities, net of tax | 0 | (463) | 0 | (550) |
Market value adjustments on interest rate swap, net of tax | 41 | 365 | 1,621 | (2,673) |
Foreign currency translation adjustments | 6,078 | 5,922 | 22,761 | 11,232 |
Supplemental benefit plans adjustments, net of tax | (106) | (107) | 1,519 | (320) |
Total other comprehensive income/(loss) | 6,013 | 5,717 | 25,901 | 7,689 |
Comprehensive income | $ 36,767 | $ 40,783 | $ 113,354 | $ 110,656 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 87,453 | $ 102,967 |
Less: Income/(loss) from discontinued operations, net of tax | 2,421 | (998) |
Less: Gain from sale of discontinued operations, net of tax | 310 | 0 |
Net income from continuing operations | 84,722 | 103,965 |
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities: | ||
Depreciation and amortization | 131,668 | 127,433 |
Amortization of debt issuance costs | 4,263 | 4,333 |
Provision for bad debt and claim losses | 12,268 | 11,064 |
Share-based compensation | 29,558 | 29,859 |
Excess tax benefit related to stock options | 0 | (2,352) |
Equity in losses/(earnings) of affiliates, net of taxes | 1,232 | (595) |
Gain on sale of property and equipment | (227) | (21) |
Deferred income tax | (7,038) | 10,283 |
(Loss)/gain on Investments and other, net | 6,513 | 17,873 |
Change in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | (5,655) | (36,737) |
Prepaid expenses and other current assets | 2,414 | (8,671) |
Accounts payable and accrued expenses | (40,681) | (3,393) |
Deferred revenue | 26,037 | 35,814 |
Income taxes | 644 | 32,981 |
Dividends received from investments in affiliates | 1,198 | 8,773 |
Other assets and other liabilities | 21,765 | (13,335) |
Net cash provided by operating activities - continuing operations | 268,681 | 317,274 |
Net cash provided by/(used in) operating activities - discontinued operations | 3,660 | (468) |
Total cash provided by operating activities | 272,341 | 316,806 |
Cash flows from investing activities: | ||
Purchase of subsidiary shares from noncontrolling interests | 0 | (18,023) |
Purchases of property and equipment | (28,534) | (35,156) |
Purchases of capitalized data and other intangible assets | (25,744) | (27,212) |
Cash paid for acquisitions, net of cash acquired | (189,442) | (396,816) |
Purchases of investments | 0 | (3,366) |
Proceeds from sale of property and equipment | 316 | 21 |
Proceeds from sale of investments | 0 | 2,451 |
Change in restricted cash | 5,481 | 1,990 |
Net cash used in investing activities - continuing operations | (237,923) | (476,111) |
Net cash used in investing activities - discontinued operations | 0 | 0 |
Total cash used in investing activities | (237,923) | (476,111) |
Cash flows from financing activities: | ||
Proceeds from long-term debt | 1,995,000 | 915,000 |
Debt issuance costs | (14,294) | (6,314) |
Repayment of long-term debt | (1,796,661) | (647,286) |
Debt extinguishment premium | 0 | (14,246) |
Proceeds from issuance of shares in connection with share-based compensation | 6,330 | 13,119 |
Payment of tax withholdings related to net share settlements | (13,629) | (9,544) |
Shares repurchased and retired | (132,460) | (112,961) |
Excess tax benefit related to stock options | 0 | 2,352 |
Net cash provided by financing activities - continuing operations | 44,286 | 140,120 |
Net cash provided by financing activities - discontinued operations | 0 | 0 |
Total cash provided by financing activities | 44,286 | 140,120 |
Effect of exchange rate on cash and cash equivalents | (1,324) | (890) |
Net change in cash and cash equivalents | 77,380 | (20,075) |
Cash and cash equivalents at beginning of period | 72,031 | 99,090 |
Less: Change in cash and cash equivalents - discontinued operations | 3,660 | (468) |
Plus: Cash swept from/(to) discontinued operations | 3,660 | (468) |
Cash and cash equivalents at end of period | 149,411 | 79,015 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 37,283 | 45,075 |
Cash paid for income taxes | 45,702 | 12,633 |
Cash refunds from income taxes | 524 | 489 |
Non-cash investing activities: | ||
Capital expenditures included in accounts payable and accrued liabilities | $ 6,281 | $ 4,105 |
Condensed Consolidated Stateme7
Condensed Consolidated Statement of Stockholder's Equity (Unaudited) - 9 months ended Sep. 30, 2017 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Loss [Member] |
Beginning balance, shares at Dec. 31, 2016 | 84,368 | 84,368 | |||
Beginning balance at Dec. 31, 2016 | $ 1,002,984 | $ 1 | $ 400,452 | $ 724,949 | $ (122,418) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 87,453 | 87,453 | |||
Shares issued in connection with share-based compensation (shares) | 1,006 | ||||
Shares issued in connection with share-based compensation (value) | 6,330 | 6,330 | |||
Payments Related to Tax Withholding for Share-based Compensation | 13,629 | ||||
Tax withholdings related to net share settlements of restricted stock units | (13,629) | ||||
Share-based compensation | 29,558 | 29,558 | |||
Shares repurchased and retired, shares | (3,000) | ||||
Shares repurchased and retired | (132,460) | (132,460) | |||
Other comprehensive income | $ 25,901 | 25,901 | |||
Ending balance, shares at Sep. 30, 2017 | 84,303 | 82,374 | |||
Ending balance at Sep. 30, 2017 | $ 1,006,137 | $ 1 | $ 290,251 | $ 812,402 | $ (96,517) |
Basis of Condensed Consolidated
Basis of Condensed Consolidated Financial Statements | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Condensed Consolidated Financial Statements | Basis of Condensed Consolidated Financial Statements CoreLogic, Inc., together with its subsidiaries (collectively "we", "us" or "our"), is a leading global property information, insight, analytics and data-enabled solutions provider operating in North America, Western Europe and Asia Pacific. Our combined data from public, contributory and proprietary sources provides detailed coverage of property, mortgages and other encumbrances, consumer credit, tenancy, location, hazard risk and related performance information. The markets we serve include real estate and mortgage finance, insurance, capital markets and the public sector. We deliver value to clients through unique data, analytics, workflow technology, advisory and managed solutions. Clients rely on us to help identify and manage growth opportunities, improve performance and mitigate risk. Our condensed consolidated financial information included in this report has been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) 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 2016 year-end condensed consolidated balance sheet was derived from the Company's audited financial statements for the year ended December 31, 2016 . 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, 2016 . 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 revenues from clients with operations in the U.S. residential real estate, mortgage origination and mortgage servicing markets. Approximately 37% and 41% of our operating revenues for the three months ended September 30, 2017 and 2016 , respectively, and 39% and 42% for the nine months ended September 30, 2017 and 2016 , respectively, were generated from our top ten clients, who consist of the largest U.S. mortgage originators and servicers. One of our clients accounted for approximately 11% of our operating revenues for the three months ended September 30, 2017 , and two of our customers accounted for approximately 15% and 11% of our operating revenues for the three months ended September 30, 2016 . Two of our clients accounted for approximately 12% and 10% of our operating revenues for the nine months ended September 30, 2017 and 15% and 12% of our operating revenues for the nine months ended September 30, 2016 . Out-of-Period Correction During the second quarter of 2017, we identified a balance sheet misclassification related to certain liability balances, which overstated our accounts payable and accrued expenses and understated other liabilities by approximately $32.0 million as of December 31, 2016. We corrected the balance sheet misclassification error on a prospective basis during the second quarter of 2017 as we determined the misclassification error was not material to the current financial condition or for the prior annual or interim periods. During 2017, we identified errors which had previously overstated our provision for income taxes by $4.3 million reflected within net income from continuing operations for the year ended December 31, 2015. As a result, we recorded out-of-period adjustments of $1.3 million and $3.0 million in the three months ended June 30, 2017 and September 30, 2017, respectively, lowering our provision for incomes taxes in both periods. We assessed the materiality of the aggregated errors and concluded that the errors were not material to the results of operations or financial condition for the current or prior annual and interim periods, and the corrections are not expected to be material to the full year results for fiscal year 2017. Comprehensive Income Comprehensive income includes all changes in equity except those resulting from investments by owners and distributions to owners. Specifically, foreign currency translation adjustments, amounts related to supplemental benefit plans, unrealized gains and losses on interest rate swap transactions and unrealized gains and losses on investment are recorded in other comprehensive income/(loss). The following table shows the components of accumulated other comprehensive loss, net of taxes as of September 30, 2017 and December 31, 2016 : 2017 2016 Cumulative foreign currency translation $ (95,310 ) $ (118,071 ) Cumulative supplemental benefit plans (4,748 ) (6,267 ) Net unrecognized gains on interest rate swaps 3,541 1,920 Accumulated other comprehensive loss $ (96,517 ) $ (122,418 ) Investment in Affiliates Investments in affiliates are accounted for under the equity method of accounting when we are deemed to have significant influence over the affiliate but do not control or have a majority voting interest in the affiliate. Investments are carried at the cost of acquisition, including subsequent impairments, capital contributions and loans from us, plus our equity in undistributed earnings or losses since inception of the investment. We recorded equity in losses of affiliates, net of tax of $0.2 million and equity in earnings of affiliates, net of tax of $0.6 million for the three months ended September 30, 2017 and 2016 , respectively, and equity in losses of affiliates, net of tax of $1.2 million and equity in earnings of affiliates, net of tax of $0.6 million for the nine months ended September 30, 2017 and 2016 , respectively. For the three months ended September 30, 2017 and 2016 , we recorded $2.8 million and $2.5 million , respectively, of operating revenues and $3.2 million and $2.9 million , respectively, of operating expenses related to our investment in affiliates. For the nine months ended September 30, 2017 and 2016 , we recorded $6.9 million and $7.7 million , respectively, of operating revenues and $8.9 million and $8.4 million , respectively, of operating expenses related to our investment in affiliates. In June 2017, we acquired a 45.0% interest in Mercury Network, LLC ("Mercury") for $70.0 million , which included a call option to purchase the remaining 55.0% interest within the next nine-month period. We fair-valued the call option using the Black-Scholes model at $4.6 million . In August 2017, we purchased the remaining 55.0% ownership of Mercury for an additional $83.0 million and wrote-off our related call option, which resulted in a net loss of $1.9 million within loss on extinguishment of debt and other, net, in the accompanying consolidated statement of operations for the three months ended September 30, 2017 . See Note 8 - Fair Value of Financial Instruments for further discussion. Prior to our acquisition of the controlling interest, we accounted for the investment in Mercury using the equity method. As of August 2017 we completed the acquisition, see Note 11 - Acquisitions for further discussion. Tax Escrow Disbursement Arrangements We administer tax escrow disbursements as a service to our clients in connection with our property tax processing solutions. These deposits are maintained in segregated accounts for the benefit of our clients. Tax escrow deposits totaled $1.3 billion as of September 30, 2017 and $619.4 million as of December 31, 2016 . 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 earn interest income or earnings credits from these deposits and bear the cost of bank-related fees. Under our contracts with our clients, if we make a payment in error or fail to pay a taxing authority when a payment is due, we could be held liable to our clients for all or part of the financial loss they suffer as a result of our act or omission. We maintained claim reserves relating to incorrect disposition of assets of $21.2 million and $22.2 million as of September 30, 2017 and December 31, 2016 , respectively, which is reflected in our accompanying condensed consolidated balance sheets as a component of other liabilities. Pension Plan Buyout We have historically offered a variety of employee benefit plans, including a defined benefit pension plan incorporated with the acquisition of RELS (the "RELS Pension Plan"). The RELS Pension Plan offered participants lump sum and annuity payment options based on a number of factors. In October 2016, RELS voted to terminate the RELS Pension Plan effective October 31, 2016. In June 2017, we made a contribution of $13.5 million to settle the defined benefit pension plan incorporated with the acquisition of RELS. We recorded a loss of $6.1 million within loss on extinguishment of debt and other, net in our condensed consolidated statement of operations and cleared the corresponding RELS Pension Plan liability of $9.2 million and corresponding accumulated other comprehensive loss of $1.8 million within our condensed consolidated balance sheets and condensed consolidated statements of comprehensive income. Recent Accounting Pronouncements In August 2017, Financial Accounting Standards Board (“FASB”) issued guidance to amend and improve the accounting for hedging activities. The amendment eliminates the requirement to separately measure and report hedge ineffectiveness. An initial quantitative assessment to establish that the hedge is highly effective is still required but the amendment allows until the end of the first quarter it is designated to perform to prepare the assessment. After initial qualification, a qualitative assessment can be performed if the hedge is highly effective and the documentation at inception can reasonably support an expectation of high effectiveness throughout the hedge’s term. The amendment requires companies to present all hedged accounting elements that affect earnings in the same income statement line as the hedged item. For highly effective cash flow hedges, fair value changes will be recorded in other comprehensive income and reclassed to earnings when the hedged item impacts earnings. The guidance is effective prospectively in fiscal years beginning after December 15, 2018. Early adoption is permitted but we do not anticipate to elect early adoption. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. In May 2014, the FASB issued updated guidance on revenue recognition in order to i) remove inconsistencies in revenue requirements, ii) provide a better framework for addressing revenue issues, iii) improve comparability across entities, industries, jurisdictions, and capital markets, iv) provide more useful information through improved disclosures, and v) simplify the preparation of financial statements by reducing the number of requirements to which an entity must refer. Under the amendment, an entity should recognize revenue to depict the transfer of promised goods or services to clients in the amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also specifies the accounting treatment for the incremental costs of obtaining a contract, which would not have been incurred had the contract not been obtained. Further, an entity is required to disclose sufficient information to enable the user of the financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows from contracts with clients. The updated guidance provides two methods of adoption: i) retrospective application to each prior reporting period presented, or ii) recognition of the cumulative effect from the retrospective application at the date of initial application. We elected the modified retrospective approach. As updated by FASB in August 2015, the guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier adoption was permitted for annual reporting periods beginning after December 15, 2016 but we did not elect early adoption. Accordingly, we will adopt the new standard as of January 1, 2018. In adopting the updated guidance, we are implementing changes to our accounting policies, business and contract-management processes. We anticipate that our notes to the consolidated financial statements related to revenue recognition will be expanded and the most substantial change to our consolidated financial statements will be a net increase to total deferred revenue of approximately 5% , primarily within our Risk Management and Work Flow (“RMW”) reporting segment, in the initial year of adoption. The expected increase to deferred revenue is principally driven by a change in the accounting for contracts with future discounts that give rise to material rights. Under the current standard, these future discounts are recognized at a point-in-time whereas, under the updated guidance, a portion of the consideration is allocated to material rights and recognized when the future goods or services are transferred. The cumulative impact of all changes to stockholders’ equity is expected to be a net reduction of approximately 5% upon implementation. Further, the updated guidance is not expected to materially impact our revenues and results of operations in the upcoming fiscal years and interim periods. However, we are still in the process of updating our systems and financial controls and continue to review the presentation of our consolidated financial statements and related disclosures required by the updated guidance. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property, Equipment and Software Net Property and equipment, net as of September 30, 2017 and December 31, 2016 consists of the following: (in thousands) 2017 2016 Land $ 7,476 $ 7,476 Buildings 6,487 6,293 Furniture and equipment 64,843 61,582 Capitalized software 917,825 866,398 Leasehold improvements 41,031 29,420 Construction in progress 1,461 20,613 1,039,123 991,782 Less accumulated depreciation (585,247 ) (542,583 ) Property and equipment, net $ 453,876 $ 449,199 Depreciation expense for property and equipment was approximately $21.4 million and $21.1 million for the three months ended September 30, 2017 and 2016 , respectively, and $62.1 million and $61.7 million for the nine months ended September 30, 2017 and 2016 , respectively. |
Goodwill, Net
Goodwill, Net | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Net | Goodwill, Net A reconciliation of the changes in the carrying amount of goodwill and accumulated impairment losses, by operating segment and reporting unit, for the nine months ended September 30, 2017 , is as follows: (in thousands) PI RMW Consolidated Balance as of January 1, 2017 Goodwill $ 1,189,388 $ 925,392 $ 2,114,780 Accumulated impairment losses (600 ) (6,925 ) (7,525 ) Goodwill, net 1,188,788 918,467 2,107,255 Acquisitions 122,178 — 122,178 Translation adjustments 14,750 — 14,750 Balance as of September 30, 2017 Goodwill, net $ 1,325,716 $ 918,467 $ 2,244,183 For the nine months ended September 30, 2017 , we recorded an adjustment of $5.4 million to goodwill within our Property Intelligence ("PI") reporting unit related to the finalization of our FNC, Inc. ("FNC") acquisition purchase price allocation. Further, in August 2017, we completed the acquisitions of Mercury, Myriad Development, Inc. ("Myriad") and Clareity Ventures, Inc. ("Clareity"). We recorded goodwill of $127.9 million , related to the aforementioned acquisitions, within our PI reporting unit. See Note 11 - Acquisitions for additional information. Finally, we recorded goodwill of $0.2 million within our PI reporting unit related to an acquisition that was not significant. |
Other Intangible Assets, Net
Other Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets, Net | Other Intangible Assets, Net Other intangible assets, net consist of the following: September 30, 2017 December 31, 2016 (in thousands) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Client lists $ 690,900 $ (292,222 ) $ 398,678 $ 637,053 $ (257,787 ) $ 379,266 Non-compete agreements 28,119 (14,434 ) 13,685 28,106 (11,136 ) 16,970 Trade names and licenses 125,136 (46,427 ) 78,709 121,086 (38,409 ) 82,677 $ 844,155 $ (353,083 ) $ 491,072 $ 786,245 $ (307,332 ) $ 478,913 Amortization expense for other intangible assets, net was $14.9 million and $13.9 million for the three months ended September 30, 2017 and 2016 , respectively, and $42.9 million and $38.8 million for the nine months ended September 30, 2017 and 2016 , respectively. Estimated amortization expense for other intangible assets, net is as follows: (in thousands) Remainder of 2017 $ 18,157 2018 60,457 2019 56,250 2020 55,953 2021 52,346 Thereafter 247,909 $ 491,072 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Our long-term debt consists of the following: September 30, 2017 December 31, 2016 (in thousands) Gross Debt Issuance Costs Net Gross Debt Issuance Costs Net Bank debt: Term loan facility borrowings due August 2022, weighted-average interest rate of 3.24% as of September 30, 2017 $ 1,800,000 $ (18,039 ) $ 1,781,961 $ — $ — $ — Revolving line of credit borrowings due August 2022 — (7,036 ) $ (7,036 ) — — $ — Term loan facility borrowings due April 2020, weighted-average interest rate of 2.31% as of December 31, 2016, extinguished August 2017 — — — 1,298,125 (12,419 ) 1,285,706 Revolving line of credit borrowings due April 2020, weighted-average interest rate of 2.31% as of December 31, 2016, extinguished August 2017 — — — 302,000 (4,761 ) 297,239 Notes: 7.55% senior debentures due April 2028 14,645 (49 ) 14,596 14,645 (52 ) 14,593 Other debt: Various debt instruments with maturities through 2020 7,782 — 7,782 4,509 — 4,509 Total long-term debt 1,822,427 (25,124 ) 1,797,303 1,619,279 (17,232 ) 1,602,047 Less current portion of long-term debt 92,454 — 92,454 105,158 — 105,158 Long-term debt, net of current portion $ 1,729,973 $ (25,124 ) $ 1,704,849 $ 1,514,121 $ (17,232 ) $ 1,496,889 As of September 30, 2017 and December 31, 2016 , we have recorded $1.0 million and $0.8 million of accrued interest expense, respectively, on our debt-related instruments. Credit Agreement In August 2017, 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 term A loan facility (the “Term Facility”), and a $700.0 million five-year revolving credit facility ("Revolving Facility"). The Term Facility matures and the Revolving Facility expires in August 2022. The Revolving facility includes a $100.0 million multicurrency revolving sub-facility and a $50.0 million letter of credit sub-facility. The Credit Agreement also provides for the ability to increase the Term Facility and/or Revolving Facility by up to $100.0 million in the aggregate; however the lenders are not obligated to do so. The loans under the Credit Agreement will bear interest, at the election of the Company, at (i) the Alternate Base Rate (defined as the greatest 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 (the “Adjusted Eurocurrency Rate”) plus the Applicable Rate. The initial Applicable Rate for Alternate Base Rate borrowings is 1.00% and for Adjusted Eurocurrency Rate borrowings is 2.00% . After December 31, 2017, the Applicable Rate will vary depending upon the Company's leverage ratio. The minimum Applicable Rate for Alternate Base Rate borrowings will be 0.25% and the maximum will be 1.00% . The minimum Applicable Rate for Adjusted Eurocurrency Rate borrowings will be 1.25% and the maximum will be 2.00% . The Credit Agreement also requires the Company to pay a commitment fee for the unused portion of the Revolving Facility, which will be a minimum of 0.25% and a maximum of 0.40% , depending on the Company's leverage ratio. The Credit Agreement provides that loans under the Term Facility shall be repaid in equal quarterly installments, commencing on the last day of the next full fiscal quarter and continuing on each three-month anniversary thereafter. The loans under the Term Facility shall be repaid in an amount equal to $22.5 million for the first eight quarterly payments and in an amount equal to $45.0 million for each quarterly payment thereafter. The outstanding balance of the term loans will be due in August 2022. The Credit Agreement contains the following financial maintenance covenants: (i) a maximum total leverage ratio not to exceed 4.50 : 1.00 ; (stepped down to 4.25 : 1.00 starting with the fiscal quarter ending on September 30, 2018, with a further step down to 4.00 : 1.00 starting with the fiscal quarter ending on September 30, 2019, with an additional step down to 3.75 : 1.00 starting with the fiscal quarter ending on September 30, 2020, and a final step down to 3.50 to 1.00 starting with the fiscal quarter ending on September 30, 2021) and (ii) a minimum interest coverage ratio of at least 3.50 : 1.00 . At September 30, 2017, we had borrowing capacity of $700.0 million under the Revolving Facility and we were in compliance with all of our covenants under the Credit Agreement. Debt Issuance Costs In connection with the amendment and restatement of the Credit Agreement, we incurred approximately $14.3 million of debt issuance costs of which $0.3 million were expensed in the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2017. We capitalized the remaining $14.0 million of debt issuance costs within long-term debt, net in the accompanying condensed consolidated balance sheets, and will amortize these costs over the term of the Credit Agreement. When we amended and restated the Credit Agreement, we had unamortized costs of $13.8 million , of which we wrote-off $1.8 million for the year ended September 30, 2017 and the remaining $12.0 million will amortize over the term of the Credit Agreement. For the nine months ended September 30, 2016, we recorded $6.3 million of debt issuance costs of which $0.3 million were expensed in the accompanying condensed consolidated statements of operations. We capitalized the remaining $6.0 million of debt issuance costs within long-term debt, net in the accompanying condensed consolidated balance sheets. Further, we wrote-off $10.2 million of unamortized debt issuance costs during the nine months ended September 30, 2016. 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 the Company. 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. In June 2017, we entered into Swaps which become effective in March 2018 and terminate in March 2021. The Swaps entered in June 2017 are for an initial notional balance of $275.0 million , with a notional step up of $200.0 million in March 2019 and a fixed interest rate of 1.83% . In August 2016, we entered into Swaps which became effective in September 2016 and terminate in April 2020. The Swaps entered in August 2016 are for an initial notional balance of $500.0 million , with a fixed interest rate of 1.03% , and amortize quarterly by $25.0 million through December 2018, with a notional step up of $100.0 million in March 2019, continued quarterly amortization of $25.0 million through April 2020, and a remaining notional amount of $275.0 million . In May 2014, we entered into Swaps which became effective in December 2014 and terminate in March 2019. The Swaps entered in May 2014 are for an initial notional balance of $500.0 million , with a fixed interest rate of 1.57% , and amortize quarterly by $12.5 million through December 31, 2017 and $25.0 million through December 31, 2018. We have designated the Swaps as cash flow hedges. The estimated fair value of these cash flow hedges is recorded in other assets and/or other liabilities in the accompanying condensed consolidated balance sheets. The estimated fair value of these cash flow hedges resulted in an asset of $6.0 million and a liability of $0.2 million as of September 30, 2017 . We recorded an asset of $5.4 million and a liability of $2.3 million as of December 31, 2016 . Unrealized gains of less than $0.1 million (net of less than $0.1 million in deferred taxes) and unrealized gains of $0.4 million (net of $0.2 million in deferred taxes) for the three months ended September 30, 2017 and 2016 , respectively, and unrealized gains of $1.6 million (net of $1.0 million in deferred taxes) and unrealized losses of $2.7 million (net of $1.7 million in deferred taxes) for the nine months ended September 30, 2017 and 2016 , respectively, were recognized in other comprehensive income/(loss) related to the Swaps. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective income tax rate for income taxes as a percentage of income from continuing operations before equity in losses of affiliates and income taxes was 27.6% and 31.0% for the three months ended September 30, 2017 and 2016 , respectively, and 30.0% and 33.5% for the nine months ended September 30, 2017 and 2016 , respectively. For the three months ended September 30, 2017 , when compared to 2016 , the decrease in the effective income tax rate was primarily attributable to a favorable domestic out-of-period adjustment recorded in the third quarter of 2017 and favorable discrete items, partially offset by unfavorable foreign rate differentials, due to foreign exchange gain and losses in jurisdictions with tax rates lower than the U.S., and a nonrecurring prior year favorable adjustment related to contingent consideration recorded in connection with an acquisition. For the nine months ended September 30, 2017 when compared to 2016 , the decrease in the effective tax rate was primarily attributable to a favorable domestic out-of-period adjustment recorded in the third quarter of 2017 and favorable discrete items and favorable tax benefits related to the adoption of stock-based compensation accounting guidance, partially offset by unfavorable foreign rate differentials, due to foreign exchange gain and losses in jurisdictions with tax rates lower than the U.S., and a nonrecurring prior year favorable release of reserves for foreign uncertain tax benefits. Income taxes included in equity in losses of affiliates were a benefit of $0.1 million and expense of $0.5 million for the three months ended September 30, 2017 and 2016 , respectively, and a benefit of $0.8 million and expense of $0.9 million for the nine months ended September 30, 2017 and 2016 , respectively. For the purpose of segment reporting, these amounts are included in corporate and therefore not reflected in our reportable segments. We are currently under examination for the years 2006-2011, by the US, our primary taxing jurisdiction, and various other state taxing authorities. It is reasonably possible the amount of the unrecognized benefits with respect to unrecognized tax positions could change within the next twelve months. The portion of uncertain tax benefits that are not subject to the First American Financial Corporation (“FAFC”) indemnification could significantly increase or decrease and have an impact on net income. The FAFC indemnification could change by up to $14.0 million due to statutory requirements and would have no impact on net income. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 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, 2017 2016 2017 2016 (in thousands, except per share amounts) Numerator for basic and diluted net income per share: Net income from continuing operations $ 30,828 $ 36,002 $ 84,722 $ 103,965 (Loss)/gain from discontinued operations, net of tax (74 ) (936 ) 2,421 (998 ) Gain from sale of discontinued operations, net of tax — — 310 — Net income attributable to CoreLogic $ 30,754 $ 35,066 $ 87,453 $ 102,967 Denominator: Weighted-average shares for basic income per share 83,362 87,584 84,114 88,141 Dilutive effect of stock options and restricted stock units 1,728 1,604 1,726 1,560 Weighted-average shares for diluted income per share 85,090 89,188 85,840 89,701 Income per share Basic: Net income from continuing operations $ 0.37 $ 0.41 $ 1.01 $ 1.18 (Loss)/gain from discontinued operations, net of tax — (0.01 ) 0.03 (0.01 ) Gain from sale of discontinued operations, net of tax — — — — Net income attributable to CoreLogic $ 0.37 $ 0.40 $ 1.04 $ 1.17 Diluted: Net income from continuing operations $ 0.36 $ 0.40 $ 0.99 $ 1.16 (Loss)/gain from discontinued operations, net of tax — (0.01 ) 0.03 (0.01 ) Gain from sale of discontinued operations, net of tax — — — — Net income attributable to CoreLogic $ 0.36 $ 0.39 $ 1.02 $ 1.15 The dilutive effect of stock-based compensation awards has been calculated using the treasury-stock method. For the three months ended September 30, 2017 an aggregate of less than 0.1 million restricted stock units ("RSUs") were excluded from the weighted-average diluted common shares outstanding due to their anti-dilutive effect. There were no anti-dilutive common shares for the three months ended September 30, 2016. For the nine months ended September 30, 2017 and 2016 , an aggregate of less than 0.1 million RSUs and an aggregate of less than 0.1 million stock options, respectively, were excluded from the weighted-average diluted common shares outstanding due to their anti-dilutive effect. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). We utilize market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The market approach is applied for recurring fair value measurements and endeavors to utilize the best available information. Accordingly, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Fair value balances are classified based on the observability of those inputs. A fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). Level 2 measurements utilize observable inputs in active markets for similar assets and liabilities, or, quoted prices in markets that are not active. In estimating the fair value of the financial instruments presented, we used the following methods and assumptions: Cash and cash equivalents For cash and cash equivalents, the carrying value is a reasonable estimate of fair value due to the short-term nature of the instruments. Restricted cash Restricted cash is comprised of certificates of deposit that are pledged for various letters of credit secured by us and escrow accounts due to acquisitions and divestitures. We deem the carrying value to be a reasonable estimate of fair value due to the nature of these instruments. Contingent consideration The fair value of the contingent consideration was estimated using the Monte-Carlo simulation model, which relies on significant assumption and estimates including discount rates and future market conditions, among others. Long-term debt The fair value of debt was estimated based on the current rates available to us for similar debt of the same remaining maturities and consideration of our default and credit risk. Swaps The fair value of the interest rate swap agreements were estimated based on market-value quotes received from the counterparties to the agreements. The fair values of our financial instruments as of September 30, 2017 are presented in the following table: Fair Value Measurements Using (in thousands) Level 1 Level 2 Level 3 Fair Value Financial Assets: Cash and cash equivalents $ 149,411 $ — $ — $ 149,411 Restricted cash — 13,532 — 13,532 Total Financial Assets $ 149,411 $ 13,532 $ — $ 162,943 Financial Liabilities: Contingent consideration $ — $ — $ 1,800 $ 1,800 Total debt — 1,825,984 — 1,825,984 Total Financial Liabilities $ — $ 1,825,984 $ 1,800 $ 1,827,784 Swaps: Asset for swap $ — $ 5,951 $ — $ 5,951 Liability for swap $ — $ 217 $ — $ 217 The fair values of our financial instruments as of December 31, 2016 are presented in the following table: Fair Value Measurements Using (in thousands) Level 1 Level 2 Level 3 Fair Value Financial Assets: Cash and cash equivalents $ 72,031 $ — $ — $ 72,031 Restricted cash — 17,943 — 17,943 Total Financial Assets $ 72,031 $ 17,943 $ — $ 89,974 Financial Liabilities: Total debt $ — $ 1,622,811 $ — $ 1,622,811 Swaps: Asset for swap $ — $ 5,392 $ — $ 5,392 Liability for swap $ — $ 2,283 $ — $ 2,283 There were no transfers between Level 1, Level 2 or Level 3 securities during the three and nine months ended September 30, 2017 . In connection with our call option related to the Mercury acquisition, we recorded a loss of $4.6 million in our condensed consolidated statement of operations for both the three and nine months ended September 30, 2017. See Note 11 - Acquisitions for further discussion. In connection with our acquisition of Myriad in August 2017, we entered into a contingent consideration agreement of up to $3.0 million to be paid in cash in 2019 upon the achievement of certain revenue targets in fiscal years 2017 and 2018. See Note 11 - Acquisition for further discussion. We fair valued the contingent payment using the Monte-Carlo simulation model and initially recorded $1.8 million as contingent consideration. The contingent payment is fair-valued quarterly and changes are recorded within loss on extinguishment of debt and other, net in our condensed consolidated statement of operations. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation We currently issue equity awards under the Amended and Restated CoreLogic, Inc. 2011 Performance Incentive Plan, which was initially approved by our stockholders at our Annual Meeting held on May 19, 2011 with an amendment and restatement approved by our stockholders at our Annual Meeting held on July 29, 2014, and a subsequent technical amendment by the Board in December 2016 (the “Plan”). The Plan includes the ability to grant RSUs, performance-based restricted stock units ("PBRSUs") and stock options. Prior to the approval of the Plan, we issued share-based awards under the CoreLogic, Inc. 2006 Incentive Plan. The Plan provides for up to 21,909,000 shares of the Company's common stock to be available for award grants. We primarily utilize RSUs and PBRSUs as our share-based compensation instruments for employees and directors. The fair value of any share-based compensation instrument grant is based on the market value of our shares on the date of grant and is recognized as compensation expense over its vesting period. Restricted Stock Units For the nine months ended September 30, 2017 and 2016 , we awarded 671,568 and 967,826 RSUs, respectively, with an estimated grant-date fair value of $26.9 million and $33.7 million , respectively. The RSU awards will vest ratably over three years from their grant date. RSU activity for the nine months ended September 30, 2017 is as follows: Number of Weighted-Average Grant-Date (in thousands, except weighted-average fair value prices) Shares Fair Value Unvested RSUs outstanding at December 31, 2016 1,555 $ 34.14 RSUs granted 672 $ 39.99 RSUs vested (858 ) $ 34.29 RSUs forfeited (61 ) $ 35.87 Unvested RSUs outstanding at September 30, 2017 1,308 $ 37.22 As of September 30, 2017 , there was $31.8 million of total unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a weighted-average period of 2.0 years . The fair value of RSUs is based on the market value of our common stock on the date of grant. Performance-Based Restricted Stock Units For the nine months ended September 30, 2017 and 2016 , we awarded 288,331 and 285,475 PBRSUs, respectively, with an estimated grant-date fair value of $11.5 million and $10.1 million , respectively. These awards are subject to service-based, performance-based and market-based vesting conditions. For PBRSUs awarded during the nine months ended September 30, 2017 , the performance period is from January 1, 2017 to December 31, 2019 and the performance metrics are adjusted earnings per share and market-based conditions. Subject to satisfaction of the performance criteria, the 2017 awards will vest on December 31, 2019. The performance period for the PBRSUs awarded during the nine months ended September 30, 2016 is from January 1, 2016 to December 31, 2018 and the performance metrics are adjusted earnings per share and market-based conditions. Subject to satisfaction of the performance criteria, the 2016 awards will vest on December 31, 2018. The fair values of the 2017 and 2016 awards were estimated using Monte-Carlo simulation with the following weighted-average assumptions: For the Nine Months Ended September 30, 2017 2016 Expected dividend yield — % — % Risk-free interest rate (1) 1.47 % 0.99 % Expected volatility (2) 27.83 % 25.12 % Average total stockholder return (2) 1.46 % (1.23 )% (1) The risk-free interest rate for the periods within the contractual term of the PBRSUs is based on the U.S. Treasury yield curve in effect at the time of the grant. (2) The expected volatility and average total stockholder return are measures of the amount by which a stock price has fluctuated or is expected to fluctuate based primarily on our and our peers' historical data. PBRSU activity for the nine months ended September 30, 2017 is as follows: Number of Weighted-Average Grant-Date (in thousands, except weighted-average fair value prices) Shares Fair Value Unvested PBRSUs outstanding at December 31, 2016 738 $ 34.13 PBRSUs granted 288 $ 39.79 PBRSUs vested (227 ) $ 31.90 PBRSUs forfeited (159 ) $ 36.48 Unvested PBRSUs outstanding at September 30, 2017 640 $ 36.91 As of September 30, 2017 , there was $10.3 million of total unrecog n ized compensation cost related to unvested PBRSUs that is expected to be recognized over a weighted-average period of 1.8 years. The fair value of PBRSUs is based on the market value of our common stock on the date of grant. Stock Options Prior to 2015, we issued stock options as incentive compensation for certain employees. Option activity for the nine months ended September 30, 2017 is as follows: (in thousands, except weighted-average price) Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Options outstanding at December 31, 2016 1,504 $ 21.22 Options exercised (215 ) $ 24.69 Options vested, exercisable, and outstanding at September 30, 2017 1,289 $ 20.64 2.4 $ 32,985 As of September 30, 2017 , there was no unrecognized compensation cost related to unvested stock options. The intrinsic value of options exercised was $3.3 million and $4.4 million for the nine months ended September 30, 2017 and 2016 , respectively. This intrinsic value represents the difference between the fair market value of our common stock on the date of exercise and the exercise price of each option. Employee Stock Purchase Plan The employee stock purchase plan allows eligible employees to purchase our common stock at 85.0% of the lesser of the closing price on the first day or the last day of each quarter. Our employee stock purchase plan was approved by our stockholders at our 2012 annual meeting of stockholders and the first offering period commenced in October 2012. We recognized an expense for the amount equal to the estimated fair value of the discount during each offering period. The following table sets forth the stock-based compensation expense recognized for the nine months ended September 30, 2017 and 2016 . For the Three Months Ended For the Nine Months Ended September 30, September 30, (in thousands) 2017 2016 2017 2016 RSUs $ 6,924 $ 6,209 $ 23,303 $ 19,757 PBRSUs 1,400 3,766 4,877 8,312 Stock options — 213 144 813 Employee stock purchase plan 294 352 1,234 977 $ 8,618 $ 10,540 $ 29,558 $ 29,859 The above includes $1.7 million and $0.7 million of stock-based compensation expense within cost of services in the accompanying condensed consolidated statements of operations for the three months ended September 30, 2017 and 2016 , respectively, and $4.7 million and $3.6 million for the nine months ended September 30, 2017 and 2016 , respectively. |
Litigation and Regulatory Conti
Litigation and Regulatory Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation and Regulatory Contingencies | Litigation and Regulatory Contingencies We have been named in various lawsuits and we may from time to time be subject to audit or investigation by governmental agencies. Currently, governmental agencies are auditing or investigating certain of our operations. With respect to matters where we have determined that a loss is both probable and reasonably estimable, we have recorded a liability representing our best estimate of the financial exposure based on known facts. For matters where a settlement has been reached, we have recorded the expected amount(s) 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. As of September 30, 2017, we do not believe that a material loss exceeding amounts accrued of $20.1 million is probable, of which $17.6 million was recorded in the three months ended September 30, 2017 . The ability to predict the ultimate outcome of such matters involves judgments, estimates and inherent uncertainties. The actual outcome of such matters could differ materially from management’s estimates. We record expenses for legal fees as incurred. Fair Credit Reporting Act Class Actions In February 2012, CoreLogic National Background Data, LLC (n/k/a CoreLogic Background Data, LLC) (“CBD”) was named as a defendant in a putative class action styled Tyrone Henderson, et. al., v. CoreLogic National Background Data, in the United States District Court for the Eastern District of Virginia. Plaintiffs allege violation of the Fair Credit Reporting Act, and have pled a putative class claim relating to CBD’s return of criminal record data in response to search queries initiated by its consumer reporting agency customers, which then prepare and transmit employment background screening reports to their employer customers. Plaintiffs contend that CBD failed to send notice letters to consumers each time search results were returned to CBD’s consumer reporting agency customers. In February 2016, the court denied CBD’s motion for partial summary judgment. Plaintiffs initially sought to represent a nationwide class of consumers who were the subject of searches conducted by CBD’s customers. The court denied without prejudice Plaintiffs’ motion to certify a nationwide class on three separate occasions in April 2015, April 2016 and September 2016. However, in September 2016, the court allowed Plaintiffs to seek certification of three subclasses and in March 2017, Plaintiffs filed a motion for class certification as to one of these subclasses, seeking to certify a class of consumers for whom sex offender records were returned that did not reflect a date of birth associated with the record. Following a series of judicial settlement conferences concluding in August 2017, the parties entered into an agreement to settle the case with respect to a class of 75,400 consumers. In September 2017, the court preliminarily approved the settlement. A final fairness hearing is set for January 2018. In June 2015, a companion case, Witt v. CoreLogic National Background Data, et. al. was filed in the United States District Court for the Eastern District of Virginia by the same attorneys as in Henderson, alleging the same claim against CBD. Witt also names as a defendant CoreLogic SafeRent, LLC (n/k/a CoreLogic Rental Property Solutions, LLC (“RPS”)) on the theory that RPS provides criminal record “reports” to CBD at the same time that CBD delivers reports to CBD’s consumer reporting agency customers. Witt is pending in the same court and before the same judge as Henderson, and the two cases have been deemed related by the Court. In April 2017, Plaintiffs filed a motion for class certification, seeking to certify a class of consumers for whom Virginia criminal record data was returned that did not reflect a year of birth associated with the record. Following a series of judicial settlement conferences concluding in August 2017, the parties entered into two agreements to settle the case with respect to two classes, which together total 216,226 consumers. In September 2017, the court preliminarily approved the settlements. A final fairness hearing is set for January 2018. On July 2017, CoreLogic SafeRent, LLC (n/k/a CoreLogic Rental Property Solutions, LLC (“RPS”)) was named as a defendant in a putative class action lawsuit styled Claudinne Feliciano, et. al., v. CoreLogic SafeRent, LLC, in the United States District Court for the Southern District of New York. An amended complaint was filed on August 9 to name RPS as the Defendant, and service was made on August 11. The case alleges violation of the Fair Credit Reporting Act and the New York Fair Credit Reporting Act. The named plaintiff alleges that RPS prepared a background screening report about her that contained a record of a New York Housing Court action without noting that the action had previously been dismissed. Plaintiff seeks to represent a class of similarly situated consumers with respect to reports issued during the period of July 2015 to the present. RPS filed an answer on October 2017, denying liability. RPS intends to defend against these claims vigorously. Separation Following the Separation, we are responsible for a portion of FAFC's contingent and other corporate liabilities. In the Separation and Distribution Agreement we entered into in connection with the Separation (the "Separation and Distribution Agreement"), we agreed with FAFC to share equally in the cost of resolution of a small number of corporate-level lawsuits, including certain consolidated securities litigation matters from which we have since been dropped. There were no liabilities incurred in connection with the consolidated securities matters. Responsibility to manage each case has been assigned to either FAFC or us, with the managing party required to update the other party regularly and consult with the other party prior to certain important decisions, such as settlement. The managing party will also have primary responsibility for determining the ultimate total liability, if any, related to the applicable case. We will record our share of any such liability when the responsible party determines a reserve is necessary. At September 30, 2017, no reserves were considered necessary. In addition, the Separation and Distribution Agreement provides for cross-indemnities principally designed to place financial responsibility for the obligations and liabilities of our predecessor, The First American Corporation's ("FAC") financial services business, with FAFC and financial responsibility for the obligations and liabilities of FAC's information solutions business with us. Specifically, each party will, and will cause its subsidiaries and affiliates to, indemnify, defend and hold harmless the other party, its respective affiliates and subsidiaries and each of its respective officers, directors, employees and agents for any losses arising out of or otherwise in connection with the liabilities each such party assumed or retained pursuant to the Separation |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions In June 2017, we acquired a 45.0% interest in Mercury for $70.0 million , which included a call option to purchase the remaining 55.0% interest within the next nine-month period. We fair-valued the call option using the Black-Scholes model and preliminarily recorded $4.6 million . In August 2017, we purchased the remaining 55.0% ownership of Mercury for an additional $83.0 million and wrote-off the aforementioned call option, which resulted in a net loss of $1.9 million within our loss on extinguishment of debt and other, net, in the accompanying condensed consolidated statement of operations. Mercury is a technology company servicing small and medium-sized mortgage lenders and appraisal management companies to manage their collateral valuation operations. This investment rolls into our PI segment. The purchase price was allocated to the assets acquired and liabilities assumed using a variety of valuation techniques including discounted cash flow analysis, which included significant unobservable inputs. We preliminarily recorded a deferred tax liability of $14.4 million , tradenames of $3.6 million with an estimated life of 8 years , customer lists of $41.3 million with an estimated life of 10 years , proprietary technology of $20.1 million with an estimated life of 9 years , and goodwill of $99.5 million . This business combination did not have a material impact on our condensed consolidated statements of operations. In August 2017, we completed the acquisition of Myriad for $22.0 million , subject to working capital adjustments, and up to $3.0 million to be paid in cash in 2019, contingent upon the achievement of certain revenue targets in fiscal years 2017 and 2018. We fair valued the contingent payment using the Monte-Carlo simulation model and preliminarily recorded $1.8 million as contingent consideration. The contingent payment is fair valued quarterly and changes are recorded within loss on extinguishment of debt and other, net in our consolidated statement of operations. See Note 8 - Fair Value of Financial Instruments for further discussion. This acquisition builds on our software-as-a-service capabilities by offering a workflow tool used by the insurance industry for policy underwriting. Myriad is included as a component of our PI 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 preliminarily recorded a deferred tax liability of $3.1 million , customer lists of $1.7 million with an estimated average life of 12 years , tradenames of $1.6 million with an estimated average life of 7 years , proprietary technology of $5.8 million with an estimated useful life of 8 years and goodwill of $17.3 million . The business combination did not have a material impact on our consolidated statements of operations. In August 2017, we completed the acquisition of Clareity for $15.0 million , subject to working capital adjustments. This acquisition leverages our market leading position in real estate and provides authentication-related services to real estate brokers and agents. Clareity is included as a component of our PI 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 preliminarily recorded a deferred tax liability of $2.8 million , customer lists of $3.4 million with an estimated average life of 10 years , tradenames of $0.9 million with an estimated average life of 7 years , proprietary technology of $2.0 million with an estimated useful life of 5 years and goodwill of $11.1 million . The business combination did not have a material impact on our consolidated statements of operations. In April 2016, we completed the acquisition of FNC for up to $475.0 million , with $400.0 million in cash paid at closing, subject to certain closing adjustments, and up to $75.0 million to be paid in cash in 2018, contingent upon the achievement of certain revenue targets in fiscal 2017. We fair-valued the contingent payment using the Monte Carlo simulation model and initially recorded $8.0 million as contingent consideration, which was fully reversed as of December 31, 2016. The contingent payment is fair-valued quarterly and changes are recorded within our condensed consolidated statement of operations. See Note 8 - Fair Value of Financial Instruments for further discussion. FNC is a leading provider of real estate collateral information technology and solutions that automates property appraisal ordering, tracking, documentation and review for lender compliance with government regulations and is included as a component of our PI reporting segment. The acquisition expands our property valuation capabilities. The purchase price was allocated to the assets acquired and liabilities assumed using a variety of valuation techniques including discounted cash flow analysis, which included significant unobservable inputs. We recorded a deferred tax liability of $85.4 million , property and equipment of $79.8 million with an estimated average life of 12 years , customer lists of $145.3 million with an estimated average life of 16 years , trade names of $15.9 million with an estimated average life of 19 years , non-compete agreements of $18.8 million with an estimated average life of 5 years , and goodwill of $220.2 million . For the nine months ended September 30, 2017 , goodwill was reduced by $5.4 million as a result of a change in the purchase price allocation for certain tax adjustments. This business combination did not have a material impact on our condensed consolidated statements of operations. In January 2016, we completed the acquisition of the remaining 40% mandatorily redeemable noncontrolling interest in New Zealand-based Property IQ Ltd ("PIQ") for NZD $27.8 million , or $19.0 million , and settled the mandatorily redeemable noncontrolling interest. PIQ is included as a component of our PI reporting segment. We incurred $0.9 million and $1.4 million of acquisition-related costs within selling, general and administrative expenses on our consolidated statements of operations for the three months ended September 30, 2017 and 2016 , respectively, and $1.8 million and $7.5 million for the nine months ended September 30, 2017 and 2016 , respectively. For the nine months ended September 30, 2017 , we also incurred a $6.1 million loss related to the final settlement of a previously terminated pension plan from a recent acquisition. See Note 1 - Basis for Condensed Consolidated Financial Statements for further discussion. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations In September 2014, we completed the sale of our collateral solutions and field services businesses, which were included in the former reporting segment Asset Management and Processing Solutions ("AMPS"). In September 2012, we completed the wind down of our consumer services business and our appraisal management company business, which were included in our PI and Risk Management and Work Flow ("RMW") segments, respectively. In September 2011, we closed our marketing services business, which was included in our PI segment. In December 2010, we completed the sale of our Employer and Litigation Services businesses ("ELI"). In connection with previous divestitures, we retain the prospect of contingent liabilities for indemnification obligations or breaches of representations or warranties. With respect to one such divestiture, in September 2016, a jury returned an unfavorable verdict against a discontinued operating unit that, if upheld on appeal, could result in indemnification exposure up to $25.0 million , including interest. We do not consider this outcome to be probable and intend to vigorously assert our contractual and other rights, including to pursue an appeal to eliminate or substantially reduce any potential post-divestiture contingency. Any actual liability that comes to fruition would be reflected in our results from discontinued operations. Each of these businesses is reflected in our accompanying condensed consolidated financial statements as discontinued operations. For the nine months ended September 30, 2017 , we recorded a gain of $4.5 million related to a pre-tax legal settlement in AMPS within our discontinued operations. Summarized below are certain assets and liabilities classified as discontinued operations as of September 30, 2017 and December 31, 2016 : (in thousands) As of September 30, 2017 PI RMW ELI AMPS Total Deferred income tax asset and other current assets $ 325 $ (231 ) $ 82 $ 568 $ 744 Accounts payable, accrued expenses and other current liabilities $ 12 $ 154 $ 190 $ 1,658 $ 2,014 As of December 31, 2016 Deferred income tax asset and other current assets $ 325 $ (231 ) $ — $ 568 $ 662 Accounts payable, accrued expenses and other current liabilities $ 202 $ 167 $ 624 $ 2,130 $ 3,123 Summarized below are the components of our gain/(loss) from discontinued operations for the three and nine months ended September 30, 2017 and 2016 : (in thousands) For the Three Months Ended September 30, 2017 PI RMW ELI AMPS Total Operating revenue $ — $ — $ — $ — $ — Gain/(loss) from discontinued operations before income taxes 67 7 (193 ) (1 ) (120 ) Income tax expense/(benefit) 26 3 (74 ) (1 ) (46 ) Gain/(loss) from discontinued operations, net of tax $ 41 $ 4 $ (119 ) $ — $ (74 ) For the Three Months Ended September 30, 2016 Operating revenue $ — $ — $ — $ — $ — Loss from discontinued operations before income taxes (36 ) (4 ) (948 ) (529 ) (1,517 ) Income tax benefit (14 ) (1 ) (363 ) (203 ) (581 ) Loss from discontinued operations, net of tax $ (22 ) $ (3 ) $ (585 ) $ (326 ) $ (936 ) |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We have organized our reportable segments into two segments: PI and RMW. Property Intelligence . Our PI segment owns or licenses real property information, mortgage information and consumer information, which includes loan information, property sales and characteristic information, property risk and replacement cost, natural hazard data, geospatial data, parcel maps and mortgage-backed securities information. We have also developed proprietary technology and software platforms to access, automate or track our data and assist our clients with compliance regulations. We deliver this information directly to our clients in a standard format over the web, through customizable software platforms or in bulk data form. Our products and services include data licensing and analytics, data-enabled advisory services, platform solutions and valuation solutions in North America, Western Europe and Asia Pacific. The segment's primary clients are commercial banks, mortgage lenders and brokers, investment banks, fixed-income investors, real estate agents, Multiple Listing Service companies, property and casualty insurance companies, title insurance companies, government agencies and government-sponsored enterprises. The operating results of our PI segment included intercompany revenues of $1.1 million and $1.5 million for the three months ended September 30, 2017 and 2016 , respectively, and $3.3 million and $4.2 million for the nine months ended September 30, 2017 and 2016 , respectively. The segment also included intercompany expenses of $1.0 million and $1.0 million for the three months ended September 30, 2017 and 2016 , respectively, and $2.5 million and $3.9 million for the nine months ended September 30, 2017 and 2016 , respectively. Risk Management and Work Flow. Our RMW segment owns or licenses real property information, mortgage information and consumer information, which includes loan information, property sales and characteristic information, natural hazard data, parcel maps, employment verification, criminal records and eviction records. We have also developed proprietary technology and software platforms to access, automate or track our data and assist our clients with compliance regulations. Our products and services include credit and screening solutions, property tax processing, flood data services and technology solutions in North America. The segment’s primary clients are large, national mortgage lenders and servicers, but we also serve regional mortgage lenders and brokers, credit unions, commercial banks, fixed-income investors, government agencies and casualty insurance companies. The operating results of our RMW segment included intercompany revenues of $1.0 million and $1.0 million for the three months ended September 30, 2017 and 2016 , respectively, and $2.5 million and $3.9 million for the nine months ended September 30, 2017 and 2016 , respectively. The segment also included intercompany expenses of $1.1 million and $1.5 million for the three months ended September 30, 2017 and 2016 , respectively, and $3.3 million and $4.2 million for the nine months ended September 30, 2017 and 2016 , respectively. We also separately report on our corporate and eliminations. Corporate consists primarily of corporate personnel and other expenses associated with our corporate functions and facilities, investment gains and losses, equity in earnings of affiliates, net of tax, and interest expense. It is impracticable to disclose revenues from external clients for each product and service offered. Selected financial information by reportable segment is as follows: (in thousands) For the Three Months Ended September 30, 2017 Operating Revenues Depreciation and Amortization Operating Income/(Loss) Equity in Earnings/(Losses) of Affiliates, Net of Tax Net Income/(Loss) From Continuing Operations Capital Expenditures PI $ 257,987 $ 34,086 $ 34,737 $ (274 ) $ 31,661 $ 11,517 RMW 227,329 6,018 52,593 — 52,584 3,273 Corporate 1 5,222 (25,034 ) 45 (53,417 ) 2,049 Eliminations (2,186 ) — — — — — Consolidated (excluding discontinued operations) $ 483,131 $ 45,326 $ 62,296 $ (229 ) $ 30,828 $ 16,839 For the Three Months Ended September 30, 2016 PI $ 280,620 $ 33,280 $ 28,822 $ 872 $ 28,325 $ 12,517 RMW 245,764 6,304 76,758 — 76,749 2,658 Corporate 2 4,914 (19,859 ) (265 ) (69,072 ) 1,408 Eliminations (2,490 ) — — — — — Consolidated (excluding discontinued operations) $ 523,896 $ 44,498 $ 85,721 $ 607 $ 36,002 $ 16,583 For the Nine Months Ended September 30, 2017 PI $ 736,530 $ 98,383 $ 79,984 $ (1,700 ) $ 68,303 $ 35,212 RMW 666,206 18,121 158,866 — 158,838 11,014 Corporate (1 ) 15,164 (65,595 ) 468 (142,419 ) 8,052 Eliminations (5,775 ) — — — — — Consolidated (excluding discontinued operations) $ 1,396,960 $ 131,668 $ 173,255 $ (1,232 ) $ 84,722 $ 54,278 For the Nine Months Ended September 30, 2016 PI $ 798,741 $ 93,580 $ 80,931 $ 1,424 $ 78,122 $ 38,476 RMW 687,023 20,635 196,023 — 195,991 7,786 Corporate 5 13,218 (56,609 ) (829 ) (170,148 ) 16,106 Eliminations (8,125 ) — — — — — Consolidated (excluding discontinued operations) $ 1,477,644 $ 127,433 $ 220,345 $ 595 $ 103,965 $ 62,368 (in thousands) As of As of Assets September 30, 2017 December 31, 2016 PI $ 2,783,263 $ 2,429,167 RMW 1,311,730 1,328,008 Corporate 5,658,980 5,575,846 Eliminations (5,614,829 ) (5,426,149 ) Consolidated (excluding assets of discontinued operations) $ 4,139,144 $ 3,906,872 |
Basis of Condensed Consolidat21
Basis of Condensed Consolidated Financial Statements (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Client Concentration | Client Concentration We generate the majority of our revenues from clients with operations in the U.S. residential real estate, mortgage origination and mortgage servicing markets. Approximately 37% and 41% of our operating revenues for the three months ended September 30, 2017 and 2016 , respectively, and 39% and 42% for the nine months ended September 30, 2017 and 2016 , respectively, were generated from our top ten clients, who consist of the largest U.S. mortgage originators and servicers. One of our clients accounted for approximately 11% of our operating revenues for the three months ended September 30, 2017 , and two of our customers accounted for approximately 15% and 11% of our operating revenues for the three months ended September 30, 2016 . Two of our clients accounted for approximately 12% and 10% of our operating revenues for the nine months ended September 30, 2017 and 15% and 12% of our operating revenues for the nine months ended September 30, 2016 . |
Reclassification, Policy [Policy Text Block] | Out-of-Period Correction During the second quarter of 2017, we identified a balance sheet misclassification related to certain liability balances, which overstated our accounts payable and accrued expenses and understated other liabilities by approximately $32.0 million as of December 31, 2016. We corrected the balance sheet misclassification error on a prospective basis during the second quarter of 2017 as we determined the misclassification error was not material to the current financial condition or for the prior annual or interim periods. |
Comprehensive Income | Comprehensive Income Comprehensive income includes all changes in equity except those resulting from investments by owners and distributions to owners. Specifically, foreign currency translation adjustments, amounts related to supplemental benefit plans, unrealized gains and losses on interest rate swap transactions and unrealized gains and losses on investment are recorded in other comprehensive income/(loss). |
Schedule of Accumulated Other Comprehensive Loss | The following table shows the components of accumulated other comprehensive loss, net of taxes as of September 30, 2017 and December 31, 2016 : 2017 2016 Cumulative foreign currency translation $ (95,310 ) $ (118,071 ) Cumulative supplemental benefit plans (4,748 ) (6,267 ) Net unrecognized gains on interest rate swaps 3,541 1,920 Accumulated other comprehensive loss $ (96,517 ) $ (122,418 ) |
Investment in Affiliates | Investment in Affiliates Investments in affiliates are accounted for under the equity method of accounting when we are deemed to have significant influence over the affiliate but do not control or have a majority voting interest in the affiliate. Investments are carried at the cost of acquisition, including subsequent impairments, capital contributions and loans from us, plus our equity in undistributed earnings or losses since inception of the investment. We recorded equity in losses of affiliates, net of tax of $0.2 million and equity in earnings of affiliates, net of tax of $0.6 million for the three months ended September 30, 2017 and 2016 , respectively, and equity in losses of affiliates, net of tax of $1.2 million and equity in earnings of affiliates, net of tax of $0.6 million for the nine months ended September 30, 2017 and 2016 , respectively. For the three months ended September 30, 2017 and 2016 , we recorded $2.8 million and $2.5 million , respectively, of operating revenues and $3.2 million and $2.9 million , respectively, of operating expenses related to our investment in affiliates. For the nine months ended September 30, 2017 and 2016 , we recorded $6.9 million and $7.7 million , respectively, of operating revenues and $8.9 million and $8.4 million , respectively, of operating expenses related to our investment in affiliates. In June 2017, we acquired a 45.0% interest in Mercury Network, LLC ("Mercury") for $70.0 million , which included a call option to purchase the remaining 55.0% interest within the next nine-month period. We fair-valued the call option using the Black-Scholes model at $4.6 million . In August 2017, we purchased the remaining 55.0% ownership of Mercury for an additional $83.0 million and wrote-off our related call option, which resulted in a net loss of $1.9 million within loss on extinguishment of debt and other, net, in the accompanying consolidated statement of operations for the three months ended September 30, 2017 . See Note 8 - Fair Value of Financial Instruments for further discussion. Prior to our acquisition of the controlling interest, we accounted for the investment in Mercury using the equity method. As of August 2017 we completed the acquisition, see Note 11 - Acquisitions for further discussion. |
Tax Escrow Disbursement Arrangements | Tax Escrow Disbursement Arrangements We administer tax escrow disbursements as a service to our clients in connection with our property tax processing solutions. These deposits are maintained in segregated accounts for the benefit of our clients. Tax escrow deposits totaled $1.3 billion as of September 30, 2017 and $619.4 million as of December 31, 2016 . 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 earn interest income or earnings credits from these deposits and bear the cost of bank-related fees. Under our contracts with our clients, if we make a payment in error or fail to pay a taxing authority when a payment is due, we could be held liable to our clients for all or part of the financial loss they suffer as a result of our act or omission. We maintained claim reserves relating to incorrect disposition of assets of $21.2 million and $22.2 million as of September 30, 2017 and December 31, 2016 , respectively, which is reflected in our accompanying condensed consolidated balance sheets as a component of other liabilities. |
Pension Plan Buyout | Pension Plan Buyout We have historically offered a variety of employee benefit plans, including a defined benefit pension plan incorporated with the acquisition of RELS (the "RELS Pension Plan"). The RELS Pension Plan offered participants lump sum and annuity payment options based on a number of factors. In October 2016, RELS voted to terminate the RELS Pension Plan effective October 31, 2016. In June 2017, we made a contribution of $13.5 million to settle the defined benefit pension plan incorporated with the acquisition of RELS. We recorded a loss of $6.1 million within loss on extinguishment of debt and other, net in our condensed consolidated statement of operations and cleared the corresponding RELS Pension Plan liability of $9.2 million and corresponding accumulated other comprehensive loss of $1.8 million within our condensed consolidated balance sheets and condensed consolidated statements of comprehensive income. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2017, Financial Accounting Standards Board (“FASB”) issued guidance to amend and improve the accounting for hedging activities. The amendment eliminates the requirement to separately measure and report hedge ineffectiveness. An initial quantitative assessment to establish that the hedge is highly effective is still required but the amendment allows until the end of the first quarter it is designated to perform to prepare the assessment. After initial qualification, a qualitative assessment can be performed if the hedge is highly effective and the documentation at inception can reasonably support an expectation of high effectiveness throughout the hedge’s term. The amendment requires companies to present all hedged accounting elements that affect earnings in the same income statement line as the hedged item. For highly effective cash flow hedges, fair value changes will be recorded in other comprehensive income and reclassed to earnings when the hedged item impacts earnings. The guidance is effective prospectively in fiscal years beginning after December 15, 2018. Early adoption is permitted but we do not anticipate to elect early adoption. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. In May 2014, the FASB issued updated guidance on revenue recognition in order to i) remove inconsistencies in revenue requirements, ii) provide a better framework for addressing revenue issues, iii) improve comparability across entities, industries, jurisdictions, and capital markets, iv) provide more useful information through improved disclosures, and v) simplify the preparation of financial statements by reducing the number of requirements to which an entity must refer. Under the amendment, an entity should recognize revenue to depict the transfer of promised goods or services to clients in the amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also specifies the accounting treatment for the incremental costs of obtaining a contract, which would not have been incurred had the contract not been obtained. Further, an entity is required to disclose sufficient information to enable the user of the financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows from contracts with clients. The updated guidance provides two methods of adoption: i) retrospective application to each prior reporting period presented, or ii) recognition of the cumulative effect from the retrospective application at the date of initial application. We elected the modified retrospective approach. As updated by FASB in August 2015, the guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier adoption was permitted for annual reporting periods beginning after December 15, 2016 but we did not elect early adoption. Accordingly, we will adopt the new standard as of January 1, 2018. In adopting the updated guidance, we are implementing changes to our accounting policies, business and contract-management processes. We anticipate that our notes to the consolidated financial statements related to revenue recognition will be expanded and the most substantial change to our consolidated financial statements will be a net increase to total deferred revenue of approximately 5% , primarily within our Risk Management and Work Flow (“RMW”) reporting segment, in the initial year of adoption. The expected increase to deferred revenue is principally driven by a change in the accounting for contracts with future discounts that give rise to material rights. Under the current standard, these future discounts are recognized at a point-in-time whereas, under the updated guidance, a portion of the consideration is allocated to material rights and recognized when the future goods or services are transferred. The cumulative impact of all changes to stockholders’ equity is expected to be a net reduction of approximately 5% upon implementation. Further, the updated guidance is not expected to materially impact our revenues and results of operations in the upcoming fiscal years and interim periods. However, we are still in the process of updating our systems and financial controls and continue to review the presentation of our consolidated financial statements and related disclosures required by the updated guidance. |
Basis of Condensed Consolidat22
Basis of Condensed Consolidated Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | The following table shows the components of accumulated other comprehensive loss, net of taxes as of September 30, 2017 and December 31, 2016 : 2017 2016 Cumulative foreign currency translation $ (95,310 ) $ (118,071 ) Cumulative supplemental benefit plans (4,748 ) (6,267 ) Net unrecognized gains on interest rate swaps 3,541 1,920 Accumulated other comprehensive loss $ (96,517 ) $ (122,418 ) |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net as of September 30, 2017 and December 31, 2016 consists of the following: (in thousands) 2017 2016 Land $ 7,476 $ 7,476 Buildings 6,487 6,293 Furniture and equipment 64,843 61,582 Capitalized software 917,825 866,398 Leasehold improvements 41,031 29,420 Construction in progress 1,461 20,613 1,039,123 991,782 Less accumulated depreciation (585,247 ) (542,583 ) Property and equipment, net $ 453,876 $ 449,199 |
Goodwill, Net (Tables)
Goodwill, Net (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | A reconciliation of the changes in the carrying amount of goodwill and accumulated impairment losses, by operating segment and reporting unit, for the nine months ended September 30, 2017 , is as follows: (in thousands) PI RMW Consolidated Balance as of January 1, 2017 Goodwill $ 1,189,388 $ 925,392 $ 2,114,780 Accumulated impairment losses (600 ) (6,925 ) (7,525 ) Goodwill, net 1,188,788 918,467 2,107,255 Acquisitions 122,178 — 122,178 Translation adjustments 14,750 — 14,750 Balance as of September 30, 2017 Goodwill, net $ 1,325,716 $ 918,467 $ 2,244,183 |
Other Intangible Assets, Net (T
Other Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets by Major Class | Other intangible assets, net consist of the following: September 30, 2017 December 31, 2016 (in thousands) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Client lists $ 690,900 $ (292,222 ) $ 398,678 $ 637,053 $ (257,787 ) $ 379,266 Non-compete agreements 28,119 (14,434 ) 13,685 28,106 (11,136 ) 16,970 Trade names and licenses 125,136 (46,427 ) 78,709 121,086 (38,409 ) 82,677 $ 844,155 $ (353,083 ) $ 491,072 $ 786,245 $ (307,332 ) $ 478,913 |
Schedule of Expected Amortization Expense | Estimated amortization expense for other intangible assets, net is as follows: (in thousands) Remainder of 2017 $ 18,157 2018 60,457 2019 56,250 2020 55,953 2021 52,346 Thereafter 247,909 $ 491,072 |
Long-Term Debt, Net of Current
Long-Term Debt, Net of Current (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Our long-term debt consists of the following: September 30, 2017 December 31, 2016 (in thousands) Gross Debt Issuance Costs Net Gross Debt Issuance Costs Net Bank debt: Term loan facility borrowings due August 2022, weighted-average interest rate of 3.24% as of September 30, 2017 $ 1,800,000 $ (18,039 ) $ 1,781,961 $ — $ — $ — Revolving line of credit borrowings due August 2022 — (7,036 ) $ (7,036 ) — — $ — Term loan facility borrowings due April 2020, weighted-average interest rate of 2.31% as of December 31, 2016, extinguished August 2017 — — — 1,298,125 (12,419 ) 1,285,706 Revolving line of credit borrowings due April 2020, weighted-average interest rate of 2.31% as of December 31, 2016, extinguished August 2017 — — — 302,000 (4,761 ) 297,239 Notes: 7.55% senior debentures due April 2028 14,645 (49 ) 14,596 14,645 (52 ) 14,593 Other debt: Various debt instruments with maturities through 2020 7,782 — 7,782 4,509 — 4,509 Total long-term debt 1,822,427 (25,124 ) 1,797,303 1,619,279 (17,232 ) 1,602,047 Less current portion of long-term debt 92,454 — 92,454 105,158 — 105,158 Long-term debt, net of current portion $ 1,729,973 $ (25,124 ) $ 1,704,849 $ 1,514,121 $ (17,232 ) $ 1,496,889 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share Reconciliation | The following is a reconciliation of net income per share: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2017 2016 2017 2016 (in thousands, except per share amounts) Numerator for basic and diluted net income per share: Net income from continuing operations $ 30,828 $ 36,002 $ 84,722 $ 103,965 (Loss)/gain from discontinued operations, net of tax (74 ) (936 ) 2,421 (998 ) Gain from sale of discontinued operations, net of tax — — 310 — Net income attributable to CoreLogic $ 30,754 $ 35,066 $ 87,453 $ 102,967 Denominator: Weighted-average shares for basic income per share 83,362 87,584 84,114 88,141 Dilutive effect of stock options and restricted stock units 1,728 1,604 1,726 1,560 Weighted-average shares for diluted income per share 85,090 89,188 85,840 89,701 Income per share Basic: Net income from continuing operations $ 0.37 $ 0.41 $ 1.01 $ 1.18 (Loss)/gain from discontinued operations, net of tax — (0.01 ) 0.03 (0.01 ) Gain from sale of discontinued operations, net of tax — — — — Net income attributable to CoreLogic $ 0.37 $ 0.40 $ 1.04 $ 1.17 Diluted: Net income from continuing operations $ 0.36 $ 0.40 $ 0.99 $ 1.16 (Loss)/gain from discontinued operations, net of tax — (0.01 ) 0.03 (0.01 ) Gain from sale of discontinued operations, net of tax — — — — Net income attributable to CoreLogic $ 0.36 $ 0.39 $ 1.02 $ 1.15 |
Fair Value of Financial Instr28
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The fair values of our financial instruments as of September 30, 2017 are presented in the following table: Fair Value Measurements Using (in thousands) Level 1 Level 2 Level 3 Fair Value Financial Assets: Cash and cash equivalents $ 149,411 $ — $ — $ 149,411 Restricted cash — 13,532 — 13,532 Total Financial Assets $ 149,411 $ 13,532 $ — $ 162,943 Financial Liabilities: Contingent consideration $ — $ — $ 1,800 $ 1,800 Total debt — 1,825,984 — 1,825,984 Total Financial Liabilities $ — $ 1,825,984 $ 1,800 $ 1,827,784 Swaps: Asset for swap $ — $ 5,951 $ — $ 5,951 Liability for swap $ — $ 217 $ — $ 217 The fair values of our financial instruments as of December 31, 2016 are presented in the following table: Fair Value Measurements Using (in thousands) Level 1 Level 2 Level 3 Fair Value Financial Assets: Cash and cash equivalents $ 72,031 $ — $ — $ 72,031 Restricted cash — 17,943 — 17,943 Total Financial Assets $ 72,031 $ 17,943 $ — $ 89,974 Financial Liabilities: Total debt $ — $ 1,622,811 $ — $ 1,622,811 Swaps: Asset for swap $ — $ 5,392 $ — $ 5,392 Liability for swap $ — $ 2,283 $ — $ 2,283 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | RSU activity for the nine months ended September 30, 2017 is as follows: Number of Weighted-Average Grant-Date (in thousands, except weighted-average fair value prices) Shares Fair Value Unvested RSUs outstanding at December 31, 2016 1,555 $ 34.14 RSUs granted 672 $ 39.99 RSUs vested (858 ) $ 34.29 RSUs forfeited (61 ) $ 35.87 Unvested RSUs outstanding at September 30, 2017 1,308 $ 37.22 |
Schedule of Share-based Payment Award, Performance-Based Units, Valuation Assumptions | The fair values of the 2017 and 2016 awards were estimated using Monte-Carlo simulation with the following weighted-average assumptions: For the Nine Months Ended September 30, 2017 2016 Expected dividend yield — % — % Risk-free interest rate (1) 1.47 % 0.99 % Expected volatility (2) 27.83 % 25.12 % Average total stockholder return (2) 1.46 % (1.23 )% (1) The risk-free interest rate for the periods within the contractual term of the PBRSUs is based on the U.S. Treasury yield curve in effect at the time of the grant. (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. |
Schedule of Other Share-based Compensation, Activity | PBRSU activity for the nine months ended September 30, 2017 is as follows: Number of Weighted-Average Grant-Date (in thousands, except weighted-average fair value prices) Shares Fair Value Unvested PBRSUs outstanding at December 31, 2016 738 $ 34.13 PBRSUs granted 288 $ 39.79 PBRSUs vested (227 ) $ 31.90 PBRSUs forfeited (159 ) $ 36.48 Unvested PBRSUs outstanding at September 30, 2017 640 $ 36.91 |
Schedule of Share-based Compensation, Stock Options, Activity | Option activity for the nine months ended September 30, 2017 is as follows: (in thousands, except weighted-average price) Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Options outstanding at December 31, 2016 1,504 $ 21.22 Options exercised (215 ) $ 24.69 Options vested, exercisable, and outstanding at September 30, 2017 1,289 $ 20.64 2.4 $ 32,985 |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan | The following table sets forth the stock-based compensation expense recognized for the nine months ended September 30, 2017 and 2016 . For the Three Months Ended For the Nine Months Ended September 30, September 30, (in thousands) 2017 2016 2017 2016 RSUs $ 6,924 $ 6,209 $ 23,303 $ 19,757 PBRSUs 1,400 3,766 4,877 8,312 Stock options — 213 144 813 Employee stock purchase plan 294 352 1,234 977 $ 8,618 $ 10,540 $ 29,558 $ 29,859 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures | (in thousands) As of September 30, 2017 PI RMW ELI AMPS Total Deferred income tax asset and other current assets $ 325 $ (231 ) $ 82 $ 568 $ 744 Accounts payable, accrued expenses and other current liabilities $ 12 $ 154 $ 190 $ 1,658 $ 2,014 As of December 31, 2016 Deferred income tax asset and other current assets $ 325 $ (231 ) $ — $ 568 $ 662 Accounts payable, accrued expenses and other current liabilities $ 202 $ 167 $ 624 $ 2,130 $ 3,123 Summarized below are the components of our gain/(loss) from discontinued operations for the three and nine months ended September 30, 2017 and 2016 : (in thousands) For the Three Months Ended September 30, 2017 PI RMW ELI AMPS Total Operating revenue $ — $ — $ — $ — $ — Gain/(loss) from discontinued operations before income taxes 67 7 (193 ) (1 ) (120 ) Income tax expense/(benefit) 26 3 (74 ) (1 ) (46 ) Gain/(loss) from discontinued operations, net of tax $ 41 $ 4 $ (119 ) $ — $ (74 ) For the Three Months Ended September 30, 2016 Operating revenue $ — $ — $ — $ — $ — Loss from discontinued operations before income taxes (36 ) (4 ) (948 ) (529 ) (1,517 ) Income tax benefit (14 ) (1 ) (363 ) (203 ) (581 ) Loss from discontinued operations, net of tax $ (22 ) $ (3 ) $ (585 ) $ (326 ) $ (936 ) (in thousands) For the Nine Months Ended September 30, 2017 PI RMW ELI AMPS Total Operating revenue $ — $ — $ — $ — $ — Gain/(loss) from discontinued operations before income taxes 205 6 (445 ) 4,154 3,920 Income tax expense/(benefit) 78 2 (170 ) 1,589 1,499 Gain/(loss) from discontinued operations, net of tax $ 127 $ 4 $ (275 ) $ 2,565 $ 2,421 For the Nine Months Ended September 30, 2016 Operating revenue $ — $ — $ — $ — $ — Loss from discontinued operations before income taxes (37 ) (7 ) (948 ) (624 ) (1,616 ) Income tax benefit (14 ) (3 ) (362 ) (239 ) (618 ) Loss from discontinued operations, net of tax $ (23 ) $ (4 ) $ (586 ) $ (385 ) $ (998 ) |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Selected financial information by reportable segment is as follows: (in thousands) For the Three Months Ended September 30, 2017 Operating Revenues Depreciation and Amortization Operating Income/(Loss) Equity in Earnings/(Losses) of Affiliates, Net of Tax Net Income/(Loss) From Continuing Operations Capital Expenditures PI $ 257,987 $ 34,086 $ 34,737 $ (274 ) $ 31,661 $ 11,517 RMW 227,329 6,018 52,593 — 52,584 3,273 Corporate 1 5,222 (25,034 ) 45 (53,417 ) 2,049 Eliminations (2,186 ) — — — — — Consolidated (excluding discontinued operations) $ 483,131 $ 45,326 $ 62,296 $ (229 ) $ 30,828 $ 16,839 For the Three Months Ended September 30, 2016 PI $ 280,620 $ 33,280 $ 28,822 $ 872 $ 28,325 $ 12,517 RMW 245,764 6,304 76,758 — 76,749 2,658 Corporate 2 4,914 (19,859 ) (265 ) (69,072 ) 1,408 Eliminations (2,490 ) — — — — — Consolidated (excluding discontinued operations) $ 523,896 $ 44,498 $ 85,721 $ 607 $ 36,002 $ 16,583 For the Nine Months Ended September 30, 2017 PI $ 736,530 $ 98,383 $ 79,984 $ (1,700 ) $ 68,303 $ 35,212 RMW 666,206 18,121 158,866 — 158,838 11,014 Corporate (1 ) 15,164 (65,595 ) 468 (142,419 ) 8,052 Eliminations (5,775 ) — — — — — Consolidated (excluding discontinued operations) $ 1,396,960 $ 131,668 $ 173,255 $ (1,232 ) $ 84,722 $ 54,278 For the Nine Months Ended September 30, 2016 PI $ 798,741 $ 93,580 $ 80,931 $ 1,424 $ 78,122 $ 38,476 RMW 687,023 20,635 196,023 — 195,991 7,786 Corporate 5 13,218 (56,609 ) (829 ) (170,148 ) 16,106 Eliminations (8,125 ) — — — — — Consolidated (excluding discontinued operations) $ 1,477,644 $ 127,433 $ 220,345 $ 595 $ 103,965 $ 62,368 (in thousands) As of As of Assets September 30, 2017 December 31, 2016 PI $ 2,783,263 $ 2,429,167 RMW 1,311,730 1,328,008 Corporate 5,658,980 5,575,846 Eliminations (5,614,829 ) (5,426,149 ) Consolidated (excluding assets of discontinued operations) $ 4,139,144 $ 3,906,872 |
Basis of Condensed Consolidat32
Basis of Condensed Consolidated Financial Statements (AOCI Table) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cumulative foreign currency translation | $ (95,310) | $ (118,071) |
Cumulative supplemental benefit plans | (4,748) | (6,267) |
Net unrecognized losses on interest rate swap | 3,541 | 1,920 |
Accumulated other comprehensive loss | $ (96,517) | $ (122,418) |
Basis of Condensed Consolidat33
Basis of Condensed Consolidated Financial Statements (Details) - USD ($) | Jan. 01, 2018 | Aug. 31, 2017 | Jun. 30, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Accounts payable and accrued expenses | $ 161,004,000 | $ 161,004,000 | $ 168,284,000 | ||||||
Provision for income taxes | 11,851,000 | $ 15,922,000 | 36,759,000 | $ 51,984,000 | |||||
Equity in earnings/(losses) of affiliates, net of tax (less than) | (229,000) | 607,000 | (1,232,000) | 595,000 | |||||
Revenue from Related Parties | 2,800,000 | 2,500,000 | 6,900,000 | 7,700,000 | |||||
Costs and Expenses, Related Party | 3,200,000 | 2,900,000 | 8,900,000 | 8,400,000 | |||||
Loss)/gain on Investments and other, net | (3,095,000) | $ (20,056,000) | (6,513,000) | (17,873,000) | |||||
Escrow deposit | 1,300,000,000 | 1,300,000,000 | 619,400,000 | ||||||
Reserves incorrect disposition of assets | 21,200,000 | 21,200,000 | 22,200,000 | ||||||
Other liabilities | 162,494,000 | 162,494,000 | 132,043,000 | ||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (96,517,000) | (96,517,000) | $ (122,418,000) | ||||||
Deferred revenue | $ 26,037,000 | 35,814,000 | |||||||
RELS LLC [Member] | |||||||||
Loss)/gain on Investments and other, net | $ 6,100,000 | ||||||||
Pension and Other Postretirement Benefit Contributions | $ 13,500,000 | ||||||||
Other liabilities | 9,200,000 | 9,200,000 | |||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | $ 1,800,000 | $ 1,800,000 | |||||||
Minimum [Member] | |||||||||
Escrow deposits, period held by the Company (in business days) | 2 days | ||||||||
Maximum [Member] | |||||||||
Equity in earnings/(losses) of affiliates, net of tax (less than) | $ 595,000 | ||||||||
Escrow deposits, period held by the Company (in business days) | 5 days | ||||||||
Mercury, Inc. [Member] | |||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 45.00% | 45.00% | |||||||
Payments to Acquire Equity Method Investments | $ 70,000,000 | ||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 55.00% | ||||||||
Call Option Fair Value | 4,600,000 | $ 4,600,000 | |||||||
Business Combination, Consideration Transferred | $ 83,000,000 | ||||||||
Loss)/gain on Investments and other, net | $ 1,900,000 | ||||||||
Restatement Adjustment [Member] | |||||||||
Provision for income taxes | $ 3,000,000 | $ 4,300,000 | |||||||
Ten Largest Clients [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | |||||||||
Concentration risk, percentage | 37.00% | 41.00% | 39.00% | 42.00% | |||||
Client A [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | |||||||||
Concentration risk, percentage | 11.00% | 15.00% | 12.00% | 15.00% | |||||
Client B [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | |||||||||
Concentration risk, percentage | 11.00% | 10.00% | 12.00% | ||||||
Accounting Standards Update 2014-09 [Member] | Forecast [Member] | |||||||||
Deferred revenue | $ 0.05 | ||||||||
Stockholders' Equity, Period Increase (Decrease) | $ 0.05 | ||||||||
Misclassification Related To Liabilities [Member] | |||||||||
Accounts payable and accrued expenses | $ 32,000,000 | $ 32,000,000 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,039,123 | $ 991,782 |
Less accumulated depreciation | (585,247) | (542,583) |
Property and equipment, net | 453,876 | 449,199 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,476 | 7,476 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 6,487 | 6,293 |
Furniture and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 64,843 | 61,582 |
Capitalized software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 917,825 | 866,398 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 41,031 | 29,420 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,461 | $ 20,613 |
Property and Equipment, Net (Na
Property and Equipment, Net (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 21.4 | $ 21.1 | $ 62.1 | $ 61.7 |
Goodwill, Net (Details)
Goodwill, Net (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | |
Apr. 30, 2016 | Sep. 30, 2017 | Dec. 31, 2016 | |
Goodwill [Roll Forward] | |||
Goodwill | $ 2,114,780 | ||
Accumulated impairment losses | (7,525) | ||
Goodwill, net | $ 2,244,183 | 2,107,255 | |
Translation adjustments | 14,750 | ||
Goodwill, Purchase Accounting Adjustments | 122,178 | ||
Goodwill, Acquired During Period | 127,900 | ||
Property Intelligence [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill | 1,189,388 | ||
Accumulated impairment losses | (600) | ||
Goodwill, net | 1,325,716 | 1,188,788 | |
Translation adjustments | 14,750 | ||
Goodwill, Purchase Accounting Adjustments | 122,178 | ||
Property Intelligence [Member] | FNC, Inc. [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill, Purchase Accounting Adjustments | 5,400 | ||
Goodwill, Acquired During Period | $ 220,200 | ||
Property Intelligence [Member] | Insignificant Acquisition [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill, Purchase Accounting Adjustments | 200 | ||
Risk Management and Work Flow [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill | 925,392 | ||
Accumulated impairment losses | (6,925) | ||
Goodwill, net | 918,467 | $ 918,467 | |
Translation adjustments | 0 | ||
Goodwill, Purchase Accounting Adjustments | $ 0 |
Other Intangible Assets, Net (S
Other Intangible Assets, Net (Schedule of Finite-Lived Intangible Assets by Major Class) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Other intangible assets, gross | $ 844,155 | $ 844,155 | $ 786,245 | ||
Less accumulated amortization | (353,083) | (353,083) | (307,332) | ||
Total | 491,072 | 491,072 | 478,913 | ||
Amortization expense for finite-lived intangible assets | 14,900 | $ 13,900 | 42,900 | $ 38,800 | |
Client lists [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Other intangible assets, gross | 690,900 | 690,900 | 637,053 | ||
Less accumulated amortization | (292,222) | (292,222) | (257,787) | ||
Total | 398,678 | 398,678 | 379,266 | ||
Non-compete agreements [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Other intangible assets, gross | 28,119 | 28,119 | 28,106 | ||
Less accumulated amortization | (14,434) | (14,434) | (11,136) | ||
Total | 13,685 | 13,685 | 16,970 | ||
Trade names and licenses [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Other intangible assets, gross | 125,136 | 125,136 | 121,086 | ||
Less accumulated amortization | (46,427) | (46,427) | (38,409) | ||
Total | $ 78,709 | $ 78,709 | $ 82,677 |
Other Intangible Assets, Net (F
Other Intangible Assets, Net (Finite Lived Intangible Asset Future Amortization Expense) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets, Future Amortization Expense [Abstract] | ||
Remainder of 2017 | $ 18,157 | |
2,018 | 60,457 | |
2,019 | 56,250 | |
2,020 | 55,953 | |
2,021 | 52,346 | |
Thereafter | 247,909 | |
Total | $ 491,072 | $ 478,913 |
Long-Term Debt, Net of Curren39
Long-Term Debt, Net of Current (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Gross | $ 1,822,427 | $ 1,619,279 |
Debt Issuance Costs | (25,124) | (17,232) |
Net | 1,797,303 | 1,602,047 |
Less current portion of long-term debt | 92,454 | 105,158 |
Long-term debt, net of current portion, gross | 1,729,973 | 1,514,121 |
Long-term debt, net of current portion, debt issuance costs | (25,124) | (17,232) |
Long-term debt, net of current portion, net | 1,704,849 | 1,496,889 |
Term loan facility [Member] | Term Loan Due August 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Gross | 1,800,000 | 0 |
Debt Issuance Costs | (18,039) | 0 |
Net | 1,781,961 | 0 |
Term loan facility [Member] | Term Loan Due April 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Gross | 0 | 1,298,125 |
Debt Issuance Costs | 0 | (12,419) |
Net | 0 | 1,285,706 |
Lind of Credit due August 2022 [Member] | Revolving line of credit [Member] | ||
Debt Instrument [Line Items] | ||
Gross | 0 | 0 |
Debt Issuance Costs | (7,036) | 0 |
Net | (7,036) | 0 |
Line of credit [Member] | Revolving line of credit [Member] | ||
Debt Instrument [Line Items] | ||
Gross | 0 | 302,000 |
Debt Issuance Costs | 0 | (4,761) |
Net | 0 | 297,239 |
Senior notes [Member] | 7.55% senior debentures due April 2028 [Member] | ||
Debt Instrument [Line Items] | ||
Gross | 14,645 | 14,645 |
Debt Issuance Costs | (49) | (52) |
Net | 14,596 | 14,593 |
Other debt [Member] | Various debt instruments with maturities through 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Gross | 7,782 | 4,509 |
Debt Issuance Costs | 0 | 0 |
Net | $ 7,782 | $ 4,509 |
Long-Term Debt, Net of Curren40
Long-Term Debt, Net of Current (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||
Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2021 | Sep. 30, 2020 | Apr. 30, 2020USD ($) | Sep. 30, 2019 | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018 | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Aug. 31, 2016USD ($) | Apr. 30, 2014USD ($) | Apr. 30, 1998USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||||
Accrued interest expense | $ 1,000,000 | $ 1,000,000 | $ 800,000 | ||||||||||||||
Debt Issuance Costs, Gross | $ 6,300,000 | 14,300,000 | $ 6,300,000 | 14,300,000 | $ 6,300,000 | ||||||||||||
Debt Issuance Costs, Net | 300,000 | 300,000 | 300,000 | 300,000 | 300,000 | ||||||||||||
Amortization of Debt Issuance Costs | 6,000,000 | 14,000,000 | 6,000,000 | 14,000,000 | 6,000,000 | ||||||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 13,800,000 | 13,800,000 | |||||||||||||||
Debt Instrument, Unamortized Discount | 12,000,000 | 12,000,000 | |||||||||||||||
Write off of Deferred Debt Issuance Cost | 1,800,000 | 10,200,000 | |||||||||||||||
Market value adjustments on interest rate swap, net of tax | 41,000 | 365,000 | 1,621,000 | (2,673,000) | |||||||||||||
Interest Rate Swap [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Swaps notional amount | $ 275,000,000 | $ 275,000,000 | $ 500,000,000 | $ 500,000,000 | |||||||||||||
Swaps fixed interest rate | 1.83% | 1.83% | 1.03% | 1.57% | |||||||||||||
Asset for interest rate swap agreements | 5,400,000 | ||||||||||||||||
Liability for swap | $ 2,300,000 | ||||||||||||||||
Interest Rate Swap [Member] | Forecast [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Derivative, Notional Amount, Increase Swap B | $ 200,000,000 | ||||||||||||||||
Quarterly amortization of interest rate swap notional amount | $ 25,000,000 | $ 25,000,000 | $ 12,500,000 | ||||||||||||||
Increase in notional amount | $ 100,000,000 | ||||||||||||||||
Remaining notional amount of swaps | $ 275,000,000 | ||||||||||||||||
Swap [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Market value adjustments on interest rate swap, net of tax | $ 100,000 | ||||||||||||||||
Deferred taxes on interest rate swaps | 100,000 | $ 200,000 | $ 1,000,000 | $ (1,700,000) | |||||||||||||
Minimum [Member] | Credit Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of Credit Facility, Commitment Fee Percentage | 0.25% | ||||||||||||||||
Maximum [Member] | Credit Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of Credit Facility, Commitment Fee Percentage | 0.40% | ||||||||||||||||
Adjusted LIBO [Member] | Credit Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | ||||||||||||||||
Adjusted LIBO [Member] | Minimum [Member] | Credit Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||||||||||||||||
Adjusted LIBO [Member] | Maximum [Member] | Credit Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | ||||||||||||||||
Adjusted LIBO Plus [Member] | Credit Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||||||||||||||||
Alternate Base Rate [Member] | Credit Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||||||||||||||||
Alternate Base Rate [Member] | Minimum [Member] | Credit Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.25% | ||||||||||||||||
Alternate Base Rate [Member] | Maximum [Member] | Credit Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||||||||||||||||
Federal Funds Effective Rate Plus [Member] | Credit Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | ||||||||||||||||
Term Facility [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Credit agreement, potential increase to term loan and line of credit | 100,000,000 | $ 100,000,000 | |||||||||||||||
Term Facility [Member] | Term Loan A-1 Due August 2022 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Term facility, maximum borrowing capacity | $ 1,800,000,000 | $ 1,800,000,000 | |||||||||||||||
Term Facility [Member] | Term Loan Due August 2022 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long-term Debt, Weighted Average Interest Rate | 3.24% | 3.24% | |||||||||||||||
Term Facility [Member] | Term Loan Due April 2020 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long-term Debt, Weighted Average Interest Rate | 2.31% | ||||||||||||||||
Term Facility [Member] | Debt Instrument, Redemption, Period One [Member] | Term Loan Due April 2020 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of Credit Facility, Periodic Payment | 22,500,000 | ||||||||||||||||
Term Facility [Member] | Debt Instrument, Redemption, Period Two [Member] | Term Loan Due April 2020 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of Credit Facility, Periodic Payment | $ 45,000,000 | ||||||||||||||||
Line of credit [Member] | Forecast [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Debt Restrictive Covenants, Leverage Ratio | 3.50 | 3.75 | 4 | 4.25 | |||||||||||||
Line of credit [Member] | Revolving Facility [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Term facility, maximum borrowing capacity | $ 700,000,000 | $ 700,000,000 | |||||||||||||||
Multicurrency revolving sub-facility | 100,000,000 | 100,000,000 | |||||||||||||||
Revolving credit facility, letter of credit sub-facility | 50,000,000 | 50,000,000 | |||||||||||||||
Revolving line of credit, remaining borrowing capacity | $ 700,000,000 | $ 700,000,000 | |||||||||||||||
Long-term Debt, Weighted Average Interest Rate | 2.31% | ||||||||||||||||
Line of credit [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Debt Restrictive Covenants, Interest Coverage Ratio | 3.50 | 3.50 | |||||||||||||||
Line of credit [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Debt Restrictive Covenants, Leverage Ratio | 4.50 | 4.50 | |||||||||||||||
Senior notes [Member] | 7.55% senior debentures due April 2028 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ 100,000,000 | ||||||||||||||||
Debt instrument, stated interest rate percentage | 7.55% | 7.55% | 7.55% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Effective Income Tax Rate [Abstract] | ||||
Effective income tax rate, continuing operations | 27.60% | 31.00% | 30.00% | 33.50% |
Income tax of equity in earnings of affiliates | $ (0.1) | $ 0.5 | $ (0.8) | $ 0.9 |
FAFC [Member] | ||||
Possible change in uncertain tax benefits | $ 14 | $ 14 |
Earnings Per Share (Reconciliat
Earnings Per Share (Reconciliation of Net Income Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Numerator for basic and diluted net (loss)/income per share: | ||||
Net income from continuing operations | $ 30,828 | $ 36,002 | $ 84,722 | $ 103,965 |
(Loss)/gain from discontinued operations, net of tax | (74) | (936) | 2,421 | (998) |
Gain from sale of discontinued operations, net of tax | 0 | 0 | 310 | 0 |
Net income attributable to CoreLogic | $ 30,754 | $ 35,066 | $ 87,453 | $ 102,967 |
Denominator for basic and diluted net (loss)/income per share: | ||||
Weighted-average shares for basic income per share (in shares) | 83,362 | 87,584 | 84,114 | 88,141 |
Dilutive effect of stock options and restricted stock units (in shares) | 1,728 | 1,604 | 1,726 | 1,560 |
Weighted-average shares for diluted income per share (in shares) | 85,090 | 89,188 | 85,840 | 89,701 |
Earnings Per Share, Basic | ||||
Net income from continuing operations (usd per share) | $ 0.37 | $ 0.41 | $ 1.01 | $ 1.18 |
Gain/(loss) from discontinued operations, net of tax (usd per share) | 0 | (0.01) | 0.03 | (0.01) |
Gain from sale of discontinued operations, net of tax (usd per share) | 0 | 0 | 0 | 0 |
Net income attributable to CoreLogic (usd per share) | 0.37 | 0.40 | 1.04 | 1.17 |
Earnings Per Share, Diluted | ||||
Net income from continuing operations (usd per share) | 0.36 | 0.40 | 0.99 | 1.16 |
Gain/(loss) from discontinued operations, net of tax (usd per share) | 0 | (0.01) | 0.03 | (0.01) |
Gain from sale of discontinued operations, net of tax (usd per share) | 0 | 0 | 0 | 0 |
Net income attributable to CoreLogic (usd per share) | $ 0.36 | $ 0.39 | $ 1.02 | $ 1.15 |
Earnings Per Share (Antidilutiv
Earnings Per Share (Antidilutive Shares) (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Antidilutive securities excluded from computation of earnings per share | 0.1 | 0 | 0.1 | 0.1 |
Fair Value of Financial Instr44
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Interest Rate Swap [Member] | |||
Derivative Instruments and Hedging Disclosure: | |||
Asset for interest rate swap agreements | $ 5,400 | ||
Liability for swap | 2,300 | ||
Fair Value, Measurements, Recurring [Member] | |||
Financial Assets: | |||
Cash and cash equivalents | $ 149,411 | 72,031 | |
Restricted cash | 13,532 | 17,943 | |
Total Financial Assets | 162,943 | 89,974 | |
Financial Liabilities: | |||
Contingent consideration | 1,800 | ||
Total debt | 1,825,984 | 1,622,811 | |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 1,827,784 | ||
Fair Value, Measurements, Recurring [Member] | Interest Rate Swap [Member] | |||
Derivative Instruments and Hedging Disclosure: | |||
Asset for interest rate swap agreements | 5,951 | 5,392 | |
Liability for swap | 217 | 2,283 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Financial Assets: | |||
Cash and cash equivalents | 149,411 | 72,031 | |
Restricted cash | 0 | 0 | |
Total Financial Assets | 149,411 | 72,031 | |
Financial Liabilities: | |||
Contingent consideration | 0 | ||
Total debt | 0 | 0 | |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 0 | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Interest Rate Swap [Member] | |||
Derivative Instruments and Hedging Disclosure: | |||
Asset for interest rate swap agreements | 0 | 0 | |
Liability for swap | 0 | 0 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Financial Assets: | |||
Cash and cash equivalents | 0 | 0 | |
Restricted cash | 13,532 | 17,943 | |
Total Financial Assets | 13,532 | 17,943 | |
Financial Liabilities: | |||
Contingent consideration | 0 | ||
Total debt | 1,825,984 | 1,622,811 | |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 1,825,984 | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Interest Rate Swap [Member] | |||
Derivative Instruments and Hedging Disclosure: | |||
Asset for interest rate swap agreements | 5,951 | 5,392 | |
Liability for swap | 217 | 2,283 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Financial Assets: | |||
Cash and cash equivalents | 0 | 0 | |
Restricted cash | 0 | 0 | |
Total Financial Assets | 0 | 0 | |
Financial Liabilities: | |||
Contingent consideration | 1,800 | ||
Total debt | 0 | 0 | |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 1,800 | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Interest Rate Swap [Member] | |||
Derivative Instruments and Hedging Disclosure: | |||
Asset for interest rate swap agreements | 0 | 0 | |
Liability for swap | 0 | $ 0 | |
Maximum [Member] | |||
Financial Liabilities: | |||
Contingent consideration | $ 3,000 | ||
Mercury, Inc. [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Call Option Fair Value | $ 4,600 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Jul. 29, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Employee stock purchase plan, percent of stock price at closing date | 85.00% | 85.00% | |||
Stock-based compensation expense | $ 8,618 | $ 10,540 | $ 29,558 | $ 29,859 | |
Cost of Services [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | 1,700 | 700 | $ 4,700 | $ 3,600 | |
Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Units granted during the period (in units) | 671,568 | 967,826 | |||
Estimated grant-date fair value | $ 26,900 | $ 33,700 | |||
Award vesting period in years | 3 years | ||||
Unrecognized compensation cost | 31,800 | $ 31,800 | |||
Period of recognition for unrecognized compensation cost in years | 1 year 11 months 13 days | ||||
Stock-based compensation expense | 6,924 | 6,209 | $ 23,303 | $ 19,757 | |
PBRSU [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Units granted during the period (in units) | 288,331 | 285,475 | |||
Estimated grant-date fair value | $ 11,500 | $ 10,100 | |||
Unrecognized compensation cost | 10,300 | $ 10,300 | |||
Period of recognition for unrecognized compensation cost in years | 1 year 9 months 9 days | ||||
Stock-based compensation expense | 1,400 | 3,766 | $ 4,877 | 8,312 | |
Employee Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost | 0 | 0 | |||
Intrinsic value of options exercised | 3,300 | 4,400 | |||
Stock-based compensation expense | $ 0 | $ 213 | $ 144 | $ 813 | |
CoreLogic 2011 Performance Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares available for grant (in shares) | 21,909,000 |
Stock-Based Compensation (Restr
Stock-Based Compensation (Restricted Stock Units) (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Number of Shares | ||
Outstanding, Beginning of Period (in units) | 1,555,000 | |
Granted (in units) | 671,568 | 967,826 |
Vested (in units) | (858,000) | |
Forfeited (in units) | (61,000) | |
Outstanding, End of Period (in units) | 1,308,000 | |
Weighted Average Grant Date Fair Value | ||
Unvested units outstanding, Beginning Balance (usd per unit) | $ 34.14 | |
Granted (usd per unit) | 39.99 | |
Vested (usd per unit) | 34.29 | |
Forfeited (usd per unit) | 35.87 | |
Unvested units outstanding, Ending Balance (usd per unit) | $ 37.22 |
Stock-Based Compensation (PBRSU
Stock-Based Compensation (PBRSU Weighted Average Assumptions) (Details) - PBRSU [Member] | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | |
Risk-free interest rate | [1] | 1.47% | 0.99% |
Expected volatility | [2] | 27.83% | 25.12% |
Average total stockholder return | [2] | 1.46% | (1.23%) |
[1] | The risk-free interest rate for the periods within the contractual term of the PBRSUs is based on the U.S. Treasury yield curve in effect at the time of the grant. | ||
[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. |
Stock-Based Compensation (PBR48
Stock-Based Compensation (PBRSU) (Details) - PBRSU [Member] - $ / shares | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Number of Shares | |||
Number of units unvested (in units) | 640,000 | 738,000 | |
Granted (in units) | 288,331 | 285,475 | |
Vested (in units) | (227,000) | ||
Forfeited (in units) | (159,000) | ||
Weighted Average Grant Date Fair Value | |||
Unvested units outstanding, Beginning Balance (usd per unit) | $ 34.13 | ||
Granted (usd per unit) | 39.79 | ||
Vested (usd per unit) | 31.90 | ||
Forfeited (usd per unit) | 36.48 | ||
Unvested units outstanding, Ending Balance (usd per unit) | $ 36.91 |
Stock-Based Compensation (Optio
Stock-Based Compensation (Options) (Details) - Stock Options [Member] $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | |
Number of Shares | |
Options outstanding, beginning balance (in shares) | shares | 1,504 |
Options exercised (in shares) | shares | (215) |
Options outstanding, ending balance (in shares) | shares | 1,289 |
Weighted-Average Exercise Price | |
Options outstanding, beginning balance (usd per share) | $ / shares | $ 21.22 |
Options exercised (usd per share) | $ / shares | 24.69 |
Options outstanding, ending balance (usd per share) | $ / shares | $ 20.64 |
Aggregate Intrinsic Value | |
Options outstanding, Aggregate Intrinsic Value | $ | $ 32,985 |
Weighted Average Remaining Contractual Term | |
Options outstanding, Weighted Average Remaining Contractual Term (in years) | 2 years 4 months 26 days |
Stock-Based Compensation (Compe
Stock-Based Compensation (Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 8,618 | $ 10,540 | $ 29,558 | $ 29,859 |
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 6,924 | 6,209 | 23,303 | 19,757 |
PBRSU [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1,400 | 3,766 | 4,877 | 8,312 |
Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 0 | 213 | 144 | 813 |
Employee Stock Purchase Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 294 | $ 352 | $ 1,234 | $ 977 |
Litigation and Regulatory Con51
Litigation and Regulatory Contingencies (Details) | 3 Months Ended |
Sep. 30, 2017USD ($) | |
Loss Contingencies [Line Items] | |
Loss contingency accrual | $ 20,100,000 |
Amount recorded to accrual | 17,600,000 |
FAFC legal separation [Member] | |
Loss Contingencies [Line Items] | |
Loss contingency accrual | $ 0 |
Acquisitions (Details)
Acquisitions (Details) $ in Thousands, NZD in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Aug. 31, 2017USD ($) | Jun. 30, 2017USD ($) | Apr. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Jan. 31, 2016USD ($) | Jan. 31, 2016NZD | |
Business Acquisition [Line Items] | |||||||||
Loss)/gain on Investments and other, net | $ (3,095) | $ (20,056) | $ (6,513) | $ (17,873) | |||||
Goodwill, Acquired During Period | 127,900 | ||||||||
Goodwill, Purchase Accounting Adjustments | 122,178 | ||||||||
Acquisition-related costs | 900 | $ 1,400 | 1,800 | $ 7,500 | |||||
Property Intelligence [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill, Purchase Accounting Adjustments | 122,178 | ||||||||
Maximum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Contingent consideration | $ 3,000 | 3,000 | |||||||
Mercury, Inc. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Deferred tax liability acquired | $ 14,400 | ||||||||
Mercury, Inc. [Member] | Property Intelligence [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill, Acquired During Period | 99,500 | ||||||||
Mercury, Inc. [Member] | Client lists [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets acquired | $ 41,300 | ||||||||
Estimated average life in years | 10 years | ||||||||
Mercury, Inc. [Member] | Technology-Based Intangible Assets [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets acquired | $ 20,100 | ||||||||
Estimated average life in years | 9 years | ||||||||
Mercury, Inc. [Member] | Trade names [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets acquired | $ 3,600 | ||||||||
Estimated average life in years | 8 years | ||||||||
Myriad Development, Inc. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Consideration transferred | 22,000 | ||||||||
Deferred tax liability acquired | 3,100 | ||||||||
Myriad Development, Inc. [Member] | Property Intelligence [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill, Acquired During Period | 17,300 | ||||||||
Myriad Development, Inc. [Member] | Client lists [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets acquired | $ 1,700 | ||||||||
Estimated average life in years | 12 years | ||||||||
Myriad Development, Inc. [Member] | Technology-Based Intangible Assets [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets acquired | $ 5,800 | ||||||||
Estimated average life in years | 8 years | ||||||||
Myriad Development, Inc. [Member] | Trade names [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets acquired | $ 1,600 | ||||||||
Estimated average life in years | 7 years | ||||||||
Clareity Ventures, Inc. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Consideration transferred | $ 15,000 | ||||||||
Deferred tax liability acquired | 2,800 | ||||||||
Clareity Ventures, Inc. [Member] | Property Intelligence [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill, Acquired During Period | 11,100 | ||||||||
Clareity Ventures, Inc. [Member] | Client lists [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets acquired | $ 3,400 | ||||||||
Estimated average life in years | 10 years | ||||||||
Clareity Ventures, Inc. [Member] | Technology-Based Intangible Assets [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets acquired | $ 2,000 | ||||||||
Estimated average life in years | 5 years | ||||||||
Clareity Ventures, Inc. [Member] | Trade names [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets acquired | $ 900 | ||||||||
Estimated average life in years | 7 years | ||||||||
FNC, Inc. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Contingent consideration | $ 8,000 | ||||||||
Cash paid at closing in acquisition | 400,000 | ||||||||
Deferred tax liability acquired | 85,400 | ||||||||
FNC, Inc. [Member] | Property Intelligence [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill, Acquired During Period | 220,200 | ||||||||
Goodwill, Purchase Accounting Adjustments | $ 5,400 | ||||||||
FNC, Inc. [Member] | Client lists [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets acquired | $ 145,300 | ||||||||
Estimated average life in years | 16 years | ||||||||
FNC, Inc. [Member] | Trade names [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets acquired | $ 15,900 | ||||||||
Estimated average life in years | 19 years | ||||||||
FNC, Inc. [Member] | Property and equipment [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated average life in years | 12 years | ||||||||
Property and equipment acquired | $ 79,800 | ||||||||
FNC, Inc. [Member] | Non-compete agreements [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets acquired | $ 18,800 | ||||||||
Estimated average life in years | 5 years | ||||||||
FNC, Inc. [Member] | Maximum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Consideration transferred | $ 475,000 | ||||||||
Certain closing adjustments to be paid | $ 75,000 | ||||||||
PIQ Acquisition [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Remaining equity interest acquired | 40.00% | 40.00% | |||||||
Mandatorily redeemable noncontrolling interests | $ 19,000 | NZD 27.8 | |||||||
Mercury, Inc. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Remaining equity interest acquired | 45.00% | ||||||||
Payments to Acquire Equity Method Investments | $ 70,000 | ||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 55.00% | ||||||||
Call Option Fair Value | $ 4,600 | ||||||||
Consideration transferred | $ 83,000 | ||||||||
Loss)/gain on Investments and other, net | $ 1,900 |
Discontinued Operations (Narrat
Discontinued Operations (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Possible indemnification exposure, maximum | $ 25,000 | $ 25,000 | |||
Proceeds from Legal Settlements | 4,500 | ||||
Deferred income tax asset and other current assets | 744 | 744 | $ 662 | ||
(Loss)/gain from discontinued operations, net of tax | $ (74) | $ (936) | $ 2,421 | $ (998) |
Discontinued Operations (Financ
Discontinued Operations (Financial Statement Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||||
Gain/(loss) from discontinued operations, net of tax | $ (74) | $ (936) | $ 2,421 | $ (998) | |
Statement of Financial Position [Abstract] | |||||
Deferred income tax asset and other current assets | 744 | 744 | $ 662 | ||
Discontinued Operations, Disposed of by Sale [Member] | Components Total [Member] | |||||
Income Statement [Abstract] | |||||
Operating revenue | 0 | 0 | 0 | 0 | |
Gain/(loss) from discontinued operations before income taxes | (120) | (1,517) | 3,920 | (1,616) | |
Income tax expense/(benefit) | (46) | (581) | 1,499 | (618) | |
Gain/(loss) from discontinued operations, net of tax | (74) | (936) | 2,421 | (998) | |
Statement of Financial Position [Abstract] | |||||
Deferred income tax asset and other current assets | 744 | 744 | 662 | ||
Accounts payable, accrued expenses and other current liabilities | 2,014 | 2,014 | 3,123 | ||
Discontinued Operations, Disposed of by Sale [Member] | Asset Management and Processing Solutions [Member] | Asset Management and Processing Solutions [Member] | |||||
Income Statement [Abstract] | |||||
Operating revenue | 0 | 0 | 0 | 0 | |
Gain/(loss) from discontinued operations before income taxes | (1) | (529) | 4,154 | (624) | |
Income tax expense/(benefit) | (1) | (203) | 1,589 | (239) | |
Gain/(loss) from discontinued operations, net of tax | 0 | (326) | 2,565 | (385) | |
Statement of Financial Position [Abstract] | |||||
Deferred income tax asset and other current assets | 568 | 568 | 568 | ||
Accounts payable, accrued expenses and other current liabilities | 1,658 | 1,658 | 2,130 | ||
Discontinued Operations, Disposed of by Sale [Member] | Employer And Litigation Services [Member] | Employer And Litigation Services [Member] | |||||
Income Statement [Abstract] | |||||
Operating revenue | 0 | 0 | 0 | 0 | |
Gain/(loss) from discontinued operations before income taxes | (193) | (948) | (445) | (948) | |
Income tax expense/(benefit) | (74) | (363) | (170) | (362) | |
Gain/(loss) from discontinued operations, net of tax | (119) | (585) | (275) | (586) | |
Statement of Financial Position [Abstract] | |||||
Deferred income tax asset and other current assets | 82 | 82 | 0 | ||
Accounts payable, accrued expenses and other current liabilities | 190 | 190 | 624 | ||
Discontinued Operations, Disposed of by Sale [Member] | Discontinued Operations Appraisal [Member] | Risk Management and Work Flow [Member] | |||||
Income Statement [Abstract] | |||||
Operating revenue | 0 | 0 | 0 | 0 | |
Gain/(loss) from discontinued operations before income taxes | 7 | (4) | 6 | (7) | |
Income tax expense/(benefit) | 3 | (1) | 2 | (3) | |
Gain/(loss) from discontinued operations, net of tax | 4 | (3) | 4 | (4) | |
Statement of Financial Position [Abstract] | |||||
Deferred income tax asset and other current assets | (231) | (231) | (231) | ||
Accounts payable, accrued expenses and other current liabilities | 154 | 154 | 167 | ||
Discontinued Operations, Disposed of by Sale [Member] | Discontinued Operations Marketing [Member] | Property Intelligence [Member] | |||||
Income Statement [Abstract] | |||||
Operating revenue | 0 | 0 | 0 | 0 | |
Gain/(loss) from discontinued operations before income taxes | 67 | (36) | 205 | (37) | |
Income tax expense/(benefit) | 26 | (14) | 78 | (14) | |
Gain/(loss) from discontinued operations, net of tax | 41 | $ (22) | 127 | $ (23) | |
Statement of Financial Position [Abstract] | |||||
Deferred income tax asset and other current assets | 325 | 325 | 325 | ||
Accounts payable, accrued expenses and other current liabilities | $ 12 | $ 12 | $ 202 |
Segment Information (Narrative)
Segment Information (Narrative) (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)segment | Sep. 30, 2016USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | segment | 2 | |||
Operating Segments [Member] | Property Intelligence [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment reporting intercompany revenue | $ 1.1 | $ 1.5 | $ 3.3 | $ 4.2 |
Segment reporting intercompany expense | 1 | 1 | 2.5 | 3.9 |
Operating Segments [Member] | Risk Management and Work Flow [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment reporting intercompany revenue | 1 | 1 | 2.5 | 3.9 |
Segment reporting intercompany expense | $ 1.1 | $ 1.5 | $ 3.3 | $ 4.2 |
Segment Information (Financial
Segment Information (Financial Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||
Operating Revenues | $ 483,131 | $ 523,896 | $ 1,396,960 | $ 1,477,644 | |
Depreciation and Amortization | 45,326 | 44,498 | 131,668 | 127,433 | |
Operating Income/(Loss) | 62,296 | 85,721 | 173,255 | 220,345 | |
Equity in earnings/(losses) of affiliates, net of tax | (229) | 607 | (1,232) | 595 | |
Net Income/(Loss) From Continuing Operations | 30,828 | 36,002 | 84,722 | 103,965 | |
Capital Expenditures | 16,839 | 16,583 | 54,278 | 62,368 | |
Assets | 4,139,144 | 4,139,144 | $ 3,906,872 | ||
Operating Segments [Member] | Property Intelligence [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating Revenues | 257,987 | 280,620 | 736,530 | 798,741 | |
Depreciation and Amortization | 34,086 | 33,280 | 98,383 | 93,580 | |
Operating Income/(Loss) | 34,737 | 28,822 | 79,984 | 80,931 | |
Equity in earnings/(losses) of affiliates, net of tax | (274) | 872 | (1,700) | 1,424 | |
Net Income/(Loss) From Continuing Operations | 31,661 | 28,325 | 68,303 | 78,122 | |
Capital Expenditures | 11,517 | 12,517 | 35,212 | 38,476 | |
Assets | 2,783,263 | 2,783,263 | 2,429,167 | ||
Operating Segments [Member] | Risk Management and Work Flow [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating Revenues | 227,329 | 245,764 | 666,206 | 687,023 | |
Depreciation and Amortization | 6,018 | 6,304 | 18,121 | 20,635 | |
Operating Income/(Loss) | 52,593 | 76,758 | 158,866 | 196,023 | |
Equity in earnings/(losses) of affiliates, net of tax | 0 | 0 | 0 | 0 | |
Net Income/(Loss) From Continuing Operations | 52,584 | 76,749 | 158,838 | 195,991 | |
Capital Expenditures | 3,273 | 2,658 | 11,014 | 7,786 | |
Assets | 1,311,730 | 1,311,730 | 1,328,008 | ||
Corporate [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating Revenues | 1 | 2 | (1) | 5 | |
Depreciation and Amortization | 5,222 | 4,914 | 15,164 | 13,218 | |
Operating Income/(Loss) | (25,034) | (19,859) | (65,595) | (56,609) | |
Equity in earnings/(losses) of affiliates, net of tax | 45 | (265) | 468 | (829) | |
Net Income/(Loss) From Continuing Operations | (53,417) | (69,072) | (142,419) | (170,148) | |
Capital Expenditures | 2,049 | 1,408 | 8,052 | 16,106 | |
Assets | 5,658,980 | 5,658,980 | 5,575,846 | ||
Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating Revenues | (2,186) | (2,490) | (5,775) | (8,125) | |
Depreciation and Amortization | 0 | 0 | 0 | 0 | |
Operating Income/(Loss) | 0 | 0 | 0 | 0 | |
Equity in earnings/(losses) of affiliates, net of tax | 0 | 0 | 0 | 0 | |
Net Income/(Loss) From Continuing Operations | 0 | 0 | 0 | 0 | |
Capital Expenditures | 0 | $ 0 | 0 | $ 0 | |
Assets | $ (5,614,829) | $ (5,614,829) | $ (5,426,149) |