Share-Based Compensation Plans

We issue equity awards under the CoreLogic, Inc. 2011 Performance Incentive Plan (the “Plan”) which was approved by our stockholders at our Annual Meeting, held on May 19, 2011 and amended on July 29, 2014. The amended Plan permits the grant of RSUs, PBRSUs and stock options. Prior to the approval of the Plan, we issued share-based awards under the CoreLogic, Inc. 2006 Incentive Plan (the “2006 Plan”). The amended Plan was adopted, in part, to make an aggregate of 21,930,000 shares of the Company's common stock available for award grants, so that the Company will have sufficient authority and flexibility to adequately provide for future incentives.

We primarily utilize RSUs, PBRSUs and stock options 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 the vesting period.

Restricted Stock Units

For the years ended December 31, 2014, 2013 and 2012, we awarded 807,890, 788,680 and 780,682 RSUs, respectively, with an estimated value of $24.7 million, $20.8 million and $13.6 million, respectively. The RSU awards will vest ratably over 3 years. RSU activity for the year ended December 31, 2014 is as follows:



(in thousands, except weighted average fair value prices)	Number of Shares		Weighted Average Grant-Date Fair Value
Unvested RSUs outstanding at December 31, 2013	1,466		$	22.13
RSUs granted	808		$	30.62
RSUs vested	(697	)	$	20.89
RSUs forfeited	(197	)	$	26.02
Unvested RSUs outstanding at December 31, 2014	1,380		$	27.17

As of December 31, 2014, there was $19.7 million of total unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a weighted-average period of 1.9 years. The fair value of RSUs is based on the market value of the Company’s shares on the date of grant.

Performance-Based Restricted Stock Units

For the years ended December 31, 2014, 2013 and 2012, we awarded 367,558, 410,497 and 347,572 PBRSUs, respectively, with an estimated value of $11.6 million, $10.7 million and $5.6 million, respectively. These awards could be subject to service-based, performance-based and market-based vesting. The performance period for the PBRSUs awarded during 2014 is from January 1, 2014 to December 31, 2016 and the performance metric is adjusted earnings per share and market-based conditions. Subject to satisfaction of the performance criteria, the 2014 awards will vest on December 31, 2016.

The performance period for the PBRSUs awarded during 2013 is from January 1, 2013 to December 31, 2015 and the performance metric is adjusted earnings per share and market-based conditions. Subject to satisfaction of the performance criteria, the 2013 awards will vest on December 31, 2015. The fair values of the 2014 and 2013 awards were estimated using Monte-Carlo simulation with the following weighted-average assumptions:



	2014		2013

Expected dividend yield	—	%	—	%
Risk-free interest rate ⁽¹⁾	0.74	%	0.41	%
Expected volatility ⁽²⁾	27.88	%	29.87	%
Average total shareholder return ⁽²⁾	(0.90	)%	17.87	%


(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 shareholder return is a measure of the amount by which a stock price has fluctuated or is expected to fluctuate based primarily on our and our peers' historical data.

The performance period for the PBRSUs awarded during 2012 was from January 1, 2012 to December 31, 2012 and the performance metric was adjusted earnings per share. Based on achievement of the performance criteria, the 2012 awards were earned at 150% of target and will vest subject to continuation of employment until December 31, 2014. The fair value of the 2012 awards were based on the market value of the Company's common stock on the date of grant.

PBRSU activity for the year ended December 31, 2014 is as follows:



(in thousands, except weighted average fair value prices)	Number of Shares		Weighted Average Grant-Date Fair Value
Unvested PBRSUs outstanding at December 31, 2013	1,247		$	18.52
PBRSUs granted	368		$	31.46
PBRSUs vested	(612	)	$	16.92
PBRSUs forfeited	(99	)	$	23.52
Unvested PBRSUs outstanding at December 31, 2014	904		$	22.19

As of December 31, 2014, there was $1.1 million of total unrecognized compensation cost related to unvested PBRSUs that is expected to be recognized over a weighted-average period of 1.3 years. The fair value of PBRSUs is based on the market value of the Company’s shares on the date of grant.

Stock Options

In 2014 and 2013, we issued stock options as incentive compensation for certain key employees. The exercise price of each stock option is the closing market price of our common stock on the date of grant. The 2014 and 2013 options will vest in 3 equal annual installments on the first, second and third anniversaries of grant and expire 10 years after the grant date. The fair values of these stock options were estimated using a Black-Scholes model with the following weighted-average assumptions:



	2014		2013		2012
Expected dividend yield	—	%	—	%	—	%
Risk-free interest rate ⁽¹⁾	1.74	%	0.90	%	1.00	%
Expected volatility ⁽²⁾	37.92	%	41.65	%	42.81	%
Expected life ⁽³⁾	5.5		5.5		5.5


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


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


(3)	The expected life is the period of time, on average, that participants are expected to hold their options before exercise based primarily on our historical data.

For the years ended December 31, 2014, 2013 and 2012 we awarded 290,737, 445,705 and 581,265 options, respectively, with an estimated value of $9.1 million, $11.7 million and $9.3 million, respectively. Option activity for the year ended December 31, 2014 is as follows:



(in thousands, except weighted average prices)	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Options outstanding at December 31, 2013	2,663		$	21.12
Options granted	291		$	31.46
Options exercised	(303	)	$	19.77
Options canceled	(88	)	$	25.02
Options outstanding at December 31, 2014	2,563		$	22.32	4.9	$	23,903
Options vested and expected to vest at December 31, 2014	2,539		$	22.26	4.9	$	23,834
Options exercisable at December 31, 2014	1,953		$	21.18	3.9	$	20,344

As of December 31, 2014, there was $3.5 million of total unrecognized compensation cost related to unvested stock options that is expected to be recognized over a weighted-average period of 1.8 years.

The intrinsic value of options exercised was $3.5 million, $13.8 million and $3.7 million for the years ended December 31, 2014, 2013 and 2012, respectively. This intrinsic value represents the difference between the fair market value of the Company’s 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 the last offering period.

The following table sets forth the share-based compensation expense recognized for the years ended December 31, 2014, 2013 and 2012.



(in thousands)	2014		2013		2012
Restricted stock units	$	19,078	$	12,754	$	9,988
Performance-based restricted stock units	1,750		9,746		7,050
Stock options	3,730		3,982		3,664
Employee stock purchase plan	1,030		557		107
	$	25,588	$	27,039	$	20,809

The above share-based compensation expense has $1.7 million, $1.0 million and $2.6 million included within cost of services for the years ended December 31, 2014, 2013 and 2012, respectively. It also includes $0.2 million, $0.1 million and $0.2 million of share-based compensation expense for the years ended December 31, 2014, 2013 and 2012, respectively, reported within (loss)/income from discontinued operations, net of tax.