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 (the “Plan”). The Plan includes the ability to grant restricted stock unit ("RSUs"), performance-based stock units ("PBRSUs") and stock options. The Plan provides for up to 21,909,000 shares of the Company's common stock to be available for award grants. Prior to the approval of the Plan, we issued share-based awards under the CoreLogic, Inc. 2006 Incentive Plan.

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, 2016 and 2015, we awarded 967,826 and 943,486 RSUs, respectively, with an estimated grant-date fair value of $33.7 million and $33.3 million, respectively. The majority of the RSU awards will vest ratably over three years from their grant date.

RSU activity for the nine months ended September 30, 2016 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, 2015	1,537		$	32.92
RSUs granted	968		$	34.78
RSUs vested	(755	)	$	32.34
RSUs forfeited	(96	)	$	34.39
Unvested RSUs outstanding at September 30, 2016	1,654		$	34.18

As of September 30, 2016, there was $36.9 million of total unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a weighted-average period of 2.1 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, 2016 and 2015, we awarded 285,475 and 222,788 PBRSUs, respectively, with an estimated grant-date fair value of $10.1 million and $7.6 million, respectively. These awards are subject to service-based, performance-based and market-based vesting conditions. For the majority of the PBRSUs awarded during the nine months ended September 30, 2016, the performance period is from January 1, 2016 to December 31, 2018 and the performance metric is adjusted earnings per share and market-based conditions. Subject to satisfaction of the performance criteria, the majority of the 2016 awards will vest on December 31, 2018. For the nine months ended September 30, 2016, the awards included 111,598 PBRSUs issued in conjunction with acquisitions. The performance metric is total revenue with the performance period through December 31, 2018.

The performance period for the PBRSUs awarded during the nine months ended September 30, 2015 is from January 1, 2015 to December 31, 2017 and the performance metric is adjusted earnings per share and market-based conditions. Subject to satisfaction of the performance criteria, the majority of the 2015 awards will vest on December 31, 2017.

The fair values of the 2016 and 2015 awards were estimated using Monte-Carlo simulation with the following weighted-average assumptions:



	For the Nine Months Ended September 30,
	2016		2015

Expected dividend yield	—	%	—	%
Risk-free interest rate ⁽¹⁾	0.99	%	0.93	%
Expected volatility ⁽²⁾	25.12	%	24.01	%
Average total stockholder return ⁽²⁾	1.48	%	8.37	%


(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, 2016 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, 2015	659		$	29.15
PBRSUs granted	285		$	35.39
PBRSUs vested	(94	)	$	26.49
PBRSUs forfeited	(112	)	$	22.37
Unvested PBRSUs outstanding at September 30, 2016	738		$	34.13

As of September 30, 2016, there was $20.1 million of total unrecognized compensation cost related to unvested PBRSUs that is expected to be recognized over a weighted-average period of 1.9 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, 2016 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, 2015	1,826		$	21.33
Options granted	—		$	—
Options exercised	(313	)	$	21.72
Options canceled	(1	)	$	30.52
Options outstanding at September 30, 2016	1,512		$	21.24	4.8	$	27,152
Options vested and expected to vest at September 30, 2016	1,509		$	21.23	4.8	$	27,141
Options exercisable at September 30, 2016	1,440		$	20.72	4.7	$	26,645

As of September 30, 2016, there was $0.3 million of total unrecognized compensation cost related to unvested stock options that is expected to be recognized over a weighted-average period of 6 months.

The intrinsic value of options exercised was $4.4 million and $8.8 million for the nine months ended September 30, 2016 and 2015, 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 three and nine months ended September 30, 2016 and 2015.



	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
(in thousands)	2016		2015		2016		2015
RSUs	$	6,209	$	5,699	$	19,757	$	18,532
PBRSUs	3,766		1,433		8,312		5,485
Stock options	213		443		813		1,480
Employee stock purchase plan	352		305		977		922
	$	10,540	$	7,880	$	29,859	$	26,419

The above includes $0.7 million and $1.3 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, 2016 and 2015, respectively, and $3.6 million and $2.7 million for the nine months ended September 30, 2016 and 2015, respectively.