XML 30 R14.htm IDEA: XBRL DOCUMENT v3.10.0.1
Share-Based Compensation
6 Months Ended
Jun. 30, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Share-Based Compensation
Share-Based Compensation

We currently issue equity awards under the CoreLogic, Inc. 2018 Performance Incentive Plan (the "Plan"), which was approved by our stockholders at our Annual Meeting held in May 2018. The Plan includes the ability to grant restricted stock units ("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. 2011 Performance Incentive Plan, as amended, which was preceded by the CoreLogic, Inc. 2006 Incentive Plan. The Plan provides for up to 15,139,084 shares of the Company's common stock to be available for award grants.

We have primarily utilized RSUs and PBRSUs as our share-based compensation instruments for employees and directors. The fair value of any share-based compensation instrument grant is based on the market value of our shares on the date of grant and is recognized as compensation expense over its vesting period.

Restricted Stock Units

For the six months ended June 30, 2018 and 2017, we awarded 529,725 and 646,774 RSUs, respectively, with an estimated grant-date fair value of $24.8 million and $25.7 million, respectively. The RSU awards will vest ratably over three years. RSU activity for the six months ended June 30, 2018 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, 2017
1,309

 
$
37.54

RSUs granted
530

 
$
46.73

RSUs vested
(617
)
 
$
37.01

RSUs forfeited
(26
)
 
$
40.68

Unvested RSUs outstanding at June 30, 2018
1,196

 
$
41.81



As of June 30, 2018, there was $37.0 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 six months ended June 30, 2018 and 2017, we awarded 327,018 and 288,331 PBRSUs, respectively, with an estimated grant-date fair value of $15.1 million and $11.5 million, respectively. These awards are generally subject to service-based, performance-based and market-based vesting conditions. The service and performance period is from January 2018 to December 2020 and the performance metrics are generally adjusted earnings per share. The grants included 152,626 PBRSUs that did not include a market-based condition but had operating revenue as the sole performance metric through the service period ending December 2020.

The performance and service period for the PBRSUs awarded during the six months ended June 30, 2017 is from January 2017 to December 2019 and the performance metrics are adjusted earnings per share and market-based conditions.

The fair values of the awards containing market-based vesting conditions were estimated using Monte-Carlo simulation with the following weighted-average assumptions:

 
For the Six Months Ended June 30,
 
2018
 
2017
 
 
 
 
Expected dividend yield
%
 
%
Risk-free interest rate (1)
2.38
%
 
1.47
%
Expected volatility (2)
23.63
%
 
27.83
%
Average total stockholder return (2)
6.11
%
 
1.46
%

(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 six months ended June 30, 2018 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, 2017
659

 
$
37.22

PBRSUs granted
327

 
$
46.28

PBRSUs vested
(239
)
 
$
39.91

PBRSUs forfeited
(43
)
 
$
39.10

Unvested PBRSUs outstanding at June 30, 2018
704

 
$
41.11



As of June 30, 2018, there was $17.5 million of total unrecognized compensation cost related to unvested PBRSUs that is expected to be recognized over a weighted-average period of 2.2 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 six months ended June 30, 2018 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, 2017
1,186

 
$
20.67

 
 
 
 
Options exercised
(594
)
 
$
21.28

 
 
 
 
Options vested, exercisable, and outstanding at June 30, 2018
592

 
$
20.07

 
3.5
 
$
18,829


As of June 30, 2018, there was no unrecognized compensation cost related to unvested stock options.

The intrinsic value of options exercised was $13.6 million and $2.8 million for the six months ended June 30, 2018 and 2017, 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 share-based compensation expense recognized for the three and six months ended June 30, 2018 and 2017.

 
For the Three Months Ended
 
For the Six Months Ended
 
June 30,
 
June 30,
(in thousands)
2018
 
2017
 
2018
 
2017
RSUs
$
7,238

 
$
6,596

 
$
14,633

 
$
16,378

PBRSUs
3,445

 
1,809

 
4,159

 
3,477

Stock options

 

 

 
144

Employee stock purchase plan
439

 
367

 
1,007

 
940

 
$
11,122

 
$
8,772

 
$
19,799

 
$
20,939


The above includes $1.2 million and $1.8 million of share-based compensation expense within cost of services in the accompanying condensed consolidated statements of operations for the three months ended June 30, 2018 and 2017, respectively, and $3.4 million and $3.1 million for the six months ended June 30, 2018 and 2017, respectively.