11-K 1 form11-k2019.htm 11-K Document
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 11-K

ANNUAL REPORT
 
Pursuant to Section 15(d) of the
Securities and Exchange Act of 1934

  
x          ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2019

OR

o           TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to

Commission file number 001-13585

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A. Full title of the Plan and the address of the Plan, if different from that of the issuer named below:
 
CoreLogic, Inc.
401(k) Savings Plan
 
B. Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office:
 
CoreLogic, Inc.
40 Pacifica
Irvine, California 92618


CoreLogic, Inc.
401(k) Savings Plan
Table of Contents
At December 31, 2019 and 2018



 
Page
 
 
* All other schedules required by the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.
 




Report of Independent Registered Public Accounting Firm


To the Retirement Plan Committee of
CoreLogic Inc. 401(k) Savings Plan

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of the CoreLogic, Inc. 401(k) Savings Plan (the “Plan”) as of December 31, 2019 and 2018, the related statements of changes in net assets available for benefits for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2019 and 2018, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Opinion on the Supplemental Information

The supplemental information included in Schedule H, line 4(i) - Schedule of Assets (Held at End of Year) as of December 31, 2019, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with DOL’s Rules and Regulations for Reporting and Disclosure under ERISA. In our opinion, the supplemental information in the accompanying schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.

 
/s/ Moss Adams LLP
 
Irvine, California
June 19, 2020

We have served as the Plan's auditor since 2012.

1

CoreLogic, Inc.
401(k) Savings Plan
Statements of Net Assets Available for Benefits
At December 31, 2019 and 2018



 
2019
 
2018
Assets
 
 
 
Participant directed investments, at fair value
$
571,042,699

 
$
486,851,728

 
 
 
 
Receivables:
 
 
 
Notes receivable from participants
7,859,858

 
8,248,483

Company contribution
9,118,945

 
9,940,050

Total receivables
16,978,803

 
18,188,533

Net assets available for benefits
$
588,021,502

 
$
505,040,261


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


2

CoreLogic, Inc.
401(k) Savings Plan
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2019 and 2018



 
2019
 
2018
Additions
 
 
 
Net appreciation/(depreciation) in fair value of investments
$
91,405,416

 
$
(70,619,165
)
Interest and dividend income
22,568,089

 
32,940,557

  Net investment income
113,973,505

 
(37,678,608
)
Interest income on notes receivable from participants
451,629

 
395,690

Other income
327,467

 
314,795

Contributions:
 
 
 
Participants
30,191,825

 
31,368,163

Rollover
5,379,699

 
9,598,208

Company
10,406,845

 
11,062,575

  Total contributions
45,978,369

 
52,028,946

     Total additions
160,730,970

 
15,060,823

Deductions
 
 
 
Benefits paid to participants
(77,575,453
)
 
(52,142,186
)
Administrative expenses
(174,276
)
 
(146,201
)
  Total deductions
(77,749,729
)
 
(52,288,387
)
Increase/(decrease) in net assets before transfers
82,981,241

 
(37,227,564
)
Net transfer in

 
1,176,454

Net increase/(decrease)
82,981,241

 
(36,051,110
)
Net Assets Available for Benefits
 
 
 
Beginning of year
505,040,261

 
541,091,371

End of year
$
588,021,502

 
$
505,040,261


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


3

CoreLogic, Inc.
401(k) Savings Plan
Notes to Financial Statements
December 31, 2019 and 2018


1. Description of the Plan
 
The following description of the CoreLogic, Inc. (the "Company") 401(k) Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions.
 
General

The Plan is a defined contribution profit sharing plan covering employees of adopting employers and subsidiaries greater than 50% owned by the Company. An employee is eligible to participate in the Plan on the date of hire and if the employee is at least 18 years of age. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").

The Plan trustee and record keeper are Fidelity Management Trust Company and Fidelity Investments Institutional Operations Company, respectively.

Transfers

As a result of Company acquisitions, for the prior year ended December 31, 2018, net assets of $1,176,454 were transferred into the Plan.

Contributions

Participants may contribute, on a combined pre-tax and/or after-tax Roth basis, from 1% to 80% of eligible compensation. Participants who are age 50 or older can make additional catch up contributions. Contributions are subject to Internal Revenue Service ("IRS") limitations.

Discretionary matching amounts may be contributed by the Company at the discretion of the Company's Board of Directors. For the years ended December 31, 2019 and 2018, the Company matched 50% of the first 6% of each eligible participant's compensation to the Plan. In addition to the match, for certain qualifying employees, for the years ended December 31, 2019 and 2018, the Company made certain one-time discretionary contributions. Company contributions for the years ended December 31, 2019 and 2018 were $10,406,845 and $11,062,575, respectively, which were mainly funded during the corresponding second quarter and invested based on each eligible participant's investment elections under the Plan. The Plan is subject to certain non-discrimination rules under ERISA and IRS guidelines. For the years ended December 31, 2019 and 2018, the Plan passed all non-discrimination tests.

Participants may also rollover distributions from other qualified 401(k) plans or Individual Retirement Accounts ("IRA").

Participant Accounts

Participant account activity may include a participant's own contributions and any Company contributions, investment earnings or losses. Allocations of Company contributions are based on participant compensation and participant contributions to the Plan. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.

Vesting

Participants are immediately vested in their contributions and the Company's contributions, plus actual earnings thereon.

Investment Options

The Plan currently offers various mutual funds, which includes asset allocation strategy mutual funds, a money market fund, and a Company stock fund as investment options for participants. A participant may direct contributions in 1% increments to any of the available investment options, one of which is the option to invest in shares of the Company. Investment options may be changed at any time.


4

CoreLogic, Inc.
401(k) Savings Plan
Notes to Financial Statements
December 31, 2019 and 2018


Payment of Benefits

The Plan allows for participant withdrawals in lump sum amounts upon retirement, death, disability, termination, or attainment of the eligible age as defined by the Plan. Participants may also withdraw from their account balances, as defined by the Plan, in the event of financial hardship, which is determined pursuant to the provisions of the Internal Revenue Code ("IRC"), and from any amounts rolled over from a 401(k) plan or IRA.

Notes Receivable from Participants

Participants may borrow a portion of their account balance pursuant to rules and procedures established by the Plan's administrative committee. The amount borrowed may not exceed the lesser of 50% of the value of the participant's account balance or $50,000. Participants may have only one note outstanding at a time. Notes that are rolled into the Plan in connection with an acquisition by the Company will not be included in determining whether a participant has more than one outstanding note.

Note terms are determined based on the provisions established by the Plan's administrative committee. Notes are collateralized by the balance in the participant's account and bear a rate of interest that is correlated with the federal prime rate at the time the note is made, as determined by the Plan's administrative committee. Notes are fully amortized and paid back through principal and interest via payroll deduction or other method as determined by the Plan's administrative committee if payroll deduction is not available to the participant. A participant may fully repay a note at any time without penalty; however, partial prepayments are not permitted. As of December 31, 2019, the rates of interest on outstanding notes ranged from 3.25% to 9.25% with various maturities through November 2029.

Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions of ERISA.

2. Summary of Significant Accounting Policies

Basis of Accounting

The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Investment Valuation and Income Recognition

Plan investments are reported at fair value, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Investments in common stock are stated at quoted market prices. See Note 3 - Fair Value Measurements, for discussion of fair value measurements.
Shares of mutual funds and money market funds are valued at the net asset value of the shares held by the Plan at year-end. Investments in security transactions are accounted for on the date securities are purchased or sold. Dividend income is recorded in the participant accounts on the ex-dividend date. Interest income is recognized on an accrual basis as earned. The Plan presents in the statements of changes in net assets available for benefits the net depreciation/appreciation in the fair value of its investments which consists of the realized losses/gains and the unrealized depreciation/appreciation on those investments.

Notes Receivable from Participants

Notes from participants are measured at unpaid principal balance plus any accrued but unpaid interest. Interest income is recognized on an accrual basis as earned.

5

CoreLogic, Inc.
401(k) Savings Plan
Notes to Financial Statements
December 31, 2019 and 2018


Expenses

Certain administrative expenses related to operating and maintaining the Plan are paid by the Company. Certain investment and transaction fees are paid by participants in the Plan.

Payment of Benefits

Benefits are recorded when paid.

Use of Estimates

The preparation of financial statements requires the Plan's management to make estimates and assumptions that affect the reported amounts of assets and liabilities. In addition, estimates and assumptions are utilized in determining disclosure of contingent assets and liabilities at the date of the financial statements; as well as the reported amounts in the statement of changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates.

Risks and Uncertainties

Investment securities are exposed to various risks such as interest rate, market and credit risk. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in circumstances in the near term would materially affect participants' account balances and the amounts reported in the statements of net assets available for benefits and the statements of changes in net assets available for benefits.

Subsequent Events

In January 2020, the World Health Organization ("WHO") announced a global health emergency due to COVID-19 and subsequently, in March 2020, the WHO classified the emergency as a pandemic (the "Pandemic"). The Pandemic has triggered volatility in financial markets and an overall negative impact on the global economy. As of the date of this report, the Plan has not incurred a significant decline in fair value since December 31, 2019, however because the values of the Plan's individual investments have and will fluctuate in response to changing market conditions, the amount of losses that could be recognized in subsequent periods, if any, cannot be determined. The full impact of the Pandemic continues to evolve as of the date of this report.

In response to the Pandemic, the CARES Act was signed into law in March 2020. The CARES Act includes mandatory provisions such as the delay of loan repayments of up to one year for participants who elect to do so and the waiving of minimum required distributions for 2020. It also includes optional provisions which the Plan has elected to apply including allowing participants to take loans of up to $100,000 or 100% of their vested account balance from April through September 2020 and allowing participants to take a CARES Act distribution of up to $100,000 if they have experienced adverse financial impacts due to the Pandemic.

In addition, effective January 1, 2020, the Plan was amended to change the funding of employer contributions from annual to bi-weekly. In conjunction with this amendment, the following terms were amended (i) elimination of service requirements for eligibility purposes of employer matching contributions; (ii) one-year of vesting service requirement for employer matching contributions for participants credited with at least one hour of service on or after January 1, 2020; and (iii) full vesting for employer matching contributions for participants who are credited with at least one hour of service prior to January 1, 2020.

3. Fair Value Measurements

When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Plan considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.




6

CoreLogic, Inc.
401(k) Savings Plan
Notes to Financial Statements
December 31, 2019 and 2018


A fair value hierarchy requires the Plan to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring 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.

The methods described below may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The fair values of the mutual fund investments are valued at the net asset value of shares held by the Plan at year end. The Plan's valuation methodology used to measure the fair values of common stock and mutual funds were derived from quoted market prices, as all of these instruments are traded in active markets.

Investments Measured at Fair Value

The following tables present the financial assets the Plan measures at fair value on a recurring basis, based on such fair value hierarchy:
 
Fair Value Measurements Using Input Type
 
Total Fair Value As Of
 
Level 1
 
Level 2
 
Level 3
 
December 31, 2019
Mutual funds
$
546,186,610

 
$

 
$

 
$
546,186,610

Common Stock
24,856,089

 

 

 
24,856,089

Total investments measured at fair value
$
571,042,699

 
$

 
$

 
$
571,042,699


 
Fair Value Measurements Using Input Type
 
Total Fair Value As Of
 
Level 1
 
Level 2
 
Level 3
 
December 31, 2018
Mutual funds
$
465,896,902

 
$

 
$

 
$
465,896,902

Common stock
20,954,826

 

 

 
20,954,826

Total investments measured at fair value
$
486,851,728

 
$

 
$

 
$
486,851,728


4. Related Party and Party-in-interest Transactions
 
The Company, which qualifies as a party-in-interest, absorbs certain administrative expenses of the Plan. Such transactions qualify for a statutory exemption. Total administrative expenses paid by the Company were $39,038 and $54,347 for the years ended December 31, 2019 and 2018, respectively. Plan expenses, including expenses of the Plan's administrative committee and the Plan's trustee, to the extent not paid by the Plan, are paid by the Company.

The Plan held 568,617 shares of common stock of CoreLogic, Inc. with an aggregate fair value of $24,856,089 at December 31, 2019. The Plan made purchases of $49,735 and sales of $498,224 of shares of common stock of CoreLogic during 2019. The Plan held 626,972 shares of common stock of CoreLogic, Inc. with an aggregate fair value of $20,954,826 at December 31, 2018. The Plan made purchases of $376,147 and sales of $1,079,322 of shares of common stock of CoreLogic during 2018.

Certain Plan investments are shares of mutual funds managed by Fidelity Management and Research ("FMR") Company. Fidelity Management Trust Company and Fidelity Investments Institutional Operations Company, Inc. are related entities to FMR, are the trustee and record keeper, respectively, as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. The fair value of such investments totaled $72,846,106 and $64,869,270 at December 31, 2019 and 2018, respectively.

7

CoreLogic, Inc.
401(k) Savings Plan
Notes to Financial Statements
December 31, 2019 and 2018


5. Federal Income Tax Status

In August 2019, the Company adopted a volume submitter plan document sponsored by Fidelity Management Trust Company. Fidelity Management Trust Company has received an advisory letter from the IRS dated March 31, 2014, stating that the form of the underlying volume submitter document is qualified in accordance with applicable sections of the IRC. The Plan is required to operate in conformity with the plan document to maintain its qualified status. The plan administrator believes the Plan is being operated in compliance with the applicable requirements and, therefore, believes the Plan is qualified.

Prior to August 2019, the Plan received a determination letter dated January 30, 2014, from the IRS that the Plan was designed in accordance with applicable sections of the IRC. Although the Plan was amended since receiving the determination letter, the plan administrator believes that the Plan was designed and operated in compliance with the applicable requirements of the IRC.

Tax positions taken by the Plan have been analyzed and it has been concluded that, as of December 31, 2019, there are no uncertain positions taken that would require recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

6. Risks and Uncertainties

The Plan provides for investment options in various funds that invest in equity and debt securities. Such investments are exposed to risks and uncertainties, such as interest rate risk, credit risk, economic changes, political unrest, regulatory changes and foreign currency risk. The Plan's exposure to a concentration of credit risk is dependent upon the investments selected by the participants. These risks and uncertainties could impact participants' account balances and the amounts reported in the financial statements. Net assets available for benefits held in CoreLogic common stock were $24,856,089 and $20,954,826 as of December 31, 2019 and 2018, respectively. These investments comprised approximately 4.4% and 4.3%, respectively, of the Plan's net assets. The underlying value of the Company's stock is impacted by the performance of the Company, the market's evaluation of such performance, and other factors.

7. Plan Amendments

During 2019, the Plan waived employment and service hour requirements for purposes of the 2019 plan year employer matching contribution eligibility for a certain acquired entity in addition to adding certain divested entities as participating employers. The Plan also made a fixed non-elective contribution for certain eligible employees.

During 2018, the Plan received a spin-off of assets from the ADP Plan of account balances of former employees of Myriad Development, Inc., made a fixed non-elective contribution to each participant eligible to receive such contribution, expanded the eligibility hardship distribution to include participants affected by Hurricane Maria in addition to wildfires in California, and eliminated hardship withdrawal rules which includes allowing hardship withdrawals without first obtaining a loan and removing the six month suspension of employee deferrals upon taking a hardship withdrawal.

8

CoreLogic, Inc.
401(k) Savings Plan
EIN: 95-1068610 PN: 001
Schedule H, Line 4i: Schedule of Assets (Held at End of Year)
December 31, 2019


(a)
 
(b)
 
(c)
 
(d)
 
(e)
 
 
Identity of Issuer, Borrower, Lessor or Similar Party
 
Description of Investment, Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value
 
Cost**
 
Current Value
 
 
 
 
 
 
 
 
 
 
 
T. Rowe Price
 
TRP Equity Index 500
 
N/A
 
$
49,165,960

 
 
MFS
 
MFS Emerging Growth Fund Class R4
 
N/A
 
48,229,901

 
 
T. Rowe Price
 
TRP Retirement 2030
 
N/A
 
46,505,357

 
 
T. Rowe Price
 
TRP Retirement 2035
 
N/A
 
37,420,067

 
 
T. Rowe Price
 
TRP Retirement 2040
 
N/A
 
33,570,380

 
 
T. Rowe Price
 
TRP Retirement 2025
 
N/A
 
32,808,765

*
 
Fidelity Group
 
Fidelity Balanced Fund
 
N/A
 
32,441,689

 
 
Janus Triton
 
Janus Triton I
 
N/A
 
31,528,442

 
 
Vanguard
 
Vanguard Treasury Money Market Fund
 
N/A
 
29,963,409

 
 
JP Morgan
 
JPM US Small Co Inst
 
N/A
 
29,713,611

 
 
JP Morgan
 
JPM US Research Enhanced Equity L
 
N/A
 
25,590,355

*
 
CoreLogic, Inc.
 
568,617 of shares of common stock
 
N/A
 
24,856,089

 
 
T. Rowe Price
 
TRP Retirement 2045
 
N/A
 
24,815,750

*
 
Fidelity Group
 
Fidelity Low Priced Stock Fund
 
N/A
 
22,313,647

 
 
The Hartford
 
HTFD International Opportunities Y
 
N/A
 
20,526,305

*
 
Fidelity Group
 
Fidelity U.S. Bond Index Fund
 
N/A
 
18,090,770

 
 
T. Rowe Price
 
TRP Retirement 2020
 
N/A
 
16,996,643

 
 
T. Rowe Price
 
TRP Retirement 2050
 
N/A
 
12,580,880

 
 
iShares
 
IS MSCI EAFE Intl Index Fund A
 
N/A
 
6,251,787

 
 
Baird
 
BAIRD Short-Term Bond Inst
 
N/A
 
5,054,132

 
 
T. Rowe Price
 
TRP Retirement 2055
 
N/A
 
4,830,144

 
 
JP Morgan
 
JPM Equity Income R5
 
N/A
 
4,598,295

 
 
T. Rowe Price
 
TRP Retirement 2015
 
N/A
 
3,548,918

 
 
Wells Fargo
 
WF Core Bond Inst
 
N/A
 
3,283,116

 
 
PGIM
 
PGIM QMA Small Cap Value Fund Z
 
N/A
 
2,494,599

 
 
T. Rowe Price
 
TRP Retirement 2060
 
N/A
 
1,529,718

 
 
T. Rowe Price
 
TRP Retirement 2010
 
N/A
 
1,398,443

 
 
T. Rowe Price
 
TRP Retirement 2005
 
N/A
 
935,527

 
 
 
 
 
 
Subtotal
 
571,042,699

*
 
Participant loans
 
Fully amortized with various maturities through November 2029 and interest rates ranging from 3.25% to 9.25%
 
N/A
 
7,859,858

 
 
 
 
 
 
 
 
$
578,902,557

 
 
 
 
 
 
 
 
 
*
 
Denotes party-in-interest
 
 
 
 
**
 
Cost information may be omitted with respect to participant directed investments
 
 


9


SIGNATURE
 
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan's administrative committee administering the Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
CoreLogic, Inc.
 
 
401(k) Savings Plan
 
 
 
Date:
June 19, 2020
By:
 
/s/ James L. Balas
 
 
 
 
James L. Balas
 
 
 
 
Chief Financial Officer
(Principal Financial Officer)
 
 
 
 
CoreLogic, Inc.


10