Form 11-K 2011
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, 2011
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
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.
4 First American Way
Santa Ana, California 92707
CoreLogic, Inc.
401(k) Savings Plan
Index
At December 31, 2011 and 2010
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* 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 Certified Public Accounting Firm
To the Participants and Administrator of
CoreLogic, Inc. 401(k) Savings Plan
We have audited the accompanying statements of net assets available for benefits of Corelogic, Inc. 401(k) Savings Plan as of December 31, 2011, and the related statement of changes in net assets available for benefits for the year ended December 31, 2011. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2011, and the changes in its net assets available for benefits for the year ended December 31, 2011 in conformity with accounting principles generally accepted in the United States of America.
Our audit was conducted for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year) as of December 31, 2011, is presented for the purpose of additional analysis and is not a required part of the financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. Such information is the responsibility of the Plan's management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
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/s/ Moss Adams LLP |
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Los Angeles, California |
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June 27, 2012 |
Report of Independent Registered Certified Public Accounting Firm
To the Participants and Administrator of
CoreLogic, Inc. 401(k) Savings Plan
In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of CoreLogic, Inc. 401(k) Savings Plan (the “Plan”) at December 31, 2010, and the changes in net assets available for benefits for the year then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
As described in Note 1 to the financial statements, there was a transfer of participant account balances into the Plan during the year ended December 31, 2010 caused by a spin-off transaction of CoreLogic, Inc.
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/s/ PricewaterhouseCoopers LLP |
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Orange County, California |
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June 27, 2011 |
CoreLogic, Inc.
401(k) Savings Plan
Statements of Net Assets Available for Benefits
At December 31, 2011 and 2010
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| 2011 | | 2010 |
Assets | | | |
Investments, at fair value | $ | 303,076,453 |
| | $ | 331,506,058 |
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| | | |
Receivables: | | | |
Participants notes | 9,677,739 |
| | 9,382,197 |
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Dividends | 141,089 |
| | 150,127 |
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Total receivables | 9,818,828 |
| | 9,532,324 |
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Total assets | 312,895,281 |
| | 341,038,382 |
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Liabilities | | | |
Corrective distributions payable | 597,271 |
| | 675,806 |
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Total liabilities | 597,271 |
| | 675,806 |
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Net assets available for benefits | $ | 312,298,010 |
| | $ | 340,362,576 |
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The accompanying notes are an integral part of these financial statements.
CoreLogic, Inc.
401(k) Savings Plan
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2011 and 2010
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| 2011 | | 2010 |
Additions | | | |
Net appreciation/(depreciation) in fair value of investments | $ | (20,583,597 | ) | | $ | 31,584,923 |
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Interest and dividend income | 5,512,777 |
| | 4,323,699 |
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Net investment income/(loss) | (15,070,820 | ) | | 35,908,622 |
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Interest income on notes receivable from participants | 447,743 |
| | 422,907 |
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Contributions: | | | |
Participants | 26,752,686 |
| | 24,979,421 |
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Rollover | 3,754,040 |
| | 1,317,604 |
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Total contributions | 30,506,726 |
| | 26,297,025 |
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Total additions | 15,883,649 |
| | 62,628,554 |
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Deductions | | | |
Benefits paid to participants | (43,126,836 | ) | | (28,068,518 | ) |
Corrective distributions | (597,271 | ) | | (675,806 | ) |
Administrative expenses | (224,108 | ) | | (150,608 | ) |
Total deductions | (43,948,215 | ) | | (28,894,932 | ) |
Increase/(decrease) in net assets before transfer | (28,064,566 | ) | | 33,733,622 |
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Transfer of net assets from FAFC (Note 1) | — |
| | 231,755,887 |
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Net increase/(decrease) | (28,064,566 | ) | | 265,489,509 |
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Net Assets Available for Benefits | | | |
Beginning of year | 340,362,576 |
| | 74,873,067 |
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End of year | $ | 312,298,010 |
| | $ | 340,362,576 |
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The accompanying notes are an integral part of these financial statements.
CoreLogic, Inc.
401(k) Savings Plan
Notes to Financial Statements
December 31, 2011 and 2010
1. Description of the Plan
The following description of the CoreLogic, Inc. (the "Company", also see transfers) 401(k) Savings Plan (the "Plan") (known as the First Advantage Corporation 401(k) Savings Plan until February 23, 2010 and the First American Information Solutions Company 401(k) Saving Plan until June 1, 2010 ) 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 if the employee is at least 18 years of age (prior to February 23, 2010, the eligibility age was 21). Effective January 1, 2011, employees are eligible to participate in the Plan on their date of hire. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). 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. Participants may change their investment options at any time.
The Plan's trustee and record keeper are Fidelity Management Trust Company and Fidelity Investments Institutional Operations Company, respectively.
Contributions
Participants classified as non-highly compensated may contribute from 1% to 60% of pretax annual compensation. Participants classified as highly compensated may contribute from 1% to 15% of pretax annual compensation. 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. The Company did not make matching contributions for the years ended December 31, 2011 and 2010. Participants may also roll over distributions from other qualified 401(k) plans or Rollover ("Conduit") Individual Retirement Accounts.
The Plan, as required by the Internal Revenue Code (the "Code"), performs an annual test to ensure that highly compensated participants, as defined by the Code, are not disproportionately favored under the Plan versus non-highly compensated participants. For the Plan years ended December 31, 2011 and 2010 the Plan did not satisfy the non-discrimination tests and took corrective action by returning excess contribution and related investment earnings (losses).
Participant Accounts
Participant account activity may include a participant's own contributions, any Company contributions, investment earnings or losses, and a quarterly account maintenance fee. 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, including asset allocation strategy mutual funds, and the common stock of various companies including the Plan Sponsor as investment options for participants. A participant may direct contributions in 1% increments to any of the available investment options. Participants may change their investment options at any time.
Payment of Benefits
The Plan allows for participant withdrawals in lump sum 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
CoreLogic, Inc.
401(k) Savings Plan
Notes to Financial Statements
December 31, 2011 and 2010
event of financial hardship, which is determined pursuant to the provisions of the Code, and from any amounts rolled over from a 401(k) plan or Individual Retirement Account.
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.
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 reasonable 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.
Transfers
On June 1, 2010, we completed a separation under which we spun off our financial services businesses into a new, publicly-traded, New York Stock Exchange-listed company called First American Financial Corporation (“FAFC”). Concurrently with this separation, The First American Corporation changed its name by merging into its subsidiary, CoreLogic, Inc., ("CoreLogic" or the "Company") and changed its trading symbol to CLGX.
In conjunction with this separation, all employees of the Company who participated in the First American Financial Corporation 401(k) Savings Plan and their related assets were transferred into the Plan on February 23, 2010. A total of $231,755,887 in net assets were transferred into the Plan on February 23, 2010 from the First American Plan, which included $217,862,512 of investments, $7,948,010 of employer contribution receivable, $6,410,801 of notes receivable from participants and $465,436 of corrective distributions payable.
Subsequent Events
Subsequent events are events or transactions that occur after the statement of net assets available for benefits date but before the financial statements are issued. The Plan recognizes in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the statement of net assets available for benefits, including the estimates inherent in the process of preparing the financial statements. The Plan's financial statements do not recognize subsequent events that provide evidence about conditions that did not exist at the date of the statement of net assets available for benefits but arose after the statement of net assets available for benefits date and before the financial statements are issued.
The Plan has evaluated subsequent events through June 27, 2012, which is the date the financial statements were issued.
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 ("GAAP").
Investment Valuation and Income Recognition
Plan investments are reported at fair value. Fair value 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.
The Fidelity U.S. Equity Index Pool is recorded at net asset value, which approximates market value as determined by the respective trustee. Shares of mutual funds and money market funds are valued at the net asset value of the shares held by the Plan at year-
CoreLogic, Inc.
401(k) Savings Plan
Notes to Financial Statements
December 31, 2011 and 2010
end. Investments in security transactions are accounted for on the date securities are purchased or sold (trade date). 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 appreciation/(depreciation) in the fair value of its investments which consists of the realized gains/(losses) and the unrealized appreciation/(depreciation) 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.
Payment of Benefits
Benefits are recorded when paid.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires the Plan's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and 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
The Plan provides for various investment options in any combination of stocks, mutual funds and other investment securities. 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.
New Accounting Pronouncements
In May 2011, the Financial Accounting Standards Board ("FASB") issued updated guidance to improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with GAAP and International Financial Reporting Standards. The updates are of two types: (i) those that clarify the FASB's intent about the application of existing fair value measurement and disclosure requirements and (ii) those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The update is effective for annual periods beginning after December 15, 2011. The adoption of this updated guidance did not have a material impact on the Plan's financial statements.
3. Fair Value Measurements
Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. 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.
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 markets other than active markets. The fair values of the common stock investments are valued based on closing quoted market prices in active markets. The fair values of the mutual fund investments and commingled pool investment are valued at the net asset value of shares held by the Plan at year end. The commingled pool
CoreLogic, Inc.
401(k) Savings Plan
Notes to Financial Statements
December 31, 2011 and 2010
investment is redeemable daily and has no other trading restrictions.
The preceding methods described 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.
Investments Measured at Fair value on a Recurring Basis
The following tables present the financial assets the Plan measures at fair value on a recurring basis, based on such fair value hierarchy:
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| Fair Value Measurements Using Input Type | | Total Fair Value As of |
| Level 1 | | Level 2 | | Level 3 | | December 31, 2011 |
Mutual funds | | | | | | | |
Balanced | $ | 24,105,873 |
| | $ | — |
| | $ | — |
| | $ | 24,105,873 |
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Target date | 38,583,878 |
| | — |
| | — |
| | 38,583,878 |
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Money market | 32,376,795 |
| | — |
| | — |
| | 32,376,795 |
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International | 27,981,656 |
| | — |
| | — |
| | 27,981,656 |
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Large cap | 37,920,289 |
| | — |
| | — |
| | 37,920,289 |
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Mid and small cap | 61,643,435 |
| | — |
| | — |
| | 61,643,435 |
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Bond index | 31,956,629 |
| | — |
| | — |
| | 31,956,629 |
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Commingled pool | — |
| | 17,322,661 |
| | — |
| | 17,322,661 |
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Common stock |
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Corelogic, Inc. | 15,968,534 |
| | — |
| | — |
| | 15,968,534 |
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First American Financial Corporation | 13,063,822 |
| | — |
| | — |
| | 13,063,822 |
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Wells Fargo | 2,152,881 |
| | — |
| | — |
| | 2,152,881 |
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Total investments measured at fair value | $ | 285,753,792 |
| | $ | 17,322,661 |
| | $ | — |
| | $ | 303,076,453 |
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CoreLogic, Inc.
401(k) Savings Plan
Notes to Financial Statements
December 31, 2011 and 2010
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| Fair Value Measurements Using Input Type | | Total Fair Value As of |
| Level 1 | | Level 2 | | Level 3 | | December 31, 2010 |
Mutual funds | | | | | | | |
Balanced | $ | 25,402,500 |
| | $ | — |
| | $ | — |
| | $ | 25,402,500 |
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Target date | 36,637,497 |
| | — |
| | — |
| | 36,637,497 |
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Money market | 30,193,231 |
| | — |
| | — |
| | 30,193,231 |
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International | 34,442,504 |
| | — |
| | — |
| | 34,442,504 |
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Large cap | 43,217,224 |
| | — |
| | — |
| | 43,217,224 |
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Mid and small cap | 67,589,466 |
| | — |
| | — |
| | 67,589,466 |
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Bond index | 31,489,713 |
| | — |
| | — |
| | 31,489,713 |
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Commingled pool | — |
| | 17,538,632 |
| | — |
| | 17,538,632 |
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Common stock | | | | | | | |
Corelogic, Inc. | 23,842,670 |
| | — |
| | — |
| | 23,842,670 |
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First American Financial Corporation | 18,159,434 |
| | — |
| | — |
| | 18,159,434 |
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Wells Fargo | 2,993,187 |
| | — |
| | — |
| | 2,993,187 |
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Total investments measured at fair value | $ | 313,967,426 |
| | $ | 17,538,632 |
| | $ | — |
| | $ | 331,506,058 |
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The Plan's valuation methodology used to measure the fair values of money market funds, common stock and mutual funds were derived from quoted market prices, as all of these instruments have active markets. The Fidelity Equity Index Pool Fund investments are public investment vehicles valued using the net asset value ("NAV") provided by the administrator of the fund. The NAV is classified within Level 2 of the valuation hierarchy because the NAV's unit price is quoted on a private market that is not active; however, the unit price is based on underlying investments which are traded on an active market.
4. Investments
The following investments represent 5% or more of the Plan's net assets available for benefits at December 31, 2011 and 2010:
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| | 2011 | | 2010 |
| Mutual Funds | |
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| Lord Abbett Small Cap Value Fund Class I | | $ | 32,671,348 |
| | $ | 37,160,204 |
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* | Fidelity Select Money Market Fund | | 32,376,795 |
| | 30,193,231 |
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| Harbor International Institutional Fund | | 24,111,462 |
| | 29,823,737 |
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* | Fidelity Balanced Fund | | 24,105,873 |
| | 25,402,500 |
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* | Spartan U.S. Bond Index Fund | | 23,022,916 |
| | 22,793,146 |
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| Davis NY Venture Y Fund | | 20,870,049 |
| | 24,447,947 |
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* | Fidelity Low Priced Stock Fund | | 18,142,760 |
| | 19,231,556 |
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| American Fund Growth of America | | 16,655,540 |
| | 18,769,277 |
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| Commingled Pool | | | | |
* | Fidelity US Equity Index Pool Fund | | 17,322,661 |
| | 17,538,632 |
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| Common Stock | |
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* | Corelogic, Inc. | | 15,968,534 |
| | 23,842,670 |
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* | First American Financial Corporation** | | 13,063,822 |
| | 18,159,434 |
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| * Denotes party-in-interest | |
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| ** Fair value was below 5% of the Plan's net assets at December 31, 2011 | |
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CoreLogic, Inc.
401(k) Savings Plan
Notes to Financial Statements
December 31, 2011 and 2010
Approximately 5.3% and 7.2% of the Plan's investments are invested in common stock of the Company at December 31, 2011 and 2010, respectively.
The Plan's investments, including gains and losses on investments bought and sold, as well as held during the year, appreciated/(depreciated) in value during the years ended December 31 as follows:
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| 2011 | | 2010 |
Mutual funds | $ | (11,594,432 | ) | | $ | 28,280,250 |
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Corelogic, Inc. common stock | (6,676,878 | ) | | (309,724 | ) |
First American Financial Corporation common stock | (2,367,094 | ) | | 1,043,291 |
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Wells Fargo common stock | (310,965 | ) | | 357,211 |
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The First American Corporation common stock | — |
| | (250,184 | ) |
Commingled pool | 365,772 |
| | 2,464,079 |
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| $ | (20,583,597 | ) | | $ | 31,584,923 |
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Investment Options
Participant contributions and investment earnings are directed by the Plan participants to the following investment options with the exception of funds “frozen” due to a fund closing:
Money Market Fund
Money market funds invest in U.S. dollar denominated securities, such as bills, notes, bonds and repurchase agreements. More than 25% of the total assets of the fund may be invested in the financial services industry.
Balanced Fund
Balanced funds invest a majority (generally not less than 60%) of their assets in equity securities and the remainder in bonds and other debt securities, including lower-quality debt securities. Balanced funds may invest in securities of domestic and foreign issuers. The objective of a balanced fund is to seek income and long-term growth of capital.
Target Date Funds
Target date funds allow investors to select the fund that best matches their expected retirement year. They invest in a diversified portfolio of other mutual funds to provide moderate asset allocation. The allocation strategy is based on the number of years until the respective target date and gradually becomes more conservative as it approaches the target date. The objective is to provide high total returns until the retirement date, and thereafter, the goal is to seek high current income with a secondary goal of capital appreciation.
Bond Index
Bond index is comprised of bond index funds and short term bond funds.
Bond Index Fund
Bond funds invest in securities, such as bills, notes, bonds and other direct obligations issued by corporations and the United States Treasury. The bond index fund normally will invest at least 80% of its total assets in bonds included in the Barclays Capital U.S. Aggregate Index. The objective of a bond fund is to provide a higher level of current income than money market funds with minimal fluctuations in principal. The additional objective of the bond index fund is to seek results that correspond to the total return of the bonds in the Barclays Capital U.S. Aggregate Index while maintaining similar risk characteristics.
CoreLogic, Inc.
401(k) Savings Plan
Notes to Financial Statements
December 31, 2011 and 2010
Short Term Bond Fund
Short term bond funds invest in all types of bonds, including U.S. Government, corporate, mortgage and foreign. In the Plan, the short term bond fund invests mainly in short and intermediate-maturity bonds. The objective of a short term bond fund is to provide maximum total return, consistent with preservation of capital and prudent investment management.
Large Cap Fund
Large cap fund is comprised of a large cap equity index fund, a large cap growth stock fund and a large cap value stock fund.
Large Cap Equity Index Fund
Equity index funds invest primarily in the common stocks that make up a widely recognized unmanaged index of common stocks. In the Plan, the equity index fund invests mainly in the common stocks of the 500 companies that make up the Standard & Poors 500 Index. The fund seeks to approximate the composition and total return of the Standard & Poors 500 Index.
Large Cap Growth Stock Fund
Large cap growth stock funds invest primarily in common stocks of companies with large market capitalizations that the investment manager believes have more growth potential than other companies with similar market capitalizations. The objective is to seek long-term growth of capital.
Large Cap Value Stock Fund
Large cap value stock funds invest primarily in common stocks of companies with large market capitalizations that the investment manager believes are undervalued relative to the common stocks of other companies with similar market capitalizations. The objective is to seek long-term growth of capital.
Mid and Small Cap Funds
Mid and small cap funds are comprised of a mid cap equity fund, a small cap growth stock fund and a small cap value stock fund.
Mid Cap Equity Fund
Mid cap equity funds invest primarily in common stocks of companies with mid and small capitalizations that the investment manager believes have more growth potential than other companies with similar market capitalization. The objective is to seek maximum long-term growth of capital.
Small Cap Growth Stock Fund
Small cap growth stock funds invest primarily in common stocks of companies with small capitalizations and to some degree in companies with mid-size capitalizations that the investment manager believes have more growth potential than other companies with similar market capitalization. While they have potential for significant growth, small capitalization companies tend to have greater risk than large capitalization companies. The objective is to seek long-term growth of capital.
Small Cap Value Stock Fund
Small cap value stock funds invest primarily in common stocks of companies with small market capitalizations and to some degree in companies with mid-size capitalizations that the investment manager believes are undervalued relative to the common stocks of other companies with similar market capitalizations, thereby providing the potential for significant capital appreciation. Small capitalization companies tend to have greater risk than large capitalization companies. The objective is to seek long-term growth of capital.
CoreLogic, Inc.
401(k) Savings Plan
Notes to Financial Statements
December 31, 2011 and 2010
International Fund
International fund is comprised of an international index fund and an international fund.
International Index Fund
An international index funds builds its portfolio by buying a large proportion of stocks included in a particular international index, therefore, reproducing the performance of an entire section of the market. The objective is to seek to provide investment results that correspond to the total returns of foreign stock markets.
International Fund
International funds invest primarily (normally at least 65% of their assets) in foreign securities. Normally, international stock funds invest primarily in common stocks. International funds carry additional risks, including political and economic uncertainties of foreign companies as well as the risk of currency fluctuations. The objective is to seek long-term growth of capital.
Common Stock Funds
These funds invested in the common shares of CoreLogic and FAFC and such other assets, as the plan trustee considers advisable. Effective June 1, 2010, new contributions may not be invested in common shares of FAFC.
5. Related Party and Party-in-interest Transactions
The Company, which qualifies as a party-in-interest, absorbed certain administrative expenses of the Plan. Such transactions qualify for a statutory exemption. Total expenses paid by the Company were $81,350 and $127,686 for the years ended December 31, 2011 and 2010, 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 1,234,944 shares of common stock of CoreLogic with an aggregate fair value of $15,968,534 at December 31, 2011. The Plan made purchases of $1,382,995 and sales of $1,626,404 of shares of common stock of CoreLogic during 2011. The Plan held 1,287,357 shares of common stock of CoreLogic with an aggregate fair value of $23,842,670 at December 31, 2010. The Plan made purchases of $44,171,369 and sales of $684,484 of shares of common stock of CoreLogic during 2010.
The Plan held 1,031,034 shares of common stock of FAFC stock with an aggregate fair value of $13,063,822 at December 31, 2011. The Plan made sales of $558,387 of shares of common stock of FAFC during 2011. The Plan held 1,215,443 shares of common stock of FAFC stock with an aggregate fair value of $18,159,434 at December 31, 2010. The Plan made sales of $616,187 of shares of common stock of FAFC during 2010.
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., 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 $157,819,777 and $156,415,329 at December 31, 2011 and 2010, respectively.
6. Corrective Distribution Payable
The Plan is subject to certain compliance requirements of non-discrimination rules under ERISA and IRS guidelines. For the years ended December 31, 2011 and 2010, the Plan did not satisfy the non-discrimination tests and took corrective action by returning excess contributions and related investment earnings/(losses) to the affected participants. These amounts have been included in these financial statements.
7. 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
CoreLogic, Inc.
401(k) Savings Plan
Notes to Financial Statements
December 31, 2011 and 2010
provisions of ERISA. In the event of Plan termination, the net assets of the Plan will be distributed to the participants in accordance with the provisions of ERISA.
8. Federal Income Tax Status
The Plan has received a determination letter dated June 13, 2011 from the Internal Revenue Service that the Plan is qualified.
Liabilities are established for uncertain tax positions when it is more likely than not that such positions will be challenged and may not be sustained upon review by taxing authorities. These liabilities are established through the income tax provisions and are recorded as liabilities on the consolidated balance sheets. The tax positions taken by the Plan have been analyzed and it has been concluded that as of December 31, 2011, there are no uncertain positions taken that would require recognition of a liability or disclosure in the financial statements. These liabilities are recalculated as governing laws and facts and circumstances change, such as the closing of a tax audit or the expiration of the statute of limitations for a specific exposure. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2006.
9. Concentrations of Credit Risk
Financial instruments which potentially subject the Plan to concentrations of credit risk consist of the Plan's investments. Net assets available for benefits held in CoreLogic common stock were $15,968,534 and $23,842,670 at December 31, 2011 and 2010, respectively. Net assets available for benefits held in FAFC common stock were $13,063,822 and $18,159,434 at December 31, 2011 and 2010, respectively. These investments potentially subject the Plan to concentrations of credit risk as all investments are exposed to market risk from changes in asset valuations.
10. Plan Amendments
During 2011 the Plan was amended to permit Roth Deferrals, Roth Catch Up Contributions, Roth Rollover, Roth In-Plan Rollovers and to increase the involuntary distribution threshold from $1,000 to $5,000 and auto-rollover provision in excess of $1,000 but less than $5,000.
11. Reconciliation to the Form 5500
As discussed in Note 1 excess contribution reimbursements were made to highly compensated participants in order to maintain with the IRS Code. The respective liability was recorded in the Statement of Net Assets Available for Benefits at December 31, 2011. The reimbursed amounts did not include the earnings of the excess contributions.
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 as of December 31, 2011:
|
| | | | |
Net assets available for benefits per the financial statements | | $ | 312,298,010 |
|
Plus: Corrective distribution to participants for 2011 | | 597,271 |
|
Less: Dividend receivable for 2011 | | (141,089 | ) |
Net assets available for benefits per the 5500 | | $ | 312,754,192 |
|
The following is a reconciliation of changes in net assets available for benefits per the financial statements to the Form 5500 for the year ended December 31, 2011:
|
| | | | |
Increase in net assets available for benefits per the financial statements | | $ | (28,064,566 | ) |
Plus: Corrective distribution to participants for 2011 | | 597,271 |
|
Plus: Dividend Receivable for 2010 | | 150,127 |
|
Less: Corrective distribution to participants for 2010 | | (675,806 | ) |
Less: Dividend receivable for 2011 | | (141,089 | ) |
Increase in net assets available for benefits per the 5500 | | $ | (28,134,063 | ) |
CoreLogic, Inc.
401(k) Savings Plan
Notes to Financial Statements
December 31, 2011 and 2010
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 as of December 31, 2010:
|
| | | | |
Net assets available for benefits per the financial statements | | $ | 340,362,576 |
|
Plus: Corrective distribution to participants for 2010 | | 675,806 |
|
Less: Dividend receivable for 2010 | | (150,127 | ) |
Net assets available for benefits per the 5500 | | $ | 340,888,255 |
|
The following is a reconciliation of changes in net assets available for benefits per the financial statements to the Form 5500 for the year ended December 31, 2010:
|
| | | | |
Increase in net assets available for benefits per the financial statements | | $ | 265,489,509 |
|
Plus: Corrective distribution to participants for 2010 | | 675,806 |
|
Plus: Earnings on excess contribution refunded to participants | | 36,290 |
|
Less: Dividend receivable for 2010 | | (150,127 | ) |
Increase in net assets available for benefits per the 5500 | | $ | 266,051,478 |
|
CoreLogic, Inc.
401(k) Savings Plan
EIN: 61-1437565 PN: 32040
Schedule H, Line 4i: Schedule of Assets (Held at End of Year)
December 31, 2011
|
| | | | | | | | | | |
| | (b) | | (c) | | (d) | | (e) |
(a) | | Identifty of Issue, Borrower, Lessor or Similar Party | | Description of Investment, Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value | | Cost** | | Current Value |
| |
| |
| |
| |
|
| | Lord Abbett | | Small Cap Value Fund Class I | | N/A | | $ | 32,671,348 |
|
* | | Fidelity Group | | Fidelity Select Money Market | | N/A | | 32,376,795 |
|
| | Harbor International | | Harbor International Fund | | N/A | | 24,111,462 |
|
* | | Fidelity Group | | Fidelity Balanced Fund | | N/A | | 24,105,873 |
|
* | | Fidelity Group | | Spartan U.S. Bond Index Fund | | N/A | | 23,022,916 |
|
| | Davis Funds | | NY Venture Y Fund | | N/A | | 20,870,049 |
|
* | | Fidelity Group | | Fidelity Low Priced Stock Fund | | N/A | | 18,142,760 |
|
* | | Fidelity Group | | Fidelity US Equity Index Pool Fund | | N/A | | 17,322,661 |
|
| | American Funds | | The Growth Fund of America Class R5 | | N/A | | 16,655,540 |
|
* | | Corelogic, Inc. | | 1,234,944 of shares of common stock | | N/A | | 15,968,534 |
|
* | | The First American Financial Corporation | | 1,031,034 shares of common stock | | N/A | | 13,063,822 |
|
| | Vanguard | | Explorer Admiral Class Fund | | N/A | | 10,829,327 |
|
| | Pimco | | PIMCO Low Duration Fund | | N/A | | 8,933,713 |
|
* | | Fidelity Group | | Fidelity Freedom 2030 Fund | | N/A | | 6,883,656 |
|
* | | Fidelity Group | | Fidelity Freedom 2025 Fund | | N/A | | 6,326,627 |
|
* | | Fidelity Group | | Fidelity Freedom 2020 Fund | | N/A | | 5,571,607 |
|
* | | Fidelity Group | | Fidelity Freedom 2035 Fund | | N/A | | 5,469,515 |
|
* | | Fidelity Group | | Fidelity Freedom 2040 Fund | | N/A | | 4,288,673 |
|
* | | Fidelity Group | | Spartan International Index Fund | | N/A | | 3,870,194 |
|
* | | Fidelity Group | | Fidelity Freedom 2015 Fund | | N/A | | 2,761,175 |
|
* | | Fidelity Group | | Fidelity Freedom 2045 Fund | | N/A | | 2,223,980 |
|
| | Wells Fargo | | 7,098 shares of common stock | | N/A | | 2,152,881 |
|
* | | Fidelity Group | | Fidelity Freedom Income Fund | | N/A | | 1,559,792 |
|
* | | Fidelity Group | | Fidelity Freedom 2050 Fund | | N/A | | 1,459,870 |
|
* | | Fidelity Group | | Fidelity Freedom 2010 Fund | | N/A | | 1,229,906 |
|
* | | Fidelity Group | | Fidelity Freedom 2000 Fund | | N/A | | 573,433 |
|
* | | Fidelity Group | | Spartan 500 Index Fund | | N/A | | 394,700 |
|
* | | Fidelity Group | | Fidelity Freedom 2005 Fund | | N/A | | 235,644 |
|
| | | | | | Subtotal | | 303,076,453 |
|
* | | Participant loans | | Fully amortized with various maturities through December 2019 and interest rates ranging from 4.25 percent to 9.25 percent | | N/A | | 9,677,739 |
|
| | | | | | | | $ | 312,754,192 |
|
|
| | |
* | | Denotes party-in-interest |
** | | Cost information may be omitted with respect to the participant directed investments. |
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 27, 2012 | By: | | /s/ Jim Balas |
| | | | Jim Balas |
| | | | Senior Vice President, Controller (Principal Accounting Officer) |
| | | | CoreLogic, Inc. |