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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2020~~2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-13585

CORELOGIC, INC.

(Exact name of registrant as specified in its charter)


			Delaware			95-1068610
			(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

40 Pacifica

Irvine

California

92618

(Street Address)

(City)

(State)

(Zip Code)

(949) 214-1000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading symbol(s)	Name of exchange on which registered
Common Stock, $0.00001 par value	CLGX	New York Stock Exchange
Preferred Stock Purchase Rights	CLGX	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant: is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

On ~~October~~May 284, ~~2020~~2021 there were 7773,~~778~~618,~~688~~482 shares of common stock outstanding.

CoreLogic, Inc.

Table of Contents

Part I:	Financial Information	1
Item 1.	Financial Statements (unaudited)
	A. Condensed Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019	1
	A. Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020	1
	B. Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2020 and 2019	2
	B. Condensed Consolidated Statements of Operations for the three months ended March 31, 2021 and 2020	2
	C. Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2020 and 2019	3
	C. Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2021 and 2020	3
	D. Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019	4
	D. Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020	4
	E. Condensed Consolidated Statements of Stockholders' Equity for the three and nine months ended September 30, 2020 and 2019	7
	E. Condensed Consolidated Statements of Stockholders' Equity for the three months ended March 31, 2021 and 2020	6
	F. Notes to Condensed Consolidated Financial Statements	87
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3329
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4639
Item 4.	Controls and Procedures	4339
Part II:	Other Information	4740
Item 1.	Legal Proceedings	4740
Item 1A.	Risk Factors	4740
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49
Item 6.	Exhibits	41
Item 6.	Exhibits	50

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements.

CoreLogic, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands, except par value)	~~September~~March 3031,		December 31,
Assets	~~2020~~2021		~~2019~~2020
Current assets:
Cash and cash equivalents	$	302,329	$	104,162
Cash and Cash Equivalents	$	227,102	$	167,422
Accounts receivable (less allowance for credit losses of $9,188 and $6,937 as of September 30, 2020 and December 31, 2019, respectively)	279,492		247,683
Accounts receivable (less allowance for credit losses of $8,636 and $9,838 as of March 31, 2021 and December 31, 2020, respectively)	320,609		303,202
Prepaid expenses and other current assets	8466,~~595~~148		5382,~~105~~794
Assets of discontinued operations	~~207~~166,~~791~~621		~~201~~202,~~986~~417
Total current assets	~~874~~780,~~207~~480		~~606~~755,~~936~~835
Property and equipment, net	~~407~~401,~~228~~552		~~424~~406,~~670~~114
Operating lease assets	8680,~~489~~724		6582,~~825~~459
Goodwill, net	2,~~298~~319,~~876~~411		2,~~286~~315,~~896~~495
Other intangible assets, net	~~334~~310,~~363~~226		~~375~~320,~~629~~921
Capitalized data and database costs, net	~~314~~321,~~399~~528		~~308~~321,~~409~~211
Investment in affiliates, net	1,121		16,666
Other assets	114,502		81,187
Other assets	76,787		74,250
Total assets	$	4,328,423	$	4,283,222
Total assets	$	4,393,470	$	4,159,281
Liabilities and Equity
Current liabilities:
Accounts payable and other accrued expenses	$	~~190~~208,~~997~~149	$	~~139~~177,~~511~~606
Accrued salaries and benefits	9157,~~763~~698		8357,~~418~~499
Dividends payable	—		17,374
Contract liabilities, current	478,074		411,821
Contract liabilities, current	401,986		320,634
Liabilities of discontinued operations	56,339		44,677
Liabilities of discontinued operations	50,497		42,708
Current portion of long-term debt	9,003		43,230
Current portion of long-term debt	21,382		56,022
Operating lease liabilities, current	14,833		15,566
Operating lease liabilities, current	16,245		18,058
Total current liabilities	824,096		750,399
Total current liabilities	772,870		677,725
Long-term debt, net of current	1,763,212		1,828,003
Long-term debt, net of current	1,548,785		1,610,538
Contract liabilities, net of current	631,019		617,318
Contract liabilities, net of current	584,907		563,190
Deferred income tax liabilities	99,280		91,853
Deferred income tax liabilities	67,171		92,783
Operating lease liabilities, net of current	97,953		99,966
Operating lease liabilities, net of current	103,293		85,139
Other liabilities	156,778		172,421
Other liabilities	193,705		178,696
Total liabilities	3,572,338		3,559,960
Total liabilities	3,270,731		3,208,071
Stockholders' equity:
Preferred stock, $0.00001 par value; 500 shares authorized, no shares issued or outstanding	—		—
Common stock, $0.00001 par value; 180,000 shares authorized; 79,545 and 78,972 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively	1		1
Common stock, $0.00001 par value; 180,000 shares authorized; 73,619 and 73,152 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively	1		1
Additional paid-in capital	~~135,267~~—		~~111,000~~—
Retained earnings	1914,~~185,904~~622		1893,~~006,992~~404
Accumulated other comprehensive loss	(~~198~~158,~~433~~538)		(~~166~~170,~~783~~143)
Total stockholders' equity	1756,~~122,739~~085		~~951~~723,~~210~~262
Total liabilities and equity	$	4,~~393~~328,~~470~~423	$	4,~~159~~283,~~281~~222

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

CoreLogic, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

	~~For the Three Months Ended~~		For the Three Months Ended		~~For the Nine Months Ended~~
	September 30,				September 30,
			March 31,
(in thousands, except per share amounts)	~~2020~~		~~2019~~		~~2020~~2021		~~2019~~2020
Operating revenues	$	~~436,727~~	$	~~375,571~~	$	1422,~~174,733~~785	$	1352,~~088,032~~920
Cost of services (excluding depreciation and amortization shown below)	~~154,192~~		~~164,715~~		~~439~~162,~~032~~559		~~486~~144,~~973~~525
Selling, general and administrative expenses	~~165,742~~		~~106,600~~		~~393~~130,~~247~~008		~~348~~109,~~788~~624
Depreciation and amortization	~~43,610~~		~~42,389~~		~~130~~44,~~639~~781		~~132~~43,~~767~~578
Impairment loss	—		—		1,228		47,834
Total operating expenses					337,348		297,727
Total operating expenses	363,544		313,704		964,146		1,016,362
Operating income					85,437		55,193
Operating income	73,183		61,867		210,587		71,670
Interest expense:
Interest income	~~100~~		~~349~~		~~611~~98		~~1,728~~414
Interest expense	~~17,021~~		~~19,852~~		5216,~~958~~401		5918,~~137~~193
Total interest expense, net	~~(16,921)~~		~~(19,503)~~		(5216,~~347~~303)		(5717,~~409~~779)
Gain/(loss) on investments and other, net	35,674		227		37,154		(2,116)
Loss on investments and other, net					(502)		(3,857)
Tax indemnification release	—		—		—		(13,394)
Income from continuing operations before equity in earnings of affiliates and income taxes					68,632		33,557
Income/(loss) from continuing operations before equity in earnings of affiliates and income taxes	91,936		42,591		195,394		(1,249)
Provision for income taxes					13,689		9,785
(Benefit)/provision for income taxes	(9,560)		11,530		19,433		(8,976)
Income from continuing operations before equity in earnings of affiliates					54,943		23,772
Income from continuing operations before equity in earnings of affiliates	101,496		31,061		175,961		7,727
Equity in earnings of affiliates, net of tax					—		512
Equity in earnings of affiliates, net of tax	971		607		1,859		498
Net income from continuing operations					54,943		24,284
Net income from continuing operations	102,467		31,668		177,820		8,225
Income from discontinued operations, net of tax					3,907		9,535
Income/(loss) from discontinued operations, net of tax	10,679		(8,485)		28,149		11,073
Loss from sale of discontinued operations, net of tax					(5,288)		—
Net income	$	~~113,146~~	$	~~23,183~~	$	~~205~~53,~~969~~562	$	1933,~~298~~819
Basic income per share:
Net income from continuing operations	$	~~1.29~~	$	~~0.40~~	$	20.2475	$	0.1031
Income/(loss) from discontinued operations, net of tax	0.13		(0.11)		0.35		0.14
Income from discontinued operations, net of tax					0.05		0.12
Net income	$	1.42	$	0.29	$	2.59	$	0.24
Loss from sale of discontinued operations, net of tax					(0.07)		—
Net income					$	0.73	$	0.43
Diluted income per share:
Net income from continuing operations	$	~~1.26~~	$	~~0.39~~	$	20.1973	$	0.1030
Income/(loss) from discontinued operations, net of tax	0.13		(0.10)		0.35		0.14
Income from discontinued operations, net of tax					0.05		0.12
Net income	$	1.39	$	0.29	$	2.54	$	0.24
Loss from sale of discontinued operations, net of tax					(0.07)		—
Net income					$	0.71	$	0.42
Weighted-average common shares outstanding:
Basic	~~79,467~~		~~79,761~~		7973,~~300~~228		8079,~~138~~028
Diluted	~~81,402~~		~~80,914~~		8175,~~136~~135		8180,~~205~~525

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

CoreLogic, Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

	~~For the Three Months Ended~~		For the Three Months Ended		~~For the Nine Months Ended~~
	September 30,				September 30,
			March 31,
(in thousands)	~~2020~~		~~2019~~		~~2020~~2021		~~2019~~2020
Net income	$	~~113,146~~	$	~~23,183~~	$	~~205~~53,~~969~~562	$	1933,~~298~~819
Other comprehensive income/(loss)
Market value adjustments on interest rate swaps, net of tax	~~7,905~~		~~(8,121)~~		~~(30~~13,~~475)~~330		(4136,~~415~~890)
Reclassification adjustment for gain on terminated interest rate swap included in net income	—		—		—		(67)
Foreign currency translation adjustments					(1,811)		(38,690)
Foreign currency translation adjustments	10,799		(13,529)		(1,211)		(9,007)
Supplemental benefit plans adjustments, net of tax					86		187
Supplemental benefit plans adjustments, net of tax	(76)		(149)		36		(448)
Total other comprehensive income/(loss)					11,605		(75,393)
Total other comprehensive income/(loss)	18,628		(21,799)		(31,650)		(50,937)
Comprehensive income/(loss)					$	65,167	$	(41,574)
Comprehensive income/(loss)	$	131,774	$	1,384	$	174,319	$	(31,639)

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

CoreLogic, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
(in thousands)	~~2020~~2021		~~2019~~2020
Cash flows from operating activities:
Net income	$	~~205~~53,~~969~~562	$	1933,~~298~~819
Less: Income from discontinued operations, net of tax	283,~~149~~907		119,~~073~~535
Net income from continuing operations	177,820		8,225
Less: Loss from sale of discontinued operations, net of tax	(5,288)		—
Net income from continuing operations	54,943		24,284
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:
Depreciation and amortization	~~130~~44,~~639~~781		~~132~~43,~~767~~578
Amortization of debt issuance costs	31,~~710~~237		31,~~836~~235
Amortization of operating lease assets	113,~~067~~660		113,~~675~~656
Impairment loss	1,228		47,834
Provision for bad debt and claim losses	5,089		3,357
Provision for bad debt and claim losses	14,020		10,998
Share-based compensation	9,634		7,961
Share-based compensation	33,898		26,018
Equity in earnings of affiliates, net of taxes	—		(512)
Equity in earnings of affiliates, net of taxes	(1,859)		(498)
Deferred income tax	2,942		2,092
Gain on sale of property and equipment	1,360		(3)
Loss on investments and other, net	502		3,857
Loss on early extinguishment of debt	—		1,453
Deferred income tax	56		(10,642)
Impairment loss on investment in affiliates	—		1,511
Gain on investments and other, net	(37,154)		(847)
Tax indemnification release	—		13,394
Change in operating assets and liabilities, net of acquisitions:
Accounts receivable	(3316,~~159~~570)		~~(23~~7,~~218)~~709
Prepaid expenses and other current assets	(25,~~104~~755)		(73,~~201)~~538
Accounts payable and other accrued expenses	5426,~~847~~907		(1915,~~894~~459)
Contract liabilities	~~102~~79,~~302~~954		1924,~~899~~457
Income taxes	~~(32~~20,~~815)~~749		314,~~239~~930
Dividends received from investments in affiliates	~~109~~—		—185
Other assets and other liabilities	(4539,~~550~~936)		(299,~~122~~808)
Net cash provided by operating activities - continuing operations	~~378~~188,~~415~~137		~~217~~105,~~424~~060
Net cash provided by operating activities - discontinued operations	401,~~687~~156		297,~~669~~804
Total cash provided by operating activities	$	~~419~~189,~~102~~293	$	~~247~~112,~~093~~864
Cash flows from investing activities:
Purchases of property and equipment	$	(4012,~~187~~447)	$	(5212,~~807~~344)
Purchases of capitalized data and other intangible assets	(288,~~717~~599)		(258,~~845~~540)
Cash paid for acquisitions, net of cash acquired	(128,~~045~~072)		(1311,~~280~~760)
Purchases of investments	~~(1,315)~~—		(~~658~~631)
Cash received from sale of business-lines	—		4,109
Cash received from sale of discontinued operations	49,838		—
Proceeds from sale of property and equipment	—		3
Proceeds from investments and other	—		651
Proceeds from investments and other	48,035		5,591
Net cash provided by/(used in) investing activities - continuing operations	20,720		(32,624)
Net cash used in investing activities - continuing operations	(34,229)		(82,887)
Net cash used in investing activities - discontinued operations	(1,694)		(2,892)
Net cash used in investing activities - discontinued operations	(9,259)		(13,987)
Total cash provided by/(used in) investing activities	$	19,026	$	(35,516)
Total cash used in investing activities	$	(43,488)	$	(96,874)
Cash flows from financing activities:
Proceeds from long-term debt	$	—	$	1,770,000
Repayment of long-term debt	$	(100,708)	$	(723)
Debt issuance costs	—		(9,621)
Proceeds from issuance of shares in connection with share-based compensation	3,109		2,932
Repayment of long-term debt	(102,461)		(1,844,155)
Payment of tax withholdings related to net share settlements	(21,417)		(8,051)
Proceeds from issuance of shares in connection with share-based compensation	8,487		8,391
Shares repurchased and retired	—		(2,431)
Payment of tax withholdings related to net share settlements	(9,816)		(9,645)
Dividends paid	(24,140)		(17,374)
Shares repurchased and retired	(9,273)		(61,607)
Contingent consideration payments subsequent to acquisitions	(6,448)		—
Dividends paid	(61,062)		—
Net cash used in financing activities - continuing operations	(149,604)		(25,647)
Contingent consideration payments subsequent to acquisitions	—		(600)
Net cash used in financing activities - discontinued operations	(41)		—
Net cash used in financing activities - continuing operations	(174,125)		(147,237)
Total cash used in financing activities	$	(149,645)	$	(25,647)
Net cash used in financing activities - discontinued operations	(6)		(12)
Effect of exchange rate on cash, cash equivalents, and restricted cash	(561)		(4,690)
Total cash used in financing activities	$	(174,131)	$	(147,249)
Net change in cash, cash equivalents, and restricted cash	58,113		47,011
Effect of exchange rate on cash, cash equivalents, and restricted cash	(2,042)		637
Cash, cash equivalents, and restricted cash at beginning of period	177,833		114,679
Net change in cash, cash equivalents, and restricted cash	199,441		3,607
Less: Change in cash, cash equivalents, and restricted cash - discontinued operations	(579)		4,912
Cash, cash equivalents, and restricted cash at beginning of period	114,679		94,679
Plus: Cash swept from discontinued operations	941		4,051
Less: Change in cash, cash equivalents, and restricted cash - discontinued operations	31,422		15,670
Cash, cash equivalents, and restricted cash at end of period	$	237,466	$	160,829
Plus: Cash swept from discontinued operations	30,135		17,697
Cash, cash equivalents, and restricted cash at end of period	$	312,833	$	100,313
Supplemental disclosures of cash flow information:
Cash paid for interest	$	4814,~~419~~505	$	5316,~~202~~391
Cash paid for income taxes	$	593,~~538~~827	$	112,~~558~~218
Cash refunds from income taxes	$	~~449~~156	$	~~16,812~~371
Non-cash investing activities:
Capital expenditures included in accounts payable and other accrued expenses	$	1013,~~695~~017	$	10,~~322~~092

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

CoreLogic, Inc.

Condensed Consolidated Statement of Stockholders' Equity (Quarter-to-Date)

(Unaudited)

	Common Stock Shares	Common Stock Amount		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total
(in thousands)
For the Three Months Ended September 30, 2020
Balance as of June 30, 2020	79,459	$	1	$	120,029	$	1,099,154	$	(217,061)	$	1,002,123
Net income	—	—		—		113,146		—		113,146
Shares issued in connection with share-based compensation	86	—		2,702		—		—		2,702
Payment of tax withholdings related to net share settlements	—	—		(470)		—		—		(470)
Share-based compensation	—	—		12,833		—		—		12,833
Shares repurchased and retired	—	—		—		—		—		—
Dividends on common shares	—	—		173		(26,396)		—		(26,223)
Other comprehensive income	—	—		—		—		18,628		18,628
Balance as of September 30, 2020	79,545	$	1	$	135,267	$	1,185,904	$	(198,433)	$	1,122,739
For the Three Months Ended September 30, 2019
Balance as of June 30, 2019	80,133	$	1	$	146,887	$	971,490	$	(164,886)	$	953,492
Net income	—	—		—		23,183		—		23,183
Shares issued in connection with share-based compensation	86	—		1,832		—		—		1,832
Payment of tax withholdings related to net share settlements	—	—		(378)		—		—		(378)
Share-based compensation	—	—		9,108		—		—		9,108
Shares repurchased and retired	(700)	—		(32,577)		—		—		(32,577)
Other comprehensive loss	—	—		—		—		(21,799)		(21,799)
Balance as of September 30, 2019	79,519	$	1	$	124,872	$	994,673	$	(186,685)	$	932,861

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

CoreLogic, Inc.

Condensed Consolidated Statement of Stockholders' Equity (Year-to-Date)

(Unaudited)

	Common Stock Shares	Common Stock Amount		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total
(in thousands)
For the Nine Months Ended September 30, 2020
For the Three Months Ended March 31, 2021
Balance as of December 31, 2020	73,152	$	1	$	—	$	893,404	$	(170,143)	$	723,262
Net income	—	—		—		53,562		—		53,562
Shares issued in connection with share-based compensation	467	—		3,109		—		—		3,109
Payment of tax withholdings related to net share settlements	—	—		(13,156)		(8,261)		—		(21,417)
Share-based compensation	—	—		10,103		—		—		10,103
Dividend on common shares	—	—		(56)		(24,083)		—		(24,139)
Other comprehensive income	—	—		—		—		11,605		11,605
Balance as of March 31, 2021	73,619	$	1	$	—	$	914,622	$	(158,538)	$	756,085
For the Three Months Ended March 31, 2020
Balance as of December 31, 2019	78,972	$	1	$	111,000	$	1,006,992	$	(166,783)	$	951,210
Adoption of new accounting standards	—	—		—		16,827		—		16,827
Net income	—	—		—		~~205~~33,~~969~~819		—		~~205~~33,~~969~~819
Shares issued in connection with share-based compensation	~~773~~489	—		82,~~487~~932		—		—		82,~~487~~932
Payment of tax withholdings related to net share settlements	—	—		(98,~~816~~051)		—		—		(98,~~816~~051)
Share-based compensation	—	—		348,~~671~~085		—		—		348,~~671~~085
Shares repurchased and retired	(~~200~~50)	—		(92,~~273~~431)		—		—		(92,~~273~~431)
Dividend on common shares	—	—		198		(43,884)		—		(43,686)
Dividends declared	—	—		(54)		54		—		—
Other comprehensive loss	—	—		—		—		(3175,~~650~~393)		(3175,~~650~~393)
Balance as of September 30, 2020	79,545	$	1	$	135,267	$	1,185,904	$	(198,433)	$	1,122,739
Balance as of March 31, 2020	79,411	$	1	$	111,481	$	1,057,692	$	(242,176)	$	926,998
For the Nine Months Ended September 30, 2019
Balance as of December 31, 2018	80,092	$	1	$	160,870	$	975,375	$	(135,748)	$	1,000,498
Net income	—	—		—		19,298		—		19,298
Shares issued in connection with share-based compensation	827	—		8,391		—		—		8,391
Payment of tax withholdings related to net share settlements	—	—		(9,645)		—		—		(9,645)
Share-based compensation	—	—		26,863		—		—		26,863
Shares repurchased and retired	(1,400)	—		(61,607)		—		—		(61,607)
Other comprehensive loss	—	—		—		—		(50,937)		(50,937)
Balance as of September 30, 2019	79,519	$	1	$	124,872	$	994,673	$	(186,685)	$	932,861

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

Note 1 – Basis of Condensed Consolidated Financial Statements

CoreLogic, Inc., together with its subsidiaries (collectively “CoreLogic”, “the Company”, “we”, “us” or “our”), is a leading global property information, insight, analytics and data-enabled solutions provider operating in North America, Western Europe and Asia Pacific. Our combined data from public, contributory, and proprietary sources provides detailed coverage of property, mortgages and other encumbrances, property risk and replacement cost, location, hazard risk and related performance information. The markets we serve include real estate and mortgage finance, insurance, capital markets, and the public sector. We deliver value to clients through unique data, analytics, workflow technology, advisory and managed solutions. Clients rely on us to help identify and manage growth opportunities, improve performance, and mitigate risk.

Our condensed consolidated financial information included in this report has been prepared in accordance with accounting principles generally accepted (“GAAP”) in the United States ("“US"”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the condensed consolidated financial statements and accompanying notes. Actual amounts may differ from these estimated amounts. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The ~~2019~~2020 year-end condensed consolidated balance sheet was derived from the Company’s audited financial statements for the year ended December 31, ~~2019~~2020. Interim financial information does not require the inclusion of all the information and footnotes required by GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020.

The accompanying unaudited condensed consolidated interim financial statements reflect all adjustments, consisting of only normal recurring items which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for the full year or for any future periods.

~~Unsolicited~~Merger ~~Proposal and Proxy Contest~~Agreement

OnIn ~~June~~February 262021, ~~2020,~~ we ~~received~~entered into an ~~unsolicited~~Agreement ~~proposal~~and ~~from~~Plan ~~Senator~~of ~~Investment~~Merger ~~Group, LP~~ (“~~Senator~~Merger Agreement”) ~~and~~with ~~Cannae~~Celestial-Saturn ~~Holdings,~~Parent Inc., a Delaware corporation (“~~Cannae~~Acquirer”), toand ~~acquire~~Celestial-Saturn ~~the~~Merger ~~Company~~Sub ~~for $65~~Inc.~~00 per share in cash~~, ~~which~~a ~~initial~~Delaware ~~proposal~~corporation ~~was revised by Senator~~ and ~~Cannae~~a onwholly-owned ~~September~~subsidiary ~~14,~~of ~~2020~~the byAcquirer ~~$1.00 per share to $66.00 per share in cash~~ (~~the~~ “~~Unsolicited~~Acquisition ~~Proposal~~Sub”). ~~Our~~Pursuant ~~Board~~to ofthe ~~Directors~~Merger Agreement, ~~in consultation with its independent financial~~ and ~~legal~~subject ~~advisors, unanimously determined~~ to ~~reject~~ the ~~Unsolicited~~terms ~~Proposal.~~and Onconditions ~~August~~set 9,forth ~~2020~~therein, ~~the~~Acquisition ~~Board~~Sub ofwould ~~Directors~~be ~~determined~~merged towith ~~call~~and ainto ~~special~~CoreLogic ~~meeting~~(“Merger”), ofwith ~~stockholders~~CoreLogic incontinuing ~~order~~as tothe ~~allow~~surviving ~~our~~corporation ~~stockholders~~in tothe ~~consider~~Merger and ~~vote~~a ~~upon~~wholly-owned ~~Senator~~subsidiary ~~and~~of ~~Cannae's~~the ~~proposal~~Acquirer. ~~for~~The ~~the~~Acquirer ~~removal~~ and ~~replacement~~Acquisition ofSub upare toaffiliates ~~nine members~~ of ~~our~~Stone ~~Board~~Point ofCapital ~~Directors~~Partners and toInsight ~~amend~~Partners. ~~certain~~If ~~provisions~~the ofMerger ~~our~~is ~~Bylaws~~consummated, ~~(the~~CoreLogic’s ~~“Proxy~~securities ~~Contest”).~~will ~~The~~be ~~Board~~de-listed offrom ~~Directors set~~ the ~~special~~New ~~meeting~~York ~~for~~Stock ~~November~~Exchange ~~17,~~and ~~2020,~~de-registered ~~with~~under athe ~~record~~Securities ~~date~~Exchange Act of ~~September 18~~1934, ~~2020.~~as Inamended ~~connection~~(“Exchange ~~with~~Act”), ~~the~~as ~~Unsolicited~~soon ~~Proposal~~as ~~and~~practicable ~~Proxy~~following ~~Contest,~~the weeffective ~~have~~time ~~accrued expenses~~ of ~~approximately $36.9 million for~~ the ~~three~~Merger ~~and~~(“Effective ~~nine months ended September 30, 2020~~Time”).

~~Divestiture~~In the event the Merger is completed, except as otherwise provided in the Merger Agreement, each share of ~~Non-Core~~common ~~Businesses~~stock, par value $0.00001 per share, of CoreLogic issued and outstanding immediately prior to the Effective Time would be converted into the right to receive $80.00 per share in cash, without interest (“Merger Consideration”).

InConsummation ~~July~~of ~~2020~~the Merger is subject to customary closing conditions, weincluding, ~~announced~~among ~~our~~other ~~intention~~things, to(i) ~~exit~~the ~~our~~adoption ~~reseller~~of ~~operations~~the ~~focused~~Merger onAgreement ~~mortgage~~by ~~credit~~the ~~and~~holders ~~borrower~~of ~~verification~~a ~~and~~majority ~~multi-family~~of ~~tenant~~the ~~screening.~~outstanding ~~Although~~shares ~~market~~of ~~leaders~~our incommon ~~their~~stock ~~respective~~(“Requisite ~~business~~Stockholder ~~areas~~Approval”), ~~these~~and ~~reseller~~(ii) ~~businesses~~the ~~are~~expiration ~~not~~or ~~compatible~~termination ~~with~~of ~~our~~the ~~long-term~~applicable ~~strategic~~waiting ~~imperatives.~~period ~~The~~under ~~divestiture~~the Hart-Scott-Rodino Antitrust Improvements Act of ~~these~~1976 ~~operations~~(the is“HSR ~~expected~~Act”), toand ~~improve~~the ~~our~~expiration ~~revenue~~of ~~growth~~applicable ~~trends~~waiting periods or clearance of the Merger, ~~revenue~~as ~~mix~~applicable, under the antitrust and ~~significantly~~foreign ~~enhance~~investment ~~profit~~laws ~~margins~~of certain other jurisdictions (“Regulatory Approvals”). AsThe Requisite Stockholder Approval was obtained at a ~~result~~special meeting of ~~this~~the ~~strategic~~Company’s ~~decision~~stockholders on April 28, 2021. In addition, the ~~businesses~~applicable ~~have~~waiting ~~been~~period ~~reflected~~under inthe ~~our~~HSR ~~consolidated~~Act ~~financial~~expired ~~statements~~on asMarch ~~discontinued~~22, ~~operations~~2021 ~~for~~and ~~all~~clearance ~~periods~~to ~~presented~~proceed was obtained from the New Zealand Overseas Investment Office on March 8, 2021. ~~Please~~CoreLogic ~~refer~~made tothe ~~Note~~filing 14required -in ~~Discontinued~~Australia ~~Operations~~in ~~for~~February ~~further~~2021 ~~information~~and is awaiting approval from the Australian Foreign Investment Review Board.

~~Client~~The ~~Concentration~~consummation of the Merger is not subject to a financing condition, and the Acquirer has obtained equity and debt financing commitments for the purpose of financing the Merger and the other transactions contemplated by the Merger Agreement. Certain debt financing arrangements have already been secured by Acquisition Sub and, subject to the consummation of the Merger, will become indebtedness of CoreLogic at the Effective Time.

We generate the majority of our operating revenues from clients with operations in the US residential real estate, mortgage origination, and mortgage servicing markets. Approximately 37% and 29% of our operating revenues for the three months ended September 30, 2020 and 2019, respectively, were generated from our top ten clients, who consist of the largest US mortgage originators and servicers. None of our clients individually accounted for greater than 10% of our operating revenues during these periods. Approximately 35% and 26% of our operating revenues for the nine months ended September 30, 2020 and 2019, respectively, were generated from our top ten clients. None of our clients individually accounted for greater than 10% of our operating revenues during these periods.6

Either we or the Acquirer may terminate the Merger Agreement in certain circumstances, including if (i) the Merger shall not have been consummated on or before 5:00 p.m. (New York City time) on August 9, 2021, (ii) any of certain governmental authorities of competent jurisdiction has issued a final non-appealable law or order prohibiting the Merger, (iii) the Requisite Stockholder Approval is not obtained at the stockholders’ meeting duly convened therefor or (iv) the other party materially breaches, and does not cure, any representation or covenant that would cause the related condition to the other party’s obligation to consummate the Merger not to be satisfied, in each case subject to certain limitations set forth in the Merger Agreement. If we terminate the Merger Agreement because (i) the Acquirer or Acquisition Sub materially breaches, and does not cure, any representation or covenant that would cause any conditions to our obligation to consummate the Merger not to be satisfied or (ii) all conditions to the Merger have been and continue to be satisfied (subject to customary exceptions) and the Acquirer fails to consummate the Merger after receiving written notification from us, we would be entitled to receive a termination fee from the Acquirer of $330 million. If the Merger Agreement is terminated by us or the Acquirer under other certain circumstances specified in the Merger Agreement, we would be obligated to pay a termination fee of $165 million to the Acquirer. See the risk factor titled “If the Merger Agreement is terminated, under certain conditions, we may be obligated to pay the Acquirer a substantial termination fee, which could require us to incur additional debt or reduce the amount of cash we have available to fund our operations” under “Risk Factors” in Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (“2020 10-K”) for further information about the termination fee we may be obligated to pay.

In March 2021, we filed a definitive proxy statement on Schedule 14A with the SEC (as supplemented, the “Definitive Proxy Statement”) related to the special meeting of stockholders called for the purpose of obtaining the Requisite Stockholder Approval. Please refer to the Definitive Proxy Statement for further information about the Merger, the Merger Agreement, and the other transactions contemplated thereby.

Rights Agreement Amendment

In February 2021, in connection with the execution of the Merger Agreement, we also entered into an amendment (“Rights Agreement Amendment”) to the Rights Agreement, dated as of July 6, 2020, by and between CoreLogic and Equiniti Trust Company, as rights agent (“Rights Agreement”), in order to (i) render the Rights Agreement inapplicable to the Merger and the transactions contemplated by the Merger Agreement, (ii) ensure that in connection with the transactions contemplated by the Merger Agreement, none of the Acquirer, Acquisition Sub, or any of their “Affiliates” or “Associates” (each as defined in the Rights Agreement) shall be deemed to be or become an “Acquiring Person” (as defined below) and (iii) provide that the “Expiration Date” (as defined in the Rights Agreement) shall occur immediately prior to the Effective Time.

Unsolicited Proposal and Proxy Contest Proposals

On June 26, 2020, we received an unsolicited proposal from Senator Investment Group, LP (“Senator”) and Cannae Holdings, Inc. (“Cannae”) to acquire the Company for $65.00 per share in cash, which initial proposal was increased by Senator and Cannae on September 14, 2020 by $1.00 per share to $66.00 per share in cash (the “Unsolicited Proposal”). In July 2020, our Board of Directors (“Board”), in consultation with its independent financial and legal advisors, unanimously determined to reject the Unsolicited Proposal. In July 2020, Senator and Cannae issued a press release announcing proposals to remove members of our Board and replace them with up to nine individuals nominated by Senator and Cannae and to amend certain provisions of our Bylaws (“Proxy Contest Proposals”). In August 2020, the Board determined to call a special meeting of CoreLogic’s stockholders to allow our stockholders to consider and vote on the Proxy Contest Proposals. A special meeting of our stockholders to vote on the Proxy Contest Proposals was held in November 2020, with a record date of September 18, 2020, resulting in the removal of three members of our Board and the appointment of three of Senator and Cannae’s nominees to our Board, each with a term expiring at the Company’s 2021 annual meeting of stockholders. In connection with the Unsolicited Proposal, Proxy Contest Proposals, and related strategic transaction process we have incurred expenses of approximately $11.4 million for the three months ended March 31, 2021.

Reportable Segments

We have organized into the following two reportable segments: Property Intelligence & Risk Management (“PIRM”) and Underwriting & Workflow Solutions (“UWS”). Please refer to Note 13 - Segment Information for further information.

Discontinued Operations

In July 2020, we announced our intention to exit our reseller operations focused on mortgage credit and borrower verification and multi-family tenant screening. These businesses are comprised of our Rental Property Solutions (“RPS”) and Credit Solutions (“CS”) operations. Although market leaders in their respective business areas, these reseller businesses are not compatible with our long-term strategic imperatives. The divestiture of these operations is expected to improve our revenue growth trends and revenue mix, and significantly enhance profit margins. As a result of this strategic decision, the businesses have been reflected in our condensed consolidated financial statements as discontinued operations for all periods presented.

In October 2020, we sold a portion of our multi-family tenant screening business, which resulted in a gain on sale of discontinued operations of $2.7 million, net of tax. In February 2021, we sold the remainder of RPS for $51.2 million which resulted in a loss of $5.3 million, net of tax, for the three months ended March 31, 2021.

In connection with businesses we have previously discontinued, we retain certain contingent liabilities of the businesses that were disposed of. These contingent liabilities include, among other items, liability for certain litigation matters, indemnification obligations and potential breaches of representations or warranties. Please refer to Note 14 - Discontinued Operations for further information.

Client Concentration

Cash, Cash Equivalents, and Restricted Cash

We deem the carrying value of cash, cash equivalents, and restricted cash to be a reasonable estimate of fair value due to the nature of these instruments. Restricted cash is comprised of deposits that are pledged for various letters of credit/bank guarantees secured by us, escrow accounts due to acquisitions and divestitures, as well as short-term investments within our deferred compensation plan trust. The following table provides a reconciliation of cash, cash equivalents, and restricted cash to amounts shown in the statement of cash flows:

(in thousands)	~~September~~March 3031, ~~2020~~2021		~~September~~March 3031, ~~2019~~2020
Cash and cash equivalents	$	~~302~~227,~~329~~102	$	86150,~~695~~937
Restricted cash included in other assets	109,~~129~~966		119,~~616~~714
Restricted cash included in prepaid expenses and other current assets	~~375~~398		~~2,002~~178
Total cash, cash equivalents, and restricted cash	$	~~312~~237,~~833~~466	$	~~100~~160,~~313~~829

Operating Revenue Recognition

We derive our operating revenues primarily from US mortgage lenders, servicers, and insurance companies with good creditworthiness. Operating revenue arrangements are written and specify the products or services to be delivered, pricing, and payment terms. Operating revenue is recognized when the distinct good or service (also referred as "performance obligation"), is delivered and control has been transferred to the client. Generally, clients contract with us to provide products and services that are highly interrelated and not separately identifiable. Therefore, the entire contract is accounted for as one performance obligation. At times, some of our contracts have multiple performance obligations where we allocate the total price to each performance obligation based on the estimated relative standalone selling price using observable sales or the cost-plus- margin ~~approach~~approaches.

For products or services where delivery occurs at a point in time, we recognize operating revenue when the client obtains control of the products upon delivery. When delivery occurs over time, we generally recognize operating revenue ratably over the service period, once initial delivery has occurred. For certain of our products or services, clients may also pay upfront fees, which we defer and recognize as operating revenue over the longer of the contractual term or the expected client relationship period.

Licensing arrangements that provide our clients with the right to access or use our intellectual property are considered functional licenses for which we generally recognize operating revenue based on usage. For arrangements that provide a stand-ready obligation or substantive updates to the intellectual property which the client is contractually or practically required to use, we recognize operating revenue ratably over the contractual term.8

~~Client~~Licensing ~~payment~~arrangements ~~terms~~that ~~are~~provide ~~standard~~our clients with nothe ~~significant~~right ~~financing~~to ~~components~~access, or ~~extended~~use, ~~payment~~our ~~terms~~intellectual ~~granted~~property are considered functional licenses for which we generally recognize operating revenue based on usage. InFor ~~limited~~arrangements ~~cases~~that provide a stand-ready obligation, weor, ~~allow~~substantive ~~for~~updates ~~client~~to ~~cancellations~~the ~~for~~intellectual property which the client is contractually or practically required to use, we ~~estimate~~recognize aoperating ~~reserve~~revenue atratably over the ~~point-of-sale~~contractual term.

Client payment terms are standard with no significant financing components or extended payment terms granted. In limited cases, we allow for client cancellations for which we estimate a reserve.

See further discussion in Note 7 - Operating Revenues.

Comprehensive Loss

Comprehensive loss includes all changes in equity except those resulting from investments by stockholders and distributions to stockholders. Specifically, foreign currency translation adjustments, amounts related to supplemental benefit plans, unrealized gains and losses on interest rate swap transactions and investments are recorded in other comprehensive loss. The following table shows the components of accumulated other comprehensive loss, net of taxes, as of ~~September~~March 3031, ~~2020~~2021 and December 31, ~~2019~~2020:

(in thousands)	~~2020~~2021		~~2019~~2020
Cumulative foreign currency translation	$	(~~123~~100,~~714~~650)	$	(~~122~~98,~~503~~839)
Cumulative supplemental benefit plans	(810,~~881~~880)		(810,~~917~~966)
Net unrecognized losses on interest rate swaps	(6546,~~838~~941)		(3560,~~296~~271)
Reclassification adjustment for gain on terminated interest rate swap included in net income	—(67)		(67)
Accumulated other comprehensive loss	$	(~~198~~158,~~433~~538)	$	(~~166~~170,~~783~~143)

Investment in Affiliates, net

Investments in affiliates are accounted for under the equity method of accounting when we are deemed to have significant influence over the affiliate but do not control or have a majority voting interest in the affiliate. Investments are carried at the cost of acquisition, including subsequent impairments, capital contributions and loans from us, plus our equity in undistributed earnings or losses since inception of the investment, less dividends received.

AsWe have one investment in an affiliate that is fully impaired as of ~~September~~March 3031, ~~2020~~2021 and December 31, ~~2019~~2020. For both the three months ended March 31, 2021 and March 31, 2020, we had insignificant revenue, expense, accounts receivable, and accounts payable related to our investments in these affiliates.

~~During~~In January 2020, we completed the ~~three~~acquisition ~~months~~of ~~ended~~the ~~September~~remaining 3066% of Location, ~~2020~~Inc. ("Location") for $11.5 million, wesubject ~~sold~~to ~~our~~certain ~~investment~~working incapital anadjustments. ~~equity~~In ~~related~~connection with this transaction, we remeasured our pre-existing 34% investment ~~for~~balance of $455.86 million into ~~cash~~fair ~~which~~value ~~resulted~~based inon athe ~~gain~~purchase ofprice, resulting in a $350.16 million ~~and~~step-up gain which is reflected within gain/(loss) on investments and other, net, in our condensed consolidated statement of operations for the three ~~and nine~~ months ended ~~September~~March 3031, 2020. Prior to the acquisition of the remaining interest, we accounted for Location under the equity method and received dividends of $0.7 million in the first quarter of 2020.

In January 2020, we completed the acquisition of the remaining 66% of Location, Inc. ("Location") for $11.5 million, subject to certain working capital adjustments. In connection with this transaction, we remeasured our pre-existing 34% investment balance of $5.6 million to fair value based on the purchase price, resulting in a $0.6 million step-up gain which is reflected within gain/(loss) on investments and other, net, in our condensed consolidated statement of operations for the nine months ended September 30, 2020. See Note 12 - Acquisitions for additional information. Prior to the acquisition of the remaining interest, we accounted for Location under the equity method and received dividends of $0.7 million in the first quarter of 2020.

Leases

We determine if an arrangement contains a lease at inception and determine the classification of the lease, as either operating or finance, at commencement.

Operating and finance lease assets and liabilities are recorded based on the present value of future lease payments over the lease term which factors in certain qualifying initial direct costs incurred as well as any lease incentives received. If an implicit rate is not readily determinable, we utilize our incremental borrowing rate and inputs from third-party lenders to determine the appropriate discount rate. Lease expense for operating lease payments are recognized on a straight-line basis over the lease term, which, if applicable, may factor in renewal or termination options. Finance leases incur interest expense using the effective interest method in addition to amortization of the leased asset on a straight-line basis, both over the applicable lease term. Lease terms may factor in options to extend or terminate the lease.

If we abandon our right of use to a leased property prior to the lease termination date, and have no intention or ability to sublease the space, we reduce the remaining right of use asset and record an impairment charge in the period we vacate or otherwise cease to use the leased asset. For the three months ended March 31, 2021 and March 31, 2020, we had no impairment charges.

We adhere to the short-term lease recognition exemption for all classes of assets (i.e. facilities and equipment). As a result, leases with an initial term of twelve months or less are not recorded on the balance sheet and are recognized on a straight-line basis over the lease term. In addition, for certain equipment leases, we account for lease and non-lease components, such as services, as a single lease component as permitted.

Dividends

We record cash dividends as reductions to retained earnings upon declaration, with a corresponding increase to current liabilities, based on common shares outstanding on the record date. In addition, as part of our share-based compensation program, the terms of our restricted stock units (“RSUs”) and performance-based restricted stock units (“PBRSUs”) stipulate that holders of these awards are credited with dividend equivalent units on each date that a cash dividend is paid to holders of common stock. These dividend equivalents are subject to the same vesting and performance requirements of the underlying units and therefore are forfeitable (i.e. non-participating). Upon declaration of a dividend, we record dividend equivalents as a reduction to retained earnings, derived from the number of eligible unvested shares, with a corresponding increase to additional paid-in-capital.

In December 2019, we announced ~~that our Board of Directors approved~~ the initiation of a quarterly cash dividend to common ~~stockholders~~shareholders. InCoreLogic ~~connection~~paid ~~with~~a ~~this~~cash ~~announcement,~~dividend inof ~~December~~$0.22 ~~2019,~~per ~~our~~share ~~Board~~ of ~~Directors~~common ~~initiated~~stock in January 2020 and ~~declared~~June a2020 ~~cash~~to ~~dividend~~shareholders of ~~$0.22~~record ~~per~~as ~~common~~of ~~share.~~the Asclose aof ~~result~~business on January 10, as2020 ofand ~~December 31~~June 1, ~~2019~~2020, werespectively. ~~recorded~~In aJuly ~~liability~~2020, ofour ~~$17.4~~Board ~~million~~announced ~~within~~a ~~accounts~~50% ~~payable~~increase ~~and~~in ~~other~~our ~~accrued~~cash ~~expenses,~~dividend asand ~~well~~declared asa $0.433 ~~million~~per inshare cash dividend ~~equivalents~~to ~~reflected~~common instockholders, ~~additional~~which was paid- in~~-capital~~ ~~within~~September ~~our~~2020, ~~accompanying~~December ~~consolidated~~2020, ~~balance~~and ~~sheets.~~March ~~The~~2021 ~~dividend~~to ~~declared~~stockholders ~~was~~of ~~paid~~record inas ~~January~~of ~~2020.~~the Inclose ~~April~~of business on September 1, 2020, ~~our~~December ~~Board~~1, of2020, ~~Directors~~and ~~announced~~March a1, ~~cash~~2021, ~~dividend~~respectively. Pursuant to ~~common~~the ~~stockholders~~Merger ofAgreement, ~~$0.22~~we ~~per~~agreed ~~share~~to ofrefrain ~~common~~from ~~stock~~declaring ~~which~~or ~~was~~paying ~~paid~~any infurther ~~June~~dividends ~~2020~~during tothe ~~stockholders~~Interim ofOperating ~~record~~Period, atsubject to the ~~close~~terms, oflimitations ~~business~~and onexceptions ~~June~~set 1,forth ~~2020.~~in the Merger Agreement.

In July 2020, our Board of Directors announced a 50% increase in our cash dividend and declared a $0.33 per share cash dividend to common stockholders, which was paid in September 2020 to stockholders of record as of September 1, 2020. In October 2020, our Board of Directors declared a cash dividend of $0.33 per share of common stock to be paid in December 2020 to shareholders of record on the close of business December 1, 2020.

Tax Escrow Disbursement Arrangements

We administer tax escrow disbursements as a service to our clients in connection with our tax services business. Funds to be disbursed are deposited and maintained in segregated accounts for the benefit of our clients and totaled $17.4 billion and $0.5 billion as of ~~both September~~March 3031, ~~2020~~2021 and December 31, ~~2019~~2020, respectively. Because these deposits are held on behalf of our clients, they are not our funds and, therefore, are not included in the accompanying condensed consolidated balance sheets.

These deposits generally remain in the accounts for a period of two to five business days. We record credits from these activities as a reduction to related administrative expenses, including the cost of bank fees and other administration costs.

Under our contracts with our clients, if we make a payment in error or fail to pay a taxing authority when a payment is due, we could be held liable to our clients for all or part of the financial loss they suffer as a result of our act or omission. We maintained total claim reserves relating to incorrect disposition of assets of $2427.8 million and $2229.76 million as of ~~September~~March 3031, ~~2020~~2021 and December 31, ~~2019~~2020, respectively. Within these amounts are $1011.7 million and $911.84 million, respectively, which are short-term and are therefore reflected within accounts payable and other accrued expenses within our accompanying condensed consolidated balance sheets. The remaining reserves are reflected within other liabilities.

Recent Accounting Pronouncements

In ~~March~~January ~~2020~~2021, the Financial Accounting Standards Board (“FASB”) issued guidance to ~~ease~~clarify ~~the~~that ~~potential~~all ~~burden~~derivative ininstruments ~~accounting~~affected ~~for,~~by orchanges ~~recognizing~~to ~~the effects of, reference rate reform, in connection with the scheduled phase-out of the London interbank offering rate (“LIBOR”) as a reference~~ interest ~~rate.~~rates ~~The~~used ~~guidance provides practical expedients and exceptions in accounting~~ for ~~contracts~~discounting, ~~hedging~~margining ~~relationships,~~or ~~and~~contract ~~other~~price ~~transactions~~alignment ~~affected~~can byapply ~~reference rate reform if~~ certain ~~criteria~~optional ~~are met. Entities electing the practical~~ expedients ~~will be allowed, among other topics, to account for reference rate modification of debt~~ and ~~receivables~~exceptions ~~prospectively;~~mentioned ~~to not reassess lease classifications and discount rates~~ in ~~reference~~its ~~rate lease modifications; and ease cash-flow hedge effectiveness testing guidelines for hedges affected by~~ reference rate reform. ~~The~~ guidance ~~is effective through December 2022 with adoption permitted as of any date within the aforementioned time frame from the beginning of the selected interim period on a prospective basis~~. We adopted the guidance in the first quarter of ~~2020~~2021, which has not had a material effect on our condensed consolidated financial statements.

In December 2019, as part of a simplification initiative, the FASB issued guidance to remove certain exceptions and added further guidance to simplify the accounting for income taxes. The exceptions that were removed relate to recognizing deferred taxes for investments, performing intra-period allocation, and calculating income taxes in interim periods. The guidance reduces the complexity of recognizing deferred taxes for goodwill and allocating taxes to entities of a consolidated group. The guidance is effective for fiscal years beginning after December 15, 2020 with early adoption permitted. We elected to early adopt on January 1, 2020 via the modified retrospective method with a cumulative effect adjustment at the date of initial application, resulting in an increase to retained earnings of $16.8 million. This impact results from the release of a deferred tax liability that had previously been established for the outside basis difference of an equity method investment that later became a subsidiary.

In November 2018, the FASB issued guidance to clarify the definition and interaction of collaborative arrangements with previously issued guidance on revenue recognition. This guidance is effective for fiscal years beginning after December 15, 2019 on a retrospective basis to the date of the initial adoption of the revenue standard. We adopted this guidance in the first quarter of 2020, which has not had a material impact on our condensed consolidated financial statements.

In August 2018, the FASB issued guidance that amends fair value disclosure requirements. The guidance removes disclosure requirements on the transfers between Level 1 and Level 2 of the fair value hierarchy in addition to the disclosure requirements on the policy for timing of transfers between levels and the valuation process for Level 3 fair value measurements. The guidance clarifies the measurement uncertainty disclosure and adds disclosure requirements for Level 3 unrealized gains and losses and significant unobservable inputs used to develop Level 3 fair value measurements. The guidance is effective for fiscal years beginning after December 15, 2019. Entities were permitted to early adopt any removed or modified disclosures upon issuance and delay adoption of the additional disclosures until the effective date. We early adopted the removal of disclosure provisions of the new guidance in 2018 and adopted the measurement uncertainty disclosure and additional Level 3 disclosures in the current year as required. Adoption of this guidance has not had a material impact on our condensed consolidated financial statements.

In June 2016, the FASB issued guidance for accounting of credit losses affecting the impairment model for most financial assets and certain other instruments. Entities are required to use a forward-looking current expected credit loss model for trade and other receivables, held-to-maturity debt securities, loans, and other instruments, which will generally lead to an earlier recognition of loss allowances. Entities will recognize expected losses on available-for-sale debt securities as allowances rather than a reduction in amortized cost of the security while the measurement process of such loss does not change. Disclosure requirements are expanded regarding an entity’s assumptions, models, and methods of estimations of the allowance. The guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. In November 2018 and 2019, the FASB issued updates to this standard which, amongst other items, clarified that impairment of receivables arising from operating leases should be accounted for under applicable leasing guidance. We adopted this guidance in the first quarter of 2020, which has not had a material impact on our condensed consolidated financial statements.

Note 2 - Property and Equipment, Net

Property and equipment, net as of ~~September~~March 3031, ~~2020~~2021 and December 31, ~~2019~~2020 consists of the following:

(in thousands)	~~2020~~2021		~~2019~~2020
Land	$	7,476	$	7,476
Buildings	6,487		6,487
Furniture and equipment	6862,~~362~~186		7460,~~043~~433
Capitalized software	~~843~~878,~~638~~925		~~819~~862,~~828~~984
Leasehold improvements	50,~~334~~076		4850,~~811~~477
Construction in progress	~~276~~203		31,~~064~~275
	976,573		959,709
	1,005,353		989,132
Less accumulated depreciation	(~~569~~603,~~345~~801)		(~~535~~583,~~039~~018)
Property and equipment, net	$	~~407~~401,~~228~~552	$	~~424~~406,~~670~~114

Depreciation expense for property and equipment, net, was approximately $2122.20 million and $2021.46 million for the three months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019, respectively, and $64.2 million and $63.6 million for the nine months ended September 30,~~ 2020 ~~and 2019~~, respectively.

~~Impairment~~No impairment losses ~~for property and equipment of $1.2 million and $12.3 million~~ were recorded for the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019, respectively~~2020. ~~See Note 6 - Fair Value for further discussion.~~

Note 3 – Goodwill, Net

A reconciliation of the changes in the carrying amount of goodwill and accumulated impairment losses, by reporting unit, for the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021 is as follows:

(in thousands)	PIRM		UWS		Consolidated
Balance as of January 1, 2020
Balance as of January 1, 2021
Goodwill	$	1,~~078~~106,~~225~~816	$	1,216,~~196~~204	$	2,~~294~~323,~~421~~020
Accumulated impairment losses	(600)		(6,925)		(7,525)
Goodwill, net	1,~~077~~106,~~625~~216		1,209,~~271~~279		2,~~286~~315,~~896~~495
Measurement period adjustments	—		8		8
Acquisition	4,641		—		4,641
Acquisition	12,584		—		12,584
Translation adjustments	(725)		—		(725)
Translation adjustments	(612)		—		(612)
Balance as of March 31, 2021
Balance as of September 30, 2020
Goodwill, net	$	1,110,132	$	1,209,279	$	2,319,411
Goodwill, net	$	1,089,597	$	1,209,279	$	2,298,876

In connection with our intent to exit our reseller businesses, we have reclassified $29.3 million and $79.9 million of goodwill, net, from our Property Intelligence and Risk Managements Solutions (“PIRM”) and Underwriting and Workflow Solutions (“UWS”) segments, respectively, to assets of discontinued operations as of September 30, 2020. See Note 1412 - ~~Discontinued~~Acquisitions ~~Operations.~~for Asdiscussion ~~part~~ of ~~the~~current ~~process~~year ~~of marketing the sale of these businesses, we updated our long-term projections and obtained indicative fair market values from potential participants~~acquisition. ~~The level of indicative values supported the net book value of the businesses being marketed and our remaining reporting units within continuing operations with no impairment.~~

See Note 12 - Acquisitions for discussion of current year acquisition and measurement period adjustments.

Note 4 – Other Intangible Assets, Net

Other intangible assets, net consists of the following:

September 30, 2020

December 31, 2019

March 31, 2021

December 31, 2020

(in thousands)

Gross

Accumulated Amortization

Net

Gross

Accumulated Amortization

Net

Client lists

~~640~~646,~~155~~539

(~~364~~386,~~295~~923)

~~275~~259,~~860~~616

~~645~~644,~~770~~000

(~~340~~377,~~168~~409)

~~305~~266,~~602~~591

Non-compete agreements

26,~~755~~903

(2022,~~233~~905)

63,~~522~~998

26,~~409~~763

(1621,~~249~~570)

105,~~160~~193

Tradenames and licenses

~~126~~128,~~913~~012

(7481,~~932~~400)

5146,~~981~~612

~~126~~127,~~405~~718

(6678,~~538~~581)

5949,~~867~~137

~~793~~801,~~823~~454

(~~459~~491,~~460~~228)

~~334~~310,~~363~~226

798,~~584~~481

(~~422~~477,~~955~~560)

~~375~~320,~~629~~921

Amortization expense for other intangible assets, net was $14.23 million ~~for both the three months ended September 30, 2020~~ and ~~2019, and~~ $4214.52 million ~~and $45.9 million~~ for the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019~~2020, respectively.

Impairment losses of $35.6 million were recorded for the nine months ended September 30, 2019. For the three months ended September 30, 2019, there were no impairments. For the three and nine months ended September 30, 2020, there were no impairments. See Note 6 - Fair Value for further discussion.11

12For the three months ended March 31, 2021 and 2020, there were no impairments.

Estimated amortization expense for other intangible assets, net is as follows:

(in thousands)
Remainder of 2020	$	14,294
Remainder of 2021	$	39,927
2021	53,770
2022	52,347
2022	51,953
2023	44,541
2023	43,642
2024	35,848
2024	37,303
2025	32,267
Thereafter	~~133~~105,~~401~~296
	$	~~334~~310,~~363~~226

Note 5 – Long-Term Debt

Our long-term debt consists of the following:

		September 30, 2020						December 31, 2019
		March 31, 2021						December 31, 2020
(in thousands)		Gross		Debt Issuance Costs		Net		Gross		Debt Issuance Costs		Net
Bank debt:
	Term loan facility borrowings due May 2024, weighted-average interest rate of 1.91% as of September 30, 2020	$	1,572,000	$	(12,242)	$	1,559,758	$	1,672,188	$	(14,868)	$	1,657,320
	Term loan facility borrowings due May 2024, weighted-average interest rate of 1.63% as of March 31, 2021	$	1,472,000	$	(10,555)	$	1,461,445	$	1,572,000	$	(11,431)	$	1,560,569
	Revolving line of credit borrowings due May 2024, weighted-average interest rate of 1.91% as of September 30, 2020	—		(5,342)		(5,342)		—		(6,425)		(6,425)
	Revolving line of credit borrowings due May 2024, weighted-average interest rate of 1.63% as of March 31, 2021	300,000		(4,570)		295,430		300,000		(4,930)		295,070
Notes:
	7.55% senior debentures due April 2028	9,531		(2423)		9,~~507~~508		9,~~524~~531		(2623)		9,~~498~~508
Other debt:
	Various debt instruments with maturities through March 2024	65,~~244~~832		—		65,~~244~~832		6,~~167~~086		—		6,~~167~~086
Total long-term debt		1,~~587~~787,~~775~~363		~~(17,608)~~$	(15,148)	1,~~570~~772,~~167~~215		1,~~687~~887,~~879~~617		(2116,~~319~~384)		1,~~666~~871,~~560~~233
Less current portion of long-term debt		219,~~382~~003		—		219,~~382~~003		5643,~~022~~230		—		5643,~~022~~230
Long-term debt, net of current portion		$	1,~~566~~778,~~393~~360	$	(1715,~~608~~148)	$	1,~~548~~763,~~785~~212	$	1,~~631~~844,~~857~~387	$	(2116,~~319~~384)	$	1,~~610~~828,~~538~~003

As of ~~September~~March 3031, ~~2020~~2021 and December 31, ~~2019~~2020, we recorded ~~less than~~ $0.15 million and $0.43 million, respectively, of accrued interest expense on our debt-related instruments within accounts payable and other accrued expenses.

Credit Agreement

In May 2019, we amended and restated our credit agreement (the “Credit Agreement”) with Bank of America, N.A., as the administrative agent, and other financial institutions. The Credit Agreement provides for a $1.8 billion 5-year term loan facility (the “Term Facility”), and a $750.0 million 5-year revolving credit facility (the “Revolving Facility”). The Term Facility matures, and the Revolving Facility expires, in May 2024. The Revolving Facility includes a $100.0 million multi-currency revolving sub-facility and a $50.0 million letter of credit sub-facility. The Credit Agreement also provides for the ability to increase the Term Facility and Revolving Facility by up to $300.0 million in the aggregate; however, the lenders are not obligated to do so. As of ~~September~~March 3031, ~~2020~~2021, we had a remaining borrowing capacity of $~~750~~450.0 million under the Revolving Facility and we were in compliance with all financial and restrictive covenants under the Credit Agreement.

Debt Issuance Costs

In connection with the amendment and restatement of the Credit Agreement, in May 2019, we incurred approximately $9.7 million of debt issuance costs of which $9.6 million were initially capitalized within long-term debt, net of current, in the accompanying condensed consolidated balance sheets. In addition, when we amended and restated the Credit Agreement, we wrote-off previously unamortized debt issuance costs of $1.5 million within gain/(loss) on investments and other, net, in the accompanying condensed consolidated statements of operations for the nine months ended September 30, 2019, which resulted

1312

inIn aaddition, ~~remaining~~when ~~$14.6~~we ~~million~~amended ofand restated the Credit Agreement, we wrote-off previously unamortized debt issuance costs of $1.5 Wemillion ~~are~~within ~~amortizing~~gain/(loss) ~~these~~on ~~costs~~investments ~~over~~and ~~the~~other, ~~term~~net, ofin the ~~Credit~~accompanying ~~Agreement.~~condensed ~~For~~consolidated ~~both~~statements ~~the~~of ~~three~~operations, ~~months~~which ~~ended~~resulted ~~September 30,~~in ~~2020~~a ~~and~~remaining ~~2019,~~ $114.26 million ~~was~~of ~~recognized~~previously inunamortized ~~the~~costs. ~~accompanying~~We ~~condensed~~are ~~consolidated~~amortizing ~~statements~~these ofcosts ~~operations~~over ~~related to~~ the ~~amortization~~term of ~~debt~~the ~~issuance~~Credit ~~costs~~Agreement. For the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019~~2020, $31.72 million ~~and $3.8 million, respectively,~~ were recognized in the accompanying condensed consolidated statements of operations related to the amortization of debt issuance costs.

7.55% Senior Debentures

In April 1998, we issued $100.0 million in aggregate principal amount of 7.55% senior debentures due 2028. The indentures governing these debentures, as amended, contain limited restrictions on us.

Interest Rate Swaps

We have entered into amortizing interest rate swaps (“Swaps”) in order to convert a portion of our interest rate exposure on the Term Facility floating rate borrowings from variable to fixed. Under the Swaps, we agree to exchange floating rate for fixed rate interest payments periodically over the life of the agreement. The floating rates in our Swaps are based on the one-month LIBOR. The notional balances, terms and maturities of our Swaps are designed to have the effect of fixing the rate of interest on at least 50% of the principal balance of our senior term debt.

As of ~~September~~March 3031, ~~2020~~2021, the Swaps have a combined remaining notional balance of $1.2 billion, a weighted average fixed interest rate of 2.4068% (rates range from 02.6661% to 2.98%), and scheduled terminations through December 2025. Notional balances under our Swaps are scheduled to increase and decrease based on our expectations of the level of variable rate debt to be in effect in future periods. Currently, we have scheduled notional amounts of approximately $1.2 billion through September 2021, then $1.1 billion ~~and~~through March 2022, $1.0 billion through August 2022, and ~~$496.8~~approximately ~~million and~~ $~~465~~500.0 million through December 2025. Approximate weighted average fixed interest rates for the aforementioned time periods are 2.5966%, 2.78%, and 2.77%, and 2.64%, respectively.

We have designated the Swaps as cash flow hedges. The estimated fair ~~values~~value of these cash flow hedges are recorded in prepaid expenses and other current assets and/or ~~other assets as well as~~ accounts payable and other accrued expenses, as well as other assets and/or other liabilities in the accompanying condensed consolidated balance sheets. As of ~~September~~March 3031, ~~2020~~2021, the estimated fair value of these cash flow hedges resulted in a liability of $8763.7 million, ofand ~~which~~an asset of $31.51 million ~~was recorded within accounts payable and other accrued expenses~~. As of December 31, ~~2019~~2020, the estimated fair value of these cash flow hedges resulted in ana ~~asset~~liability of $080.64 million ~~which was recorded within prepaid expenses~~ and ~~other~~an ~~current~~asset ~~assets,~~of asless ~~well~~than ~~as a liability of~~ $470.7 1 million ~~recorded within other liabilities~~.

Unrealized ~~gains~~gain of $713.93 million (net of $24.64 million in deferred taxes) and unrealized ~~losses~~loss of $836.19 million (net of $212.73 million in deferred taxes) for the three months ended ~~September~~March 3031, ~~2020~~2021 and 2019, respectively, were recognized in other comprehensive loss related to the Swaps. Unrealized losses of $30.5 million (net of $10.1 million in deferred taxes) and $41.4 million (net of $13.8 million in deferred taxes) for the nine months ended September 30, 2020 ~~and 2019~~, respectively, were recognized in other comprehensive loss related to the Swaps.

As a result of our Swap activity, for the three months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019~~2020, included within interest expense, on a pre-tax basis, we recognized interest expense of $76.1 6 million and ~~interest income of~~ $01.~~7 million, respectively. For the nine months ended September 30, 2020 and 2019, included within interest expense, on a pre-tax basis, we recognized interest expense of $14.~~3 million ~~and interest income of $4.0 million~~, respectively. Estimated net losses included in accumulated other comprehensive loss related to the Swaps as of ~~September~~March 3031, ~~2020~~2021, that will be reclassified into earnings as interest expense over the next 12 months, utilizing ~~September~~March 3031, ~~2020~~2021 LIBOR, is estimated to be $1630.0 7 million, on a pre-tax basis.

1413

Note 6 – Fair Value

Fair value is the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We utilize market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable.

The market approach is applied for recurring fair value measurements and endeavors to utilize the best available information. Accordingly, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Fair value balances are classified based on the observability of those inputs.

A fair value hierarchy prioritizes the inputs used to measure 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.

In estimating the fair value, we used the following methods and assumptions:

Cash and Cash Equivalents

For cash and cash equivalents, the carrying value is a reasonable estimate of fair value due to the short-term nature of the instruments.

Restricted Cash

Restricted cash is comprised of deposits that are pledged for various letters of credit/bank guarantees secured by us, escrow accounts due to acquisitions and divestitures, as well as short-term investments within our deferred compensation plan trust. We deem the carrying value to be a reasonable estimate of fair value due to the nature of these instruments.

Other Investments

Other investments are currently comprised of a minority equity investment in a foreign enterprise which we measure at cost and adjust to fair value on a quarterly basis when there are observable price changes in orderly transactions for the identical, or similar, investments. Changes in fair value are recorded within gain/(loss) on investments and other, net, in our condensed consolidated ~~statements~~statement of operations.

Contingent Consideration

The fair value of ~~our~~the contingent consideration was estimated using the Monte-Carlo simulation ~~model~~method, which relies on significant assumptions and estimates including discount rates and future market conditions, among others.

Long-Term Debt

The fair value of long-term debt was estimated based on the current rates available to us for similar debt of the same remaining maturities and consideration of our default and credit risk.

Swaps

The fair ~~values~~value of the Swaps ~~were~~was estimated based on market-value quotes received from the counterparties to the agreements adjusted for credit-risk.

The fair values of our financial instruments as of March 31, 2021 are presented in the following table:


(in thousands)	Fair Value Measurements Using
As of March 31, 2021	Level 1		Level 2		Level 3		Fair Value
Financial Assets:
Cash and cash equivalents	$	227,102	$	—	$	—	$	227,102
Restricted cash	8,683		1,681		—		10,364
Other investments	—		1,218		—		1,218
Total	$	235,785	$	2,899	$	—	$	238,684

Financial Liabilities:

Total debt	$	—	$	1,789,561	$	—	$	1,789,561
Total	$	—	$	1,789,561	$	—	$	1,789,561

Derivatives:
Asset for Swaps	$	—	$	1,064	$	—	$	1,064
Liability for Swaps	$	—	$	63,699	$	—	$	63,699

As of December 31, 2020
Financial Assets:
Cash and cash equivalents	$	167,422	$	—	$	—	$	167,422
Restricted cash	8,713		1,698		—		10,411
Other investments	—		3,523		—		3,523
Total	$	176,135	$	5,221	$	—	$	181,356

Financial Liabilities:

Total debt	$	—	$	1,889,812	$	—	$	1,889,812
Total	$	—	$	1,889,812	$	—	$	1,889,812

Derivatives:
Asset for Swaps	$	—	$	29	$	—	$	29
Liability for Swaps	$	—	$	80,426	$	—	$	80,426

In connection with the 2019 acquisition of National Tax Search, LLC (“NTS”), we entered into a contingent consideration agreement for up to $7.5 million in cash based upon certain revenue targets in fiscal years 2020 and 2021. This contingent consideration has been assessed with no fair value as of March 31, 2021 using the Monte-Carlo simulation model.

Due to observable price changes in an inactive market, we recorded a fair value adjustment of $2.3 million to lower the carrying amount of a minority equity investment for the three months ended March 31, 2021, which amount was recorded within gain/(loss) on investments and other, net, in our condensed consolidated statement of operations. No adjustments were necessary for the three months ended March 31, 2020.

The fair values of our financial instruments as of September 30, 2020 are presented in the following table:

(in thousands)	Fair Value Measurements Using
As of September 30, 2020	Level 1		Level 2		Level 3		Fair Value
Financial Assets:
Cash and cash equivalents	$	302,329	$	—	$	—	$	302,329
Restricted cash	8,719		1,785		—		10,504
Other investments	—		3,279		—		3,279
Total	$	311,048	$	5,064	$	—	$	316,112
Financial Liabilities:
Total debt	$	—	$	1,590,260	$	—	$	1,590,260
Total	$	—	$	1,590,260	$	—	$	1,590,260
Derivatives:
Liability for Swaps	$	—	$	87,725	$	—	$	87,725
As of December 31, 2019
Financial Assets:
Cash and cash equivalents	$	104,162	$	—	$	—	$	104,162
Restricted cash	9,791		726		—		10,517
Other investments	—		1,898		—		1,898
Total	$	113,953	$	2,624	$	—	$	116,577
Financial Liabilities:
Total debt	$	—	$	1,690,731	$	—	$	1,690,731
Total	$	—	$	1,690,731	$	—	$	1,690,731
Derivatives:
Asset for Swaps	$	—	$	572	$	—	$	572
Liability for Swaps	$	—	$	47,691	$	—	$	47,691

For the nine months ended September 30, 2020, we recorded non-cash impairment charges of $1.2 million in property and equipment, net, related to capitalized software within our UWS segment. For the nine months ended September 30, 2019, we recorded non-cash impairment charges of $35.6 million in other intangible assets, net, as well as $12.3 million in property and equipment, net. For both the three months ended September 30, 2020, and 2019, there were no impairments. Both impairments are due to ongoing business transformation activities of our appraisal management company within our UWS segment. The impairments within other intangible assets, net include $32.3 million for client lists and $3.3 million for licenses. The impairments within property and equipment, net relate to capitalized software. All impairments were derived using an undiscounted cash flow methodology.

In connection with the 2019 acquisition of National Tax Search, LLC (“NTS”), we entered into a contingent consideration agreement for up to $7.5 million in cash based upon certain revenue targets in fiscal years 2020 and 2021. This contingent consideration has been assessed with no fair value as of September 30, 2020 using the Monte-Carlo simulation model.

Due to observable price changes in an inactive market, in the first half of 2019, we recorded a combined unfavorable fair value adjustment of $6.6 million to a minority equity investment, which was recorded within gain/(loss) on investments and other, net in our condensed consolidated statement of operations for the nine months ended September 30, 2019. No adjustments were necessary for the three and nine months ended September 30, 2020.

In connection with certain acquisitions in 2017 related to our discontinued operations, we entered into contingent consideration agreements for up to $17.5 million in cash by 2022 upon the achievement of certain revenue targets ending in fiscal year 2021. This contingent payment was originally recorded at a fair value of $4.4 million using the Monte-Carlo simulation model. The contingent payments are remeasured at fair value quarterly, and changes are recorded within income/(loss) from discontinued operations, net of tax, in our condensed consolidated statements of operations. During the three months ended September 30, 2020 we decreased the fair value of our contingent consideration by $1.2 million and recorded the gain in our condensed consolidated statements of operations. During the three months ended September 30, 2019, there were no adjustments to our contingent consideration. During the nine months ended September 30, 2020 and 2019, we decreased the fair value of our contingent consideration by $3.8 million and $0.2 million, respectively, and recorded the gain in our condensed consolidated statements of operations.

Note 7 – Operating Revenues

Operating revenues by solution type consist of the following:

(in thousands)	PIRM		UWS		Corporate and Eliminations		Consolidated
For the Three Months Ended September 30, 2020
For the Three Months Ended March 31, 2021
Property insights	$	~~126~~130,~~325~~234	$	—	$	—	$	~~126~~130,~~325~~234
Insurance and spatial solutions	4944,~~923~~978		—		—		4944,~~923~~978
Flood data solutions	—		3431,~~351~~602		—		3431,~~351~~602
Valuation solutions	—		5862,~~434~~219		—		5862,~~434~~219
Property tax solutions	—		~~166~~153,~~858~~105		—		~~166~~153,~~858~~105
Other	—		32,~~699~~395		(21,~~863~~748)		~~836~~647
Total operating revenue	$	~~176~~175,~~248~~212	$	~~263~~249,~~342~~321	$	(21,~~863~~748)	$	~~436~~422,~~727~~785
For the Three Months Ended September 30, 2019
For the Three Months Ended March 31, 2020
Property insights	$	~~120~~115,~~340~~496	$	—	$	—	$	~~120~~115,~~340~~496
Insurance and spatial solutions	4846,~~739~~840		—		—		4846,~~739~~840
Flood data solutions	—		2227,~~983~~603		—		2227,~~983~~603
Valuation solutions	—		7761,~~426~~247		—		7761,~~426~~247
Property tax solutions	—		~~103~~101,~~671~~991		—		~~103~~101,~~671~~991
Other	—		53,~~058~~653		(23,~~646~~910)		~~2,412~~(257)
Total operating revenue	$	~~169~~162,~~079~~336	$	~~209~~194,~~138~~494	$	(23,~~646~~910)	$	~~375~~352,~~571~~920
For the Nine Months Ended September 30, 2020
Property insights	$	359,175	$	—	$	—	$	359,175
Insurance and spatial solutions	145,204		—		—		145,204
Flood data services	—		91,931		—		91,931
Valuation solutions	—		182,637		—		182,637
Property tax solutions	—		394,799		—		394,799
Other	—		11,088		(10,101)		987
Total operating revenue	$	504,379	$	680,455	$	(10,101)	$	1,174,733
For the Nine Months Ended September 30, 2019
Property insights	$	359,278	$	—	$	—	$	359,278
Insurance and spatial solutions	142,576		—		—		142,576
Flood data services	—		61,572		—		61,572
Valuation solutions	—		230,891		—		230,891
Property tax solutions	—		282,724		—		282,724
Other	—		17,988		(6,997)		10,991
Total operating revenue	$	501,854	$	593,175	$	(6,997)	$	1,088,032

Property Insights

Our property insights solutions combine our patented predictive analytics with our proprietary and contributed data to enable our clients to improve customer acquisition and retention, detect and prevent fraud, improve mortgage transaction cycle time and cost efficiency, identify real estate trends and neighborhood characteristics, track market performance, and increase market share. Our data is comprised of real estate information, incorporating crime, site inspection, neighborhood, document images, and other information from proprietary sources. We also offer verification of applicant income, identity and employment services. We typically license data in one of two forms: bulk data licensing and transactional licensing. Operating revenue for bulk data licensing contracts that provide a stand-ready obligation or include substantive updates to the intellectual property which is recognized ratably over the contractual term; otherwise, operating revenue is recognized upon delivery. For transactional licensing, we recognize operating revenue based on usage.

Insurance and Spatial Solutions

Our insurance and spatial solutions provide originators and property and casualty insurers the ability to more effectively locate, assess and manage property-level assets and risks through location-based data and analytics. We also provide cloud-based property claims workflow technology for property and casualty insurers. The licensed intellectual property data is generally provided to our clients on a subscription or usage basis. For subscription contracts, operating revenue is recognized ratably over the contractual term once initial delivery has occurred. For contracts to provide a license to data which is delivered via report or data file, operating revenue is recognized when the client obtains control of the products, which is upon delivery.

Property Tax Solutions

Our property tax solutions are built from aggregated property tax information from over 20,000 taxing authorities. We use this information to advise mortgage lenders and servicers of the property tax payment status of loans in their portfolio and to monitor that status over the life of the loans. If a mortgage lender or servicer requires tax payments to be impounded on behalf of its borrowers, we can also facilitate the transfer of these funds to the taxing authorities and provide the lender or servicer with payment confirmation. Property tax processing revenues are primarily comprised of periodic loan fees and life-of-loan fees. For periodic fee arrangements, we generate monthly fees at a contracted rate for as long as we service the loan. For life-of-loan fee arrangements, we charge a one-time fee when the loan is set-up in our tax servicing system. Life-of-loan fees are deferred and recognized ratably over the expected service period of 10 years and adjusted for early loan cancellation. Revenue recognition rates of loan portfolios are regularly analyzed and adjusted monthly to reflect current trends.

Life-of-loan fees are deferred and recognized ratably over the expected service period of 10 years and adjusted for early loan cancellation. Revenue recognition rates of loan portfolios are regularly analyzed and adjusted monthly to reflect current trends.

Valuation Solutions

Our valuation solutions represent property valuation-related data driven services and analytics combined with collateral valuation workflow technologies which assist our clients in assessing risk of loss using both traditional and alternative forms of property valuation, driving process efficiencies as well as ensuring compliance with lender and governmental regulations. We provide collateral information technology and solutions that automate property appraisal ordering, tracking, documentation and review for lender compliance with government regulations. Revenue for the property appraisal service is recognized when the appraisal service is performed and delivered to the client. In addition, to the extent that we provide continuous access to the hosted software platform, we recognize operating revenue over the term of the arrangement.

Flood Data Solutions

Our flood data solutions provide flood zone determinations primarily to mortgage lenders in accordance with US Federal legislation passed in 1994, which requires that most lenders obtain a determination of the current flood zone status at the time each loan is originated and obtain applicable updates during the life of the loan if contracted to do so. We also provide flood zone determinations to insurance companies. We generally recognize operating revenue upon delivery of the initial determination. If contracted for life of loan monitoring, we recognize operating revenue over the estimated service period, as adjusted for early loan cancellation.

Contract Costs

Incremental costs to obtain or fulfill client contracts are recognized as an asset. As of ~~September~~March 3031, ~~2020~~2021, we had $1314.08 million of current deferred contract costs which are presented in prepaid expenses and other current assets, as well as $2324.42 million of long-term deferred contract costs which are presented in other assets in our condensed consolidated balance sheet. As of December 31, ~~2019~~2020, we had $913.82 million of current deferred contract costs which are presented in prepaid expenses and other current assets as well as $2324.12 million of long-term deferred contract costs which are presented in other assets in our condensed consolidated balance sheet. Our deferred contract costs primarily include certain set-up and acquisition costs related to property tax solutions, which amortize ratably over an expected 10-year life, adjusted for early loan cancellations. For the three months ended March 31, 2021 and 2020, we recorded amortization associated with deferred contract costs of $5.3 million and $3.7 million, respectively.

consolidated balance sheet. Our deferred contract costs primarily include certain set-up and acquisition costs related to property tax solutions, which amortize ratably over an expected 10-year life, adjusted for early loan cancellations. For the three months ended September 30, 2020 and 2019, we recorded amortization associated with deferred contract costs of $5.6 million and $3.4 million, respectively, and $13.9 million and $9.8 million, respectively, for the nine months ended September 30, 2020 and 2019.

Contract Liabilities

We record a contract liability when amounts are invoiced, which is generally prior to the satisfaction of the performance obligation. For property tax solutions, we invoice upfront fees to clients for services to be performed over time. For property insights and insurance and spatial solutions we invoice quarterly and annually, commencing upon execution of the contracts or at the beginning of the license term, as applicable.

As of ~~September~~March 3031, ~~2020~~2021, we had $~~986~~1.91 ~~million~~billion in contract liabilities compared to $~~883~~1.80 ~~million~~billion as of December 31, ~~2019~~2020. The overall change of $~~103~~80.10 million in contract liability balances is primarily due to $~~632~~281.43 million of new deferred billings in the current year, partially offset by $~~530~~201.2 million of operating revenue recognized, of which $~~292~~112.8 million related to contracts previously deferred, and other ~~increases~~decreases of $0.91 million.

Remaining Performance Obligations

The majority of our arrangements are between ~~one~~1 and ~~three~~3 years with a significant portion being one year or less. For the remaining population of non-cancellable and fixed arrangements greater than one year, as of ~~September~~March 3031, ~~2020~~2021 we had $1.23 billion of remaining performance obligations. We expect to recognize approximately 1130% percent of this remaining revenue backlog in ~~2020~~2021, 3124% in ~~2021~~2022, 2116% in ~~2022~~2023 and 3730% thereafter. See further discussion of performance obligations in Note 1 - Basis for Condensed Consolidated Financial Statements.

Note 8 – 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 share-based instruments such as RSUs, 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.

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 common stock on the date of grant and is recognized as compensation expense over its vesting period.

Restricted Stock Units

For the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019~~2020, we awarded ~~777~~188,~~139~~475 and ~~640~~552,~~339~~262 RSUs, respectively, with an estimated grant-date fair value of $2815.80 million and $2317.56 million, respectively. The RSU awards will vest ratably over 3 years. RSU activity for the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021 is as follows:

	Number of Shares	Weighted-AverageGrant-Date Fair Value
(in thousands, except weighted-average fair value prices)
Unvested RSUs outstanding at December 31, 2019	1,032	$	39.84
Unvested RSUs outstanding at December 31, 2020	1,194	$	38.01
RSUs granted	~~777~~188	$	3779.1055
RSUs vested	(~~524~~429)	$	4036.5189
RSUs forfeited	(4710)	$	3642.5352
Unvested RSUs outstanding at September 30, 2020	1,238	$	37.98
Unvested RSUs outstanding at March 31, 2021	943	$	46.57

As of ~~September~~March 3031, ~~2020~~2021, there was $2928.79 million of total unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a weighted-average period of 12.71 years. The fair value of RSU awards is based on the market value of our common stock on the date of grant.

Performance-Based Restricted Stock Units

For the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019~~2020, we awarded ~~321~~66,~~014~~448 and ~~203~~181,~~464~~365 PBRSUs, respectively, with an estimated grant-date fair value of $135.0 4 million and $76.5 8 million, respectively. These awards are generally subject to service-based, performance-based, and market-based vesting conditions. In addition, we granted 227,781 and 111,488 as of March 31, 2021 and 2020, respectively, for changes in performance expectations under the corresponding plans.

The service and performance period for the ~~2020~~2021 PBRSU grants is from January ~~2020~~2021 to December ~~2022~~2023 and the performance metric is adjusted earnings per share, subject to modification based on relative total stockholder return, a market-based vesting condition. The performance and service period for the ~~2019~~2020 PBRSUs is from January ~~2019~~2020 to December ~~2021~~2022 and the performance metric is adjusted earnings per share, subject to modification based on relative total stockholder return, a market-based vesting condition.

The fair value of PBRSU awards are based on the market value of our common stock on the date of grant. For PBRSUs with market-based vesting conditions, we also use the Monte-Carlo simulation with the following weighted-average assumptions:

	For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2020		2019
	2021		2020
Expected dividend yield (1)	—	%	—	%
Risk-free interest rate (2)	0.6055	%	20.4460	%
Expected volatility (3)	3233.5392	%	2832.2453	%
Average total stockholder return (3)	(2118.4749)	%	17(21.1547)	%
(1) Since PBRSU participants are credited with dividend equivalent shares when dividends are paid, 0.00% was used in the Monte-Carlo simulation which is mathematically equivalent to paying dividend equivalents upon vesting. Please see Note 1 - Basis for Condensed Consolidated Financial Statements for further information regarding dividends.(2) The risk-free interest rate for the periods within the contractual term of the PBRSUs is based on the US Treasury yield curve in effect at the time of the grant.(3) 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.

Additionally, within our outstanding unvested PBRSUs shown in the table below, there are prior year grants which do not include market-based conditions, but instead have adjusted EBITDA margin or organic revenue growth rate as the performance metric.

PBRSU activity for the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021 is as follows:

	Number of Shares	Weighted-AverageGrant-Date Fair Value
(in thousands, except weighted-average fair value prices)
Unvested PBRSUs outstanding at December 31, 2019	636	$	42.62
Unvested PBRSUs outstanding at December 31, 2020	671	$	41.89
PBRSUs granted	321	$	40.64
PBRSUs granted due to change in units based on performance expectations	228
PBRSUs vested	(184)	$	39.50
PBRSUs granted	66	$	80.93
PBRSUs forfeited	(29)	$	44.77
PBRSUs vested	(258)	$	46.04
Unvested PBRSUs outstanding at September 30, 2020	744	$	42.58
PBRSUs forfeited	(12)	$	36.32
Unvested PBRSUs outstanding at March 31, 2021	695	$	44.03

As of ~~September~~March 3031, ~~2020~~2021, there was $2017.1 million of total unrecognized compensation cost related to unvested PBRSUs that is expected to be recognized over a weighted-average period of 1.79 years.

Stock Options

Prior to 2015, we issued stock options as incentive compensation for certain employees. Option activity for the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021 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, 2020	158	$	27.26
Options exercised	—	$	—
Options outstanding at March 31, 2021	158	$	27.26	0.0	$	8,221

(in thousands, except weighted-average price)	Number ofShares	Weighted-AverageExercise Price		Weighted-AverageRemainingContractual Term	AggregateIntrinsicValue
Options outstanding at December 31, 2019	479	$	19.59
Options exercised	(82)	$	18.34
Options outstanding at September 30, 2020	397	$	19.84	1.9	$	19,024

As of March 31, 2021, there was no unrecognized compensation cost related to unvested stock options.

AsThere were no options exercised during the three months ended March 31, 2021. The intrinsic value of ~~September~~options exercised was $0.3 million for the three months ended March 3031, 2020,. ~~there~~This ~~was~~intrinsic novalue ~~unrecognized~~represents ~~compensation~~the ~~cost~~difference ~~related~~between tothe ~~unvested~~fair market value of our common stock ~~options~~on the date of exercise and the exercise price of each option.

The intrinsic value of options exercised was $2.9 million and $1.4 million for the nine months ended September 30, 2020 and 2019, 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 recognize 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 nine~~ months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019~~2020:

	For the Three Months Ended				For the Nine Months Ended
(in thousands)	2021		2020
	September 30,				September 30,
RSUs	$	6,993	$	5,687
(in thousands)	2020		2019		2020		2019
PBRSUs	1,920		1,575
RSUs	$	6,378	$	4,521	$	17,446	$	17,063
Stock options	—		—
PBRSUs	5,468		3,893		14,264		7,390
Employee stock purchase plan	720		699
Stock options	—		—		—		—
	$	9,633	$	7,961
Employee stock purchase plan	700		392		2,188		1,565
	$	12,546	$	8,806	$	33,898	$	26,018

The table above includes $1.1 million and $0.5 million of share-based compensation expense within cost of services in the accompanying condensed consolidated statements of operations for the three months ended September 30, 2020 and 2019, respectively, and $2.2 million and $1.7 million for the nine months ended September 30, 2020 and 2019, respectively. Additionally, we recognized $0.3 million of share-based compensation expense for both the three months ended September 30, 2020 and 2019, and $0.8 million for both the nine months ended September 30, 2020 and 2019, reported within income/(loss) from discontinued operations.19

The table above includes $1.0 million and $0.5 million of share-based compensation expense within cost of services in the accompanying condensed consolidated statements of operations for the three months ended March 31, 2021 and 2020.

Note 9 – Litigation and Regulatory Contingencies

We have been named in various lawsuits and we are from time to time subject to audit or investigation by governmental agencies arising in the ordinary course of business.

~~With~~On ~~respect~~March to5, ~~matters~~2021, ~~where~~a wepurported ~~determine~~stockholder ~~that~~of CoreLogic filed a ~~loss~~complaint isin ~~both~~the ~~probable~~United ~~and~~States ~~reasonably~~District ~~estimable~~Court for the Southern District of New York, wecaptioned ~~record~~Stein av. ~~liability~~CoreLogic, ~~representing~~Inc., ~~our~~et ~~best~~al., ~~estimate~~Case No. 1:21-cv-01948 (referred to as the “Stein Complaint”), naming as defendants CoreLogic and each member of the ~~financial~~Board. The ~~exposure~~Stein ~~based~~Complaint was voluntarily dismissed on ~~known~~April ~~facts~~20, 2021. On ~~For~~March ~~matters~~15, ~~where~~2021, a ~~settlement~~purported ~~has~~stockholder ~~been~~of ~~reached,~~CoreLogic wefiled ~~record~~a complaint in the ~~expected~~United ~~amount~~States District Court for the District of ~~such~~Colorado, ~~settlements~~captioned Morse v. ~~With~~CoreLogic, ~~respect~~Inc., toet ~~audits~~al., ~~investigations~~Case orNo. ~~lawsuits~~1:21-cv-00770 ~~that~~(referred ~~are~~to ~~ongoing~~as the “Morse Complaint”), ~~although~~naming ~~their~~as ~~final~~defendants ~~dispositions~~CoreLogic ~~are~~and ~~not~~each ~~yet~~member ~~determinable~~of the Board. The Morse Complaint was voluntarily dismissed on April 20, we2021. On doMarch ~~not~~29, ~~believe~~2021, ~~that~~a purported stockholder of CoreLogic filed a complaint in the ~~ultimate~~United ~~resolution~~States District Court for the Central District of ~~such~~California, ~~matters~~captioned Morgan v. CoreLogic, ~~either~~Inc., ~~individually~~et oral., inCase No. 8:21-cv-00581 (referred to as the ~~aggregate~~“Morgan Complaint”), ~~will~~naming ~~have~~as adefendants ~~material~~CoreLogic ~~adverse~~and ~~effect~~each member of the Board. The Morgan Complaint was voluntarily dismissed on ~~our~~April ~~financial~~29, ~~condition~~2021. On March 30, ~~results~~2021, a purported stockholder of ~~operations~~CoreLogic orfiled ~~cash~~a ~~flows~~complaint in the United States District Court for the District of Delaware, captioned Kent v. ~~The~~CoreLogic, ~~ability~~Inc. et al., Case No. 1:21-cv-00473 (referred to ~~predict~~as the ~~ultimate~~“Kent ~~outcome~~Complaint”), naming as defendants CoreLogic and each member of ~~such~~the ~~matters~~Board. The ~~involves~~Kent ~~judgments~~Complaint was voluntarily dismissed on April 29, ~~estimates~~2021. On ~~and~~March ~~inherent~~31, ~~uncertainties~~2021, a purported stockholder of CoreLogic filed a complaint in the United States District Court for the Eastern District of Pennsylvania, captioned Justice v. ~~The~~CoreLogic, ~~actual~~Inc., ~~outcome~~et al., Case No. 2:21-cv-01542 (referred to as the “Justice Complaint”), naming as defendants CoreLogic and each member of ~~such~~the ~~matters~~Board. The ~~could~~Justice ~~differ~~Complaint ~~materially~~was ~~from~~voluntarily ~~management’s~~dismissed ~~estimates~~on May 3, 2021. On WeApril ~~record~~7, ~~expenses~~2021, a purported stockholder of CoreLogic filed a complaint in the United States District Court for ~~legal~~the ~~fees~~Southern asDistrict ~~incurred~~of New York, captioned Sangster v. AsCoreLogic, Inc., et al., Case No. 1:21-cv-02982 (referred to as the “Sangster Complaint”), naming as defendants CoreLogic and each member of ~~September 30~~the Board. The Sangster Complaint was voluntarily dismissed on April 29, ~~2020~~2021. On ~~our~~April ~~accrual~~7, 2021, a purported stockholder of CoreLogic filed a complaint in the United States District Court for ~~litigation~~the Eastern District of New York, captioned Carlson v. CoreLogic, Inc., et al., Case No. 1:21-cv-01879 (referred to as the “Carlson Complaint” and, ~~regulatory~~together ~~contingencies~~with ~~was~~the ~~immaterial~~Stein Complaint, the Morse Complaint, the Morgan Complaint, the Kent Complaint, the Justice Complaint and the Sangster Complaint, the “Complaints”), naming as defendants CoreLogic and each member of the Board.

22The Complaints allege, among other things, that the defendants violated Section 14(a) and Section 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 14a-9 promulgated thereunder. Specifically, one or more of the Complaints allege that the proxy statement filed by CoreLogic with the SEC on March 1, 2021 in connection with the Merger contains materially incomplete and misleading information concerning the Company’s financial forecasts, the financial analyses conducted by Evercore in support of its fairness opinion, services previously provided by Evercore to CoreLogic and/or Parent, the scope and terms of the non-disclosure agreements entered into between CoreLogic and potential bidders in connection with a potential strategic transaction involving CoreLogic and potential conflicts of interests of certain insiders of CoreLogic. The relief sought in one or more of the Complaints includes enjoining the consummation of the Merger unless and until the defendants disclose certain allegedly material information, rescinding, to the extent already implemented, the Merger Agreement or any of the terms thereof, granting rescissory damages, directing the defendants to disseminate a proxy statement that does not contain any untrue statements of material fact and that states all required or necessary material facts, directing the defendants to account for all alleged damages suffered as a result of the defendants’ alleged wrongdoing, declaring that defendants violated Sections 14(a) and/or 20(a) of the Exchange Act as well as Rule 14a-9 promulgated thereunder, and awarding the plaintiffs their respective costs and disbursements, including reasonable attorneys’ and expert fees and expenses. CoreLogic believes that the Complaints were (and, in the case of the Carlson Complaint, is) without merit.

~~Fair~~On ~~Credit~~April ~~Reporting~~27, ~~Act~~2021, ~~Class~~a ~~Actions~~purported stockholder of CoreLogic filed in the Delaware Court of Chancery a complaint seeking to compel inspection of certain of CoreLogic’s books and records under 8 Del. C. § 220, captioned Teamsters Local 677 Health Services & Insurance Plan v. CoreLogic, Inc., C.A. No. 2021-0360-JTL, which names CoreLogic as the defendant.

InWith ~~July~~respect ~~2017,~~to ~~Rental~~matters ~~Property~~where ~~Solutions,~~we ~~LLC~~determine ~~(“RPS”)~~that ~~was named as~~ a ~~defendant~~loss inis ~~Claudinne~~both ~~Feliciano,~~probable ~~et.~~and ~~al.,~~reasonably ~~v. CoreLogic SafeRent~~estimable, ~~LLC,~~we record a ~~putative~~liability ~~class~~representing ~~action~~our ~~lawsuit~~best inestimate ~~the~~of ~~US District Court for~~ the ~~Southern~~financial ~~District~~exposure ofbased ~~New~~on ~~York~~known facts. ~~The~~For ~~named~~matters ~~plaintiff~~where ~~alleges that RPS prepared~~ a ~~background~~settlement ~~screening~~has ~~report~~been ~~about~~reached, ~~her~~we ~~that contained a~~ record ~~of a New York Housing Court action without noting that~~ the ~~action~~expected ~~had~~amount ~~previously~~of ~~been~~such ~~dismissed~~settlements. OnWith ~~this~~respect ~~basis~~to audits, ~~she~~investigations ~~seeks~~or ~~damages~~lawsuits ~~under~~that ~~the~~are ~~Fair~~ongoing, ~~Credit~~although ~~Reporting~~their ~~Act~~final ~~and~~dispositions ~~the~~are ~~New~~not ~~York~~yet ~~Fair~~determinable, ~~Credit~~we ~~Reporting~~do ~~Act~~not onbelieve ~~behalf~~that ofthe ~~herself~~ultimate ~~and~~resolution ~~a class~~ of ~~similarly~~such ~~situated~~matters, ~~consumers~~either ~~with~~individually ~~respect~~or toin ~~reports issued during~~ the ~~period of July 2015 to the present. In July 2019~~aggregate, ~~the~~will ~~District~~have ~~Court issued an order certifying~~ a ~~class~~material ofadverse ~~approximately~~effect ~~2,000~~on ~~consumers.~~our Infinancial ~~June 2020~~condition, weresults ~~reached~~of anoperations ~~agreement~~or tocash ~~resolve the case~~flows. The ~~settlement~~ability ~~has~~to ~~been~~predict ~~preliminarily approved by~~ the ~~District~~ultimate ~~Court,~~outcome ~~and~~of asuch ~~final~~matters ~~approval~~involves ~~hearing is scheduled for February 23~~judgments, ~~2021.~~estimates ~~The~~and ~~settlement~~inherent ~~amount was recorded during the quarter ended June 30, 2020~~uncertainties.

In May 2020, Rental Property Solutions, LLC (“RPS”) was named as a defendant in Terry Brown v. CoreLogic Rental Property Solutions, LLC, a putative class action lawsuit filed in the US District Court for the Eastern District of Virginia. The named plaintiff alleges that RPS prepared a background screening report about him that included a sex offender record that did not relate to him. He seeks damages under the Fair Credit Reporting Act on behalf of himself and a class of similarly situated consumers, as well as a subclass of consumers for whom misattributed sex offender records were removed following a dispute. The Company intends to vigorously defend itself in the litigation.20

In June 2020, CoreLogic Credco, LLC (“Credco”) was named as a defendant in Marco Fernandez v. CoreLogic Credco, LLC, a putative class action lawsuit filed in California Superior Court in San Diego County. The ~~named~~actual ~~plaintiff~~outcome ~~alleges~~of ~~that~~such ~~Credco~~matters ~~provided~~could adiffer ~~lender~~materially ~~with~~from ~~a consumer report about him that erroneously indicated he is on the Office of Foreign Asset Control~~management’s ~~list~~estimates. ofWe ~~Specially~~record ~~Designated~~expenses ~~Nationals~~for ~~and~~legal ~~Blocked~~fees ~~Persons~~as ~~(“OFAC List”)~~incurred. HeAs ~~further alleges that Credco failed to provide him with a copy~~ of ~~the OFAC List designation upon request~~March 31, ~~failed~~2021 toour ~~notify~~accrual him of what entities had received such a notification in the past, and failed to respond to his effort to dispute the item. He seeks to represent three classes and four subclasses based upon these allegations, and asserts seven claims under the Fair Credit Reporting Act, the California Credit Reporting Agencies Act, and California’s Unfair Competition law. The Company has removed the case to the US District Court for ~~the~~litigation ~~Southern District of California,~~ and ~~intends~~regulatory tocontingencies ~~vigorously~~was ~~defend itself in the litigation~~immaterial.

~~Separation~~See Note 14 - Discontinued Operations for additional information on litigation matters within RPS and CS.

Following the separation of the financial services businesses of our predecessor company, The First American Corporation (“FAC”) on June 1, 2010 (the “Separation”), we are responsible for a portion of First American Financial Corporation's ("FAFC") contingent and other corporate liabilities. In the Separation and Distribution Agreement we entered into in connection with the Separation, we agreed with FAFC to share equally in the cost of resolution of a small number of corporate-level lawsuits, including certain consolidated securities litigation matters from which we have since been dropped. There were no liabilities incurred in connection with the consolidated securities matters. Responsibility to manage each case has been assigned to either FAFC or us, with the managing party required to update the other party regularly and consult with each other prior to certain important decisions, such as settlement. The managing party will also have primary responsibility for determining the ultimate total liability, if any, related to the applicable case. We will record our share of any such liability when the responsible party determines a reserve is necessary. As of September 30, 2020, no reserves were considered necessary.

In addition, the Separation and Distribution Agreement provides for cross-indemnities principally designed to place financial responsibility for the obligations and liabilities of FAC's financial services business with FAFC, and financial responsibility for the obligations and liabilities of FAC's information solutions business with us. Specifically, each party will, and will cause its subsidiaries and affiliates to, indemnify, defend and hold harmless the other party, its respective affiliates and subsidiaries and each of its respective officers, directors, employees and agents for any losses arising out of or otherwise in connection with the liabilities each such party assumed or retained pursuant to the Separation.

Note 10 – Income Taxes

The effective income tax rate for income taxes as a percentage of income from continuing operations before equity in earnings of affiliates and income taxes was ~~a benefit of 10~~19.49% and ~~and provision of 27~~29.12% for the three months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019, respectively, and a provision of 10.0% and a benefit of 718.7% for the nine months ended September 30,~~ 2020 ~~and 2019~~, respectively.

~~During~~For the ~~quarter~~three months ended ~~September 30~~March 31, ~~2020~~2021, ~~the~~when ~~Internal~~compared ~~Revenue~~to ~~Service~~the ~~("IRS")~~same ~~concluded~~period ~~their~~for ~~examination~~2020, ofthe ~~our~~decrease ~~2010~~in tothe ~~2012~~effective income tax ~~returns~~rate ~~resulting~~was inprimarily ~~the~~due ~~recognition~~to ~~of a discrete~~ tax ~~benefit~~benefits ofrecorded ~~approximately~~in ~~$24 million,~~2021 ~~inclusive~~related ofto ~~anticipated~~share-based ~~interest and state taxes~~compensation.

23We are currently under examination for the tax year 2016 by the Internal Revenue Service, our primary taxing authority, and for other years by various other taxing authorities. It is reasonably possible the amount of our unrecognized tax benefits as well as valuation allowance, with respect to certain tax attributes, could be significantly impacted which would have an impact on net income. In the next 12 months, we expect expirations of statutes of limitations on reserves of approximately $0.5 million.

For the three months ended September 30, 2020, when compared to the same period for 2019, the change in the effective income tax rate was primarily due to the benefit recorded in relation to the settlement of the IRS examination in 2020. For the nine months ended September 30, 2020, when compared to the same period for 2019, the change in the effective income tax rate was primarily due to the benefit recorded in relation to the settlement of the IRS examination in 2020 as compared to a smaller nonrecurring benefit recorded in 2019 related to the reversal of state tax reserves. 21

We are currently under examination for the year 2016 by the IRS, our primary taxing authority, and for other years by various other taxing authorities. It is reasonably possible the amount of the unrecognized benefits could be significantly impacted which would have an impact on net income.

Note 11 – Earnings Per Share

The following is a reconciliation of net income per share:

	For the Three Months Ended September 30,				For the Nine Months Ended Sep 30,
	For the Three Months Ended March 31,
	2020		2019		2020		2019
	2021		2020
(in thousands, except per share amounts)
Numerator for basic and diluted net income per share:
Net income from continuing operations	$	~~102~~54,~~467~~943	$	3124,~~668~~284	$	~~177,820~~	$	~~8,225~~
Income/(loss) from discontinued operations, net of tax	10,679		(8,485)		28,149		11,073
Income from discontinued operations, net of tax	3,907		9,535
Net income	$	113,146	$	23,183	$	205,969	$	19,298
Loss from sale of discontinued operations, net of tax	(5,288)		—
Net income	$	53,562	$	33,819
Denominator:
Weighted-average shares for basic income/(loss) per share	79,467		79,761		79,300		80,138
Weighted-average shares for basic income per share	73,228		79,028
Dilutive effect of stock options and RSUs	1,~~935~~907		1,~~153~~497		~~1,836~~		~~1,067~~
Weighted-average shares for diluted income/(loss) per share	81,402		80,914		81,136		81,205
Weighted-average shares for diluted income per share	75,135		80,525
Income/(loss) per share
Income per share
Basic:
Net income from continuing operations	$	10.2975	$	0.4031	$	~~2.24~~	$	~~0.10~~
Income/(loss) from discontinued operations, net of tax	0.13		(0.11)		0.35		0.14
Income from discontinued operations, net of tax	0.05		0.12
Net income	$	1.42	$	0.29	$	2.59	$	0.24
Loss from sale of discontinued operations, net of tax	(0.07)		—
Net income	$	0.73	$	0.43
Diluted:
Net income from continuing operations	$	10.2673	$	0.3930	$	~~2.19~~	$	~~0.10~~
Income/(loss) from discontinued operations, net of tax	0.13		(0.10)		0.35		0.14
Income from discontinued operations, net of tax	0.05		0.12
Net income	$	1.39	$	0.29	$	2.54	$	0.24
Loss from sale of discontinued operations, net of tax	(0.07)		—
Net income	$	0.71	$	0.42

The dilutive effect of share-based compensation awards has been calculated using the treasury-stock method. For both the three ~~and nine~~ months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019~~2020, an aggregate of ~~less~~approximately ~~than~~ 0.1 million of RSUs and PBRSUs were excluded from the weighted-average diluted common shares outstanding due to their anti-dilutive effect.

2422

Note 12 – Acquisitions

In ~~January~~March ~~2020~~2021, we acquired ~~the~~100% ~~remaining~~of ~~66%~~the shares of ~~Location~~ehouse Limited ("ehouse") for £6.9 million or approximately $119.57 million, subject to certain working capital adjustments. ~~Location~~ehouse isdelivers a ~~leading~~full ~~provider~~range of ~~geographic~~marketing ~~location~~services ~~indicators~~in ~~for~~the ~~crime~~residential, commercial and ~~non-weather~~leisure ~~related~~real ~~events~~estate ~~connected to underwriting risk assessment~~sectors. ~~This~~ehouse ~~acquisition further progresses our long-term strategic plan by adding scale to our insurance and spatial businesses. Location~~ is included as a component of our PIRM segment. The purchase price was allocated to the assets acquired and liabilities assumed using a variety of valuation techniques including discounted cash flow analysis, which included significant ~~unobservable~~observable inputs. We have preliminarily recorded ~~proprietary technology of~~ $61.03 million ~~with~~in anproprietary ~~estimated~~technology ~~useful~~and ~~life~~$3.1 million offor ~~10 years,~~ client lists ofeach ~~$0.3 million~~ with an estimated useful life of 59 years,. ~~trademarks~~We have also preliminarily recorded tradenames of $0.84 million with an estimated useful life of 810 years, ~~non-compete~~noncompete agreements of $0.41 million with an estimated useful life of 52 years, ~~and~~deferred ~~goodwill~~tax liabilities of $~~12.6 million. For the nine months ended September 30, 2020, goodwill increased by $~~0.39 million asand a result of a change in the purchase price allocation for certain working capital adjustments. In connection with this acquisition, we remeasured our then-existing 34% investment ownership in Location which resulted in a $04.6 million ~~step-up gain that we recorded within gain/(loss) on investments and other, net,~~ in ~~our condensed consolidated statement of operations for the nine months ended September 30, 2020~~goodwill.

In ~~August~~January ~~2019~~2020, we ~~completed~~acquired the ~~acquisition~~remaining 66% of ~~NTS~~Location for $1511.05 million, subject to certain working capital adjustments~~, and up to $7~~.5 ~~million~~Location ~~to be paid in cash by 2022, contingent upon the achievement of certain revenue targets in fiscal years 2020 and 2021 (see Note 6 - Fair Value for further details). NTS~~ is a leading provider of ~~commercial~~geographic ~~property~~location ~~tax~~indicators ~~payment~~for ~~services~~crime and ~~specializes~~non-weather inrelated ~~identifying~~events ~~potential~~connected ~~collateral loss related~~ to ~~unpaid~~underwriting ~~property~~risk ~~tax, homeowners association fees, and inaccurate flood zone determinations~~assessment. ~~The~~This ~~NTS~~ acquisition ~~increases~~further progresses our ~~commercial~~long-term ~~property~~strategic ~~information~~plan ~~offerings~~by ~~and~~adding isscale ~~expected~~ to ~~drive~~our ~~future~~insurance ~~growth~~and inspatial ~~the US~~businesses. ~~NTS~~Location is included as a component of our ~~UWS~~PIRM segment. The purchase price was allocated to the assets acquired and liabilities assumed using a variety of valuation techniques including discounted cash flow analysis, which included significant unobservable inputs. We have recorded ~~client~~proprietary ~~lists~~technology of $56.0 million with an estimated useful life of 10 years, ~~proprietary~~client ~~technology~~lists of $30.3 million with an estimated useful life of 75 years, trademarks of $1.0.8 million with an estimated useful life of 78 years, non-compete agreements of $0.34 million with an estimated useful life of 5 years, ~~contract~~and ~~liabilities~~goodwill of $212.56 million,. ~~and~~In ~~goodwill~~connection ofwith ~~$5.5~~this ~~million~~acquisition, ~~all~~we ofremeasured ~~which~~our isthen-existing ~~deductible~~34% ~~for~~investment ~~tax~~ownership ~~purposes.~~in ~~For~~Location ~~the~~which ~~nine~~resulted ~~months~~in ~~ended~~a ~~September 30,~~$0.6 ~~2020,~~million ~~goodwill~~step-up ~~increased~~gain bythat ~~less~~we ~~than~~recorded ~~$0.1~~within ~~million~~gain/(loss) ason ainvestments ~~result~~and ofother, anet, ~~change~~ in ~~the~~our ~~purchase~~condensed ~~price~~consolidated ~~allocation~~statement of operations for ~~certain~~the ~~working~~three ~~capital~~months ~~adjustments~~ended March 31, 2020.

These business combinations did not have a material impact on our condensed consolidated statements of operations.

~~There~~We ~~was~~incurred $0.13 million and $0.9 million of acquisition-related costs within selling, general and administrative expenses ~~on our condensed consolidated statements of operations~~ for ~~both~~ the three months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019, and $0.1 million and $0.3 million of these costs for the nine months ended September 30,~~ 2020 ~~and 2019~~, respectively.

Note 13 – Segment Information

We have organized into two reportable segments: PIRM and UWS.

Property Intelligence & Risk Management Solutions. Our PIRM segment combines property information, mortgage information, and consumer information to deliver unique housing market and property-level insights, predictive analytics and risk management capabilities. We have also developed proprietary technology and software platforms to access, automate, and track this information and assist our clients with decision-making and compliance tools in the real estate industry, and insurance industry. We deliver this information directly to our clients in a standard format over the web, through hosted software platforms, or in bulk data form. Our PIRM solutions include property insights and insurance and spatial solutions in North America, Western Europe, and Asia Pacific. The segment's primary clients are commercial banks, mortgage lenders and brokers, investment banks, fixed-income investors, real estate agents, MLS companies, property and casualty insurance companies, title insurance companies, government agencies, and government-sponsored enterprises.

The operating results of our PIRM segment included intercompany revenues of $21.34 million and $13.91 million for the three months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019, respectively, and $8.2 million and $4.4 million for the nine months ended September 30,~~ 2020 ~~and 2019~~, respectively. The segment also included intercompany expenses of $0.63 million and $0.8 million for the three months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019, respectively, and $1.9 million and $2.6 million for the nine months ended September 30,~~ 2020 ~~and 2019~~, respectively.

Underwriting & Workflow Solutions. Our UWS segment combines property, mortgage, and consumer information to provide comprehensive mortgage origination and monitoring solutions, including, underwriting-related solutions, and data-enabled valuations and appraisals. We have also developed proprietary technology and software platforms to access, automate, and track this information, and assist our clients with vetting and onboarding prospects, meeting compliance regulations and understanding, evaluating, and monitoring property values. Our UWS solutions include property tax solutions, valuation solutions, and flood data solutions in North America. The segment’s primary clients are large, national mortgage lenders and servicers, but we also serve regional mortgage lenders and brokers, credit unions, commercial banks, fixed-income investors, government agencies, and property and casualty insurance companies.

The operating results of our UWS segment included intercompany revenues of $0.3 million and $0.8 million for the three months ended March 31, 2021 and 2020, respectively. The segment also included intercompany expenses of $0.5 million and $1.0 million for the three months ended March 31, 2021 and 2020, respectively.

We also separately report on our corporate and eliminations. Corporate consists primarily of corporate personnel and other expenses associated with our corporate functions and facilities, investment gains and losses, equity in earnings/(losses) of affiliates, net of tax, and interest expense. The results of our Corporate segment included intercompany expenses of $0.9 million for the three ended March 31, 2021 and $2.2 million for the three months ended March 31, 2020.

Selected financial information by reportable segment related to our continuing operations is as follows:


(in thousands)	Operating Revenues		Depreciation and Amortization		Operating Income/(Loss)		Equity in Earnings/(Losses) of Affiliates, Net of Tax		Net Income/(Loss) From Continuing Operations		Capital Expenditures

For the Three Months Ended March 31, 2021
PIRM	$	175,212	$	24,059	$	20,152	$	—	$	18,441	$	14,009
UWS	249,321		12,241		108,793		—		108,803		1,610
Corporate	—		8,481		(43,508)		—		(72,301)		5,427
Eliminations	(1,748)		—		—		—		—		—
Consolidated (excluding discontinued operations)	$	422,785	$	44,781	$	85,437	$	—	$	54,943	$	21,046

For the Three Months Ended March 31, 2020
PIRM	$	162,336	$	23,136	$	14,353	$	706	$	15,267	$	12,788
UWS	194,494		12,035		67,520		—		67,530		1,481
Corporate	—		8,407		(26,680)		(194)		(58,513)		6,614
Eliminations	(3,910)		—		—		—		—		—
Consolidated (excluding discontinued operations)	$	352,920	$	43,578	$	55,193	$	512	$	24,284	$	20,883


(in thousands)
Assets	March 31, 2021		December 31, 2020
PIRM	$	1,896,018	$	1,892,424
UWS	2,026,550		2,013,089
Corporate	6,110,945		6,046,238
Eliminations	(5,871,711)		(5,870,974)
Consolidated (excluding discontinued operations)	$	4,161,802	$	4,080,777

Note 14 – Discontinued Operations

In July 2020, we announced our intentions to pursue the sale of our reseller businesses focused on mortgage credit and borrower verification and multi-family tenant screening. Although market leaders in their respective business areas, these reseller businesses are not compatible with our long-term strategic imperatives. The divestiture of these operations is expected to improve our revenue growth trends, revenue mix, and significantly enhance profit margins. In October 2020, we consummated the sale of a component of RPS for $9.0 million, which resulted in a gain on sale of discontinued operations of $2.7 million, net of tax. In February 2021, we sold the remainder of RPS for $51.2 million which resulted in a loss, net of tax, of $5.3 million for the three months ended March 31, 2021. We expect to sell the remainder of our reseller businesses to third parties by quarter ending September 30, 2021. RPS was included within the PIRM reporting unit and CS was included within the UWS reporting unit prior to the RPS and CS disposal groups being presented as discontinued operations.

For the three months ended March 31, 2021, we recorded $1.7 million in costs directly related to the sale of the remainder of RPS. Each of these businesses is reflected in our accompanying condensed consolidated financial statements as discontinued operations.

Summarized below are certain assets and liabilities classified as discontinued operations as of March 31, 2021 and December 31, 2020:


(in thousands)
As of March 31, 2021	PIRM		UWS		AMPS		ELI		Total
Cash and cash equivalents	$	381	$	571	$	—	$	—	$	952
Accounts receivable and other assets	2,634		55,801		268		—		58,703

Property and equipment, net	—		25,998		—		—		25,998
Goodwill, net	—		79,931		—		—		79,931
Capitalized data and database costs, net	—		1,037		—		—		1,037

Total assets	$	3,015	$	163,338	$	268	$	—	$	166,621

Accounts payable and accrued expenses	$	11,457	$	34,429	$	240	$	—	$	46,126

Deferred income tax and other liabilities	18		9,802		—		393		10,213

Total liabilities	$	11,475	$	44,231	$	240	$	393	$	56,339

As of December 31, 2020
Cash and cash equivalents	$	971	$	1,501	$	—	$	—	$	2,472
Accounts receivable and other assets	4,063		42,806		268		—		47,137

Property and equipment, net	5,586		24,651		—		—		30,237
Goodwill, net	24,272		79,931		—		—		104,203
Capitalized data and database costs, net	17,377		991		—		—		18,368

Total assets	$	52,269	$	149,880	$	268	$	—	$	202,417

Accounts payable and accrued expenses	$	2,584	$	24,048	$	240	$	1	$	26,873

Deferred income tax and other liabilities	10,686		6,725		—		393		17,804

Total liabilities	$	13,270	$	30,773	$	240	$	394	$	44,677

~~Underwriting~~For &the ~~Workflow~~year ~~Solutions.~~ended ~~Our~~December 31, ~~UWS~~2020, ~~segment~~in ~~combines~~connection ~~property~~with ~~and~~our ~~mortgage~~intent to ~~provide~~exit ~~comprehensive~~our ~~mortgage~~reseller ~~origination~~businesses, we reclassified $29.3 million and ~~monitoring~~$79.9 million ~~solutions~~of goodwill, ~~including~~net, ~~underwriting-related~~from ~~solutions,~~our PIRM and ~~data-enabled~~UWS ~~valuations~~segments, to the RPS and ~~appraisals~~CS disposal groups, respectively. WeThe ~~have~~allocated ~~also~~amounts ~~developed~~were ~~proprietary~~determined ~~technology~~by ~~and~~calculating ~~software~~the ~~platforms~~relative tofair ~~access,~~values ~~automate,~~between the disposal group and ~~track~~its ~~this~~respective ~~information,~~reporting ~~and~~unit ~~assist~~using ~~our~~a ~~clients~~combination ~~with~~of ~~vetting~~the income and ~~onboarding~~market ~~prospects,~~approaches. ~~meeting~~Determining ~~compliance~~the ~~regulations~~fair ~~and~~value ~~understanding,~~of ~~evaluating,~~a disposal group and ~~monitoring~~a ~~property~~reporting ~~values.~~unit ~~Our~~is ~~UWS~~judgmental ~~solutions~~and ~~include~~requires ~~property~~assumptions ~~tax~~and ~~solutions,~~estimates ~~valuation~~of ~~solutions,~~many ~~and~~critical ~~flood~~factors, ~~data~~including ~~solutions~~revenue ingrowth ~~North~~rates, ~~America.~~cost ~~The~~of ~~segment’s~~services, ~~primary~~selling, ~~clients~~general ~~are~~and ~~large~~administrative expenses, ~~national~~market ~~mortgage~~multiples, ~~lenders~~discount rates, and ~~servicers,~~indicative ~~but~~fair wemarket ~~also~~values ~~serve~~from ~~regional~~potential ~~mortgage~~participants ~~lenders~~at ~~and~~the ~~brokers,~~time ~~credit~~of ~~unions,~~valuation. ~~commercial~~The ~~banks,~~estimated ~~fixed-income~~fair ~~investors,~~values ~~government~~supported ~~agencies,~~the ~~and~~net ~~property~~book ~~and~~value ~~casualty~~of ~~insurance~~our ~~companies~~disposal groups.

~~The~~Summarized ~~operating~~below ~~results~~are ofthe ~~our~~components ~~UWS segment included intercompany revenues~~ of ~~$0.6~~our ~~million~~income/(loss) ~~and~~from ~~$0.8~~discontinued ~~million for the three months ended September 30~~operations, ~~2020~~net ~~and 2019, respectively, and $1.9 million and $2.6 million for the nine months ended September 30, 2020 and 2019, respectively. The segment also included intercompany expenses~~ of ~~$0.9~~tax ~~million and $1.0 million~~ for the three months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019, respectively, and $2.7 million and $3.5 million for the nine months ended September 30,~~ 2020 ~~and 2019, respectively.~~:

We also separately report on our corporate and eliminations. Corporate consists primarily of corporate personnel and other expenses associated with our corporate functions and facilities, investment gains and losses, equity in earnings/(losses) of affiliates, net of tax, and interest expense. The results of our Corporate segment included intercompany expenses of $1.5 million and $5.6 million for the three and nine months ended September 30, 2020, respectively, and $0.9 million for both the three and nine months ended September 30, 2019.


(in thousands)
For the Three Months March 31, 2021	PIRM		UWS		AMPS		ELI		Total
Operating revenues	$	2,867	$	103,582	$	—	$	—	$	106,449
Cost of services (exclusive of depreciation and amortization)	1,632		84,534		—		—		86,166
Selling, general and administrative expenses	10,382		4,854		—		—		15,236

Gain on investments and other, net	—		(159)		—		—		(159)
Income/(loss) from discontinued operations before income taxes	(9,147)		14,353		—		—		5,206
Provision/(benefit) for income taxes	(2,282)		3,581		—		—		1,299
Income/(loss) from discontinued operations, net of tax	$	(6,865)	$	10,772	$	—	$	—	$	3,907

For the Three Months March 31, 2020
Operating revenues	$	9,239	$	81,727	$	—	$	—	$	90,966
Cost of services (exclusive of depreciation and amortization)	4,443		66,598		—		—		71,041
Selling, general and administrative expenses	2,664		2,118		—		(18)		4,764
Depreciation and amortization	1,875		1,390		—		—		3,265

Gain on investments and other, net	—		(809)		—		—		(809)
Income/(loss) from discontinued operations before income taxes	257		12,430		—		18		12,705
Provision/(benefit) for income taxes	64		3,101		—		5		3,170
Income/(loss) from discontinued operations, net of tax	$	193	$	9,329	$	—	$	13	$	9,535

(in thousands)

Fair Value on Contingent Consideration

In connection with certain acquisitions in 2017 related to our discontinued operations, we entered into contingent consideration agreements for up to $17.5 million in cash by 2022 upon the achievement of certain revenue targets ending in fiscal year 2021. This contingent payment was originally recorded at a fair value of $4.4 million using the Monte-Carlo simulation model. The contingent payments are remeasured at fair value quarterly, and changes are recorded within income/(loss) from discontinued operations, net of tax, in our condensed consolidated statements of operations. During the three months ended March 31, 2021, we decreased the fair value of our contingent consideration by $0.2 million. During the three months ended March 31, 2020, we decreased the fair value of our contingent consideration by $0.8 million.

Litigation Matters

In the RPS sale transaction, we retained liabilities relating to pending litigation involving RPS.

~~Selected~~Fair ~~financial~~Credit ~~information~~Reporting byAct ~~reportable~~Class ~~segment related to our continuing operations is as follows:~~Actions

(in thousands)	Operating Revenues		Depreciation and Amortization		Operating Income/(Loss)		Equity in Earnings/(Losses) of Affiliates, Net of Tax		Net Income/(Loss) From Continuing Operations		Capital Expenditures
For the Three Months Ended September 30, 2020
PIRM	$	176,248	$	23,474	$	22,670	$	1,013	$	58,325	$	16,957
UWS	263,342		12,017		124,699		—		124,834		2,366
Corporate	—		8,119		(74,186)		(42)		(80,692)		5,768
Eliminations	(2,863)		—		—		—		—		—
Consolidated (excluding discontinued operations)	$	436,727	$	43,610	$	73,183	$	971	$	102,467	$	25,091
For the Three Months Ended September 30, 2019
PIRM	$	169,079	$	23,061	$	18,375	$	762	$	19,366	$	10,706
UWS	209,138		11,800		70,831		(4)		70,642		1,942
Corporate	—		7,528		(27,339)		(151)		(58,340)		13,766
Eliminations	(2,646)		—		—		—		—		—
Consolidated (excluding discontinued operations)	$	375,571	$	42,389	$	61,867	$	607	$	31,668	$	26,414
For the Nine Months Ended September 30, 2020
PIRM	$	504,379	$	69,833	$	65,249	$	2,483	$	102,451	$	42,813
UWS	680,455		36,091		281,567		—		281,717		5,891
Corporate	—		24,715		(136,229)		(624)		(206,348)		20,200
Eliminations	(10,101)		—		—		—		—		—
Consolidated (excluding discontinued operations)	$	1,174,733	$	130,639	$	210,587	$	1,859	$	177,820	$	68,904
For the Nine Months Ended September 30, 2019
PIRM	$	501,854	$	72,135	$	44,110	$	720	$	38,382	$	36,767
UWS	593,175		39,391		121,946		(12)		121,745		8,472
Corporate	—		21,241		(94,386)		(210)		(151,902)		33,413
Eliminations	(6,997)		—		—		—		—		—
Consolidated (excluding discontinued operations)	$	1,088,032	$	132,767	$	71,670	$	498	$	8,225	$	78,652

In July 2017, CoreLogic Rental Property Solutions, LLC (“RPS LLC”) was named as a defendant in Claudinne Feliciano, et. al., v. CoreLogic SafeRent, LLC, a putative class action lawsuit in the US District Court for the Southern District of New York. The named plaintiff alleges that RPS LLC prepared a background screening report about her that contained a record of a New York Housing Court action without noting that the action had previously been dismissed. On this basis, she seeks damages under the Fair Credit Reporting Act and the New York Fair Credit Reporting Act on behalf of herself and a class of similarly situated consumers with respect to reports issued during the period of July 2015 to the present. In July 2019, the District Court issued an order certifying a class of approximately 2,000 consumers. In June 2020, we reached an agreement to resolve the case. At a hearing on February 23, 2021, the District Court granted final approval of the settlement. The settlement amount was recorded during the quarter ended June 30, 2020.

(in thousands)
Assets	September 30, 2020		December 31, 2019
PIRM	$	1,851,655	$	1,932,643
UWS	2,019,299		2,008,233
Corporate	6,185,679		5,950,472
Eliminations	(5,870,954)		(5,934,053)
Consolidated (excluding discontinued operations)	$	4,185,679	$	3,957,295

In May 2020, RPS LLC was named as a defendant in Terry Brown v. CoreLogic Rental Property Solutions, LLC, a putative class action lawsuit filed in the US District Court for the Eastern District of Virginia. The named plaintiff alleges that RPS LLC prepared a background screening report about him that included a sex offender record that did not relate to him. He seeks damages under the Fair Credit Reporting Act on behalf of himself and a class of similarly situated consumers, as well as a subclass of consumers for whom misattributed sex offender records were removed following a dispute. Following a mediation on April 1, 2021, we reached an agreement in principle, subject to agreement on written terms, to settle the case. We have recorded the amount of the settlement for the quarter ended March 31, 2021.

In June 2020, CoreLogic Credco, LLC (“Credco”) was named as a defendant in Marco Fernandez v. CoreLogic Credco, LLC, a putative class action lawsuit filed in California Superior Court in San Diego County. The named plaintiff alleges that Credco provided a lender with a consumer report about him that erroneously indicated he is on the Office of Foreign Asset Control’s list of Specially Designated Nationals and Blocked Persons (“OFAC List”). He further alleges that Credco failed to provide him with a copy of the OFAC List designation upon request, failed to notify him of what entities had received such a notification in the past, and failed to respond to his effort to dispute the item. He seeks to represent three classes and four subclasses based upon these allegations, and asserts seven claims under the Fair Credit Reporting Act, the California Credit Reporting Agencies Act, and California’s Unfair Competition law. The Company has removed the case to the US District Court for the Southern District of California. The case has been stayed pending the U.S. Supreme Court’s decision in Trans Union, LLC v. Ramirez.

Note 14 – Discontinued Operations

In July 2020, we announced our intentions to pursue the sale of our reseller businesses as these are lower-margin businesses that are highly influenced by vendor pricing. These businesses are comprised of our Credit Solutions and Rental Property Solutions operations. We expect to sell these businesses to unrelated third parties within one year of the quarter ended September 30, 2020. These reseller business were included within the PIRM and UWS segments.

For both the three and nine months ended September 30, 2020, we recorded $0.6 million in costs directly related to the sale of these reseller businesses. Each of these businesses is reflected in our accompanying condensed consolidated financial statements as discontinued operations.

In September 2014, we completed the sale of our collateral solutions and field services businesses, which were included in the former reporting segment Asset Management and Processing Solutions ("AMPS"). In connection with the sale of our Employer and Litigation Services businesses (“ELI”) in December 2010, we retained certain liabilities and, in September 2016, a jury returned an unfavorable verdict against this discontinued operating unit, which we appealed. In August 2019, the verdict was upheld on appeal. We were unable to secure further review of the appellate decision and paid $23.0 million to satisfy the judgement in December 2019.

In October 2020, we consummated the sale of a component of the reseller operations for $9.0 million.

Summarized below are certain assets and liabilities classified as discontinued operations as of September 30, 2020 and December 31, 2019:

(in thousands)
As of September 30, 2020	PIRM		UWS		AMPS		ELI		Total
Cash and cash equivalents	$	941	$	1,369	$	—	$	—	$	2,310
Accounts receivable	4,304		39,689		—		—		43,993
Property and equipment, net	5,257		22,960		—		—		28,217
Goodwill, net	29,269		79,931		—		—		109,200
Capitalized data and database costs, net	16,643		941		—		—		17,584
Other assets	537		5,682		268		—		6,487
Total assets	$	56,951	$	150,572	$	268	$	—	$	207,791
Accounts payable and accrued expenses	$	2,460	$	24,590	$	240	$	—	$	27,290
Accrued salaries and benefits	487		3,073		—		—		3,560
Deferred income tax liabilities	8,206		9,637		—		393		18,236
Other liabilities	389		1,022		—		—		1,411
Total liabilities	$	11,542	$	38,322	$	240	$	393	$	50,497
As of December 31, 2019
Cash and cash equivalents	$	711	$	313	$	—	$	—	$	1,024
Accounts receivable	3,538		30,171		—		—		33,709
Income tax receivable	—		—		—		6,166		6,166
Property and equipment, net	4,831		21,520		—		—		26,351
Goodwill, net	29,269		79,931		—		—		109,200
Capitalized data and database costs, net	17,781		888		—		—		18,669
Other assets	598		5,981		268		20		6,867
Total assets	$	56,728	$	138,804	$	268	$	6,186	$	201,986
Accounts payable and accrued expenses	$	987	$	15,881	$	240	$	22	$	17,130
Accrued salaries and benefits	785		2,395		—		—		3,180
Deferred income tax liabilities	8,206		9,637		—		393		18,236
Other liabilities	456		3,706		—		—		4,162
Total liabilities	$	10,434	$	31,619	$	240	$	415	$	42,708

Summarized below are the components of our income/(loss) from discontinued operations, net of tax for the three and nine months ended September 30, 2020 and 2019:

(in thousands)
For the Three Months September 30, 2020	PIRM		UWS		AMPS		ELI		Total
Operating revenues	$	9,904	$	93,262	$	—	$	—	$	103,166
Cost of services (exclusive of depreciation and amortization)	4,711		75,732		—		—		80,443
Selling, general and administrative expenses	2,989		4,539		—		(1)		7,527
Depreciation and amortization	1,204		957		—		—		2,161
Gain on investments and other, net	—		(1,194)		—		—		(1,194)
Income from discontinued operations before income taxes	1,000		13,228		—		1		14,229
Provision for income taxes	250		3,300		—		—		3,550
Income from discontinued operations, net of tax	$	750	$	9,928	$	—	$	1	$	10,679
For the Three Months September 30, 2019
Operating revenues	$	11,066	$	72,317	$	—	$	—	$	83,383
Cost of services (exclusive of depreciation and amortization)	5,112		58,359		—		—		63,471
Selling, general and administrative expenses	2,763		1,913		5		23,129		27,810
Depreciation and amortization	1,953		1,375		—		—		3,328
Impairment Loss	(1)		78		—		—		77
Loss on investments and other, net	—		3		—		—		3
Income/(loss) from discontinued operations before income taxes	1,239		10,589		(5)		(23,129)		(11,306)
Provision/(benefit) for income taxes	309		2,642		(1)		(5,771)		(2,821)
Income/(loss) from discontinued operations, net of tax	$	930	$	7,947	$	(4)	$	(17,358)	$	(8,485)

(in thousands)
For the Nine Months Ended September 30, 2020	PIRM		UWS		AMPS		ELI		Total
Operating revenues	$	28,452	$	258,058	$	—	$	—	$	286,510
Cost of services (exclusive of depreciation and amortization)	14,054		211,604		—		—		225,658
Selling, general and administrative expenses	9,674		8,816		1		(19)		18,472
Depreciation and amortization	4,906		3,770		—		—		8,676
(Gain)/loss on investments and other, net	—		(3,803)		—		—		(3,803)
Income from discontinued operations before income taxes	(182)		37,671		(1)		19		37,507
Provision for income taxes	(45)		9,398		—		5		9,358
Income from discontinued operations, net of tax	$	(137)	$	28,273	$	(1)	$	14	$	28,149
For the Nine Months Ended September 30, 2019
Operating revenues	$	35,348	$	212,822	$	—	$	—	$	248,170
Cost of services (exclusive of depreciation and amortization)	16,009		171,475		—		—		187,484
Selling, general and administrative expenses	8,139		5,373		6		23,252		36,770
Depreciation and amortization	5,791		3,484		—		—		9,275
Impairment Loss	—		78		—		—		78
Gain on investments and other, net	—		(191)		—		—		(191)
Income/(loss) from discontinued operations before income taxes	5,409		32,603		(6)		(23,252)		14,754
Provision/(benefit) for income taxes	1,350		8,133		(1)		(5,801)		3,681
Income/(loss) from discontinued operations, net of tax	$	4,059	$	24,470	$	(5)	$	(17,451)	$	11,073

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q and certain information incorporated herein by reference contain forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements included or incorporated by reference in this Quarterly Report, other than statements that are purely historical, are forward-looking statements. Words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “seek,” “estimate,” “will,” “should,” “would,” “could,” “may,” and similar expressions also identify forward-looking statements. The forward-looking statements include, without limitation, statements regarding our future operations, financial condition and prospects, operating results, revenues and earnings liquidity, our estimated income tax rate, unrecognized tax positions, amortization expenses, impact of recent accounting pronouncements, our cost management program, our acquisition strategy and our growth plans, expectations regarding our recent acquisitions, share repurchases, the level of aggregate US mortgage originations, and the reasonableness of the carrying value related to specific financial assets and liabilities~~, the near and long-term consequences of the unsolicited proposal from Senator Investment Group, L~~.P. ( “Senator”) and Cannae Holdings, Inc. (“Cannae”) to acquire the Company for $66.00 per share in cash (the “Unsolicited Proposal”), and the outcome and consequences of certain proposals, including the removal and replacement of up to nine members of our Board of Directors, that Senator and Cannae have requested be presented to our stockholders and that will be voted upon at a special meeting of stockholders on November 17, 2020 (the “Proxy Contest”).

Our expectations, beliefs, objectives, intentions and strategies regarding future results are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from results contemplated by our forward-looking statements. These risks and uncertainties include, but are not limited to:

•~~the~~our ~~potential~~ability ~~impact~~to ~~of,~~satisfy ~~and~~the ~~any~~remaining ~~potential~~conditions ~~developments~~to ~~related~~the ~~to,~~closing of the ~~Unsolicited~~Merger ~~Proposal~~in ~~and~~a ~~the~~timely ~~Proxy~~manner, ~~Contest~~or at all;

•the potential impact of, ~~our~~and ~~adoption~~any ofpotential adevelopments ~~shareholder~~related ~~rights~~to, ~~plan~~the proposed Merger;

•the potential impact ~~that the COVID-19 pandemic~~of, orand ~~the~~any ~~perception~~potential ofdevelopments ~~its~~related ~~effects~~to, ~~may~~activist ~~have~~shareholder ~~on our business~~activity;

•compromises in the security or stability of our data and systems, including from cyber-based attacks, the unauthorized transmission of confidential information or systems interruptions, which could impair the delivery of our products and services;

•changes in prices at which we are able to repurchase our shares and limitations on our ability to repurchase our shares;

•limitations on access to, or increase in prices for, data from external sources, including government and public record sources;

•interruptions which could impair the delivery of our products and services;

•changes in applicable government legislation, regulations and the level of regulatory scrutiny affecting our clients or us, including with respect to consumer financial services and the use of public records and consumer data;

•difficult or uncertain conditions in the mortgage and consumer lending industries and the economy generally;

•reliance on our top ten clients for a significant portion of our revenue and profit;

•intense competition in the market against third parties and the in-house capabilities of our clients;

•risks related to the outsourcing of services and international operations;

•~~our~~potential ~~ability~~impairment ~~to realize the anticipated benefits~~ of ~~certain~~our ~~acquisitions~~substantial goodwill and ~~the~~other ~~timing~~intangible ~~thereof~~assets;

•~~our~~the ~~ability~~potential toimpact ~~operate~~that inthe ~~international~~COVID-19 ~~markets;~~pandemic, or the perception of its effects, may have on our business;

•our ability to protect proprietary technology rights and avoid infringement of others’ proprietary technology rights;

•the level of our indebtedness, our ability to service our indebtedness and the restrictions in our various debt agreements;

•our ability to ~~attract~~realize the anticipated benefits of certain acquisitions and ~~retain~~the ~~qualified~~timing ~~management~~thereof; ~~and~~

•the ~~remaining~~impact ~~tax~~of ~~sharing~~our ~~arrangements~~adoption ~~and other obligations associated with the spin-off~~ of ~~First~~a ~~American~~shareholder ~~Financial~~rights ~~Corporation (“FAFC”).~~plan;

We•difficult ~~urge~~or ~~you~~uncertain toconditions carefully consider risks and uncertainties and review the additional disclosures we make concerning risks and uncertainties that may materially affect the outcome of our forward-looking statements and our future business and operating results, including those made in ~~Item 1A of Part II of this Quarterly Report on Form 10-Q, Item 1A of Part II of our Quarterly Reports on Forms 10-Q for~~ the ~~quarters~~mortgage ~~ended March 31, 2020~~ and ~~June~~consumer ~~30,~~lending ~~2020,~~industries and ~~Item 1A of Part I of our Annual Report on Form 10-K for~~ the ~~year~~economy ~~ended~~generally; ~~December 31, 2019, as such risk factors may be amended, supplemented, or superseded from time to time by other reports we file with the Securities~~ and Exchange Commission. We assume no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of the filing of this Quarterly Report on Form 10-Q.

32•our ability to attract and retain qualified personnel.

We urge you to carefully consider risks and uncertainties and review the additional disclosures we make concerning risks and uncertainties that may materially affect the outcome of our forward-looking statements and our future business and operating results, including those made in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2020, as such risk factors may be amended, supplemented, or superseded from time to time by other reports we file with the Securities and Exchange Commission. We assume no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of the filing of this Quarterly Report on Form 10-Q.

Business Overview

We are a leading global property information, analytics and data-enabled software platforms and services provider operating in North America, Western Europe, and Asia Pacific. Our combined data from public, contributory and proprietary sources provides detailed coverage of property, mortgages, other encumbrances, property risk and replacement cost, location, hazard risk, and related performance information. We have more than one million users who rely on our data and predictive decision analytics to reduce risk, enhance transparency, and improve the performance of their businesses.

We offer our clients a comprehensive national database covering real property and mortgage information, judgments and liens, building and replacement costs, parcel and geospatial data, and tax information, among other data types. Our structured property-specific data consisting of over 150 million parcel records covers over 99% of the ~~United States ("~~US"), includes both residential and commercial real estate data and is enriched by over 1one billion historical sales, mortgage, and pre-foreclosure transactions. Our consortium data covers loan -level mortgage performance, appraisal, as well as mortgage application data and is in excess of 300 million records. We are also the industry's first parcel-based geocoder and have developed a proprietary spatial database covering more than 150 million parcel polygons across the US. We believe the quality of the data we offer is distinguished by our broad range of data sources and our experience in aggregating, organizing, normalizing, processing, and delivering data to our clients.

With our data as a foundation, we have built strong analytics capabilities and a variety of value-added business services to meet our clients’ needs for property tax processing, property valuation, hazard risk, property risk and replacement cost, flood plain location determination, other geospatial data, analytics, and related services.

Reportable Segments

We have organized into the following two reportable segments:

Our ~~Property Intelligence & Risk Management (“~~PIRM”) segment combines property information, mortgage information, and consumer information to deliver unique housing market and property-level insights, predictive analytics and risk management capabilities. We have also developed proprietary technology and software platforms to access, automate or track this information and assist our clients with decision-making and compliance tools in the real estate industry and insurance industry. We deliver this information directly to our clients in a standard format over the web, through hosted software platforms or in bulk data form. Our solutions include property insights as well as insurance and spatial solutions in North America, Western Europe and Asia Pacific.

Our ~~Underwriting & Workflow Solutions (“~~UWS”) segment combines property information and mortgage information to provide comprehensive mortgage origination and monitoring solutions, including underwriting-related solutions and data-enabled valuations and appraisals. We have also developed proprietary technology and software platforms to access, automate or track this information and assist our clients with vetting and on-boarding prospects, meeting compliance regulations and understanding, diagnosing and monitoring property values. Our solutions include property tax solutions, valuation solutions, and flood services in North America.

3329

Results of Operations

Overview of Business Environment and Company Developments

Merger Agreement

In February 2021, CoreLogic entered into the Merger Agreement with the Acquirer and Acquisition Sub providing for the Merger, subject to the terms and conditions set forth therein. The Acquirer and Acquisition Sub are affiliates of Stone Point Capital Partners and Insight Partners. In the event the Merger is completed, except as otherwise provided in the Merger Agreement, each share of common stock issued and outstanding immediately prior to the Effective Time would be converted into the right to receive the Merger Consideration.

Consummation of the Merger is subject to customary closing conditions, including, among other things, receipt of the Requisite Stockholder Approval and Regulatory Approvals. The Requisite Stockholder Approval was obtained at a special meeting of the Company’s stockholders on April 28, 2021. In addition, the applicable waiting period under the HSR Act expired on March 22, 2021 and clearance to proceed was obtained from the New Zealand Overseas Investment Office on March 8, 2021. CoreLogic made the filing required in Australia in February 2021 and is awaiting approval from the Australian Foreign Investment Review Board.

The consummation of the Merger is not subject to a financing condition, and the Acquirer has obtained equity and debt financing commitments for the purpose of financing the Merger and the other transactions contemplated by the Merger Agreement. Certain debt financing arrangements have already been secured by Acquisition Sub and, subject to the consummation of the Merger, will become indebtedness of CoreLogic at the Effective Time.

Either we or the Acquirer may terminate the Merger Agreement in certain circumstances, including if (i) the Merger shall not have been consummated on or before 5:00 p.m. (New York City time) on August 9, 2021, (ii) any of certain governmental authorities of competent jurisdiction has issued a final non-appealable law or order prohibiting the Merger, (iii) the Requisite Stockholder Approval is not obtained at the stockholders’ meeting duly convened therefor or (iv) the other party materially breaches, and does not cure, any representation or covenant that would cause the related condition to the other party’s obligation to consummate the Merger not to be satisfied, in each case subject to certain limitations set forth in the Merger Agreement. If we terminate the Merger Agreement because (i) the Acquirer or Acquisition Sub materially breaches, and does not cure, any representation or covenant that would cause any conditions to our obligation to consummate the Merger not to be satisfied or (ii) all conditions to the Merger have been and continue to be satisfied (subject to customary exceptions) and the Acquirer fails to consummate the Merger after receiving written notification from us, we would be entitled to receive a termination fee from the Acquirer of $330 million. If the Merger Agreement is terminated by us or the Acquirer under other certain circumstances specified in the Merger Agreement, we would be obligated to pay a termination fee of $165 million to the Acquirer. See the risk factor titled “If the Merger Agreement is terminated, under certain conditions, we may be obligated to pay the Acquirer a substantial termination fee, which could require us to incur additional debt or reduce the amount of cash we have available to fund our operations” under “Risk Factors” in Item 1A of Part I of our 2020 10-K for further information about the termination fee we may be obligated to pay.

Please refer to the Definitive Proxy Statement for further information about the Merger, the Merger Agreement, and the other transactions contemplated thereby.

Rights Agreement Amendment

In February 2021, in connection with the execution of the Merger Agreement, CoreLogic also entered into the Rights Agreement Amendment with Equiniti Trust Company, in order to (i) render the Rights Agreement inapplicable to the Merger and the transactions contemplated by the Merger Agreement, (ii) ensure that in connection with the transactions contemplated by the Merger Agreement, none of the Acquirer, Acquisition Sub, or any of their “Affiliates” or “Associates” (each as defined in the Rights Agreement) shall be deemed to be or become an “Acquiring Person” (as defined below) and (iii) provide that the “Expiration Date” (as defined in the Rights Agreement) shall occur immediately prior to the Effective Time.

Unsolicited Proposal and Proxy Contest Proposals

In connection with the Unsolicited Proposal, Proxy Contest Proposals, and related strategic transaction process, we have incurred expenses of approximately $11.4 million for the three months ended March 31, 2021.

Please refer to Note 1 - Basis for Condensed Consolidated Financial Information under the heading “Unsolicited Proposal and Proxy Contest Proposals” for further information.

COVID-19

The global ~~coronavirus ("~~COVID-19") pandemic and the mitigation efforts by governments to attempt to control its spread have adversely impacted the global economy, leading to disruptions and volatility in the global financial markets. Most states and many countries have issued policies intended to stop or slow the further spread of the disease. Our first priority remains ensuring the safety and health of our employees, clients, and others with whom we partner in conducting our business. We have deployed risk -mitigation activities, safety practices, and business continuity strategies so that we can continue offering our clients consistent service offerings while continuing to protect our employees.

The volume of US mortgage loan originations serves as a key market driver for more than half of our business. We believe the volume and related volatility of real estate and mortgage transactions is primarily affected by real estate prices, the availability of funds for mortgage loans, mortgage interest rates, housing supply, employment levels, actions by the Federal Reserve, and the overall state of the US economy. Mortgage interest rates are extremely low by historical standards, and are resulting in higher demand for refinance activity, while the purchase market has been adversely impacted by reduced construction and sales of new and existing homes, and more recently, the COVID-19 pandemic and resulting economic instability. For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2020~~2021, our continuing operations experienced unfavorable business and revenue impacts of approximately $40.38 million ~~and $16.1 million~~, respectively, related to the COVID-19 pandemic, exclusive of the increased mortgage refinance volumes. WeFor ~~have also incurred COVID-19 related expenses of $0.6 million and $2.3 million for~~ the three ~~and nine~~ months ended ~~September 30, 2020, respectively. As of September~~March 3031, ~~2020~~2021, the ~~impact we have experienced as a result of the~~ COVID-19 pandemic has not had a significant impact on our financial condition, cash flows, control environment, or any related disclosures.

We will continue to monitor our business trends, financial condition, and liquidity, and are taking steps to manage our operating cash flows, by prioritizing our investments, and evaluating our capital needs and activities. Our liquidity as of ~~September~~March 3031, ~~2020~~2021 consisted primarily of $~~302~~227.31 million of cash and cash equivalents, and $~~750~~450.0 million of unused committed capacity under our revolving credit facility, and we are in compliance with all financial covenants.

Business Environment

We believe mortgage origination unit volumes increased ~~by approximately 35% to 40%~~ in the ~~third~~first quarter of ~~2020~~2021 relative to the same period in ~~2019~~2020, primarily due to higher mortgage refinance volumes resulting from lower interest rates. ~~For~~which ~~2020,~~favorably weimpacted ~~expect~~overall ~~total~~ mortgage unit volumes. toFor ~~increase by approximately 35% relative to 2019 levels~~2021, ~~with~~we ~~historically~~expect ~~low~~mortgage ~~interest~~unit ~~rates benefiting refinance~~ volumes ~~and~~to ~~increasing~~be ~~purchase~~relatively ~~activity.~~flat ~~Further,~~or wedecline ~~anticipate~~slightly ~~that~~when ~~short-term~~compared ~~rates~~to ~~will~~2020 ~~remain~~levels ~~near~~supported ~~zero~~by ~~for~~a ~~the~~continued ~~foreseeable future and we expect mortgage rates will also remain at near historically~~ low ~~levels.~~interest ~~Given this favorable~~ rate environment and the significant population of existing loans that are in the money and meet broad-based eligibility criteria for refinance, we expect refinance volumes to remain at elevated levels through the foreseeable future.

We generate the majority of our operating revenues from clients with operations in the US residential real estate, mortgage origination, and mortgage servicing markets. Approximately 3740% and 2930% of our operating revenues for the three months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019~~2020, respectively, were generated from our top ten clients, who consist of the largest US mortgage originators and servicers. None of our clients individually accounted for greater than 10% of our operating revenues for the three months ended ~~September~~March 3031, ~~2020~~2021 or ~~2019. Approximately 35% and 26% of our operating revenues for the nine months ended September 30,~~ 2020 ~~and 2019, respectively, were generated from our top ten clients~~. ~~None of our clients individually accounted for greater than 10% of our operating revenues during the nine months ended September 30, 2020 or 2019.~~

While the majority of our revenues are generated in the US, foreign exchange translation impacted our financial results from our international operating revenues favorably by $15.48 million ~~and unfavorably by $3.0 million~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2020~~2021, respectively.

Capital Return

In July 2020, our Board of Directors authorized the repurchase up to $1.0 billion of outstanding shares of our common stock. The authorization has no expiration date and supersedes our previous share repurchase authorization. WeAs ~~expect~~of toMarch 31, ~~repurchase~~2021, ~~approximately~~we had $1500.0 ~~billion~~million ~~worth~~in value of ~~outstanding~~ shares by(inclusive of commissions and fees) available to be repurchased under the ~~end~~share repurchase authorization. Pursuant to the Merger Agreement, we agreed to refrain from repurchasing shares of ~~2022~~our common stock during the period between February 4, ~~inclusive~~2021 and the earlier of at(i) ~~least~~the ~~$500.0~~consummation ~~million~~of the Merger or (ii) the termination of ~~shares~~the Merger Agreement (the “Interim Operating Period”), subject to the terms, limitations and exceptions set forth in ~~2020~~the Merger Agreement.

In July 2020, our Board of Directors announced a 50% increase to the quarterly cash dividend, declaring a cash dividend of $0.33 per share of common stock which was paid in September 2020 to stockholders of record as of the close of business on September 1, 2020. In October 2020, our Board of Directors declared a cash dividend of $0.33 per share of common stock to be paid in December 2020 to shareholders of record on the close of business December 1, 2020.31

In December 2019, we announced the initiation of a quarterly cash dividend to common shareholders. CoreLogic paid a cash dividend of $0.22 per share of common stock in January 2020 and June 2020 to shareholders of record as of the close of business on January 10, 2020 and June 1, 2020, respectively. In July 2020, our Board of Directors announced a 50% increase in our cash dividend and declared a $0.33 per share cash dividend to common stockholders, which was paid in September 2020, December 2020, and March 2021 to stockholders of record as of the close of business on September 1, 2020, December 1, 2020, and March 1, 2021, respectively. Pursuant to the Merger Agreement, we agreed to refrain from declaring or paying any further dividends during the Interim Operating Period, subject to the terms, limitations and exceptions set forth in the Merger Agreement.

Acquisitions

In January 2020, we acquired the remaining 66% of Location, ~~Inc. ("Location")~~ for $11.5 million, subject to certain working capital adjustments. Location is included as a component of our PIRM segment. ~~See Note 12 - Acquisitions for further discussion.~~

In March 2021, we acquired 100% of the shares of ehouse for £6.9 million (or approximately $9.7 million), subject to certain working capital adjustments. ehouse is included as a component of our PIRM segment. See Note 12 - Acquisitions for further discussion.

Technology Transformation

In September 2018, we announced the adoption of the Google Cloud Platform (“GCP”) as a foundational element of our ongoing technology transformation program to further expand infrastructure capabilities and drive efficiencies. We successfully completed the initial transformation phase, and will continue transitioning our technology over the foreseeable future on an opportunistic basis. The transition to GCP allows us to leverage the capabilities of the cloud platform to achieve best-in-class system performance and reliability and to facilitate the deployment of unique business insights fueled by gold-standard data, information, and analytics. Additionally, we expect to realize cost efficiencies and enhanced security as we continue the transition.

~~Divestiture~~Discontinued ~~of Non-Core Businesses & Transformations~~Operations

In July 2020, we announced our intention to exit our reseller operations focused on mortgage credit and borrower verification and multi-family tenant screening. Although market leaders in their respective business areas, these reseller businesses are not compatible with our long-term strategic imperatives. The divestiture of these operations is expected to improve the Company’'s revenue growth trends, and revenue mix, and significantly enhance profit margins. As a result of this strategic decision, the businesses have been reflected in our condensed consolidated financial statements as discontinued operations for all periods presented. ~~For~~In October 2020, we sold a portion of our multi-family tenant screening business, which resulted in a gain on the sale of discontinued operations of $2.7 million, net of tax. In February 2021, we sold the remainder of RPS for $51.2 million which resulted in a loss, net of tax, of $5.3 million for the three ~~and~~months ~~nine~~ended March 31, 2021. For the three months ended ~~September~~March 3031, ~~2020~~2021, these businesses generated revenues of $~~103~~106.2 4 million and operating income of $~~286.~~5 .2 million. For the three months ended March 31, ~~respectively~~2020, ~~and~~these ~~operating~~business ~~income~~generated revenues of $1491.2 0 million and operating income of $3712.5 7 million~~, respectively~~. Please refer to Note 14 - Discontinued Operations for further information.

In December 2018, we announced our intent to exit a loan origination software unit and its remaining legacy default management related platforms, as well as accelerate an appraisal management company ("AMC") transformation program. We believe these actions have expanded our overall profit margins and provide for enhanced long-term organic growth trends. In September 2019, we divested our default management related platforms and received proceeds of $3.8 million. The AMC transformation concluded in December 2019. Operating revenues attributable to the aforementioned business exits and AMC transformation were $17.0 million and $65.6 million for three and nine months ended September 30, 2019, respectively.

Unsolicited Proposal and Proxy Contest

On June 26, 2020, we received the Unsolicited Proposal from Senator and Cannae to acquire the Company for $65.00 per share in cash, which initial proposal was revised by Senator and Cannae on September 14, 2020 by $1.00 per share to $66.00 per share in cash. Our Board of Directors, in consultation with its independent financial and legal advisors, unanimously determined to reject the Unsolicited Proposal, as it significantly undervalues the Company, raises serious regulatory concerns and is not in the best interests of the Company and its stockholders. On July 14, 2020, we received written notification from the Federal Trade Commission (the “FTC”) that the FTC is conducting an investigation (the “FTC Investigation”) of the proposed acquisition of the Company by Senator and Cannae and requesting that we produce information in connection with that investigation. On August 7, 2020, we received a Civil Investigative Demand from the FTC in connection with the FTC Investigation into Senator and Cannae, requesting that the Company produce additional information in connection with that investigation.

On July 29, 2020, in connection with the Unsolicited Proposal, Senator and Cannae issued a press release announcing their initiation of the Proxy Contest. Although our Board of Directors opposes the actions being pursued by Senator and Cannae because they believe these proposals are not in the best interests of the Company’s stockholders, on August 9, 2020, the Board of Directors determined to call a special meeting to provide stockholders the opportunity to vote and express their views. The Board of Directors set the special meeting for November 17, 2020, with a record date of September 18, 2020.

On October 28, 2020, we issued a press release confirming that we are engaging with third parties that have indicated interest in a potential acquisition of the Company at a value at or above $80 per share. On November 3, 2020, we issued a press release announcing that our Board of Directors is conducting a thorough strategic review (the “Strategic Review”) to maximize shareholder value.

The outcome of the Unsolicited Proposal, the Proxy Contest, the FTC Investigation, the Strategic Review and related circumstances are uncertain. These events have required us, and will continue to require us, to incur significant legal and advisory fees and expenses, and require significant time and attention by management and our Board of Directors. For a further discussion of risks, uncertainties and other factors relating to the Unsolicited Proposal, the Proxy Contest, the FTC Investigation and the Strategic Review that could impact our business and operating results, see the section entitled “Risk Factors” in Item 1A of Part I of this Quarterly Report on Form 10-Q as well as in Item 1A of Part II in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020. The Company can offer no assurance that it will enter into any transaction with respect to a potential acquisition of the Company in the future or, if entered into, what the terms of any such transaction would be.

In connection with the Unsolicited Proposal and Proxy Contest, we accrued expenses of $36.9 million for the three and nine months ended September 30, 2020.

Unless otherwise indicated, the Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Quarterly Report on Form 10-Q relate solely to the discussion of our continuing operations.

3632

Consolidated Results of Operations

Three Months Ended ~~September~~March 3031, ~~2020~~2021 Compared to ~~the~~ Three Months Ended ~~September~~March 3031, ~~2019~~2020

Operating Revenues

Our consolidated operating revenues were $~~436~~422.78 million for the three months ended ~~September~~March 3031, ~~2020~~2021, an increase of $6169.29 million, or 1619.38%, when compared to ~~the comparable period in 2019~~2020, and consisted of the following:

(in thousands, except percentages)

~~2020~~2021

~~2019~~2020

$ Change

% Change

PIRM

~~176~~175,~~248~~212

~~169~~162,~~079~~336

712,~~169~~876

47.29

UWS

~~263~~249,~~342~~321

~~209~~194,~~138~~494

54,~~204~~827

2528.92

Corporate and eliminations

(21,~~863~~748)

(23,~~646~~910)

~~(217)~~2,162

8(55.23)

Operating revenues

~~436~~422,~~727~~785

~~375~~352,~~571~~920

6169,~~156~~865

1619.38

Our PIRM segment ~~operating~~ revenues increased by $712.29 million, or 47.29%, for the three months ended ~~September~~March 3031, ~~2020~~2021, when compared to ~~2019~~2020. Excluding acquisition activity of $1.0.9 million, ~~operating~~the ~~revenues~~increase ~~increased~~of $612.20 million was primarily due to ~~our~~higher ~~property~~revenues ~~insights~~of ~~and~~$7.0 ~~insurance~~million ~~solutions~~from ~~business~~property ~~gaining~~insights ~~market-share~~and ofinsurance ~~approximately~~and ~~$6.4~~spatial ~~million~~solutions ~~and~~due to increased market volumes, &market-share ~~pricing~~gains and ~~favorable~~pricing. ~~foreign~~Additionally, ~~exchange~~included ~~impacting~~within our property insights ~~by an additional $2.7 million~~ and ~~$1.4~~spatial ~~million,~~solutions ~~respectively.~~revenues ~~These~~is ~~gains~~a ~~were~~favorable ~~partially~~foreign ~~offset~~exchange ~~COVID-19~~impact ~~impacts~~of ~~totaling~~ $45.38 million ~~across our solution groups~~.

Our UWS segment revenues increased by $54.28 million, or 2528.92%, for the three months ended ~~September~~March 3031, ~~2020~~2021, when compared to ~~2019~~2020. ~~Excluding~~The ~~acquisition~~increase ~~activity~~was ofprimarily ~~$1.2~~due ~~million,~~to ~~operating~~higher property tax solutions revenues ~~increased~~of $5351.01 million, ~~due to~~ higher ~~property~~flood ~~tax~~data solutions revenues of $624.0 million, and higher ~~flood~~valuation ~~data~~ solutions ~~revenues~~revenue of $111.40 million, primarily related to increased market volumes, market -share gains, and pricing. These increases were partially offset by lower ~~valuation solutions revenue of $19.0 million due to the impacts of our AMC transformation program, and lower~~ other revenues of $1.43 million. ~~Operating~~due ~~revenues attributable~~ to ~~the~~product aforementioned business exits and AMC transformation were $17.0 million for the quarter ended September 30, 2019. Refer to "Business Exits & Transformation" discussion above for further details. Additionally, the UWS segment did not experience significant adverse impacts related to COVIDwind-~~19 during the current period~~downs.

Our corporate and eliminations were comprised of intercompany revenue eliminations between our operating segments.

Cost of Services (excluding depreciation and amortization)

Our consolidated cost of services was $~~154~~162.26 million for the three months ended ~~September~~March 3031, ~~2020~~2021, aan ~~decrease~~increase of $1018.50 million, or 612.45%, when compared to ~~2019~~2020. Excluding acquisition activity of $10.45 million, the ~~decrease~~increase of $1117.95 million was primarily due to ~~favorable~~higher ~~product mix~~revenue.

Selling, General and Administrative Expenses

Our consolidated selling, general and administrative expenses were $~~165~~130.70 million for the three months ended ~~September~~March 3031, ~~2020~~2021, an increase of $5920.14 million, or 5518.56%, when compared to ~~2019~~2020. Excluding acquisition activity of $10.1 million, the increase of $5820.05 million was primarily due to higher costs as a result of the Unsolicited Proposal, Proxy Contest Proposals, and ~~the~~related ~~Proxy~~strategic ~~Contest~~transaction process of $3611.94 million, higher other external services costs of $134.9 million, and ~~$11.5 million in compensation, primarily due to~~ higher ~~variable~~ compensation costs ~~relating~~of to$6.5 ~~operating performance~~million, partially offset by lower travel costs of $32.13 million ~~and lower other expenses of $1~~.~~2 million.~~

Depreciation and Amortization

Our consolidated depreciation and amortization expense was $4344.68 million for the three months ended ~~September~~March 3031, ~~2020~~2021, an increase of $1.2 million, or 2.98%, when compared to ~~2019.~~2020 ~~Excluding acquisition activity of $0.3 million, the increase of $0.9 million was primarily~~ due to ~~the~~asset ~~addition~~additions ofmade ~~completed~~during ~~software projects and increased licenses in~~ the ~~current period~~year.

3733

Operating Income

Our consolidated operating income was $7385.24 million for the three months ended ~~September~~March 3031, ~~2020~~2021, an increase of $1130.32 million, or 1854.38%, when compared to ~~2019~~2020, and consisted of the following:

(in thousands, except percentages)

~~2020~~2021

~~2019~~2020

$ Change

% Change

PIRM

2220,~~670~~152

1814,~~375~~353

45,~~295~~799

2340.4

UWS

~~124~~108,~~699~~793

7067,~~831~~520

5341,~~868~~273

7661.1

Corporate and eliminations

(7443,~~186~~508)

(2726,~~339~~680)

(4616,~~847~~828)

~~171~~63.41

Operating income

7385,~~183~~437

6155,~~867~~193

1130,~~316~~244

1854.38

Our PIRM segment operating income increased by $45.38 million, or 2340.4%, for the three months ended ~~September~~March 3031, ~~2020~~2021, when compared to ~~2019~~2020. ~~Acquisitions~~Excluding ~~lowered~~acquisition ~~operating~~activity ~~income~~of by $0.34 million ~~primarily due to investments in data and technology capabilities and the amortization of acquisition-related intangible assets. Excluding acquisition activity~~, operating income increased by $45.64 million and margins increased by ~~220~~247 basis points, primarily due to higher ~~revenues~~revenue, favorable product mix and the impact of our ongoing operational efficiency programs.

Our UWS segment operating income increased by $5341.93 million, or 7661.1%, and margins increased by 892 basis points for the three months ended ~~September~~March 3031, ~~2020~~2021, when compared to ~~2019.~~2020 ~~Acquisitions lowered operating income by $0.4 million~~ primarily due to investments in data and technology capabilities and the amortization of acquisition-related intangible assets. Excluding acquisition activity, operating income increased by $54.3 million and margins increased by 1,380 basis points, primarily driven by higher revenues, ~~favorable~~improved product mix, and the impact of our ongoing operational efficiency programs.

Corporate and eliminations had an unfavorable variance of $4616.8 million, or ~~171~~63.41%, for the three months ended ~~September~~March 3031, ~~2020 when compared to 2019~~2021, primarily due to higher costs associated with the Unsolicited Proposal, ~~and the~~ Proxy Contest Proposals, and ~~higher~~related ~~variable~~strategic ~~compensation~~transaction ~~costs relating to operating performance~~process.

Total Interest Expense, net

Our consolidated total interest expense, net, was $16.93 million for the three months ended ~~September~~March 3031, ~~2020~~2021, a decrease of $21.65 million, or 138.23%, when compared to ~~2019~~2020. The decrease was primarily due to lower interest rates asand ~~well~~debt ~~as lower average outstanding principal balances~~levels.

~~Gain/(~~Loss) on Investments and Other, net

Our consolidated ~~gain~~loss on investments and other, net, was $350.75 million for the three months ended ~~September~~March 3031, ~~2020~~2021, a favorable variance of $353.4 million, when compared to ~~2019~~2020. The variance is primarily due to alosses ~~$35.1~~related ~~million~~to ~~gain~~our ~~from~~supplemental ~~the~~benefit ~~sale~~plan ofin an2020. ~~equity~~This ~~method~~variance ~~investment~~is ~~and~~partially ~~higher~~offset ~~gains~~by ofa ~~$1.7~~loss ~~million~~due ~~related~~ to ~~supplemental~~a ~~benefit~~fair ~~plans,~~value ~~offset~~adjustment ~~by a loss~~ of $12.43 million ~~related~~ to lower the ~~impairment~~carrying value of ana minority equity ~~method~~ investment. in 2021.

Provision~~/(Benefit)~~ for Income Taxes

Our consolidated provision~~/(benefit)~~ for income taxes from continuing operations before equity in earnings of affiliates and income taxes was ~~a benefit of~~ $913.67 million and ~~a provision of~~ $119.58 million for the three months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019~~2020, respectively. The effective tax rate was ~~a benefit of 10~~19.49% and ~~a provision of 27~~29.12% for the three months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019~~2020, respectively. The ~~change~~decrease in the effective income tax rate was primarily due to ~~a $24 million discrete~~ tax ~~benefit~~benefits recorded in ~~relation~~2021 related to ~~the~~share-based ~~settlement of an IRS examination in 2020~~compensation.

Equity in Earnings of Affiliates, net of tax

~~Our~~We had no consolidated equity in earnings of affiliates, net of tax ~~was $1.0 million~~ for the three months ended ~~September~~March 3031, ~~2020,~~2021. aOur ~~favorable~~consolidated ~~variance~~equity in earnings of ~~$0.4~~affiliates, ~~million~~net ~~when~~of ~~compared~~tax tofor ~~2019.~~the Wethree ~~have~~months ~~equity~~ended ~~interests~~March 31, in2020 ~~various~~was ~~affiliates~~$0.5 ~~which~~million. ~~had~~We ~~higher~~have ~~earnings~~one investment in ~~the~~an ~~current~~affiliate ~~period~~that ~~compared~~is tofully ~~the~~impaired ~~prior~~as ~~year~~of ~~period~~March 31, 2021.

38Income/(Loss) from Discontinued Operations, Net of Tax

~~Income/(loss)~~Our consolidated income from ~~Discontinued~~discontinued ~~Operations~~operations, ~~Net~~net of ~~Tax~~tax was $3.9 million for the three months ended March 31, 2021, an unfavorable variance of $5.6 million when compared to 2020. The change is primarily due to a litigation settlement pertaining to a discontinued operating unit, for which we recorded additional liability of $8.3 million as of March 31, 2021, partially offset by higher gains from our reseller businesses related to increased market volumes. See Note 14 - Discontinued Operations for further information.

Our consolidated income/(loss) from discontinued operations, net of tax was $10.7 million for the three months ended September 30, 2020, a favorable variance of $19.2 million when compared to 2019. The increase is primarily due to higher gains from our reseller businesses related to increased market volumes and a prior year loss principally related to the impact of an appellate court decision in August 2019 for which we recorded a liability of $21.7 million as of September 30, 2019. See Note 14 - Discontinued Operations for further information.34

39Loss from Sale of Discontinued Operations, Net of Tax

~~Consolidated~~Our ~~Results~~consolidated loss from sale of ~~Operations~~discontinued operations, net of tax was $5.3 million for the three months ended March 31, 2021 due to the sale of the remainder of RPS.

~~Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30, 2019~~ 35

Operating Revenues

Our consolidated operating revenues were $1.2 billion for the nine months ended September 30, 2020, an increase of $86.7 million, or 8.0%, when compared to 2019, and consisted of the following:

(in thousands, except percentages)	2020		2019		$ Change		% Change
PIRM	$	504,379	$	501,854	$	2,525	0.5	%
UWS	680,455		593,175		87,280		14.7
Corporate and eliminations	(10,101)		(6,997)		(3,104)		44.4
Operating revenues	$	1,174,733	$	1,088,032	$	86,701	8.0	%

Our PIRM segment revenues increased by $2.5 million, or 0.5%, for the nine months ended September 30, 2020, when compared to 2019. Excluding acquisition activity of $2.4 million, the increase of $0.1 million primarily due higher revenues of $14.9 million from property insights and insurance and spatial solutions due to increased market volumes, market-share gains and pricing. The increase was offset by the impact of COVID-19 totaling $11.8 million across our solution groups. Additionally, included within our property insights revenues is unfavorable foreign exchange of $3.0 million.

Our UWS segment revenues increased by $87.3 million, or 14.7%, for the nine months ended September 30, 2020, when compared to 2019. Excluding acquisition activity of $4.5 million, the increase of $82.8 million was primarily due to higher property tax solutions revenues of $107.6 million, and higher flood data solutions revenues of $30.4 million primarily related to increased market volumes, market-share gains, and pricing. These increases were partially offset by lower valuation solutions revenue of $48.3 million due to the impacts of our AMC transformation program and lower other revenues of $6.9 million. Operating revenues attributable to the aforementioned business exits and AMC transformation were $65.6 million for the nine months ended September 30, 2019. Additionally, the UWS segment revenues reflected a total adverse impact of $4.3 million related to COVID-19.

Our corporate and eliminations were comprised of intercompany revenue eliminations between our operating segments.

Cost of Services (excluding depreciation and amortization)

Our consolidated cost of services was $439.0 million for the nine months ended September 30, 2020, a decrease of $47.9 million, or 9.8%, when compared to 2019. Excluding acquisition activity of $4.7 million, the decrease of $52.6 million was primarily due to favorable product mix.

Selling, General and Administrative Expenses

Our consolidated selling, general and administrative expenses were $393.2 million for the nine months ended September 30, 2020, an increase of $44.5 million, or 12.8%, when compared to 2019. Excluding acquisition activity of $2.9 million, the increase of $41.6 million was primarily due to higher costs as a result of the Unsolicited Proposal and the Proxy Contest of $36.9 million and higher other external services costs of $13.6 million, partially offset by lower travel costs of $7.3 million and lower compensation costs of $1.6 million.

Depreciation and Amortization

Our consolidated depreciation and amortization expense was $130.6 million for the nine months ended September 30, 2020, a decrease of $2.1 million, or 1.6%, when compared to 2019. Excluding acquisition activity of $1.4 million, the decrease of $3.5 million is primarily due to assets that were fully impaired during the prior year.

Impairment Loss

Our consolidated impairment loss was $1.2 million for the nine months ended September 30, 2020, a decrease of $46.6 million, or 97.4%, when compared to 2019, primarily due to prior year write-offs of clients lists of $32.3 million, software of $12.3 million, and licenses of $3.3 million related to the transformation of our AMC business, offset by current year impairment charges related to software.

Operating Income

Our consolidated operating income was $210.6 million for the nine months ended September 30, 2020, an increase of $138.9 million, or 193.8%, when compared to 2019, and consisted of the following:

(in thousands, except percentages)	2020		2019		$ Change		% Change
PIRM	$	65,249	$	44,110	$	21,139	47.9	%
UWS	281,567		121,946		159,621		130.9
Corporate and eliminations	(136,229)		(94,386)		(41,843)		44.3
Operating income	$	210,587	$	71,670	$	138,917	193.8	%

Our PIRM segment operating income increased by $21.1 million, or 47.9%, for the nine months ended September 30, 2020, when compared to 2019. Acquisitions lowered operating income by $0.9 million primarily due to investments in data and technology capabilities and the amortization of acquisition-related intangible assets. Excluding acquisition activity, operating income increased by $22.0 million and margins increased by 440 basis points primarily due to higher revenue, favorable product mix and the impact of our ongoing operational efficiency programs.

Our UWS segment operating income increased by $159.6 million, or 130.9%, for the nine months ended September 30, 2020, when compared to 2019. Acquisitions lowered operating income by $1.3 million primarily due to investments in data and technology capabilities and the amortization of acquisition-related intangible assets. Excluding acquisition activity, operating income increased by $160.9 million and margins increased by 2,130 basis points, primarily impacted by lower impairment loss, higher revenues, improved product mix, and the impact of our ongoing operational efficiency programs.

Corporate and eliminations had an unfavorable variance of $41.8 million, or 44.3%, for the nine months ended September 30, 2020, primarily due to higher costs associated with the Unsolicited Proposal and Proxy Contest.

Total Interest Expense, net

Our consolidated total interest expense, net, was $52.3 million for the nine months ended September 30, 2020, a decrease of $5.1 million, or 8.8%, when compared to 2019. The decrease was primarily due to lower interest rates as well as lower average outstanding principal balances.

Gain/(Loss) on Investments and Other, net

Our consolidated gain on investments and other, net, was $37.2 million for the nine months ended September 30, 2020, a favorable variance of $39.3 million, when compared to 2019. The variance is due to a gain of $35.1 million from the sale of an equity method investment, a prior year loss of $6.6 million related to revaluation of an equity investment, a prior year loss of $1.5 million from unamortized debt issuance cost write-offs due to financing activities, and other gains of $0.6 million; partially offset by higher losses of $3.1 million related to supplemental benefit plans and a loss of $1.4 million related to the impairment of an equity method investment.

Tax Indemnification Release

In the prior year, we recorded a $13.4 million loss related to the release of a tax indemnification receivable due to the expiration of the statutes of limitations in our principal state jurisdictions. Associated state tax reserves of $15.3 million were also released and recognized, in the prior year, as income tax benefit through the provision for income taxes.

Provision/(Benefit) for Income Taxes

Our consolidated provision/(benefit) for income taxes from continuing operations before equity in earnings of affiliates and income taxes was a provision of $19.4 million and a benefit of $9.0 million for the nine months ended September 30, 2020 and 2019, respectively. The effective tax rate was a provision of 10.0% and a benefit of 718.7% for the nine months ended September 30, 2020 and 2019, respectively. The change in the effective income tax rate was primarily due to the benefit recorded in relation to the settlement of an IRS examination in 2020 as compared to a smaller nonrecurring benefit recorded in 2019 related to the reversal of state tax reserves.

Equity in Earnings of Affiliates, net of tax

Our consolidated equity in earnings of affiliates, net of tax was $1.9 for the nine months ended September 30, 2020, a favorable variance of $1.4 when compared to 2019. We have equity interests in various affiliates which had higher earnings in the current period compared to prior year.

Income/(loss) from Discontinued Operations, Net of Tax

Our consolidated income/(loss) from discontinued operations, net of tax was $28.1 million for the nine months ended September 30, 2020, a favorable variance of $17.1 million when compared to 2019. The is primarily due to higher gains from our reseller businesses related to increased market volumes and a prior year loss principally related to the impact of an appellate court decision in August 2019 pertaining to a discontinued operating unit, for which we recorded a liability of $21.7 million as of September 30, 2019. See Note 14 - Discontinued Operations for further information.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our principal executive officer and principal financial officer have concluded that, as of the end of the quarterly period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, were effective, based on the evaluation of these controls and procedures required by Rule 13a-15(b).

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) that occurred during the quarter ended September 30, 2020, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Liquidity and Capital Resources

Cash and cash equivalents as of ~~September~~March 3031, ~~2020~~2021 totaled $~~302~~227.31 million, an increase of $~~198~~59.27 million from December 31, ~~2019~~2020. As of ~~September~~March 3031, ~~2020~~2021, our cash balances held in foreign jurisdictions totaled $6172.08 million and are primarily related to our international operations. We plan to maintain significant cash balances outside of the US for the foreseeable future.

Restricted cash of $10.54 million as of both ~~September~~March 3031, ~~2020~~2021 and December 31, ~~2019~~2020 is comprised of deposits that are pledged for various letters of credit/bank guarantees secured by us, escrow accounts due to acquisitions and divestitures, as well as short-term investments within our deferred compensation plan trust.

Cash Flow

Operating Activities. Cash provided by operating activities reflects net income adjusted for certain non-cash items and changes in operating assets and liabilities. Total cash provided by operating activities was approximately $~~419~~189.13 million and $~~247~~112.19 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019~~2020, respectively. Cash used in discontinued operating activities was $401.72 million and $~~29.~~7.8 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019~~2020, respectively. The increase in cash provided by continuing and discontinued operations were primarily due to higher net income as adjusted for non-cash activities and favorable changes in working capital items.

Investing Activities. Total cash ~~used~~provided inby investing activities was approximately $4319.50 million ~~and $96.9 million~~ during the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019,~~total ~~respectively.~~cash ~~Cash~~ used in ~~discontinued~~investing ~~operating~~ activities was $935.35 million ~~and~~during ~~$14.0 million for~~ the ~~nine~~three months ended ~~September 30,~~ 2020 ~~and 2019, respectively, which decrease was driven by lower investments in technology and innovation~~. ~~The~~Cash ~~decrease in cash~~ used in ~~continuing~~discontinued ~~operations~~operating activities was ~~primarily related higher proceeds from the sale of investments and other of~~ $421.47 million, ~~lower investments in technology~~ and ~~innovation of~~ $92.79 million, ~~and~~for ~~lower~~the ~~net~~three ~~cash~~months ~~paid~~ended ~~for~~March 31, ~~acquisitions~~2021 ofand ~~$1.2 million~~2020, ~~partially offset by lower cash received from a prior year sale of a business line of $4~~respectively.1 ~~million.~~

~~Financing~~Cash ~~Activities.~~provided ~~Total~~by ~~cash~~investing ~~used~~activities in ~~financing~~continuing ~~activities~~operations ~~was~~during ~~approximately~~2021 ~~$174.1~~was ~~million~~primarily ~~for~~related ~~the~~to ~~nine~~net ~~months~~cash ~~ended~~received ~~September 30,~~from ~~2020,~~the ~~which~~sale ~~was primarily comprised~~ of ~~dividends~~RPS ~~paid~~ of $6149.18 million, net ~~outflows~~of ~~from~~selling ~~share-based~~costs, ~~compensation-related~~partially ~~transactions~~offset ofby ~~$1.3~~cash ~~million,~~paid ~~share~~for ~~repurchases~~investments ofin ~~$9.3~~property ~~million,~~ and ~~repayments~~equipment ofand ~~long-term~~capitalized ~~debt~~data of $~~102~~12.54 million. ~~Total~~and ~~cash used in financing activities was approximately~~ $~~147~~8.26 million ~~for the nine months ended September 30~~, ~~2019, which was primarily comprised of net repayment of long-term debt of $83~~respectively.8 ~~million~~Additionally, ~~share~~we ~~repurchases~~paid cash of $618.61 million, net ~~outflows from share-based compensation-related transactions~~ of ~~$1.3~~cash ~~million~~acquired, ~~and~~related ~~contingent~~to ~~consideration~~the ~~payments~~ehouse ~~of $0~~acquisition.~~6 million.~~

Cash used in investing activities from continuing operations during 2020 was primarily related to investments in property and equipment and capitalized data of $12.3 million and $8.5 million, respectively. Additionally, we paid net cash of $11.8 million primarily related to the Location acquisition and made other investments of $0.6 million. These outflows were partially offset by proceeds from other investments of $0.7 million.

Financing Activities. Total cash used in financing activities was approximately $149.6 million for the three months ended March 31, 2021, which was primarily comprised of dividends paid of $24.1 million, net outflows from share-based compensation-related transactions of $18.3 million, and net repayments of long-term debt of $100.7 million. Total cash used in financing activities was approximately $25.6 million for the three months ended March 31, 2020, which was primarily comprised of dividends paid of $17.4 million, share repurchases of $2.4 million, net outflows from share-based compensation-related transactions of $5.1 million, and net repayment of long-term debt of $0.7 million.

Financing and Financing Capacity

We had total debt outstanding of $1.58 billion ~~and $1.6 billion~~ as of ~~September~~March 3031, ~~2020~~2021 and December 31, ~~2019, respectively~~2020. Our significant debt instruments and borrowing capacity are described below.

Credit Agreement

The existing Credit Agreement provides for a $1.8 billion term loan facility (the “Term Facility”), and a $750.0 million revolving credit facility (the “Revolving Facility”). The Term Facility matures and the Revolving Facility expires in May 2024. As of ~~September~~March 3031, ~~2020~~2021, we had borrowing capacity under the Revolving Facility of $~~750~~450.0 million and were in compliance with the financial and restrictive covenants of the Credit Agreement. See Note 5 - Long-Term Debt for further discussion.

43In connection with the Merger, we expect to repay and discharge in full all amounts outstanding under the Term Facility and Revolving Facility and to terminate the existing Credit Agreement. At the time of the Merger, as contemplated by the Merger Agreement, we expect to enter into a new credit agreement (the “New Credit Agreement”) with a consortium of lenders pursuant to a debt commitment letter with such lenders. Please see the section titled “Financing of the Merger” in the Definitive Proxy Statement for more information regarding the financing commitments entered into in connection with the Merger.

Senior Secured Notes

In anticipation of the Merger, Acquisition Sub issued 4.500% senior secured notes in the principal amount of $750,000,000 with a maturity date of May 1, 2028 (the “Senior Notes”, and together with the New Credit Agreement, the “New Financing Arrangements”). The Senior Notes issuance is part of the financing for the Merger. Substantially concurrently with the consummation of the Merger, Acquisition Sub will be merged with and into CoreLogic, with CoreLogic continuing as the surviving corporation and assuming all the obligations of Acquisition Sub with respect to the Senior Notes.

Interest Rate Swaps

We have entered into amortizing interest rate swaps (“Swaps”) in order to convert a portion of our interest rate exposure on the Term Facility floating rate borrowings from variable to fixed. Under the Swaps, we agree to exchange floating rate for fixed rate interest payments periodically over the life of the agreement. The floating rates in our Swaps are based on the one-month London interbank offering rate. The notional balances, terms and maturities of our Swaps are designed to have the effect of fixing the rate of interest on at least 50% of the principal balance of our senior term debt.

As of ~~September~~March 3031, ~~2020~~2021, the Swaps have a combined remaining notional balance of $1.2 billion, a weighted average fixed interest rate of 2.4068% (rates range from 02.6661% to 2.98%), and scheduled terminations through December 2025. Notional balances under our Swaps are scheduled to increase and decrease based on our expectations of the level of variable rate debt to be in effect in future periods. Currently, we have scheduled notional amounts approximately $1.2 billion through September 2021, then $1.1 billion ~~and~~through March 2022, $1.0 billion through August 2022, and ~~$496.8~~approximately ~~million and~~ $~~465~~500.0 million through December 2025. Approximate weighted average fixed interest rates for the aforementioned time periods are 2.5966%, 2.78%, 2.77%, and 2.64%, respectively.

Liquidity and Capital Strategy

We expect that cash flow from operations and current cash balances, together with available borrowings under our Revolving Facility (until the closing of the Merger) and under the New Financing Arrangements (following the closing of the Merger), will be sufficient to meet operating requirements through the next twelve months. Cash available from operations, however, could be affected by any general economic downturn, such as financial impacts related to COVID-19, or any decline or adverse changes in our business such as a loss of clients, challenges collecting payments from clients, competitive pressures, or other significant change in our business environment.

WeIn ~~strive~~July to2020, ~~pursue~~our aBoard ~~balanced~~of ~~approach~~Directors tocanceled ~~capital~~all ~~allocation~~prior repurchase authorizations and ~~initiated~~established a ~~regular~~new ~~dividend~~share inrepurchase ~~December~~authorization ~~2019~~of up to $1.0 Webillion. ~~will~~During ~~also~~the ~~continue~~three tomonths ~~evaluate~~ended ~~the~~March 31, 2021, we did not repurchase ofany shares of our common stock. As of March 31, ~~management~~2021, we had $500.0 million in value of ~~outstanding~~shares ~~debt~~available to be repurchased under the plan. Pursuant to the Merger Agreement, ~~and~~we agreed to refrain from repurchasing our capital stock during the ~~pursuit~~Interim ofOperating ~~strategic~~Period, ~~acquisitions~~subject to the terms, limitations and ~~investments~~exceptions onset anforth ~~opportunistic~~in ~~basis~~the Merger Agreement.

InFor ~~July~~the ~~2020,~~three ~~our~~months ~~Board~~ended ofMarch ~~Directors~~31, ~~canceled~~2021, ~~all~~we ~~prior~~paid ~~repurchase~~cash ~~authorizations~~dividends ~~and established a new share repurchase authorization~~ of ~~up to~~ $124.01 ~~billion~~million. ~~During~~In ~~the~~July ~~nine months ended September 30,~~ 2020, weour ~~repurchased~~Board ~~0.2 million shares~~ of ~~our~~Directors ~~common~~announced ~~stock~~a ~~for~~50% ~~$9.3~~increase ~~million. The Company expects~~ to ~~fully~~the ~~utilize~~quarterly ~~such~~cash ~~repurchase~~dividend, ~~authorization~~declaring bya ~~the~~cash ~~end~~dividend of ~~2022, inclusive of~~ $~~500.~~0.33 ~~million~~per ofshare ~~shares by the end~~ of ~~2020.~~common ~~Purchases~~stock ~~may~~which bewas ~~made~~paid ~~from time to time~~ in ~~the~~September ~~open~~2020, ~~market~~December at2020, ~~prevailing~~and ~~market~~March ~~prices~~2021. orPursuant into ~~privately~~the ~~negotiated~~Merger ~~transactions~~Agreement, ~~and~~we ~~may~~agreed ~~be made according~~ to arefrain ~~plan~~from ~~adopted~~declaring ~~pursuant~~or topaying ~~Rule~~any ~~10b5-1~~further ~~promulgated~~dividends ~~under~~during the ~~Securities~~Interim ~~Exchange~~Operating ~~Act of 1934~~Period, assubject ~~amended.~~to ~~See~~the ~~Item~~terms, 2limitations ~~- Unregistered Sales of Equity Securities~~ and ~~Use~~exceptions ofset ~~Proceeds~~forth -in ~~Purchases of Equity Securities by~~ the ~~Issuer~~Merger ~~and Affiliated Purchasers for further discussion~~Agreement.

~~For~~We ~~the~~strive ~~nine~~to ~~months~~pursue ~~ended~~a ~~September~~balanced ~~30,~~approach ~~2020,~~to wecapital ~~paid cash dividends of $61~~allocation.1 ~~million.~~Subject Into ~~July~~the ~~2020,~~limitations ~~our~~during ~~Board~~the ofInterim ~~Directors~~Operating ~~announced~~Period aon ~~50%~~our ~~increase~~ability to ~~the~~(i) ~~quarterly~~make ~~cash~~acquisitions ~~dividend,~~or ~~declaring~~capital aexpenditures ~~cash~~above ~~dividend~~certain ofthresholds, ~~$0.33~~(ii) ~~per~~repurchase ~~share~~our ofcapital ~~common~~ stock, ~~which~~subject ~~was paid in September 2020. We expect~~ to ~~make~~certain ~~regular~~exceptions, ~~quarterly~~(iii) ~~dividend~~declare ~~payments~~or ~~for~~pay ~~the~~dividends, ~~foreseeable~~and ~~future.~~(iv) ~~The~~incur ~~timing,~~indebtedness ~~declaration,~~in ~~and~~excess ~~payment~~ of ~~future~~certain ~~dividends~~thresholds, ~~however,~~in ~~falls~~each ~~within~~case ~~the~~pursuant ~~discretion~~to ofthe ~~our~~Merger ~~Board~~Agreement ~~of Directors~~ and ~~will~~subject ~~depend~~to ~~upon~~the ~~many factors~~terms, ~~including~~limitations ~~the~~and ~~Company’s~~exceptions ~~financial~~set ~~condition~~forth ~~and earnings~~therein, ~~the~~we ~~capital~~will ~~requirements~~also ofcontinue ~~our~~to ~~businesses,~~evaluate ~~restrictions~~management ~~imposed~~of byoutstanding ~~applicable~~debt ~~law,~~ and ~~any~~pursuits ~~other factors our Board~~ of ~~Directors~~strategic ~~deems~~acquisitions ~~relevant~~and ~~from~~investments ~~time~~on toan ~~time~~opportunistic basis.

Availability of Additional Capital

Our access to additional capital fluctuates as market conditions change. There may be times when the private capital markets and the public debt or equity markets lack sufficient liquidity or when our securities cannot be sold at attractive prices, in which case we would not be able to access capital from these sources. Based on current market conditions and our financial condition (including our ability to satisfy the conditions contained in our debt instruments that are required to be satisfied to permit us to incur additional indebtedness), we believe that we have the ability to effectively access these liquidity sources for new borrowings. However, continued general economic instability, such as financial impacts resulting from COVID-19 which has caused, and may continue to cause, disruptions in the financial markets or a weakening of our financial condition, including a significant decrease in our profitability, or cash flows, or a material increase in our leverage, could adversely affect our ability to access these markets on acceptable terms or at all and/or increase our cost of borrowings.

4437

However, continued general economic instability, such as financial impacts resulting from COVID-19 which has caused, and may continue to cause, disruptions in the financial markets or a weakening of our financial condition, including a significant decrease in our profitability or cash flows or a material increase in our leverage, could adversely affect our ability to access these markets and/or increase our cost of borrowings.

Additionally, if the Merger is consummated, our capital structure will change, as our common stock will no longer be publicly traded and we will be subject to the New Financing Arrangements. Please refer to the section titled “Financing of the Merger” in the Definitive Proxy Statement for more information regarding the equity and debt financing commitments entered into in connection with the Merger.

Critical Accounting Policies and Estimates

For additional information with respect to our critical accounting policies, which are those that could have the most significant effect on our reported results and require subjective or complex judgments by management, see Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020. Management believes there have been no material changes to this information.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Our primary exposure to market risk relates to interest-rate risk associated with certain financial instruments. We monitor our risk associated with fluctuations in interest rates and currently use derivative financial instruments to hedge some of these risks.

As of ~~September~~March 3031, ~~2020~~2021, we had approximately $1.58 billion in gross, long-term debt outstanding, predominately all of which was variable-interest-rate debt. An increase in interest rates could increase the costs of our variable-interest-rate debt obligations. Rising interest rates could also limit our ability to refinance our debt when it matures or cause us to pay higher interest rates upon refinancing and increase interest expense on refinanced indebtedness.

To manage our interest rate risk we have entered into Swaps in order to convert a portion of our interest rate exposure on the Term Facility floating rate borrowings from variable to fixed. Under the Swaps, we agree to exchange floating rate for fixed rate interest payments periodically over the life of the agreement. The notional balances, terms and maturities of our Swaps are designed to have the effect of fixing the rate of interest on at least 50% of the principal balance of our senior term debt. As of ~~September~~March 3031, ~~2020~~2021, the combined remaining notional balance of the Swaps was $1.2 billion, with a weighted average fixed interest rate of 2.4068% (rates range from 02.6661% to 2.98%), and scheduled terminations through December 2025. Notional balances under our Swaps are scheduled to increase and decrease over their contract lengths based on our expectations of the level of variable rate debt to be in effect in future periods. After giving effect to the Swaps, a hypothetical 1% increase or decrease in interest rates would result in an approximately $01.94 million change to interest expense on our existing indebtedness as of ~~September~~March 3031, ~~2020~~2021, on a quarterly basis.

Although we are subject to foreign currency exchange rate risk as a result of our operations in certain foreign countries, the foreign exchange exposure related to these operations, in the aggregate, is not material to our financial condition or results of operations.

45Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) that occurred during the quarter ended March 31, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II: OTHER INFORMATION

Item 1. Legal Proceedings.

For a description of our legal proceedings, see Note 9 – Litigation and Regulatory Contingencies and our discussion of discontinued operations within Note 14 - Discontinued Operations of our condensed consolidated financial statements, which is incorporated by reference in response to this item.

Item 1A. Risk Factors.

WeSee ~~have~~section ~~described~~entitled in“Risk ~~Part~~Factors” I,in Item 1A of ~~our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and in~~ Part ~~II,~~I ~~Item 1A~~ of our ~~Quarterly~~2020 ~~Reports on Form~~ 10-QK for ~~the~~a ~~quarters~~full ~~ended~~description ~~March~~of ~~31, 2020 and June 30, 2020, the primary risks related to our business, and we may periodically update those risks for~~ material ~~developments. Those~~ risks are not the only ones we face, but do represent those risks that we believe are material to us. Our business is also subject to the risks that affect many other companies, such as general economic conditions, geopolitical events and ~~employment relations. Additional risks and~~ uncertainties ~~not~~regarding ~~presently known to~~ us orand ~~that we currently deem immaterial may also harm~~ our business. ~~Please~~There ~~read~~have ~~the~~been ~~cautionary~~no ~~notice~~material ~~regarding~~changes ~~forward-looking~~to ~~statements~~these ~~under the heading “Management's Discussion and Analysis of Financial Condition and Results of Operations.” You should carefully consider the~~ risks and uncertainties ~~our~~disclosed ~~business faces. We are including two supplemental risk factors below, which disclosures should be read~~ in ~~conjunction with the risk factors described in~~ our ~~Annual~~2020 ~~Report on Form~~ 10-K ~~for the fiscal year ended December 31, 2019 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020~~.

The Unsolicited Proposal and Proxy Contest being pursued by Senator and Cannae could cause us to incur substantial costs, divert management’s attention and resources and be disruptive to, and have an adverse effect on, our business.39

On June 26, 2020, we received the Unsolicited Proposal from Senator and Cannae to acquire all of the outstanding shares of the Company’s common stock for $65.00 per share in cash, which initial proposal was revised by Senator and Cannae on September 14, 2020 by $1.00 per share to $66.00 per share in cash. Our Board of Directors carefully reviewed the Unsolicited Proposal and unanimously concluded, in consultation with its independent financial and legal advisors, to reject the Unsolicited Proposal, as it significantly undervalues the Company, raises serious regulatory concerns and is not in the best interests of the Company and its stockholders. On July 14, 2020, we received written notification from the FTC that the FTC is conducting an investigation of the proposed acquisition of the Company by Senator and Cannae, and on August 7, 2020, the Company received a Civil Investigative Demand and subpoena from the FTC in connection with the FTC’s investigation into Senator and Cannae, requiring that the Company produce information in connection with that investigation.

On July 29, 2020, in connection with the Unsolicited Proposal, Senator and Cannae issued a press release, and subsequently filed a Schedule 13D/A with the SEC, announcing their initiation of a process to call a special meeting of stockholders in order to, among other things, remove nine current members of our Board of Directors and nominate nine new directors to serve on our Board of Directors. Although our Board of Directors opposes the actions being pursued by Senator and Cannae because they believe these proposals are not in the best interests of the Company’s stockholders, on August 9, 2020, the Board of Directors determined to call a special meeting to provide stockholders the opportunity to vote and express their views. For more information, see above under Management’s Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations - Overview of Business Environment and Company Developments - Unsolicited Proposal and Proxy Contest.

On October 28, 2020, we issued a press release confirming that we are engaging with third parties that have indicated interest in a potential acquisition of the Company at a value at or above $80 per share. On November 3, 2020, we issued a press release announcing that our Board of Directors is conducting the Strategic Review to maximize shareholder value.

The events surrounding the Unsolicited Proposal and related circumstances, including the pending Proxy Contest being pursued by Senator and Cannae and the Strategic Review, have required, and are likely to continue to require, significant time and attention of management and our Board of Directors and our incurrence of significant legal and advisory fees and expenses. Actions taken by Senator and Cannae or other third parties as a result of the Unsolicited Proposal and the Proxy Contest could disrupt our business, divert the time and attention of management and our employees away from our business operations, cause us to incur substantial additional expense, create perceived uncertainties among current and potential customers, clients, suppliers, employees and other constituencies as to our future direction as a consequence thereof that may result in lost sales or other business arrangements and the loss of potential business opportunities, and make it more difficult to attract and retain qualified personnel and business partners. Actions that our Board of Directors has taken, and may take in the future, in response to any offer or other related actions by Senator and Cannae, including the Unsolicited Proposal and the Proxy Contest, or any other offer or proposal, may result in litigation against us, which could also be a significant distraction for our management and employees and may require us to incur significant costs or otherwise result in an adverse effect on the Company.

If Senator and Cannae's nominees were to be appointed to the Board of Directors at the special meeting of stockholders to be held on November 17, 2020, it may adversely affect our ability to effectively and timely implement our business strategy to create additional value for our stockholders and, while there is no assurance that any transaction will occur, may facilitate an acquisition of the Company by Senator and Cannae, or otherwise, at a price and on terms comparable to the Unsolicited Proposal, which our Board of Directors has determined significantly undervalues the Company, raises serious regulatory concerns and is not in the best interests of the Company‘s stockholders. Furthermore, if Senator and Cannae are successful in replacing at least a majority of the members of our Board of Directors, a change in control of the Board of Directors may be deemed to have occurred under certain of our contracts and agreements, and trigger change in control provisions under employment and change in control agreements with our named executive officers, our equity compensation and deferred compensation plans, and our revolving credit facility and indentures (although the Board of Directors has approved the nomination of Senator and Cannae’s nine director nominees solely for purposes of the revolving credit facility and as a result, the Company believes the nomination for appointment of such nominees will not trigger the change in control provision under the revolving credit facility or indentures). These change in control provisions may cause us to incur significant additional expense and/or tax liabilities.

As a result of numerous factors including those identified above, the future trading price of our common stock could be subject to price fluctuations based on uncertainty associated with the Unsolicited Proposal, the outcome of the proxy contest and other temporary or speculative market perceptions.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

During the quarter ended September 30, 2020, we did not issue any shares of our common stock in any transaction that was not registered under the Securities Act of 1933, as amended.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

In July 2020, our Board of Directors canceled all prior repurchase authorizations and established a new share repurchase authorization of up to $1.0 billion. As of September 30, 2020, we had $1.0 billion in value of shares of common stock (inclusive of commissions and fees) available to be repurchased under the repurchase authorization. The stock repurchase authorization has no expiration date and repurchases may be made from time to time in the open market, in privately negotiated transactions or pursuant to a Rule 10b5-1 plan.

Under our Credit Agreement, our stock repurchase capacity is restricted to $150.0 million per fiscal year, with the ability to undertake an additional amount of repurchases in such fiscal year provided that, on a pro forma basis after giving effect to the stock repurchase, our total leverage ratio does not exceed 3.5 to 1.0. While we are currently prioritizing capital return to our stockholders through stock repurchases, we continue to pursue a balanced approach to capital allocation and will consider the repurchase of shares of our common stock, the retirement of outstanding debt and the pursuit of strategic acquisitions on an opportunistic basis.

We did not repurchase any shares of our common stock during the quarter ended September 30, 2020.

Item 6. Exhibits.

ExhibitNumber						Description
2.1						Agreement and Plan of Merger, dated as of February 4, 2021, among CoreLogic, Inc., Celestial-Saturn Parent Inc. and Celestial-Saturn Merger Sub Inc. (Incorporated by reference herein from Exhibit 2.1 to the Company’s Current Report on Form 8-K as filed with the SEC on February 8, 2021).
3.1						Amended and Restated Certificate of Incorporation of CoreLogic, Inc., dated May 28, 2010 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K as filed with the SEC on June 1, 2010)
3.2						Amended and Restated Bylaws of CoreLogic, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K as filed with the SEC on July 7, 2020).
3.3						Certificate of Designation, Preferences, and Rights of Series A Junior Participating Preferred Stock of CoreLogic, Inc., dated July 7, 2020 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K as filed with the SEC on July 7, 2020)
4.1						Rights Agreement dated as of July 6, 2020, by and between the Company and Equiniti Trust Company, as rights agent, which includes as Exhibit B the Form of Rights Certificate (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K as filed with the SEC on July 7, 2020)
4.4						Amendment to Rights Agreement, dated as of February 4, 2021, by and between CoreLogic, Inc. and Equiniti Trust Company (Incorporated by reference herein from Exhibit 4.1 to the Company’s Current Report on Form 8-K as filed with the SEC on February 8, 2021).
10.1						~~Employment~~Form ~~Agreement,~~of ~~dated~~Notice ~~October~~of ~~28,~~Restricted ~~2020,~~Stock ~~between~~Unit ~~the~~Grant ~~Company~~ and ~~Patrick~~Form Lof Restricted Stock Unit Award Agreement (2021 NEO) under the CoreLogic, Inc. ~~Doddü~~2018 Performance Incentive Plan.ü†
10.2						Form of Notice of Performance-Based Restricted Stock Unit Grant and Form of Performance-Based Restricted Stock Unit Award Agreement (~~NEO~~2021) under the CoreLogic, Inc. 2018 Performance Incentive ~~Planü~~Plan.ü†
10.3						Form of Notice of Performance-Based Restricted Stock Unit Grant and Form of Performance-Based Restricted Stock Unit Award Agreement (NEO) under the CoreLogic, Inc. 2018 Performance Incentive Planü
31.1						Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. ü
10.4						Form of Change in Control Agreementü
10.5						Form of Change in Control Letter Amendmentü
10.6						Amendment to Executive Supplemental Benefit Plan and Management Supplemental Benefit Plan, effective as of September 3, 2020ü
31.1						Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 ü
31.2						Certification by Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 ü
32.1						Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350. **
32.2						Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350. **
101						The following unaudited consolidated financial statements for the quarter ended ~~September~~March 3031, ~~2020~~2021 included in this quarterly report on Form 10-Q formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Stockholders' Equity, and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed ~~tagsü~~tags.ü
104						Cover Page Interactive Data File (formatted in Inline XBRL and included in the interactive data files submitted as Exhibit 101).ü

49ü Filed herewith. ** Furnished herewith. † Indicates a management contract or compensatory plan or arrangement in which any director or named executive officer participates.

~~ü Filed herewith. ** Furnished herewith.~~40

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		CoreLogic, Inc.
		(Registrant)
		By: /s/ Frank D. Martell
		Frank D. Martell
		President and Chief Executive Officer
		(Principal Executive Officer)
		By: /s/ James L. Balas
		James L. Balas
		Chief Financial Officer
		(Principal Financial Officer)
		By: /s/ John K. Stumpf
		John K. Stumpf
		Controller
		(Principal Accounting Officer)
Date:	~~November~~May 37, ~~2020~~2021

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