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 30, 2020~~March 31, 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 28, 2020~~May 4, 2021 there were ~~77,778,688~~73,618,482 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~~March 31, 2021 and December 31, ~~2019~~2020	1

	B. Condensed Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~	2

	C. Condensed Consolidated Statements of Comprehensive Income for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~	3

	D. Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~	4

	E. Condensed Consolidated Statements of Stockholders' Equity for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~	76

	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	5041

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements.

CoreLogic, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)


(in thousands, except par value)	(in thousands, except par value)	September 30,		December 31,		(in thousands, except par value)	March 31,		December 31,
Assets	Assets	2020		2019		Assets	2021		2020
Current assets:	Current assets:					Current assets:
Cash and cash equivalents		$	302,329	$	104,162
Cash and Cash Equivalents						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)						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	Prepaid expenses and other current assets	84,595		53,105		Prepaid expenses and other current assets	66,148		82,794
Assets of discontinued operations	Assets of discontinued operations	207,791		201,986		Assets of discontinued operations	166,621		202,417

Total current assets	Total current assets	874,207		606,936		Total current assets	780,480		755,835
Property and equipment, net	Property and equipment, net	407,228		424,670		Property and equipment, net	401,552		406,114
Operating lease assets	Operating lease assets	86,489		65,825		Operating lease assets	80,724		82,459
Goodwill, net	Goodwill, net	2,298,876		2,286,896		Goodwill, net	2,319,411		2,315,495
Other intangible assets, net	Other intangible assets, net	334,363		375,629		Other intangible assets, net	310,226		320,921
Capitalized data and database costs, net	Capitalized data and database costs, net	314,399		308,409		Capitalized data and database costs, net	321,528		321,211
Investment in affiliates, net		1,121		16,666

Other assets	Other assets	76,787		74,250		Other assets	114,502		81,187
Total assets	Total assets	$	4,393,470	$	4,159,281	Total assets	$	4,328,423	$	4,283,222
Liabilities and Equity	Liabilities and Equity					Liabilities and Equity
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable and other accrued expenses	Accounts payable and other accrued expenses	$	190,997	$	139,511	Accounts payable and other accrued expenses	$	208,149	$	177,606
Accrued salaries and benefits	Accrued salaries and benefits	91,763		83,418		Accrued salaries and benefits	57,698		57,499
Dividends payable		0		17,374

Contract liabilities, current	Contract liabilities, current	401,986		320,634		Contract liabilities, current	478,074		411,821
Liabilities of discontinued operations	Liabilities of discontinued operations	50,497		42,708		Liabilities of discontinued operations	56,339		44,677
Current portion of long-term debt	Current portion of long-term debt	21,382		56,022		Current portion of long-term debt	9,003		43,230
Operating lease liabilities, current	Operating lease liabilities, current	16,245		18,058		Operating lease liabilities, current	14,833		15,566
Total current liabilities	Total current liabilities	772,870		677,725		Total current liabilities	824,096		750,399
Long-term debt, net of current	Long-term debt, net of current	1,548,785		1,610,538		Long-term debt, net of current	1,763,212		1,828,003
Contract liabilities, net of current	Contract liabilities, net of current	584,907		563,190		Contract liabilities, net of current	631,019		617,318
Deferred income tax liabilities	Deferred income tax liabilities	67,171		92,783		Deferred income tax liabilities	99,280		91,853
Operating lease liabilities, net of current	Operating lease liabilities, net of current	103,293		85,139		Operating lease liabilities, net of current	97,953		99,966

Other liabilities	Other liabilities	193,705		178,696		Other liabilities	156,778		172,421
Total liabilities	Total liabilities	3,270,731		3,208,071		Total liabilities	3,572,338		3,559,960

Stockholders' equity:	Stockholders' equity:					Stockholders' equity:
Preferred stock, $0.00001 par value; 500 shares authorized, 0 shares issued or outstanding	Preferred stock, $0.00001 par value; 500 shares authorized, 0 shares issued or outstanding	0		0		Preferred stock, $0.00001 par value; 500 shares authorized, 0 shares issued or outstanding	0		0
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						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	Additional paid-in capital	135,267		111,000		Additional paid-in capital	0		0
Retained earnings	Retained earnings	1,185,904		1,006,992		Retained earnings	914,622		893,404
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(198,433)		(166,783)		Accumulated other comprehensive loss	(158,538)		(170,143)
Total stockholders' equity	Total stockholders' equity	1,122,739		951,210		Total stockholders' equity	756,085		723,262

Total liabilities and equity	Total liabilities and equity	$	4,393,470	$	4,159,281	Total liabilities and equity	$	4,328,423	$	4,283,222

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 Nine Months Ended					For the Three Months Ended
		September 30,				September 30,					March 31,
(in thousands, except per share amounts)	(in thousands, except per share amounts)	2020		2019		2020		2019		(in thousands, except per share amounts)		2021		2020
Operating revenues	Operating revenues	$	436,727	$	375,571	$	1,174,733	$	1,088,032	Operating revenues		$	422,785	$	352,920
Cost of services (excluding depreciation and amortization shown below)	Cost of services (excluding depreciation and amortization shown below)	154,192		164,715		439,032		486,973		Cost of services (excluding depreciation and amortization shown below)		162,559		144,525
Selling, general and administrative expenses	Selling, general and administrative expenses	165,742		106,600		393,247		348,788		Selling, general and administrative expenses		130,008		109,624
Depreciation and amortization	Depreciation and amortization	43,610		42,389		130,639		132,767		Depreciation and amortization		44,781		43,578
Impairment loss		0		0		1,228		47,834

Total operating expenses	Total operating expenses	363,544		313,704		964,146		1,016,362		Total operating expenses		337,348		297,727
Operating income	Operating income	73,183		61,867		210,587		71,670		Operating income		85,437		55,193
Interest expense:	Interest expense:									Interest expense:
Interest income	Interest income	100		349		611		1,728		Interest income		98		414
Interest expense	Interest expense	17,021		19,852		52,958		59,137		Interest expense		16,401		18,193
Total interest expense, net	Total interest expense, net	(16,921)		(19,503)		(52,347)		(57,409)		Total interest expense, net		(16,303)		(17,779)
Gain/(loss) on investments and other, net		35,674		227		37,154		(2,116)
Loss on investments and other, net										Loss on investments and other, net		(502)		(3,857)

Tax indemnification release		0		0		0		(13,394)

Income/(loss) from continuing operations before equity in earnings of affiliates and income taxes		91,936		42,591		195,394		(1,249)
(Benefit)/provision for income taxes		(9,560)		11,530		19,433		(8,976)

Income from continuing operations before equity in earnings of affiliates and income taxes										Income from continuing operations before equity in earnings of affiliates and income taxes		68,632		33,557
Provision for income taxes										Provision for income taxes		13,689		9,785
Income from continuing operations before equity in earnings of affiliates	Income from continuing operations before equity in earnings of affiliates	101,496		31,061		175,961		7,727		Income from continuing operations before equity in earnings of affiliates		54,943		23,772
Equity in earnings of affiliates, net of tax	Equity in earnings of affiliates, net of tax	971		607		1,859		498		Equity in earnings of affiliates, net of tax		0		512
Net income from continuing operations	Net income from continuing operations	102,467		31,668		177,820		8,225		Net income from continuing operations		54,943		24,284
Income/(loss) from discontinued operations, net of tax		10,679		(8,485)		28,149		11,073

Income from discontinued operations, net of tax										Income from discontinued operations, net of tax		3,907		9,535
Loss from sale of discontinued operations, net of tax										Loss from sale of discontinued operations, net of tax		(5,288)		0
Net income	Net income	$	113,146	$	23,183	$	205,969	$	19,298	Net income		$	53,562	$	33,819

Basic income per share:	Basic income per share:									Basic income per share:
Net income from continuing operations	Net income from continuing operations	$	1.29	$	0.40	$	2.24	$	0.10	Net income from continuing operations		$	0.75	$	0.31
Income/(loss) from discontinued operations, net of tax		0.13		(0.11)		0.35		0.14

Income from discontinued operations, net of tax										Income from discontinued operations, net of tax		0.05		0.12
Loss from sale of discontinued operations, net of tax										Loss from sale of discontinued operations, net of tax		(0.07)		0
Net income	Net income	$	1.42	$	0.29	$	2.59	$	0.24	Net income		$	0.73	$	0.43
Diluted income per share:	Diluted income per share:									Diluted income per share:
Net income from continuing operations	Net income from continuing operations	$	1.26	$	0.39	$	2.19	$	0.10	Net income from continuing operations		$	0.73	$	0.30
Income/(loss) from discontinued operations, net of tax		0.13		(0.10)		0.35		0.14

Income from discontinued operations, net of tax										Income from discontinued operations, net of tax		0.05		0.12
Loss from sale of discontinued operations, net of tax										Loss from sale of discontinued operations, net of tax		(0.07)		0
Net income	Net income	$	1.39	$	0.29	$	2.54	$	0.24	Net income		$	0.71	$	0.42
Weighted-average common shares outstanding:	Weighted-average common shares outstanding:									Weighted-average common shares outstanding:
Basic	Basic	79,467		79,761		79,300		80,138		Basic		73,228		79,028
Diluted	Diluted	81,402		80,914		81,136		81,205		Diluted		75,135		80,525

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 Nine Months Ended					For the Three Months Ended
		September 30,				September 30,					March 31,
(in thousands)	(in thousands)	2020		2019		2020		2019		(in thousands)		2021		2020
Net income	Net income	$	113,146	$	23,183	$	205,969	$	19,298	Net income		$	53,562	$	33,819
Other comprehensive income/(loss)	Other comprehensive income/(loss)									Other comprehensive income/(loss)

Market value adjustments on interest rate swaps, net of tax	Market value adjustments on interest rate swaps, net of tax	7,905		(8,121)		(30,475)		(41,415)		Market value adjustments on interest rate swaps, net of tax		13,330		(36,890)
Reclassification adjustment for gain on terminated interest rate swap included in net income		0		0		0		(67)

Foreign currency translation adjustments	Foreign currency translation adjustments	10,799		(13,529)		(1,211)		(9,007)		Foreign currency translation adjustments		(1,811)		(38,690)
Supplemental benefit plans adjustments, net of tax	Supplemental benefit plans adjustments, net of tax	(76)		(149)		36		(448)		Supplemental benefit plans adjustments, net of tax		86		187
Total other comprehensive income/(loss)	Total other comprehensive income/(loss)	18,628		(21,799)		(31,650)		(50,937)		Total other comprehensive income/(loss)		11,605		(75,393)
Comprehensive income/(loss)	Comprehensive income/(loss)	$	131,774	$	1,384	$	174,319	$	(31,639)	Comprehensive income/(loss)		$	65,167	$	(41,574)

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)	(in thousands)			2020			2019		(in thousands)		2021			2020
Cash flows from operating activities:	Cash flows from operating activities:							Cash flows from operating activities:
Net income	Net income	$	205,969		$	19,298		Net income	$	53,562		$	33,819
Less: Income from discontinued operations, net of tax	Less: Income from discontinued operations, net of tax	28,149			11,073			Less: Income from discontinued operations, net of tax	3,907			9,535

Less: Loss from sale of discontinued operations, net of tax								Less: Loss from sale of discontinued operations, net of tax	(5,288)			0
Net income from continuing operations	Net income from continuing operations	177,820			8,225			Net income from continuing operations	54,943			24,284
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:	Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:							Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	130,639			132,767			Depreciation and amortization	44,781			43,578
Amortization of debt issuance costs	Amortization of debt issuance costs	3,710			3,836			Amortization of debt issuance costs	1,237			1,235
Amortization of operating lease assets	Amortization of operating lease assets	11,067			11,675			Amortization of operating lease assets	3,660			3,656
Impairment loss		1,228			47,834

Provision for bad debt and claim losses	Provision for bad debt and claim losses	14,020			10,998			Provision for bad debt and claim losses	5,089			3,357
Share-based compensation	Share-based compensation	33,898			26,018			Share-based compensation	9,634			7,961

Equity in earnings of affiliates, net of taxes	Equity in earnings of affiliates, net of taxes	(1,859)			(498)			Equity in earnings of affiliates, net of taxes	0			(512)
Gain on sale of property and equipment		1,360			(3)
Loss on early extinguishment of debt		0			1,453

Deferred income tax	Deferred income tax	56			(10,642)			Deferred income tax	2,942			2,092
Impairment loss on investment in affiliates		0			1,511
Gain on investments and other, net		(37,154)			(847)
Tax indemnification release		0			13,394

Loss on investments and other, net								Loss on investments and other, net	502			3,857

Change in operating assets and liabilities, net of acquisitions:	Change in operating assets and liabilities, net of acquisitions:							Change in operating assets and liabilities, net of acquisitions:
Accounts receivable	Accounts receivable	(33,159)			(23,218)			Accounts receivable	(16,570)			7,709
Prepaid expenses and other current assets	Prepaid expenses and other current assets	(2,104)			(7,201)			Prepaid expenses and other current assets	(5,755)			3,538
Accounts payable and other accrued expenses	Accounts payable and other accrued expenses	54,847			(19,894)			Accounts payable and other accrued expenses	26,907			(15,459)
Contract liabilities	Contract liabilities	102,302			19,899			Contract liabilities	79,954			24,457

Income taxes	Income taxes	(32,815)			31,239			Income taxes	20,749			4,930
Dividends received from investments in affiliates	Dividends received from investments in affiliates	109			0			Dividends received from investments in affiliates	0			185
Other assets and other liabilities	Other assets and other liabilities	(45,550)			(29,122)			Other assets and other liabilities	(39,936)			(9,808)
Net cash provided by operating activities - continuing operations	Net cash provided by operating activities - continuing operations	378,415			217,424			Net cash provided by operating activities - continuing operations	188,137			105,060
Net cash provided by operating activities - discontinued operations	Net cash provided by operating activities - discontinued operations	40,687			29,669			Net cash provided by operating activities - discontinued operations	1,156			7,804
Total cash provided by operating activities	Total cash provided by operating activities	$	419,102		$	247,093		Total cash provided by operating activities	$	189,293		$	112,864
Cash flows from investing activities:	Cash flows from investing activities:							Cash flows from investing activities:

Purchases of property and equipment	Purchases of property and equipment	$	(40,187)		$	(52,807)		Purchases of property and equipment	$	(12,447)		$	(12,344)
Purchases of capitalized data and other intangible assets	Purchases of capitalized data and other intangible assets	(28,717)			(25,845)			Purchases of capitalized data and other intangible assets	(8,599)			(8,540)
Cash paid for acquisitions, net of cash acquired	Cash paid for acquisitions, net of cash acquired	(12,045)			(13,280)			Cash paid for acquisitions, net of cash acquired	(8,072)			(11,760)
Purchases of investments	Purchases of investments	(1,315)			(658)			Purchases of investments	0			(631)
Cash received from sale of business-lines		0			4,109

Proceeds from sale of property and equipment		0			3
Cash received from sale of discontinued operations								Cash received from sale of discontinued operations	49,838			0

Proceeds from investments and other	Proceeds from investments and other	48,035			5,591			Proceeds from investments and other	0			651

Net cash used in investing activities - continuing operations		(34,229)			(82,887)
Net cash provided by/(used in) investing activities - continuing operations								Net cash provided by/(used in) investing activities - continuing operations	20,720			(32,624)
Net cash used in investing activities - discontinued operations	Net cash used in investing activities - discontinued operations	(9,259)			(13,987)			Net cash used in investing activities - discontinued operations	(1,694)			(2,892)
Total cash used in investing activities		$	(43,488)		$	(96,874)
Total cash provided by/(used in) investing activities								Total cash provided by/(used in) investing activities	$	19,026		$	(35,516)
Cash flows from financing activities:	Cash flows from financing activities:							Cash flows from financing activities:
Proceeds from long-term debt		$	0		$	1,770,000
Debt issuance costs		0			(9,621)

Repayment of long-term debt	Repayment of long-term debt	(102,461)			(1,844,155)			Repayment of long-term debt	$	(100,708)		$	(723)

Proceeds from issuance of shares in connection with share-based compensation	Proceeds from issuance of shares in connection with share-based compensation	8,487			8,391			Proceeds from issuance of shares in connection with share-based compensation	3,109			2,932
Payment of tax withholdings related to net share settlements	Payment of tax withholdings related to net share settlements	(9,816)			(9,645)			Payment of tax withholdings related to net share settlements	(21,417)			(8,051)
Shares repurchased and retired	Shares repurchased and retired	(9,273)			(61,607)			Shares repurchased and retired	0			(2,431)

Dividends paid	Dividends paid	(61,062)			0			Dividends paid	(24,140)			(17,374)
Contingent consideration payments subsequent to acquisitions	Contingent consideration payments subsequent to acquisitions	0			(600)			Contingent consideration payments subsequent to acquisitions	(6,448)			0

Net cash used in financing activities - continuing operations	Net cash used in financing activities - continuing operations	(174,125)			(147,237)			Net cash used in financing activities - continuing operations	(149,604)			(25,647)
Net cash used in financing activities - discontinued operations	Net cash used in financing activities - discontinued operations	(6)			(12)			Net cash used in financing activities - discontinued operations	(41)			0
Total cash used in financing activities	Total cash used in financing activities	$	(174,131)		$	(147,249)		Total cash used in financing activities	$	(149,645)		$	(25,647)
Effect of exchange rate on cash, cash equivalents, and restricted cash	Effect of exchange rate on cash, cash equivalents, and restricted cash	(2,042)			637			Effect of exchange rate on cash, cash equivalents, and restricted cash	(561)			(4,690)
Net change in cash, cash equivalents, and restricted cash	Net change in cash, cash equivalents, and restricted cash	199,441			3,607			Net change in cash, cash equivalents, and restricted cash	58,113			47,011
Cash, cash equivalents, and restricted cash at beginning of period	Cash, cash equivalents, and restricted cash at beginning of period	114,679			94,679			Cash, cash equivalents, and restricted cash at beginning of period	177,833			114,679
Less: Change in cash, cash equivalents, and restricted cash - discontinued operations	Less: Change in cash, cash equivalents, and restricted cash - discontinued operations	31,422			15,670			Less: Change in cash, cash equivalents, and restricted cash - discontinued operations	(579)			4,912
Plus: Cash swept from discontinued operations	Plus: Cash swept from discontinued operations	30,135			17,697			Plus: Cash swept from discontinued operations	941			4,051
Cash, cash equivalents, and restricted cash at end of period	Cash, cash equivalents, and restricted cash at end of period	$	312,833		$	100,313		Cash, cash equivalents, and restricted cash at end of period	$	237,466		$	160,829

Supplemental disclosures of cash flow information:	Supplemental disclosures of cash flow information:							Supplemental disclosures of cash flow information:
Cash paid for interest	Cash paid for interest	$	48,419		$	53,202		Cash paid for interest	$	14,505		$	16,391
Cash paid for income taxes	Cash paid for income taxes	$	59,538		$	11,558		Cash paid for income taxes	$	3,827		$	2,218
Cash refunds from income taxes	Cash refunds from income taxes	$	449		$	16,812		Cash refunds from income taxes	$	156		$	371
Non-cash investing activities:	Non-cash investing activities:							Non-cash investing activities:
Capital expenditures included in accounts payable and other accrued expenses	Capital expenditures included in accounts payable and other accrued expenses	$	10,695		$	10,322		Capital expenditures included in accounts payable and other accrued expenses	$	13,017		$	10,092

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 0 — 0 — — 0
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					Common Stock Shares		Common Stock Amount					Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss					Total
(in thousands)	(in thousands)											(in thousands)
For the Nine Months Ended September 30, 2020
For the Three Months Ended March 31, 2021																					For the Three Months Ended March 31, 2021				Common Stock Shares			Common Stock Amount					Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss					Total
Balance as of December 31, 2020																					Balance as of December 31, 2020

Net income																					Net income					—							—				—			53,562		—					53,562
Shares issued in connection with share-based compensation																					Shares issued in connection with share-based compensation			467							—			3,109			—			—					3,109
Payment of tax withholdings related to net share settlements																					Payment of tax withholdings related to net share settlements			—		—					(13,156)			(8,261)			—					(21,417)
Share-based compensation																					Share-based compensation			—		—					10,103			—			—					10,103

Dividend on common shares																					Dividend on common shares			—		—					(56)			(24,083)			—					(24,139)
Other comprehensive income																					Other comprehensive income			—		—					—			—			11,605					11,605
Balance as of March 31, 2021																					Balance as of March 31, 2021			73,619		$	1				$	0		$	914,622		$	(158,538)				$	756,085

For the Three Months Ended March 31, 2020																					For the Three Months Ended March 31, 2020
Balance as of December 31, 2019	Balance as of December 31, 2019		78,972					$	1						$	111,000	$	1,006,992				$	(166,783)						$	951,210		Balance as of December 31, 2019		78,972			$	1		$	111,000	$	1,006,992		$	(166,783)		$	951,210
Adoption of new accounting standards	Adoption of new accounting standards		—					—							—		16,827					—							16,827			Adoption of new accounting standards		—			—			—		16,827			—			16,827
Net income	Net income	—		—		—				205,969			—						205,969		Net income			—		—					—			33,819			—					33,819
Shares issued in connection with share-based compensation	Shares issued in connection with share-based compensation	773		—		8,487				—			—						8,487		Shares issued in connection with share-based compensation			489		—					2,932			—			—					2,932
Payment of tax withholdings related to net share settlements	Payment of tax withholdings related to net share settlements	—		—		(9,816)				—			—						(9,816)		Payment of tax withholdings related to net share settlements			—		—					(8,051)			—			—					(8,051)
Share-based compensation	Share-based compensation	—		—		34,671				—			—						34,671		Share-based compensation			—		—					8,085			—			—					8,085
Shares repurchased and retired	Shares repurchased and retired	(200)		—		(9,273)				—			—						(9,273)		Shares repurchased and retired			(50)		—					(2,431)			—			—					(2,431)
Dividend on common shares		—		—		198				(43,884)			—						(43,686)
Dividends declared																					Dividends declared			—		—					(54)			54			—					0
Other comprehensive loss	Other comprehensive loss	—		—		—				—			(31,650)						(31,650)		Other comprehensive loss			—		—					—			—			(75,393)					(75,393)
Balance as of September 30, 2020		79,545		$	1	$	135,267			$	1,185,904		$	(198,433)					$	1,122,739

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
Balance as of March 31, 2020																					Balance as of March 31, 2020			79,411		$	1				$	111,481		$	1,057,692		$	(242,176)				$	926,998

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"~~(“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.

Merger Agreement

In February 2021, we entered into an Agreement and Plan of Merger (“Merger Agreement”) with Celestial-Saturn Parent Inc., a Delaware corporation (“Acquirer”), and Celestial-Saturn Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Acquirer (“Acquisition Sub”). Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, Acquisition Sub would be merged with and into CoreLogic (“Merger”), with CoreLogic continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of the Acquirer.The Acquirer and Acquisition Sub are affiliates of Stone Point Capital Partners and Insight Partners.If the Merger is consummated, CoreLogic’s securities will be de-listed from the New York Stock Exchange and de-registered under the Securities Exchange Act of 1934, as amended (“Exchange Act”), as soon as practicable following the effective time of the Merger (“Effective Time”).

In the event the Merger is completed, except as otherwise provided in the Merger Agreement, each share of common 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”).

Consummation of the Merger is subject to customary closing conditions, including, among other things, (i) the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of our common stock (“Requisite Stockholder Approval”), and (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), and the expiration of applicable waiting periods or clearance of the Merger, as applicable, under the antitrust and foreign investment laws of certain other jurisdictions (“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 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 ~~revised~~increased by Senator and Cannae on September 14, 2020 by $1.00 per share to $66.00 per share in cash (the “Unsolicited Proposal”). ~~Our~~In July 2020, our Board of Directors (“Board”), in consultation with its independent financial and legal advisors, unanimously determined to reject the Unsolicited Proposal. OnIn July 2020, Senator and Cannae issued a press release announcing proposals to remove members of our Board and replace them with up to 9 individuals nominated by Senator and Cannae and to amend certain provisions of our Bylaws (“Proxy Contest Proposals”). In August 9, 2020, the Board ~~of Directors~~ determined to call a special meeting of CoreLogic’s stockholders ~~in order~~ to allow our stockholders to consider and vote ~~upon Senator and Cannae's proposal for~~on the ~~removal and replacement of up to 9 members~~Proxy Contest Proposals. A special meeting of our ~~Board of Directors and~~stockholders to ~~amend certain provisions of our Bylaws (the “Proxy Contest”). The Board of Directors set~~vote on the ~~special meeting for~~Proxy Contest Proposals was held in November ~~17,~~ 2020, with a record date of September 18, ~~2020.~~2020, resulting in the removal of 3 members of our Board and the appointment of 3 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, ~~and~~ Proxy Contest Proposals, and related strategic transaction process we have ~~accrued~~incurred expenses of approximately ~~$36.9~~$11.4 million for the three ~~and nine~~ months ended ~~September 30, 2020.~~March 31, 2021.

~~Divestiture of Non-Core Businesses~~Reportable Segments

We have organized into the following 2 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

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%~~40% and ~~29%~~30% of our operating revenues for the three months ended ~~September 30,~~March 31, 2021 and 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.

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)	(in thousands)	September 30, 2020		September 30, 2019		(in thousands)	March 31, 2021		March 31, 2020
Cash and cash equivalents	Cash and cash equivalents	$	302,329	$	86,695	Cash and cash equivalents	$	227,102	$	150,937
Restricted cash included in other assets	Restricted cash included in other assets	10,129		11,616		Restricted cash included in other assets	9,966		9,714
Restricted cash included in prepaid expenses and other current assets	Restricted cash included in prepaid expenses and other current assets	375		2,002		Restricted cash included in prepaid expenses and other current assets	398		178
Total cash, cash equivalents, and restricted cash	Total cash, cash equivalents, and restricted cash	$	312,833	$	100,313	Total cash, cash equivalents, and restricted cash	$	237,466	$	160,829

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.~~cost-plus margin 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.

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 at the point-of-sale.~~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 30, 2020~~March 31, 2021 and December 31, ~~2019:~~2020:

(in thousands) 2020 2019
Cumulative foreign currency translation $ (123,714) $ (122,503)
Cumulative supplemental benefit plans (8,881) (8,917)
Net unrecognized losses on interest rate swaps (65,838) (35,296)
Reclassification adjustment for gain on terminated interest rate swap included in net income 0 (67)
Accumulated other comprehensive loss $ (198,433) $ (166,783)


(in thousands)	2021		2020
Cumulative foreign currency translation	$	(100,650)	$	(98,839)
Cumulative supplemental benefit plans	(10,880)		(10,966)
Net unrecognized losses on interest rate swaps	(46,941)		(60,271)
Reclassification adjustment for gain on terminated interest rate swap included in net income	(67)		(67)
Accumulated other comprehensive loss	$	(158,538)	$	(170,143)

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 1 investment in an affiliate that is fully impaired as of ~~September 30, 2020~~March 31, 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 the three months ended September 30, 2020, we sold our investment in an equity related investment for $45.8 million in cash which resulted in a gain of $35.1 million and 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 30, 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~~three months ended ~~September 30,~~March 31, 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 0 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. In connection with this announcement, in December 2019, our Board of Directors initiated and declared~~shareholders. CoreLogic paid a cash dividend of $0.22 per common share. As a result, as of December 31, 2019, we recorded a liability of $17.4 million within accounts payable and other accrued expenses, as well as $0.4 million in dividend equivalents reflected in additional paid-in-capital within our accompanying consolidated balance sheets. The dividend declared was paid in January 2020. In April 2020, our Board of Directors announced a cash dividend to common stockholders of $0.22 per share of common stock ~~which was paid~~ in January 2020 and June 2020 to ~~stockholders~~shareholders of record atas of the close of business on January 10, 2020 and June 1, ~~2020.~~

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 ~~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 on September 1, 2020, December 1, ~~2020.~~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.

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 ~~$1.4~~$7.4 billion and $0.5 billion as of ~~both September 30, 2020~~March 31, 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 2 to 5 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 ~~$24.8~~$27.8 million and ~~$22.7~~$29.6 million as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively. Within these amounts are ~~$10.7~~$11.7 million and ~~$9.8~~$11.4 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 2020,~~January 2021, the Financial Accounting Standards Board (“FASB”) issued guidance to ~~ease the potential burden~~clarify that all derivative instruments affected by changes to interest rates used for discounting, margining or contract price alignment can apply certain optional expedients and exceptions mentioned in ~~accounting for, or recognizing the effects of,~~its reference rate reform in connection with the scheduled phase-out of the London interbank offering rate (“LIBOR”) as a reference interest rate. The guidance provides practical expedients and exceptions in accounting for contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. Entities electing the practical expedients will be allowed, among other topics, to account for reference rate modification of debt and receivables prospectively; to not reassess lease classifications and discount rates in reference 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.guidance. 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 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 consists of the following:


(in thousands)	(in thousands)	2020		2019		(in thousands)	2021		2020
Land	Land	$	7,476	$	7,476	Land	$	7,476	$	7,476
Buildings	Buildings	6,487		6,487		Buildings	6,487		6,487
Furniture and equipment	Furniture and equipment	68,362		74,043		Furniture and equipment	62,186		60,433
Capitalized software	Capitalized software	843,638		819,828		Capitalized software	878,925		862,984
Leasehold improvements	Leasehold improvements	50,334		48,811		Leasehold improvements	50,076		50,477
Construction in progress	Construction in progress	276		3,064		Construction in progress	203		1,275
		976,573		959,709			1,005,353		989,132
Less accumulated depreciation	Less accumulated depreciation	(569,345)		(535,039)		Less accumulated depreciation	(603,801)		(583,018)
Property and equipment, net	Property and equipment, net	$	407,228	$	424,670	Property and equipment, net	$	401,552	$	406,114

Depreciation expense for property and equipment, net, was approximately ~~$21.2~~$22.0 million and ~~$20.4~~$21.6 million for the three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019, respectively, and $64.2 million and $63.6 million for the nine months ended September 30, 2020 and 2019,~~ respectively.

~~Impairment~~NaN impairment losses ~~for property and equipment of $1.2 million and $12.3 million~~ were recorded for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 and ~~2019, respectively. See~~ ~~Note 6 - Fair Value~~ ~~for further discussion.~~2020.

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 30, 2020~~March 31, 2021 is as follows:


(in thousands)	(in thousands)	PIRM		UWS		Consolidated		(in thousands)	PIRM		UWS		Consolidated
Balance as of January 1, 2020
Balance as of January 1, 2021								Balance as of January 1, 2021
Goodwill	Goodwill	$	1,078,225	$	1,216,196	$	2,294,421	Goodwill	$	1,106,816	$	1,216,204	$	2,323,020
Accumulated impairment losses	Accumulated impairment losses	(600)		(6,925)		(7,525)		Accumulated impairment losses	(600)		(6,925)		(7,525)
Goodwill, net	Goodwill, net	1,077,625		1,209,271		2,286,896		Goodwill, net	1,106,216		1,209,279		2,315,495
Measurement period adjustments		0		8		8

Acquisition	Acquisition	12,584		0		12,584		Acquisition	4,641		0		4,641

Translation adjustments	Translation adjustments	(612)		0		(612)		Translation adjustments	(725)		0		(725)

Balance as of September 30, 2020
Balance as of March 31, 2021								Balance as of March 31, 2021
Goodwill, net	Goodwill, net	$	1,089,597	$	1,209,279	$	2,298,876	Goodwill, net	$	1,110,132	$	1,209,279	$	2,319,411

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 14 - Discontinued Operations~~. As part of the process of marketing the sale of these businesses, we updated our long-term projections and obtained indicative fair market values from potential participants. 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.~~acquisition.

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)	(in thousands)	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net		(in thousands)	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Client lists	Client lists	$	640,155	$	(364,295)	$	275,860	$	645,770	$	(340,168)	$	305,602	Client lists	$	646,539	$	(386,923)	$	259,616	$	644,000	$	(377,409)	$	266,591
Non-compete agreements	Non-compete agreements	26,755		(20,233)		6,522		26,409		(16,249)		10,160		Non-compete agreements	26,903		(22,905)		3,998		26,763		(21,570)		5,193
Tradenames and licenses	Tradenames and licenses	126,913		(74,932)		51,981		126,405		(66,538)		59,867		Tradenames and licenses	128,012		(81,400)		46,612		127,718		(78,581)		49,137

		$	793,823	$	(459,460)	$	334,363	$	798,584	$	(422,955)	$	375,629		$	801,454	$	(491,228)	$	310,226	$	798,481	$	(477,560)	$	320,921

Amortization expense for other intangible assets, net was $14.3 million and $14.2 million for ~~both~~ the three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019, and $42.5 million and $45.9 million for the nine months ended September 30, 2020 and 2019,~~ 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 0 impairments. For the three~~March 31, 2021 and ~~nine months ended September 30,~~ 2020, there were 0 impairments. ~~See~~ ~~Note 6 - Fair Value~~ ~~for further discussion.~~

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


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

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)	(in thousands)		Gross		Debt Issuance Costs		Net		Gross		Debt Issuance Costs		Net		(in thousands)		Gross		Debt Issuance Costs		Net		Gross		Debt Issuance Costs		Net
Bank debt:	Bank debt:														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	0		(5,342)		(5,342)		0		(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:	Notes:														Notes:
		7.55% senior debentures due April 2028	9,531		(24)		9,507		9,524		(26)		9,498			7.55% senior debentures due April 2028	9,531		(23)		9,508		9,531		(23)		9,508
Other debt:	Other debt:														Other debt:
		Various debt instruments with maturities through March 2024	6,244		0		6,244		6,167		0		6,167			Various debt instruments with maturities through March 2024	5,832		0		5,832		6,086		0		6,086
Total long-term debt	Total long-term debt		1,587,775		(17,608)		1,570,167		1,687,879		(21,319)		1,666,560		Total long-term debt		1,787,363		$	(15,148)	1,772,215		1,887,617		(16,384)		1,871,233
Less current portion of long-term debt	Less current portion of long-term debt		21,382		0		21,382		56,022		0		56,022		Less current portion of long-term debt		9,003		0		9,003		43,230		0		43,230
Long-term debt, net of current portion	Long-term debt, net of current portion		$	1,566,393	$	(17,608)	$	1,548,785	$	1,631,857	$	(21,319)	$	1,610,538	Long-term debt, net of current portion		$	1,778,360	$	(15,148)	$	1,763,212	$	1,844,387	$	(16,384)	$	1,828,003

As of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, we recorded ~~less than $0.1~~$0.5 million and ~~$0.4~~$0.3 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 30, 2020,~~March 31, 2021, we had a remaining borrowing capacity of ~~$750.0~~$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

in a remaining $14.6 million of previously unamortized costs. We are amortizing these costs over the term of the Credit Agreement. For ~~both~~ the three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ $1.2 million was recognized in the accompanying condensed consolidated statements of operations related to the amortization of debt issuance costs. For the nine months ended September 30, 2020 and 2019, $3.7 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 30, 2020,~~March 31, 2021, the Swaps have a combined remaining notional balance of $1.2 billion, a weighted average fixed interest rate of ~~2.40%~~2.68% (rates range from ~~0.66%~~2.61% 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 million and $465.0~~approximately $500.0 million through December 2025. Approximate weighted average fixed interest rates for the aforementioned time periods are ~~2.59%~~2.66%, 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 30,~~March 31, 2021, the estimated fair value of these cash flow hedges resulted in a liability of $63.7 million and an asset of $1.1 million. As of December 31, 2020, the estimated fair value of these cash flow hedges resulted in a liability of ~~$87.7~~$80.4 million ~~of which $3.5 million was recorded within accounts payable~~ and ~~other accrued expenses. As of December 31, 2019, the estimated fair value of these cash flow hedges resulted in~~ an asset of ~~$0.6 million which was recorded within prepaid expenses and other current assets, as well as a liability of $47.7 million recorded within other liabilities.~~less than $0.1 million.

Unrealized ~~gains~~gain of ~~$7.9~~$13.3 million (net of ~~$2.6~~$4.4 million in deferred taxes) and unrealized ~~losses~~loss of ~~$8.1~~$36.9 million (net of ~~$2.7~~$12.3 million in deferred taxes) for the three months ended ~~September 30,~~March 31, 2021 and 2020, 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 30,~~March 31, 2021 and 2020, ~~and 2019,~~ included within interest expense, on a pre-tax basis, we recognized interest expense of ~~$7.1~~$6.6 million and interest income of $0.7 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$1.3 million, respectively. Estimated net losses included in accumulated other comprehensive loss related to the Swaps as of ~~September 30, 2020,~~March 31, 2021, that will be reclassified into earnings as interest expense over the next 12 months, utilizing ~~September 30, 2020~~March 31, 2021 LIBOR, is estimated to be ~~$16.0~~$30.7 million, on a pre-tax basis.

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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.~~agreements adjusted for credit-risk.

1514

The fair values of our financial instruments as of ~~September 30, 2020~~March 31, 2021 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 $ 0 $ 0 $ 302,329
Restricted cash 8,719 1,785 0 10,504
Other investments 0 3,279 0 3,279
Total $ 311,048 $ 5,064 $ 0 $ 316,112
Financial Liabilities:
Total debt $ 0 $ 1,590,260 $ 0 $ 1,590,260
Total $ 0 $ 1,590,260 $ 0 $ 1,590,260
Derivatives:
Liability for Swaps $ 0 $ 87,725 $ 0 $ 87,725
As of December 31, 2019
Financial Assets:
Cash and cash equivalents $ 104,162 $ 0 $ 0 $ 104,162
Restricted cash 9,791 726 0 10,517
Other investments 0 1,898 0 1,898
Total $ 113,953 $ 2,624 $ 0 $ 116,577
Financial Liabilities:
Total debt $ 0 $ 1,690,731 $ 0 $ 1,690,731
Total $ 0 $ 1,690,731 $ 0 $ 1,690,731
Derivatives:
Asset for Swaps $ 0 $ 572 $ 0 $ 572
Liability for Swaps $ 0 $ 47,691 $ 0 $ 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 0 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 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	$	0	$	0	$	227,102
Restricted cash	8,683		1,681		0		10,364
Other investments	0		1,218		0		1,218
Total	$	235,785	$	2,899	$	0	$	238,684

Financial Liabilities:

Total debt	$	0	$	1,789,561	$	0	$	1,789,561
Total	$	0	$	1,789,561	$	0	$	1,789,561

Derivatives:
Asset for Swaps	$	0	$	1,064	$	0	$	1,064
Liability for Swaps	$	0	$	63,699	$	0	$	63,699

As of December 31, 2020
Financial Assets:
Cash and cash equivalents	$	167,422	$	0	$	0	$	167,422
Restricted cash	8,713		1,698		0		10,411
Other investments	0		3,523		0		3,523
Total	$	176,135	$	5,221	$	0	$	181,356

Financial Liabilities:

Total debt	$	0	$	1,889,812	$	0	$	1,889,812
Total	$	0	$	1,889,812	$	0	$	1,889,812

Derivatives:
Asset for Swaps	$	0	$	29	$	0	$	29
Liability for Swaps	$	0	$	80,426	$	0	$	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 ~~September 30, 2020~~March 31, 2021 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~~$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 for the nine months ended September 30, 2019.~~operations. NaN adjustments were necessary for the three ~~and nine~~ months ended ~~September 30,~~March 31, 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 0 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.

1715

Note 7 – Operating Revenues

Operating revenues by solution type consist of the following:


(in thousands)	(in thousands)	PIRM				UWS		Corporate and Eliminations				Consolidated		(in thousands)			PIRM		UWS				Corporate and Eliminations			Consolidated
For the Three Months Ended September 30, 2020
For the Three Months Ended March 31, 2021														For the Three Months Ended March 31, 2021			PIRM		UWS				Corporate and Eliminations			Consolidated
Property insights	Property insights			$	126,325					$	0				$	0					$	126,325			Property insights
Insurance and spatial solutions	Insurance and spatial solutions	49,923				0		0				49,923		Insurance and spatial solutions			44,978			0				0				44,978
Flood data solutions	Flood data solutions	0				34,351		0				34,351		Flood data solutions			0		31,602				0				31,602
Valuation solutions	Valuation solutions	0				58,434		0				58,434		Valuation solutions			0		62,219				0			62,219

Property tax solutions	Property tax solutions	0				166,858		0				166,858		Property tax solutions			0		153,105				0			153,105
Other	Other	0				3,699		(2,863)				836		Other			0		2,395				(1,748)			647
Total operating revenue	Total operating revenue	$	176,248			$	263,342	$	(2,863)			$	436,727	Total operating revenue			$	175,212	$	249,321			$	(1,748)		$	422,785

For the Three Months Ended September 30, 2019
For the Three Months Ended March 31, 2020														For the Three Months Ended March 31, 2020
Property insights	Property insights	$	120,340			$	0	$	0			$	120,340	Property insights			$	115,496	$	0			$	0		$	115,496
Insurance and spatial solutions	Insurance and spatial solutions	48,739				0		0				48,739		Insurance and spatial solutions			46,840		0				0			46,840
Flood data solutions	Flood data solutions	0				22,983		0				22,983		Flood data solutions			0		27,603				0			27,603
Valuation solutions	Valuation solutions	0				77,426		0				77,426		Valuation solutions			0		61,247				0			61,247

Property tax solutions	Property tax solutions	0				103,671		0				103,671		Property tax solutions			0		101,991				0			101,991
Other	Other	0				5,058		(2,646)				2,412		Other			0		3,653				(3,910)			(257)
Total operating revenue	Total operating revenue	$	169,079			$	209,138	$	(2,646)			$	375,571	Total operating revenue			$	162,336	$	194,494			$	(3,910)		$	352,920

For the Nine Months Ended September 30, 2020
Property insights		$	359,175			$	0	$	0			$	359,175
Insurance and spatial solutions		145,204				0		0				145,204
Flood data services		0				91,931		0				91,931
Valuation solutions		0				182,637		0				182,637

Property tax solutions		0				394,799		0				394,799
Other		0				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			$	0	$	0			$	359,278
Insurance and spatial solutions		142,576				0		0				142,576
Flood data services		0				61,572		0				61,572
Valuation solutions		0				230,891		0				230,891

Property tax solutions		0				282,724		0				282,724
Other		0				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.

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 30, 2020,~~March 31, 2021, we had ~~$13.0~~$14.8 million of current deferred contract costs which are presented in prepaid expenses and other current assets, as well as ~~$23.4~~$24.2 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 ~~$9.8~~$13.2 million of current deferred contract costs which are presented in prepaid expenses and other current assets as well as ~~$23.1~~$24.2 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 ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ we recorded amortization associated with deferred contract costs of ~~$5.6~~$5.3 million and ~~$3.4~~$3.7 million, ~~respectively, and $13.9 million and $9.8 million, respectively, for the nine months ended September 30, 2020 and 2019.~~respectively.

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 30, 2020,~~March 31, 2021, we had ~~$986.9 million~~$1.1 billion in contract liabilities compared to ~~$883.8 million~~$1.0 billion as of December 31, ~~2019.~~2020. The overall change of ~~$103.1~~$80.0 million in contract liability balances is primarily due to ~~$632.4~~$281.3 million of new deferred billings in the current year, partially offset by ~~$530.2~~$201.2 million of operating revenue recognized, of which ~~$292.8~~$112.8 million related to contracts previously deferred, and other ~~increases~~decreases of ~~$0.9~~$0.1 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 30, 2020~~March 31, 2021 we had ~~$1.2~~$1.3 billion of remaining performance obligations. We expect to recognize approximately ~~11%~~30% percent of this remaining revenue backlog in ~~2020, 31% in~~ 2021, ~~21%~~24% in 2022, 16% in 2023 and ~~37%~~30% 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.

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 30,~~March 31, 2021 and 2020, ~~and 2019,~~ we awarded ~~777,139~~188,475 and ~~640,339~~552,262 RSUs, respectively, with an estimated grant-date fair value of ~~$28.8~~$15.0 million and ~~$23.5~~$17.6 million, respectively. The RSU awards will vest ratably over 3 years. RSU activity for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 is as follows:


		Number of Shares	Weighted-Average Grant-Date Fair Value			Number of Shares	Weighted-Average Grant-Date Fair Value
(in thousands, except weighted-average fair value prices)	(in thousands, except weighted-average fair value prices)				(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					Unvested RSUs outstanding at December 31, 2020	1,194	$	38.01
RSUs granted	RSUs granted	777	$	37.10	RSUs granted	188	$	79.55
RSUs vested	RSUs vested	(524)	$	40.51	RSUs vested	(429)	$	36.89
RSUs forfeited	RSUs forfeited	(47)	$	36.53	RSUs forfeited	(10)	$	42.52
Unvested RSUs outstanding at September 30, 2020		1,238	$	37.98
Unvested RSUs outstanding at March 31, 2021					Unvested RSUs outstanding at March 31, 2021	943	$	46.57

As of ~~September 30, 2020,~~March 31, 2021, there was ~~$29.7~~$28.9 million of total unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a weighted-average period of ~~1.7~~2.1 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 30,~~March 31, 2021 and 2020, ~~and 2019,~~ we awarded ~~321,014~~66,448 and ~~203,464~~181,365 PBRSUs, respectively with an estimated grant-date fair value of ~~$13.0~~$5.4 million and ~~$7.5~~$6.8 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)	Expected dividend yield (1)	0	%	0	%	Expected dividend yield (1)	0	%	0	%
Risk-free interest rate (2)	Risk-free interest rate (2)	0.60	%	2.44	%	Risk-free interest rate (2)	0.55	%	0.60	%
Expected volatility (3)	Expected volatility (3)	32.53	%	28.24	%	Expected volatility (3)	33.92	%	32.53	%
Average total stockholder return (3)	Average total stockholder return (3)	(21.47)	%	17.15	%	Average total stockholder return (3)	(18.49)	%	(21.47)	%

(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.	(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.					(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 30, 2020~~March 31, 2021 is as follows:


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

As of ~~September 30, 2020,~~March 31, 2021, there was ~~$20.1~~$17.1 million of total unrecognized compensation cost related to unvested PBRSUs that is expected to be recognized over a weighted-average period of ~~1.7~~1.9 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 30, 2020~~March 31, 2021 is as follows:


(in thousands, except weighted-average price)	(in thousands, except weighted-average price)	Number of Shares	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value		(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, 2019		479	$	19.59
Options outstanding at December 31, 2020								Options outstanding at December 31, 2020	158	$	27.26
Options exercised	Options exercised	(82)	$	18.34				Options exercised	0	$	0
Options outstanding at September 30, 2020		397	$	19.84	1.9	$	19,024
Options outstanding at March 31, 2021								Options outstanding at March 31, 2021	158	$	27.26	0.0	$	8,221

As of ~~September 30, 2020,~~March 31, 2021, there was 0 unrecognized compensation cost related to unvested stock options.

There were no options exercised during the three months ended March 31, 2021. The intrinsic value of options exercised was ~~$2.9 million and $1.4~~$0.3 million for the ~~nine~~three months ended ~~September 30, 2020 and 2019, respectively.~~March 31, 2020. 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 30, 2020~~March 31, 2021 and ~~2019:~~2020:


		For the Three Months Ended				For the Nine Months Ended
		September 30,				September 30,
(in thousands)	(in thousands)	2020		2019		2020		2019		(in thousands)	2021		2020
RSUs	RSUs	$	6,378	$	4,521	$	17,446	$	17,063	RSUs	$	6,993	$	5,687
PBRSUs	PBRSUs	5,468		3,893		14,264		7,390		PBRSUs	1,920		1,575
Stock options	Stock options	0		0		0		0		Stock options	0		0
Employee stock purchase plan	Employee stock purchase plan	700		392		2,188		1,565		Employee stock purchase plan	720		699
		$	12,546	$	8,806	$	33,898	$	26,018		$	9,633	$	7,961

The table above includes ~~$1.1~~$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 ~~September 30, 2020~~March 31, 2021 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.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.

On March 5, 2021, a purported stockholder of CoreLogic filed a complaint in the United States District Court for the Southern District of New York, captioned Stein v. CoreLogic, Inc., et al., Case No. 1:21-cv-01948 (referred to as the “Stein Complaint”), naming as defendants CoreLogic and each member of the Board. The Stein Complaint was voluntarily dismissed on April 20, 2021. On March 15, 2021, a purported stockholder of CoreLogic filed a complaint in the United States District Court for the District of Colorado, captioned Morse v. CoreLogic, Inc., et al., Case No. 1:21-cv-00770 (referred to as the “Morse Complaint”), naming as defendants CoreLogic and each member of the Board. The Morse Complaint was voluntarily dismissed on April 20, 2021. On March 29, 2021, a purported stockholder of CoreLogic filed a complaint in the United States District Court for the Central District of California, captioned Morgan v. CoreLogic, Inc., et al., Case No. 8:21-cv-00581 (referred to as the “Morgan Complaint”), naming as defendants CoreLogic and each member of the Board. The Morgan Complaint was voluntarily dismissed on April 29, 2021. On March 30, 2021, a purported stockholder of CoreLogic filed a complaint in the United States District Court for the District of Delaware, captioned Kent v. CoreLogic, Inc. et al., Case No. 1:21-cv-00473 (referred to as the “Kent Complaint”), naming as defendants CoreLogic and each member of the Board. The Kent Complaint was voluntarily dismissed on April 29, 2021. On March 31, 2021, a purported stockholder of CoreLogic filed a complaint in the United States District Court for the Eastern District of Pennsylvania, captioned Justice v. CoreLogic, Inc., et al., Case No. 2:21-cv-01542 (referred to as the “Justice Complaint”), naming as defendants CoreLogic and each member of the Board. The Justice Complaint was voluntarily dismissed on May 3, 2021. On April 7, 2021, a purported stockholder of CoreLogic filed a complaint in the United States District Court for the Southern District of New York, captioned Sangster v. CoreLogic, Inc., et al., Case No. 1:21-cv-02982 (referred to as the “Sangster Complaint”), naming as defendants CoreLogic and each member of the Board. The Sangster Complaint was voluntarily dismissed on April 29, 2021. On April 7, 2021, a purported stockholder of CoreLogic filed a complaint in the United States District Court for 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, together with the 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.

The 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.

On April 27, 2021, a 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.

With respect to matters where we determine that a loss is both probable and reasonably estimable, we record a liability representing our best estimate of the financial exposure based on known facts. For matters where a settlement has been reached, we record the expected amount of such settlements. With respect to audits, investigations or lawsuits that are ongoing, although their final dispositions are not yet determinable, we do not believe that the ultimate resolution of such matters, either individually or in the aggregate, will have a material adverse effect on our financial condition, results of operations or cash flows. The ability to predict the ultimate outcome of such matters involves judgments, estimates and inherent uncertainties.

The actual outcome of such matters could differ materially from management’s estimates. We record expenses for legal fees as incurred. As of ~~September 30, 2020~~March 31, 2021 our accrual for litigation and regulatory contingencies was immaterial.

See

~~Fair Credit Reporting Act Class Actions~~

Note 14 - Discontinued Operations

~~In July 2017, Rental Property Solutions, LLC (“RPS”) 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 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 Actadditional information 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. The settlement has been preliminarily approved by the District Court, and a final approval hearing is scheduled for February 23, 2021. The settlement amount was recorded during the quarter ended June 30, 2020.

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.

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, and intends to vigorously defend itself in the litigation.

~~Separation~~

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 regularlywithin RPS 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, 0 reserves were considered necessary.

CS.

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 10.4%~~19.9% and ~~and provision of 27.1%~~29.2% for the three months ended ~~September 30,~~March 31, 2021 and 2020, ~~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 the quarter ended September 30, 2020, the Internal Revenue Service ("IRS") concluded their examination of our 2010 to 2012 income tax returns resulting in the recognition of a discrete tax benefit of approximately $24 million, inclusive of anticipated interest and state taxes.

For the three months ended ~~September 30, 2020,~~March 31, 2021, when compared to the same period for ~~2019,~~2020, the ~~change~~decrease in the effective income tax rate was primarily due to ~~the benefit~~tax benefits 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 20192021 related to ~~the reversal of state tax reserves.~~share-based compensation.

We are currently under examination for the tax year 2016 by the ~~IRS,~~Internal Revenue Service, our primary taxing authority, and for other years by various other taxing authorities. It is reasonably possible the amount of ~~the~~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.

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)	(in thousands, except per share amounts)									(in thousands, except per share amounts)
Numerator for basic and diluted net income per share:	Numerator for basic and diluted net income per share:									Numerator for basic and diluted net income per share:
Net income from continuing operations	Net income from continuing operations	$	102,467	$	31,668	$	177,820	$	8,225	Net income from continuing operations	$	54,943	$	24,284
Income/(loss) from discontinued operations, net of tax		10,679		(8,485)		28,149		11,073

Income from discontinued operations, net of tax										Income from discontinued operations, net of tax	3,907		9,535
Loss from sale of discontinued operations, net of tax										Loss from sale of discontinued operations, net of tax	(5,288)		0
Net income	Net income	$	113,146	$	23,183	$	205,969	$	19,298	Net income	$	53,562	$	33,819
Denominator:	Denominator:									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										Weighted-average shares for basic income per share	73,228		79,028
Dilutive effect of stock options and RSUs	Dilutive effect of stock options and RSUs	1,935		1,153		1,836		1,067		Dilutive effect of stock options and RSUs	1,907		1,497
Weighted-average shares for diluted income/(loss) per share		81,402		80,914		81,136		81,205
Income/(loss) per share
Weighted-average shares for diluted income per share										Weighted-average shares for diluted income per share	75,135		80,525
Income per share										Income per share
Basic:	Basic:									Basic:
Net income from continuing operations	Net income from continuing operations	$	1.29	$	0.40	$	2.24	$	0.10	Net income from continuing operations	$	0.75	$	0.31
Income/(loss) from discontinued operations, net of tax		0.13		(0.11)		0.35		0.14

Income from discontinued operations, net of tax										Income from discontinued operations, net of tax	0.05		0.12
Loss from sale of discontinued operations, net of tax										Loss from sale of discontinued operations, net of tax	(0.07)		0
Net income	Net income	$	1.42	$	0.29	$	2.59	$	0.24	Net income	$	0.73	$	0.43
Diluted:	Diluted:									Diluted:
Net income from continuing operations	Net income from continuing operations	$	1.26	$	0.39	$	2.19	$	0.10	Net income from continuing operations	$	0.73	$	0.30
Income/(loss) from discontinued operations, net of tax		0.13		(0.10)		0.35		0.14

Income from discontinued operations, net of tax										Income from discontinued operations, net of tax	0.05		0.12
Loss from sale of discontinued operations, net of tax										Loss from sale of discontinued operations, net of tax	(0.07)		0
Net income	Net income	$	1.39	$	0.29	$	2.54	$	0.24	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 30,~~March 31, 2021 and 2020, ~~and 2019~~ an aggregate of ~~less than~~approximately 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 March 2021, we acquired 100% of the shares of ehouse Limited ("ehouse") for £6.9 million or approximately $9.7 million subject to certain working capital adjustments. ehouse delivers a full range of marketing services in the residential, commercial and leisure real estate sectors. ehouse 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 observable inputs. We have preliminarily recorded $1.3 million in proprietary technology and $3.1 million for client lists each with an estimated useful life of 9 years. We have also preliminarily recorded tradenames of $0.4 million with an estimated useful life of 10 years, noncompete agreements of $0.1 million with an estimated useful life of 2 years, deferred tax liabilities of $0.9 million and $4.6 million in goodwill.

In January 2020, we acquired the remaining 66% of Location for $11.5 million, subject to certain working capital adjustments. Location is a leading provider of geographic location indicators for crime and non-weather related events connected to underwriting risk assessment. This 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 inputs. We have ~~preliminarily~~ recorded proprietary technology of $6.0 million with an estimated useful life of 10 years, client lists of $0.3 million with an estimated useful life of 5 years, trademarks of $0.8 million with an estimated useful life of 8 years, non-compete agreements of $0.4 million with an estimated useful life of 5 years, and goodwill of $12.6 million. ~~For the nine months ended September 30, 2020, goodwill increased by $0.3 million as 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 $0.6 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~~three months ended ~~September 30,~~March 31, 2020.

In August 2019, we completed the acquisition of NTS for $15.0 million, subject to certain working capital adjustments, and up to $7.5 million 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 property tax payment services and specializes in identifying potential collateral loss related to unpaid property tax, homeowners association fees, and inaccurate flood zone determinations. The NTS acquisition increases our commercial property information offerings and is expected to drive future growth in the US. NTS is included as a component of our UWS 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 recorded client lists of $5.0 million with an estimated useful life of 10 years, proprietary technology of $3.3 million with an estimated useful life of 7 years, trademarks of $1.0 million with an estimated useful life of 7 years, non-compete agreements of $0.3 million with an estimated useful life of 5 years, contract liabilities of $2.5 million, and goodwill of $5.5 million, all of which is deductible for tax purposes. For the nine months ended September 30, 2020, goodwill increased by less than $0.1 million as a result of a change in the purchase price allocation for certain working capital adjustments.

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

~~There was $0.1~~We incurred $0.3 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 30,~~March 31, 2021 and 2020, ~~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 2 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 ~~$2.3~~$1.4 million and ~~$1.9~~$3.1 million for the three months ended ~~September 30,~~March 31, 2021 and 2020, ~~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 ~~$0.6~~$0.3 million and $0.8 million for the three months ended ~~September 30,~~March 31, 2021 and 2020, ~~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 ~~mortgage~~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 ~~$0.6~~$0.3 million and $0.8 million for the three months ended ~~September 30,~~March 31, 2021 and 2020, ~~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~~$0.5 million and $1.0 million for the three months ended ~~September 30,~~March 31, 2021 and 2020, ~~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~~$0.9 million for the three ended March 31, 2021 and ~~nine~~$2.2 million for the three months ended ~~September 30, 2020, respectively, and $0.9 million for both the three and nine months ended September 30, 2019.~~March 31, 2020.

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


(in thousands)	(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		(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
For the Three Months Ended March 31, 2021																				For the Three Months Ended March 31, 2021			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
PIRM	PIRM			$	176,248					$	23,474					$	22,670				$	1,013					$	58,325					$	16,957			PIRM
UWS	UWS			263,342						12,017						124,699					0						124,834						2,366				UWS
Corporate	Corporate	0				8,119		(74,186)				(42)		(80,692)				5,768		Corporate			0			8,481				(43,508)		0				(72,301)					5,427
Eliminations	Eliminations	(2,863)				0		0				0		0				0		Eliminations			(1,748)			0				0		0				0					0
Consolidated (excluding discontinued operations)	Consolidated (excluding discontinued operations)	$	436,727			$	43,610	$	73,183			$	971	$	102,467			$	25,091	Consolidated (excluding discontinued operations)			$	422,785	$	44,781			$	85,437	$	0			$	54,943			$	21,046

For the Three Months Ended September 30, 2019
For the Three Months Ended March 31, 2020																				For the Three Months Ended March 31, 2020
PIRM	PIRM	$	169,079			$	23,061	$	18,375			$	762	$	19,366			$	10,706	PIRM			$	162,336	$	23,136			$	14,353	$	706			$	15,267		$	12,788
UWS	UWS	209,138				11,800		70,831				(4)		70,642				1,942		UWS			194,494		12,035				67,520		0				67,530			1,481
Corporate	Corporate	0				7,528		(27,339)				(151)		(58,340)				13,766		Corporate			0		8,407				(26,680)		(194)				(58,513)			6,614
Eliminations	Eliminations	(2,646)				0		0				0		0				0		Eliminations			(3,910)		0				0		0				0			0
Consolidated (excluding discontinued operations)	Consolidated (excluding discontinued operations)	$	375,571			$	42,389	$	61,867			$	607	$	31,668			$	26,414	Consolidated (excluding discontinued operations)			$	352,920	$	43,578			$	55,193	$	512			$	24,284		$	20,883

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				0		281,717				5,891
Corporate		0				24,715		(136,229)				(624)		(206,348)				20,200
Eliminations		(10,101)				0		0				0		0				0
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		0				21,241		(94,386)				(210)		(151,902)				33,413
Eliminations		(6,997)				0		0				0		0				0
Consolidated (excluding discontinued operations)		$	1,088,032			$	132,767	$	71,670			$	498	$	8,225			$	78,652


(in thousands)	(in thousands)					(in thousands)
Assets	Assets	September 30, 2020		December 31, 2019		Assets	March 31, 2021		December 31, 2020
PIRM	PIRM	$	1,851,655	$	1,932,643	PIRM	$	1,896,018	$	1,892,424
UWS	UWS	2,019,299		2,008,233		UWS	2,026,550		2,013,089
Corporate	Corporate	6,185,679		5,950,472		Corporate	6,110,945		6,046,238
Eliminations	Eliminations	(5,870,954)		(5,934,053)		Eliminations	(5,871,711)		(5,870,974)
Consolidated (excluding discontinued operations)	Consolidated (excluding discontinued operations)	$	4,185,679	$	3,957,295	Consolidated (excluding discontinued operations)	$	4,161,802	$	4,080,777

2724

Note 14 – Discontinued Operations

In July 2020, we announced our intentions to pursue the sale of our reseller businesses asfocused on mortgage credit and borrower verification and multi-family tenant screening. Although market leaders in their respective business areas, these ~~are lower-margin businesses that are highly influenced by vendor pricing.~~ ~~These~~reseller businesses are ~~comprised~~not compatible with our long-term strategic imperatives. The divestiture of these operations is expected to improve our ~~Credit Solutions~~revenue growth trends, revenue mix, and ~~Rental Property Solutions operations.~~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 ~~these~~the remainder of our reseller businesses to ~~unrelated~~ third parties ~~within one year of the~~by quarter ~~ended~~ending September 30, ~~2020. These reseller business were~~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 a~~UWS segments.~~s discontinued operations.

For ~~both~~ the three ~~and nine~~ months ended ~~September 30, 2020,~~March 31, 2021, we recorded ~~$0.6~~$1.7 million in costs directly related to the sale of ~~these reseller businesses.~~the remainder of RPS. 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~~March 31, 2021 and December 31, ~~2019:~~2020:


(in thousands)
As of March 31, 2021	PIRM		UWS		AMPS		ELI		Total
Cash and cash equivalents	$	381	$	571	$	0	$	0	$	952
Accounts receivable and other assets	2,634		55,801		268		0		58,703

Property and equipment, net	0		25,998		0		0		25,998
Goodwill, net	0		79,931		0		0		79,931
Capitalized data and database costs, net	0		1,037		0		0		1,037

Total assets	$	3,015	$	163,338	$	268	$	0	$	166,621

Accounts payable and accrued expenses	$	11,457	$	34,429	$	240	$	0	$	46,126

Deferred income tax and other liabilities	18		9,802		0		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	$	0	$	0	$	2,472
Accounts receivable and other assets	4,063		42,806		268		0		47,137

Property and equipment, net	5,586		24,651		0		0		30,237
Goodwill, net	24,272		79,931		0		0		104,203
Capitalized data and database costs, net	17,377		991		0		0		18,368

Total assets	$	52,269	$	149,880	$	268	$	0	$	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		0		393		17,804

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

2825

(in thousands)
As of September 30, 2020 PIRM UWS AMPS ELI Total
Cash and cash equivalents $ 941 $ 1,369 $ 0 $ 0 $ 2,310
Accounts receivable 4,304 39,689 0 0 43,993
Property and equipment, net 5,257 22,960 0 0 28,217
Goodwill, net 29,269 79,931 0 0 109,200
Capitalized data and database costs, net 16,643 941 0 0 17,584
Other assets 537 5,682 268 0 6,487
Total assets $ 56,951 $ 150,572 $ 268 $ 0 $ 207,791
Accounts payable and accrued expenses $ 2,460 $ 24,590 $ 240 $ 0 $ 27,290
Accrued salaries and benefits 487 3,073 0 0 3,560
Deferred income tax liabilities 8,206 9,637 0 393 18,236
Other liabilities 389 1,022 0 0 1,411
Total liabilities $ 11,542 $ 38,322 $ 240 $ 393 $ 50,497
As of December 31, 2019
Cash and cash equivalents $ 711 $ 313 $ 0 $ 0 $ 1,024
Accounts receivable 3,538 30,171 0 0 33,709
Income tax receivable 0 0 0 6,166 6,166
Property and equipment, net 4,831 21,520 0 0 26,351
Goodwill, net 29,269 79,931 0 0 109,200
Capitalized data and database costs, net 17,781 888 0 0 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 0 0 3,180
Deferred income tax liabilities 8,206 9,637 0 393 18,236
Other liabilities 456 3,706 0 0 4,162
Total liabilities $ 10,434 $ 31,619 $ 240 $ 415 $ 42,708
For the year ended December 31, 2020, in connection with our intent to exit our reseller businesses, we reclassified $29.3 million and $79.9 million of goodwill, net, from our PIRM and UWS segments, to the RPS and CS disposal groups, respectively. The allocated amounts were determined by calculating the relative fair values between the disposal group and its respective reporting unit using a combination of the income and market approaches. Determining the fair value of a disposal group and a reporting unit is judgmental and requires assumptions and estimates of many critical factors, including revenue growth rates, cost of services, selling, general and administrative expenses, market multiples, discount rates, and indicative fair market values from potential participants at the time of valuation. The estimated fair values supported the net book value of our disposal groups.

Summarized below are the components of our income/(loss) from discontinued operations, net of tax for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020:


(in thousands)
For the Three Months March 31, 2021	PIRM		UWS		AMPS		ELI		Total
Operating revenues	$	2,867	$	103,582	$	0	$	0	$	106,449
Cost of services (exclusive of depreciation and amortization)	1,632		84,534		0		0		86,166
Selling, general and administrative expenses	10,382		4,854		0		0		15,236

Gain on investments and other, net	0		(159)		0		0		(159)
Income/(loss) from discontinued operations before income taxes	(9,147)		14,353		0		0		5,206
Provision/(benefit) for income taxes	(2,282)		3,581		0		0		1,299
Income/(loss) from discontinued operations, net of tax	$	(6,865)	$	10,772	$	0	$	0	$	3,907

For the Three Months March 31, 2020
Operating revenues	$	9,239	$	81,727	$	0	$	0	$	90,966
Cost of services (exclusive of depreciation and amortization)	4,443		66,598		0		0		71,041
Selling, general and administrative expenses	2,664		2,118		0		(18)		4,764
Depreciation and amortization	1,875		1,390		0		0		3,265

Gain on investments and other, net	0		(809)		0		0		(809)
Income/(loss) from discontinued operations before income taxes	257		12,430		0		18		12,705
Provision/(benefit) for income taxes	64		3,101		0		5		3,170
Income/(loss) from discontinued operations, net of tax	$	193	$	9,329	$	0	$	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, ~~and 2019:~~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.

2926

(in thousands)
For the Three Months September 30, 2020 PIRM UWS AMPS ELI Total
Operating revenues $ 9,904 $ 93,262 $ 0 $ 0 $ 103,166
Cost of services (exclusive of depreciation and amortization) 4,711 75,732 0 0 80,443
Selling, general and administrative expenses 2,989 4,539 0 (1) 7,527
Depreciation and amortization 1,204 957 0 0 2,161
Gain on investments and other, net 0 (1,194) 0 0 (1,194)
Income from discontinued operations before income taxes 1,000 13,228 0 1 14,229
Provision for income taxes 250 3,300 0 0 3,550
Income from discontinued operations, net of tax $ 750 $ 9,928 $ 0 $ 1 $ 10,679
For the Three Months September 30, 2019
Operating revenues $ 11,066 $ 72,317 $ 0 $ 0 $ 83,383
Cost of services (exclusive of depreciation and amortization) 5,112 58,359 0 0 63,471
Selling, general and administrative expenses 2,763 1,913 5 23,129 27,810
Depreciation and amortization 1,953 1,375 0 0 3,328
Impairment Loss (1) 78 0 0 77
Loss on investments and other, net 0 3 0 0 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)
Fair Credit Reporting Act Class Actions

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)
For the Nine Months Ended September 30, 2020 PIRM UWS AMPS ELI Total
Operating revenues $ 28,452 $ 258,058 $ 0 $ 0 $ 286,510
Cost of services (exclusive of depreciation and amortization) 14,054 211,604 0 0 225,658
Selling, general and administrative expenses 9,674 8,816 1 (19) 18,472
Depreciation and amortization 4,906 3,770 0 0 8,676
(Gain)/loss on investments and other, net 0 (3,803) 0 0 (3,803)
Income from discontinued operations before income taxes (182) 37,671 (1) 19 37,507
Provision for income taxes (45) 9,398 0 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 $ 0 $ 0 $ 248,170
Cost of services (exclusive of depreciation and amortization) 16,009 171,475 0 0 187,484
Selling, general and administrative expenses 8,139 5,373 6 23,252 36,770
Depreciation and amortization 5,791 3,484 0 0 9,275
Impairment Loss 0 78 0 0 78
Gain on investments and other, net 0 (191) 0 0 (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

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.

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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”).liabilities.

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:

•our ability to satisfy the remaining conditions to the closing of the Merger in a timely manner, or at all;

•the potential impact of, and any potential developments related to, the ~~Unsolicited Proposal and the Proxy Contest;~~

•~~the impact of our adoption of a shareholder rights plan;~~proposed Merger;

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

•~~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;

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

•the potential impact that the COVID-19 pandemic, or the perception of its effects, may have on our ~~ability to operate in international markets;~~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 qualified management; and~~the timing thereof;

•the ~~remaining tax sharing arrangements~~impact of our adoption of a shareholder rights plan;

•difficult or uncertain conditions in the mortgage and ~~other obligations associated with~~consumer lending industries and the ~~spin-off of First American Financial Corporation (“FAFC”).~~economy generally; and

•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 ~~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 ended March 31, 2020 and June 30, 2020, and Item 1A of Part~~ I of our Annual Report on Form 10-K for the year ended December 31, ~~2019,~~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.

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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"),~~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~~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”)~~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”)~~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.

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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.

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")~~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~~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 30, 2020,~~March 31, 2021, our continuing operations experienced unfavorable business and revenue impacts of approximately ~~$4.3 million and $16.1~~$0.8 million, respectively, related to the COVID-19 pandemic, exclusive of the increased mortgage refinance volumes. ~~We have also incurred COVID-19 related expenses of $0.6 million and $2.3 million for~~For the three ~~and nine~~ months ended ~~September 30, 2020, respectively. As of September 30, 2020, the impact we have experienced as a result of~~March 31, 2021, 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 30, 2020~~March 31, 2021 consisted primarily of ~~$302.3~~$227.1 million of cash and cash equivalents, and ~~$750.0~~$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.~~rates which favorably impacted overall mortgage unit volumes. For ~~2020,~~2021, we expect ~~total~~ mortgage unit volumes to ~~increase~~be relatively flat or decline slightly when compared to 2020 levels supported by ~~approximately 35% relative to 2019 levels, with historically~~a continued low interest rates benefiting refinance volumes and increasing purchase activity. Further, we anticipate that short-term rates will remain near zero for the foreseeable future and we expect mortgage rates will also remain at near historically low levels. 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.environment.

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%~~40% and ~~29%~~30% of our operating revenues for the three months ended ~~September 30,~~March 31, 2021 and 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 for the three months ended ~~September 30, 2020~~March 31, 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 2019.2020.

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 ~~$1.4 million and unfavorably by $3.0~~$5.8 million for the three ~~and nine~~ months ended ~~September 30, 2020,~~March 31, 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. ~~We expect to repurchase approximately $1 billion worth~~As of ~~outstanding shares by the end of 2022, inclusive of at least~~March 31, 2021, we had $500.0 million in value of shares (inclusive of commissions and fees) available to be repurchased under the share repurchase authorization. Pursuant to the Merger Agreement, we agreed to refrain from repurchasing shares of our common stock during the period between February 4, 2021 and the earlier of (i) the consummation of the Merger or (ii) the termination of the Merger Agreement (the “Interim Operating Period”), subject to the terms, limitations and exceptions set forth in ~~2020.~~the Merger Agreement.

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 ~~to the quarterly~~in our cash dividend ~~declaring~~and declared a ~~cash dividend of~~ $0.33 per share ofcash dividend to common ~~stock~~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. 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.~~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.

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 of Non-Core Businesses & Transformations~~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. 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~~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. 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 months ended March 31, 2021. For the three ~~and nine~~ months ended ~~September 30, 2020,~~March 31, 2021, these businesses generated revenues of ~~$103.2~~$106.4 million ~~and $286.5 million, respectively,~~ and operating income of ~~$14.2~~$5.2 million. For the three months ended March 31, 2020, these business generated revenues of $91.0 million and ~~$37.5 million, respectively.~~operating income of $12.7 million. 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.

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Consolidated Results of Operations

Three Months Ended ~~September 30, 2020~~March 31, 2021 Compared to ~~the~~ Three Months Ended ~~September 30, 2019~~March 31, 2020

Operating Revenues

Our consolidated operating revenues were ~~$436.7~~$422.8 million for the three months ended ~~September 30, 2020,~~March 31, 2021, an increase of ~~$61.2~~$69.9 million, or ~~16.3%~~19.8%, when compared to ~~the comparable period in 2019,~~2020, and consisted of the following:


(in thousands, except percentages)	(in thousands, except percentages)	2020		2019		$ Change		% Change		(in thousands, except percentages)	2021		2020		$ Change		% Change
PIRM	PIRM	$	176,248	$	169,079	$	7,169	4.2	%	PIRM	$	175,212	$	162,336	$	12,876	7.9	%
UWS	UWS	263,342		209,138		54,204		25.9		UWS	249,321		194,494		54,827		28.2
Corporate and eliminations	Corporate and eliminations	(2,863)		(2,646)		(217)		8.2		Corporate and eliminations	(1,748)		(3,910)		2,162		(55.3)
Operating revenues	Operating revenues	$	436,727	$	375,571	$	61,156	16.3	%	Operating revenues	$	422,785	$	352,920	$	69,865	19.8	%

Our PIRM segment ~~operating~~ revenues increased by ~~$7.2~~$12.9 million, or ~~4.2%~~7.9%, for the three months ended ~~September 30, 2020,~~March 31, 2021, when compared to ~~2019.~~2020. Excluding acquisition activity of ~~$1.0~~$0.9 million, ~~operating revenues increased $6.2~~the increase of $12.0 million was primarily due to higher revenues of $7.0 million from property insights and insurance and spatial solutions due to increased market volumes, market-share gains and pricing. Additionally, included within our property insights and ~~insurance~~spatial solutions ~~business gaining market-share of approximately $6.4 million and increased market volumes & pricing and~~revenues is a favorable foreign exchange ~~impacting property insights by an additional $2.7 million and $1.4 million, respectively. These gains were partially offset COVID-19 impacts totaling $4.3 million across our solution groups.~~impact of $5.8 million.

Our UWS segment revenues increased by ~~$54.2~~$54.8 million, or ~~25.9%~~28.2%, for the three months ended ~~September 30, 2020,~~March 31, 2021, when compared to ~~2019. Excluding acquisition activity of $1.2 million, operating revenues increased $53.0 million~~2020. The increase was primarily due to higher property tax solutions revenues of ~~$62.0~~$51.1 million, ~~and~~ higher flood data solutions revenues of ~~$11.4~~$4.0 million, and higher valuation solutions revenue of $1.0 million, primarily related to increased market volumes, ~~market share~~market-share gains, and pricing. These increases were partially offset by lower ~~valuation solutions revenue~~other revenues of ~~$19.0~~$1.3 million due to the impacts of our AMC transformation program, and lower other revenues of $1.4 million. Operating revenues attributable to the 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 COVID-19 during the current period.~~product wind-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 ~~$154.2~~$162.6 million for the three months ended ~~September 30, 2020, a decrease~~March 31, 2021, an increase of ~~$10.5~~$18.0 million, or ~~6.4%~~12.5%, when compared to ~~2019.~~2020. Excluding acquisition activity of ~~$1.4~~$0.5 million, the ~~decrease~~increase of ~~$11.9~~$17.5 million was primarily due to ~~favorable product mix.~~higher revenue.

Selling, General and Administrative Expenses

Our consolidated selling, general and administrative expenses were ~~$165.7~~$130.0 million for the three months ended ~~September 30, 2020,~~March 31, 2021, an increase of ~~$59.1~~$20.4 million, or ~~55.5%~~18.6%, when compared to ~~2019.~~2020. Excluding acquisition activity of ~~$1.1~~$0.1 million, the increase of ~~$58.0~~$20.5 million was primarily due to higher costs as a result of the Unsolicited Proposal, ~~and the~~ Proxy Contest Proposals, and related strategic transaction process of ~~$36.9~~$11.4 million, higher other external services costs of ~~$13.9~~$4.9 million, and ~~$11.5 million in compensation, primarily due to~~ higher ~~variable~~ compensation costs ~~relating to operating performance,~~of $6.5 million, partially offset by lower travel costs of ~~$3.1 million and lower other expenses of $1.2~~$2.3 million.

Depreciation and Amortization

Our consolidated depreciation and amortization expense was ~~$43.6~~$44.8 million for the three months ended ~~September 30, 2020,~~March 31, 2021, an increase of $1.2 million, or ~~2.9%~~2.8%, when compared to ~~2019. Excluding acquisition activity of $0.3 million, the increase of $0.9 million was primarily~~2020 due to asset additions made during the ~~addition of completed software projects and increased licenses in the current period.~~year.

3733

Operating Income

Our consolidated operating income was ~~$73.2~~$85.4 million for the three months ended ~~September 30, 2020,~~March 31, 2021, an increase of ~~$11.3~~$30.2 million, or ~~18.3%~~54.8%, when compared to ~~2019,~~2020, and consisted of the following:


(in thousands, except percentages)	(in thousands, except percentages)	2020		2019		$ Change		% Change		(in thousands, except percentages)	2021		2020		$ Change		% Change
PIRM	PIRM	$	22,670	$	18,375	$	4,295	23.4	%	PIRM	$	20,152	$	14,353	$	5,799	40.4	%
UWS	UWS	124,699		70,831		53,868		76.1		UWS	108,793		67,520		41,273		61.1
Corporate and eliminations	Corporate and eliminations	(74,186)		(27,339)		(46,847)		171.4		Corporate and eliminations	(43,508)		(26,680)		(16,828)		63.1
Operating income	Operating income	$	73,183	$	61,867	$	11,316	18.3	%	Operating income	$	85,437	$	55,193	$	30,244	54.8	%

Our PIRM segment operating income increased by ~~$4.3~~$5.8 million, or ~~23.4%~~40.4%, for the three months ended ~~September 30, 2020~~March 31, 2021, when compared to ~~2019. Acquisitions lowered operating income by $0.3 million primarily due to investments in data and technology capabilities and the amortization of acquisition-related intangible assets.~~2020. Excluding acquisition activity of $0.4 million, operating income increased by ~~$4.6~~$5.4 million and margins increased by ~~220 basis points, primarily due to higher revenues and the impact of our ongoing operational efficiency programs.~~

Our UWS segment operating income increased by $53.9 million, or 76.1%, for the three months ended September 30, 2020 when compared to 2019. 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 product mix, and the impact of our ongoing operational efficiency programs.

Corporate and eliminations had an unfavorable variance of $46.8 million, or 171.4%, for the three months ended September 30, 2020 when compared to 2019, primarily due to higher costs associated with the Unsolicited Proposal and the Proxy Contest and higher variable compensation costs relating to operating performance.

~~Total Interest Expense, net~~

Our consolidated total interest expense, net was $16.9 million for the three months ended September 30, 2020, a decrease of $2.6 million, or 13.2%, 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 $35.7 million for the three months ended September 30, 2020, a favorable variance of $35.4 million, when compared to 2019. The variance is primarily due to a $35.1 million gain from the sale of an equity method investment and higher gains of $1.7 million related to supplemental benefit plans, offset by a loss of $1.4 million related to the impairment of an equity method investment.

~~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 $9.6 million and a provision of $11.5 million for the three months ended September 30, 2020 and 2019, respectively. The effective tax rate was a benefit of 10.4% and a provision of 27.1% for the three months ended September 30, 2020 and 2019, respectively. The change in the effective income tax rate was primarily due to a $24 million discrete tax benefit recorded in relation to the settlement of an IRS examination in 2020.

~~Equity in Earnings of Affiliates, net of tax~~

Our consolidated equity in earnings of affiliates, net of tax was $1.0 million for the three months ended September 30, 2020, a favorable variance of $0.4 million when compared to 2019. We have equity interests in various affiliates which had higher earnings in the current period compared to the prior year period.

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

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.~~

~~Consolidated Results of Operations~~

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

~~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 440247 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~~$41.3 million, or ~~130.9%~~61.1%, 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~~892 basis points for the three months ended March 31, 2021, when compared to 2020 primarily ~~impacted by lower impairment loss,~~due to higher revenues, improved product mix, and the impact of our ongoing operational efficiency programs.

Corporate and eliminations had an unfavorable variance of ~~$41.8~~$16.8 million, or ~~44.3%~~63.1%, for the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, primarily due to higher costs associated with the Unsolicited Proposal, Proxy Contest Proposals, and ~~Proxy Contest.~~related strategic transaction process.

Total Interest Expense, net

Our consolidated total interest expense, net, was ~~$52.3~~$16.3 million for the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, a decrease of ~~$5.1~~$1.5 million, or ~~8.8%~~8.3%, when compared to ~~2019.~~2020. The decrease was primarily due to lower interest rates ~~as well as lower average outstanding principal balances.~~and debt levels.

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

Our consolidated ~~gain~~loss on investments and other, net, was ~~$37.2~~$0.5 million for the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, a favorable variance of ~~$39.3~~$3.4 million, when compared to ~~2019.~~2020. The variance is primarily due to losses related to our supplemental benefit plan in 2020. This variance is partially offset by a loss due to a ~~gain~~fair value adjustment of ~~$35.1~~$2.3 million ~~from~~to lower the ~~sale~~carrying value of ~~an equity method investment,~~ a ~~prior year loss of $6.6 million related to revaluation of an~~minority 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.~~in 2021.

~~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)~~Provision for Income Taxes

Our consolidated ~~provision/(benefit)~~provision for income taxes from continuing operations before equity in earnings of affiliates and income taxes was ~~a provision of $19.4~~$13.7 million and ~~a benefit of $9.0~~$9.8 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively. The effective tax rate was ~~a provision of 10.0%~~19.9% and ~~a benefit of 718.7%~~29.2% for the ~~nine~~three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively. The ~~change~~decrease in the effective income tax rate was primarily due to ~~the benefit~~tax benefits recorded in ~~relation to the settlement of an IRS examination in 2020~~ ~~as compared to a smaller~~ ~~nonrecurring benefit recorded in 2019~~2021 related to ~~the reversal of state tax reserves.~~share-based compensation.

Equity in Earnings of Affiliates, net of tax

We had no consolidated equity in earnings of affiliates, net of tax for the three months ended March 31, 2021. Our consolidated equity in earnings of affiliates, net of tax ~~was $1.9~~ for the ~~nine~~three months ended ~~September 30,~~March 31, 2020 ~~a favorable variance of $1.4 when compared to 2019.~~was $0.5 million. We have ~~equity interests~~one investment in ~~various affiliates which had higher earnings in the current period compared to prior year.~~an affiliate that is fully impaired as of March 31, 2021.

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

Our consolidated ~~income/(loss)~~income from discontinued operations, net of tax was ~~$28.1~~$3.9 million for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021, ~~a favorable~~an unfavorable variance of ~~$17.1~~$5.6 million when compared to ~~2019.~~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 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.volumes. See Note 14 - Discontinued Operations for further information.

Loss from Sale of Discontinued Operations, Net of Tax

Our consolidated loss from sale of 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.

Liquidity and Capital Resources

Cash and cash equivalents as of March 31, 2021 totaled $227.1 million, an increase of $59.7 million from December 31, 2020. As of March 31, 2021, our cash balances held in foreign jurisdictions totaled $72.8 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 $10.4 million as of both March 31, 2021 and December 31, 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 $189.3 million and $112.9 million for the three months ended March 31, 2021 and 2020, respectively. Cash used in discontinued operating activities was $1.2 million and $7.8 million for the three months ended March 31, 2021 and 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 provided by investing activities was approximately $19.0 million during the three months ended March 31, 2021 and total cash used in investing activities was $35.5 million during the three months ended 2020. Cash used in discontinued operating activities was $1.7 million and $2.9 million for the three months ended March 31, 2021 and 2020, respectively.

Cash provided by investing activities in continuing operations during 2021 was primarily related to net cash received from the sale of RPS of $49.8 million, net of selling costs, partially offset by cash paid for investments in property and equipment and capitalized data of $12.4 million and $8.6 million, respectively. Additionally, we paid cash of $8.1 million, net of cash acquired, related to the ehouse acquisition.

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 $1.8 billion as of March 31, 2021 and December 31, 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 March 31, 2021, we had borrowing capacity under the Revolving Facility of $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.

In 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 March 31, 2021, the Swaps have a combined remaining notional balance of $1.2 billion, a weighted average fixed interest rate of 2.68% (rates range from 2.61% 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 through March 2022, $1.0 billion through August 2022, and approximately $500.0 million through December 2025. Approximate weighted average fixed interest rates for the aforementioned time periods are 2.66%, 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.

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. During the three months ended March 31, 2021, we did not repurchase any shares of our common stock. As of March 31, 2021, we had $500.0 million in value of shares available to be repurchased under the plan. Pursuant to the Merger Agreement, we agreed to refrain from repurchasing our capital stock during the Interim Operating Period, subject to the terms, limitations and exceptions set forth in the Merger Agreement.

For the three months ended March 31, 2021, we paid cash dividends of $24.1 million. 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, December 2020, and March 2021. 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.

We strive to pursue a balanced approach to capital allocation. Subject to the limitations during the Interim Operating Period on our ability to (i) make acquisitions or capital expenditures above certain thresholds, (ii) repurchase our capital stock, subject to certain exceptions, (iii) declare or pay dividends, and (iv) incur indebtedness in excess of certain thresholds, in each case pursuant to the Merger Agreement and subject to the terms, limitations and exceptions set forth therein, we will also continue to evaluate management of outstanding debt and pursuits of strategic acquisitions and investments on an opportunistic basis.

Availability of Additional Capital

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, 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 March 31, 2021, we had approximately $1.8 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 March 31, 2021, the combined remaining notional balance of the Swaps was $1.2 billion, with a weighted average fixed interest rate of 2.68% (rates range from 2.61% 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 $1.4 million change to interest expense on our existing indebtedness as of March 31, 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.

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,~~March 31, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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~~Liquidity and Capital Resources~~PART II: OTHER INFORMATION

Cash and cash equivalents as of September 30, 2020 totaled $302.3 million, an increase of $198.2 million from December 31, 2019. As of September 30, 2020, our cash balances held in foreign jurisdictions totaled $61.0 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 $10.5 million as of both September 30, 2020 and December 31, 2019 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 $419.1 million and $247.1 million for the nine months ended September 30, 2020 and 2019, respectively. Cash used in discontinued operating activities was $40.7 million and $29.7 million for the nine months ended September 30, 2020 and 2019, 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 in investing activities was approximately $43.5 million and $96.9 million during the nine months ended September 30, 2020 and 2019, respectively. Cash used in discontinued operating activities was $9.3 million and $14.0 million for the nine months ended September 30, 2020 and 2019, respectively, which decrease was driven by lower investments in technology and innovation. The decrease in cash used in continuing operations was primarily related higher proceeds from the sale of investments and other of $42.4 million, lower investments in technology and innovation of $9.7 million, and lower net cash paid for acquisitions of $1.2 million, partially offset by lower cash received from a prior year sale of a business line of $4.1 million.

~~Financing Activities.~~ Total cash used in financing activities was approximately $174.1 million for the nine months ended September 30, 2020, which was primarily comprised of dividends paid of $61.1 million, net outflows from share-based compensation-related transactions of $1.3 million, share repurchases of $9.3 million, and repayments of long-term debt of $102.5 million. Total cash used in financing activities was approximately $147.2 million for the nine months ended September 30, 2019, which was primarily comprised of net repayment of long-term debt of $83.8 million, share repurchases of $61.6 million, net outflows from share-based compensation-related transactions of $1.3 million, and contingent consideration payments of $0.6 million.

~~Financing and Financing Capacity~~

We had total debt outstanding of $1.5 billion and $1.6 billion as of September 30, 2020 and December 31, 2019, respectively. Our significant debt instruments and borrowing capacity are described below.

~~Credit Agreement~~

The 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 30, 2020, we had borrowing capacity under the Revolving Facility of $750.0 million and were in compliance with the financial and restrictive covenants of the Credit Agreement. See ~~Note 5 - Long-Term Debt~~ ~~for further discussion.~~

~~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 30, 2020, the Swaps have a combined remaining notional balance of $1.2 billion, a weighted average fixed interest rate of 2.40% (rates range from 0.66% 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 $1.0 billion through August 2022, and $496.8 million and $465.0 million through December 2025. Approximate weighted average fixed interest rates for the aforementioned time periods are 2.59%, 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, 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.

We strive to pursue a balanced approach to capital allocation and initiated a regular dividend in December 2019. We will also continue to evaluate the repurchase of shares, management of outstanding debt, and the pursuit of strategic acquisitions and investments on an opportunistic basis.

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. During the nine months ended September 30, 2020, we repurchased 0.2 million shares of our common stock for $9.3 million. The Company expects to fully utilize such repurchase authorization by the end of 2022, inclusive of $500.0 million of shares by the end of 2020. Purchases may be made from time to time in the open market at prevailing market prices or in privately negotiated transactions, and may be made according to a plan adopted pursuant to Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended. See ~~Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds - Purchases of Equity Securities by the Issuer and Affiliated Purchasers~~ ~~for further discussion.~~

For the nine months ended September 30, 2020, we paid cash dividends of $61.1 million. 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. We expect to make regular quarterly dividend payments for the foreseeable future. The timing, declaration, and payment of future dividends, however, falls within the discretion of our Board of Directors and will depend upon many factors, including the Company’s financial condition and earnings, the capital requirements of our businesses, restrictions imposed by applicable law, and any other factors our Board of Directors deems relevant from time to time.

~~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.

~~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. Management believes there have been no material changes to this information.~~

~~Item 3. Quantitative and Qualitative Disclosures about Market Risk.~~

~~As of September 30, 2020, we had approximately $1.5 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 30, 2020, the combined remaining notional balance of the Swaps was $1.2 billion, with a weighted average fixed interest rate of 2.40% (rates range from 0.66% 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 $0.9 million change to interest expense on our existing indebtedness as of September 30, 2020, on a quarterly basis.

~~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 operationswithin Note 14 - Discontinued Operations of our condensed consolidated financial statements, which is incorporated by reference in response to this item.

Item 1A. Risk Factors.

~~We have described~~See section entitled “Risk Factors” in ~~Part I,~~ Item 1A of Part I of our ~~Annual Report on Form~~2020 10-K for ~~the fiscal year ended December 31, 2019 and in Part II, Item 1A~~a full description of ~~our Quarterly Reports on Form 10-Q for the quarters ended March 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 presently known to~~regarding us ~~or that we currently deem immaterial may also harm~~and our business. Please read the cautionary notice regarding forward-looking statements under the heading “Management's Discussion and Analysis of Financial Condition and Results of Operations.” You should carefully consider theThere have been no material changes to these risks and uncertainties ~~our business faces. We are including two supplemental risk factors below, which disclosures should be read in conjunction with the risk factors described~~disclosed in our ~~Annual 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.

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.10-K.

4739

~~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.


Exhibit Number						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~~4.4						Amendment to Rights Agreement, dated as of ~~July 6, 2020,~~February 4, 2021, by and between ~~the Company~~CoreLogic, Inc. and Equiniti Trust Company ~~as rights agent, which includes as Exhibit B the Form of Rights Certificate (incorporated~~(Incorporated by reference toherein from Exhibit 4.1 to the ~~Company's~~Company’s Current Report on Form 8-K as filed with the SEC on ~~July 7, 2020)~~February 8, 2021).

10.1						~~Employment Agreement, dated October~~ 28 ~~, 2020, between the Company and Patrick L. Dodd~~ü

~~10.2~~						Form of Notice of Restricted Stock Unit Grant and Form of Restricted Stock Unit Award Agreement ~~(NEO)~~(2021 NEO) under the CoreLogic, Inc. 2018 Performance Incentive Plan.ü†

~~10.3~~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

~~10.4~~						F ~~orm of Change in Control Agreement~~.ü

~~10.5~~						~~Form of Change in Control~~ ~~Letter Amendment~~ü

~~10.6~~						~~Amendment to Executive Supplemental Benefit Plan and Management Supplemental Benefit Plan~~, ~~effective~~ ~~as of~~ ~~September 3, 2020~~ü†

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 30, 2020~~March 31, 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 ~~tags~~tags.ü

104						Cover Page Interactive Data File (formatted in Inline XBRL and included in the interactive data files submitted as Exhibit 101).ü


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

5040

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 3, 2020~~May 7, 2021

5141


(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	$	0	$	0	$	302,329
Restricted cash	8,719		1,785		0		10,504
Other investments	0		3,279		0		3,279
Total	$	311,048	$	5,064	$	0	$	316,112

Financial Liabilities:

Total debt	$	0	$	1,590,260	$	0	$	1,590,260
Total	$	0	$	1,590,260	$	0	$	1,590,260

Derivatives:

Liability for Swaps	$	0	$	87,725	$	0	$	87,725

As of December 31, 2019
Financial Assets:
Cash and cash equivalents	$	104,162	$	0	$	0	$	104,162
Restricted cash	9,791		726		0		10,517
Other investments	0		1,898		0		1,898
Total	$	113,953	$	2,624	$	0	$	116,577

Financial Liabilities:

Total debt	$	0	$	1,690,731	$	0	$	1,690,731
Total	$	0	$	1,690,731	$	0	$	1,690,731

Derivatives:
Asset for Swaps	$	0	$	572	$	0	$	572
Liability for Swaps	$	0	$	47,691	$	0	$	47,691


(in thousands)
For the Three Months September 30, 2020	PIRM		UWS		AMPS		ELI		Total
Operating revenues	$	9,904	$	93,262	$	0	$	0	$	103,166
Cost of services (exclusive of depreciation and amortization)	4,711		75,732		0		0		80,443
Selling, general and administrative expenses	2,989		4,539		0		(1)		7,527
Depreciation and amortization	1,204		957		0		0		2,161
Gain on investments and other, net	0		(1,194)		0		0		(1,194)
Income from discontinued operations before income taxes	1,000		13,228		0		1		14,229
Provision for income taxes	250		3,300		0		0		3,550
Income from discontinued operations, net of tax	$	750	$	9,928	$	0	$	1	$	10,679

For the Three Months September 30, 2019
Operating revenues	$	11,066	$	72,317	$	0	$	0	$	83,383
Cost of services (exclusive of depreciation and amortization)	5,112		58,359		0		0		63,471
Selling, general and administrative expenses	2,763		1,913		5		23,129		27,810
Depreciation and amortization	1,953		1,375		0		0		3,328
Impairment Loss	(1)		78		0		0		77
Loss on investments and other, net	0		3		0		0		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)