Table of Contents 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. 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. 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 this Annual Report on Form 10-K for further information about the termination fee we may be obligated to pay. Please refer to  Note 21 - Subsequent Events - Proposed Merger  of the Notes to Consolidated Financial Statements included in  Item 8 - Financial Statements and Supplementary Data  of Part II of this Annual Report on Form 10-K for further information. On February 16, 2021, the Board received an unsolicited acquisition proposal from CoStar to acquire the Company in an all-stock transaction. The Board is carefully reviewing the proposal in consultation with outside legal counsel and financial advisors. The Merger Agreement remains in full force and effect, and the Board has not withdrawn or modified its recommendation that the stockholders of CoreLogic vote in favor of the approval of the Merger, the Merger Agreement and the transactions contemplated hereby. 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. In June 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 increased by Senator and Cannae on September 2020 by $1.00 per share to $66.00 per share in cash. Our Board, 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. In July 2020, we received written notification from the FTC that it is conducting an investigation (“FTC Investigation”) of the proposed acquisition of the Company by Senator and Cannae and requesting that we produce information in connection with that investigation. In August 2020, we received a Civil Investigative Demand from 31 Unsolicited Proposal and Proxy Contest Proposals Rights Agreement Amendment