CORELOGIC, INC. (Form: 10-K, Received: 02/25/2013 13:45:53)

Natural to COBOL Optional Pricing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 10-K

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

For the fiscal year ended December 31, 2012

o 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, 92618-7471

(Address of principal executive offices) (Zip Code)

(949) 214-1000

Registrant’s telephone number, including area code

__________________

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



Common	New York Stock Exchange
(Title of each class)	(Name of each exchange on which registered)

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

None

__________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

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 x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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



	Large accelerated filer x	Accelerated filer o
	Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of June 29, 2012, the last business day of the registrant's most recently-completed second fiscal quarter was $1,920,591,000.

On February 18, 2013 , there were 97,856,346 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement with respect to the 2013 annual meeting of the stockholders are incorporated by reference in Part III of this report. The definitive proxy statement or an amendment to this Form 10-K will be filed no later than 120 days after the close of registrant’s fiscal year.

CoreLogic Inc.

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PART I.	3
Item 1. Business	3
Item 1A Risk Factors	15
Item 1B Unresolved Staff Comments	22
Item 2. Properties	22
Item 3. Legal Proceedings	22
Item 4. Mine Safety Disclosures	22
PART II.	23
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	23
Item 6. Selected Financial Data	24
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 7A. Quantitative and Qualitative Disclosures about Market Risk	44
Item 8. Financial Statements and Supplementary Data	46
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	108
Item 9A. Controls and Procedures	108
Item 9B. Other Information	109
PART III	110
Item 10. Directors, Executive Officers and Corporate Governance	110
Item 11. Executive Compensation	110
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	110
Item 13. Certain Relationships and Related Transactions, and Director Independence	110
Item 14. Principal Accountant Fees and Services	110
PART IV	111
Item 15. Exhibits and Financial Statement Schedules	111
Signatures	112
Exhibit Index	114

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PART I

Item 1. Business

The Company

We are a leading property information, analytics and services provider in the United States and Australia. Our combined data from public, contributory and proprietary sources includes over 3.3 billion records spanning more than 40 years, providing detailed coverage of property, mortgages and other encumbrances, consumer credit, tenancy, location, hazard risk and related performance information. The markets we serve include real estate and mortgage finance, insurance, capital markets and government. We deliver value to clients through unique data, analytics, workflow technology, advisory and managed services. We have more than one million users who rely on our data and predictive decision analytics to help identify and manage growth opportunities, improve performance and mitigate risk.

We believe that we offer our customers among the most comprehensive databases of public, contributory and proprietary data covering real property and mortgage information, judgments and liens, parcel and geospatial data, criminal background records, national coverage eviction information, non-prime lending records, credit information, and tax information, among other data types. Our databases include over 795 million historical property transactions, over 93 million mortgage applications and property-specific data covering over 99% of U.S. residential properties exceeding 147 million records. We believe the quality of the data we offer is distinguished by our broad range of data sources and our core expertise in aggregating, organizing, normalizing, processing and delivering data to our customers.

With our data as a foundation, we have built strong analytics capabilities and a variety of value-added business services to meet our customers’ needs for mortgage and automotive credit reporting, property tax, property valuation, flood plain location determination and other geospatial data, data, analytics and related services.

We were originally incorporated in California in 1894, and were reincorporated in Delaware on June 1, 2010. Before June 1, 2010, we operated as The First American Corporation (“First American” or “FAC”). Through a transaction that we refer to as the "Separation", as more fully described below, we spun off our financial services businesses on June 1, 2010 and, in connection with the Separation, changed our name to CoreLogic, Inc. and began trading on the New York Stock Exchange under the symbol “CLGX.” As used herein, the terms "CoreLogic," the "Company," "we," "our" and "us" refer to CoreLogic, Inc. and our consolidated subsidiaries, except where it is clear that the terms mean only CoreLogic, Inc. and not our subsidiaries. Our executive offices are located at 40 Pacifica, Irvine, California, 92618-7471, our telephone number is (949) 214-1000, and our website is www.corelogic.com .

The Separation

On June 1, 2010, we completed the Separation in which we retained the information solutions businesses and spun off the financial services businesses into a new, publicly-traded, New York Stock Exchange-listed company called First American Financial Corporation (“FAFC”) through a distribution (the “Distribution”) of all of the outstanding shares of FAFC to the holders of our common shares, par value $1.00 per share, as of May 26, 2010. To effect the Separation, we entered into a Separation and Distribution Agreement with FAFC that governs the rights and obligations of us and FAFC. It also governs our on-going relationship with FAFC subsequent to the completion of the Separation and provides for the allocation of assets and liabilities between us and FAFC. In addition, we entered into a Tax Sharing Agreement with FAFC as described in Note 10 -Income Taxes , of the Notes to consolidated financial statements, included in Item 8 - Financial Statements and Supplementary Data, of this Annual Report on Form 10-K, a Restrictive Covenants Agreement, and we issued a promissory note to FAFC in the principal amount of $19.9 million relating to certain pension liabilities. We repaid the promissory note in full in September 2011. See Note 12 - Employee Benefit Plans.

While we are a party to the Separation and Distribution Agreement and various other agreements relating to the Separation, we have determined that we have no material continuing involvement in FAFC’s operations. As a result of the Separation, we reflect the FAFC businesses in our consolidated financial statements as discontinued operations for the years ended December 31, 2010 and prior. The results of the FAFC businesses in prior years have been reclassified to conform to the 2010 classification. See Note 18 – Discontinued Operations for additional disclosures .

As part of the Separation, we are responsible for a portion of FAFC’s contingent and other corporate liabilities.

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$242.6 million . As a result, we made a cash payment to FAFC of $7.4 million to arrive at the full value of $250.0 million . FAFC has disposed of the shares related to the Separation. Since the Separation, we repurchased 10,433,265 shares of our common stock that was owned by FAFC or one of its subsidiaries for an aggregate purchase price of $227.7 million . See further discussion at Note 19 - Transactions with FAFC.

Our Data

Our data is the foundation of our products, analytics and services. Our data can generally be categorized as real property information, mortgage information and consumer information and includes the following:



Real Property Information	Mortgage Information	Consumer Information
* Land & Property Characteristic Information	* Recorded Mortgages, Juniors, & Private Parties	* Multi-Family Resident Screening Information
* Property Ownership Information & History	* Loans with Detailed Mortgage Type & Purpose	* Landlord/Tenant Court Records
* Property Tax Payment Amounts, Status & History	* Mortgage Modifications, Assignments & Satisfactions	* Property Rental, Auto & Loan Applications
* Property Sales information & History	* Pre-foreclosures & Foreclosures	* Consumer Credit Information & History
* MLS Listing Information & History	* Mortgage Applications	* Under-banked Credit Payments & History
* Involuntary Liens & Judgments, such as Homeowner & Mechanics Liens	* Mortgage Servicers: Delinquency, Prepayment & Performance Information	* Criminal Records
* Flood & Hazard Information	* Performance Information	* Bankruptcy Records
* Geo-coded Parcel Maps	* Non Agency MBS/ABS Securities: Delinquency, Pre-payment & Performance Information	* Involuntary Liens and Judgments
* Geospatial Polygons and Boundaries		* SSN & Income Verifications
* Legal Descriptions		* Sex Offender Registry
* Building Permits
* Building Sketches
* Recorded Document Images
* Property Photos
* Property Appraisals and Broker Price Opinions
* Property Inspections

We obtain our data from a variety of sources, including data contributed by our customers, data gathered from public sources and data purchased from data aggregators.

For data contributed by our customers, we generally enter into agreements with our customers that govern our use of the data they contribute. These contractual arrangements often permit our customers to use our solutions which incorporate their data. We structure our agreements with our customers to specify the particular uses of the data they contribute and to provide the levels of data privacy and protection required by the contributing party. Our contributed data includes loan performance information (from loan servicers, trustees, securitizers, issuers and others), mortgage, auto, property rental and under-banked loan applications from various loan originators, landlords and property owners. We gather property listing and tenant/landlord rental information from Boards of Realtors®, real estate agents, brokers, landlords, and owners of multi-tenant properties. We collect appraisals, broker price opinions and property valuations from appraisers, brokers and real estate agents. We receive consumer credit history information from lenders, auto dealers and other customers.

We also gather a variety of data from public sources, including data and documents from federal, state and local governments. We enhance our public record information with the data we collect from other public and non-public sources to create comprehensive textual and geospatial views of each property within our coverage areas, including physical property

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characteristics, boundaries and tax values, current and historical ownership, voluntary and involuntary liens, tax assessments and delinquencies, environmental, flood and hazard information, criminal data, local trends, summary statistics and household demographics.

In addition, we purchase or license data from data aggregators under contracts that we believe reflect prevailing market pricing for the data elements purchased and which govern the terms of our use of the data. Generally, these agreements have multi-year terms which may or may not automatically renew.

Products and Services

We have organized our reportable segments into the following three segments: data and analytics, mortgage

origination services and asset management and processing solutions. We have renamed our default services segment to asset management and processing solutions to reflect the change in business mix away from default related business process outsourcing toward asset management, valuation and loss mitigation services. The following table sets forth the key products and services we offer in each of these three reporting segments:



	Reporting Segment		Key Products and Services

	Data and Analytics		Information and analytics products (including property and mortgage securities information) Tenancy data and analytics products Under-banked credit services Geospatial solutions Realtor solutions (Multiple Listing Services ("MLS"))

	Mortgage Origination Services		Tax services Flood data services and licenses Credit solutions National joint ventures (providing appraisal, credit and other settlement services to loan originators) Lending solutions

	Asset Management and Processing Solutions		Field services (property preservation) Broker price opinions ("BPO") Processing solutions Technology solutions Real estate owned ("REO") asset management and other default services

We believe that we hold the leading market share position for many of our products and services, including:


•	tax services, based on the number of loans under service;


•	flood zone determinations, based on the number of flood zone certification reports issued;


•	credit reporting services to the United States mortgage lending industry, based on the number of credit reports issued;


•	property data services, based on the number of inquiries;


•	automated appraisals, based on the number of reports sold; and


•	MLS, based on the number of active desktops.

Financial information regarding each of the Company’s business segments is included in Item 7 . Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 8 . Financial Statements and Supplementary Data of Part II of this report.

Data and Analytics

Our data and analytics segment offers access to data assets including real estate information (such as property characteristic information, mortgage information, collateral information, and images of publicly recorded documents relating to real property), mortgage-backed securities information, criminal and eviction records, employment verification, flood and hazard information and under-banked credit information. We license our data directly to our customers and provide our customers with analytical products and services for risk management, collateral assessment and fraud prediction. We also

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provide consumer screening and risk management for the multi-family housing and under-banked credit services industries. Our primary customers are commercial banks, mortgage lenders and brokers, investment banks, fixed-income investors, real estate agents, property and casualty insurance companies, title insurance companies, property management companies and government-sponsored enterprises.

More detailed descriptions of our data and analytics key products and services are shown below:

Information and Analytics . We are a leading provider of fraud detection, collateral and mortgage performance analytics and real estate and mortgage-backed securities information. We use our data to link property location and characteristics, real estate transactions and consumer and loan information to provide useful insights and analysis for our customers. Our customers span many industries, including mortgage lending, government, capital markets, consumer-direct, property and casualty insurance, direct marketing, utilities and retail. Our products and services include:

Data and information. We obtain, normalize and aggregate real estate property and loan data and make such data available to our customers with a standard format over the web or in bulk data form. Additionally, using our data and proprietary technology, we offer a number of value-added services that help our customers make risk assessments, determine property values and track market performance.

Property valuation analytics and services. We offer our customers a host of property valuation services in an effort to assist them in assessing their risk of loss with alternative forms of property valuations, depending upon their needs and regulatory requirements. These include, among others, automated valuation models, or AVMs, collateral risk scores, appraisal review services and valuation reconciliation services.

Fraud detection analytics and services. We provide solutions designed to assist our customers in detecting and preventing mortgage fraud and managing risk through a combination of patented predictive analytics and proprietary and contributed data. We also provide verification of applicant income and identity against Internal Revenue Service and Social Security Administration databases as well as provide employment verification services.

Other predictive analytics such as mortgage-backed securities analytics and services. We offer tools that enable our customers to take proactive steps with respect to their mortgage-backed securities, loan and real property portfolios. We also provide advisory services that allow holders of mortgage-backed securities, loan and real property portfolios to gain insight on the value, quality and attributes of those assets. For example, we provide default propensity tools as well as due diligence and property valuation services in connection with the marketing and sale of loan portfolios in the secondary market. Finally, we provide document retrieval, custom fulfillment, advisory and other services that allow our customers to benefit from our specialists and their knowledge of our data to provide project-based or client-customized reports.

Tenancy Data and Analytics . We are a leading provider of screening and risk management services for the multi-family housing industry. We conduct applicant screening and generate consumer reports containing information that may include landlord-tenant court records, lease and payment performance history, credit history and criminal records history primarily for residential property managers and owners throughout the U.S. We believe that we have the largest landlord-tenant court record database in the U.S. and we access criminal records databases to create customer-configured, criminal background decision analytics. We provide statistically-validated applicant scoring models, which assess the risk of payment default by a prospective renter based on a statistical scoring model developed exclusively for the multifamily housing industry.

Geospatial Solutions. We are a leading provider of natural hazard risk management and information solutions with premium locational accuracy and spatial datasets. We enable originators, property and casualty insurers, telecommunications and energy firms and other businesses to make better decisions through the use of accurate location-based data and analytics. We provide businesses the solutions required to more effectively locate, assess and manage property-level assets and risks. In addition to the industry's first parcel-based geocoder and a proprietary parcel database covering more than 131 million parcels across the U.S., we maintain critical, accurate and up-to-date information across multiple hazard databases including information on damaging winds and sinkholes, flood data, the location of fire stations and others. We also offer specialized data and analytical models including Wildfire Risk Score, Coastal Risk Score, Flood Risk Score, Earthquake and Fire Protection Class. Our analytics and hazard data are delivered to customers through multiple methods including the RiskMeter Online platform, a leading software as a service platform targeted to insurance industry participants.

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Under-Banked Credit Services . We are a leading provider of credit reports for under-banked consumer and specialty borrowers. Our customers range in size from single proprietorships to major credit card issuers.

Realtor Solutions . We are the leading provider of real estate listing software systems, with more than 50% of all U.S. and Canadian real estate agents having access to our product. Our flagship software platform is customizable to meet our customers’ needs, while maintaining a single code base. We integrate customer data with our robust property information, resulting in a comprehensive historical record on almost all residential properties in the U.S.

Mortgage Origination Services

We provide loan origination and closing-related services and solutions to mortgage originators, including tax services and flood and data services. The segment's primary customers are large, national mortgage lenders and servicers, but we also serve regional mortgage lenders and brokers, credit unions, commercial banks, government agencies and property and casualty insurance companies. We are also a member in several joint ventures that provide settlement services in connection with residential mortgage loans.

Tax Services . We believe that we are currently the largest provider of property tax services in the U.S. We procure and aggregate property tax information from over 20,000 taxing authorities. We use this information to advise mortgage originators and servicers of the property tax payment status on their loans and to monitor that status for the life of the loans. If a mortgage lender requires tax payments to be impounded on behalf of its borrowers, we can also monitor and oversee the transfer of these funds to the taxing authorities and provide the lender with payment confirmation. Under a typical tax service contract, we, on behalf of the mortgage originators and servicers, monitor the real estate taxes owing on properties securing such originators’ and servicers’ mortgage loans for the life of such loans. In general, we indemnify mortgage lenders against losses resulting from a failure to monitor delinquent taxes. We also may indemnify mortgage lenders against losses for any failure to make transfers to taxing authorities.

Flood Data Services . We believe that we are currently the largest provider of flood zone determinations in the U.S. Federal legislation passed in 1994, which requires that most mortgage lenders obtain a determination of the current flood zone status at the time each loan is originated and obtain updates during the life of the loan. We primarily provide flood zone determinations to mortgage lenders. We typically furnish a mortgage originator or servicer with a report as to whether a property lies within a governmentally delineated flood hazard area and then monitor the property for flood hazard status changes for as long as the loan is active.

Credit Solutions . We believe that we are a leading provider of credit services in the U.S. mortgage and transportation markets, providing comprehensive solutions that help our customers meet their lending, leasing and other consumer credit automation needs. We are a leading reseller of credit information and also provide merged credit reports with information from each of the three U.S. primary credit bureaus.

National Joint Ventures . We are party to several joint ventures that provide products used in connection with loan originations, including title insurance, appraisal services and other settlement services. These joint ventures are reflected as investments in affiliates on our consolidated balance sheets and our share of the income is reflected as equity in earnings of affiliates in our consolidated statement of operations.

Lending Solutions . We provide cloud computing-based lending solutions to the financial services market through a comprehensive suite of enterprise lending automation solutions. Our solutions automate lending activities, consolidate functions and connect lenders with their partners and consumers in a collaborative, real-time environment in order to help lenders originate, price and fulfill consumer loans.

Asset Management and Processing Solutions

We provide analytical and outsourcing services primarily relating to defaulting and foreclosed mortgage loans to mortgage servicers, financial institutions, government and governmental-sponsored enterprises and other companies.

Field Services (Property Preservation) . We inspect, preserve, maintain and, where required, register vacant properties with local authorities on behalf of our mortgage servicer customers.

Broker Price Opinions . Through our BPO business, we offer mortgage servicers and investors a cost-saving valuation alternative to traditional appraisals. BPOs validate property information with a visual external inspection by

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a qualified, licensed local real estate professional supplemented by recent sales activity and competitive listing information.

Processing Solutions . We provide outsourcing services to residential mortgage servicers. Our processing competencies provide the servicers operational, audit and quality control services throughout the default cycle, from collections to foreclosure.

REO Asset Management and Default Services . We provide services to help shorten mortgage servicers’ time-to-market for REO properties, which are designed to optimize returns and mitigate fraud. We cure title issues, determine property tax status and resolve any homeowners’ association and municipal code violations. We provide property recovery services, including eviction logistics. We value the asset using one or more of our full range of valuation products. We also offer marketing and closing services. Our automated asset management system is designed to be available 24 hours a day, seven days a week to our customers.

Technology Solutions . We provide mortgage servicers with a suite of hosted default management servicing applications that enable them to more efficiently manage the default process. Our component-based solution provides modules for loss mitigation, foreclosure, bankruptcy, collateral valuations, property preservation, REO asset management and claims processing. Through a combination of advanced workflow and document management capabilities, vendor transaction management services and heavy integration with our data and analytics products, this platform enables our customers to more effectively manage the default servicing process.

Corporate

In addition to our three reporting segments, we also have a corporate group, which includes costs and expenses not allocated to our segments.

The following table sets forth our revenues for the last three years from our segments:



(in thousands)	2012			% of Total Operating Revenue		2011			% of Total Operating Revenue		2010			% of Total Operating Revenue
Data and analytics	$	616,110		39.3	%	$	548,146		41.0	%	$	463,513		36.2	%
Mortgage origination services	635,615			40.5	%	482,076			36.0	%	466,117			36.4	%
Asset management and processing solutions	335,224			21.4	%	329,273			24.6	%	368,536			28.8	%
Corporate	640			—	%	41,789			3.1	%	59,125			4.6	%
Eliminations	(19,956		)	(1.3	)%	(62,737		)	(4.7	)%	(77,015		)	(6.0	)%
Operating revenue	$	1,567,633		100.0	%	$	1,338,547		100.0	%	$	1,280,276		100.0	%

Customers

We focus our marketing efforts on the largest U.S. mortgage originators and servicers. We also provide our services to financial institutions, investment banks, fixed-income investors, title insurance companies, commercial banks, government agencies and government-sponsored enterprises, property and casualty insurers, credit unions and real estate agents and other real estate professionals.

Our most significant customer relationships tend to be long-term in nature and we typically provide a number of different services to each customer. Because of the depth of these relationships, we derive a significant portion of our aggregate revenue from our largest customers, with 42.6% of our 2012 operating revenues being generated by the ten largest U.S. mortgage originators. During the year ended December 31, 2012 , one customer, Wells Fargo, N.A., accounted for approximately 10.8% of our consolidated operating revenues.

Competition

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We offer a diverse array of specialized products and services which compete directly and indirectly with similar products and services offered by national and local providers. We believe there is no single competitor who offers the same combination of products and services that we do and therefore we compete with a broad range of entities.

Our data and analytics segment competes with entities that provide access to data, data-based analytical products and services or credit-reporting services as part of their product offerings, including Equifax Inc., Lexis-Nexis, Lender Processing Services, Inc. (LPS), the property information assets of Decision Insight Information Group, Inc. (formerly the property information assets of MacDonald Dettwiler), TransUnion Corp. and Verisk Analytics, Inc. We compete based on the breadth and quality of our data sets, the exclusive nature of some of our key data sets, the quality and effectiveness of our products and the integration of our platforms into customer systems. We believe that the quality of the data we offer is distinguished by the broad range of our data sources, including non-public sources which are not widely available, the volume of records we maintain and our ability to provide data spanning a historical period of time that we believe, with respect to certain data sets, exceeds comparable data sets of most of our competitors.

Our mortgage origination and asset management and processing solutions segments compete with third-party providers such as LPS, which provides multiple product lines, as well as with niche players like Safeguard Properties, a provider of field services, and Clear-Capital.com, Inc., a provider of valuation services, as well as credit reporting agencies such as Equifax, Inc. and Experian plc. With these services, we compete largely based on the quality of the products and services we provide, our ability to provide scalable services at competitive prices and our ability to provide integrated platforms. We also compete with departments within financial institutions that utilize internal resources to provide similar services on a captive basis. We generally compete with captive providers based on the quality of our products and services, the scalability of our services, cost efficiencies and our ability to provide some level of risk mitigation. Larger-scale business process outsourcers also present an emerging competitive factor for some of our service-based businesses.

Sales and Marketing

Our sales strategy is primarily customer-focused and is structured around customer size. For our largest customers, we assign a sales executive who is exclusively responsible for managing that overall customer relationship. For our remaining large and mid-sized customers, a sales executive will have responsibility for multiple customers depending on the size of that sales executive’s customer portfolio. Our sales executives have key contacts within each customer’s business units and play an important role in maintaining current business relationships as well as prospecting for new business. The sales executives understand the current marketplace environment and have extensive knowledge of our customers’ internal operating structure and business needs. This relationship creates a strategic partnership between us and our customers which allows us to develop and implement customized solutions responsive to our customers’ needs in a prompt and efficient manner.

Smaller and more regional customers are primarily managed through our telesales operations. Our telesales operations are responsible for working with mortgage and real estate brokers, appraisers, real estate agents, as well as correspondents and other lenders.

Several of our business units have sales teams and subject matter experts that specialize in specific products and services. These sales teams and subject matter experts work collaboratively with our sales executives and our telesales operations to assist with customer sales by combining our data, products and services to meet the specific needs of each of our customers. They may be assigned to assist with sales in targeted markets, for certain categories of customers or for particular service groups. Our marketing activities include direct marketing, print advertising, media relations, public relations, trade shows, convention activities, seminars and other targeted activities. Our strategy is to use the most efficient delivery system available to successfully target and engage new customers and build awareness of our services.

Acquisitions and Divestitures

Historically, our growth into new products and services was facilitated and accelerated through acquisitions. We continually evaluate our business mix and seek to optimize our business structure through acquisitions and divestitures with a view to promoting our long-term strategy. We will continue to evaluate our existing businesses for alignment with our long-term strategy.

Intellectual Property

We own a significant number of intellectual property rights, including patents, copyrights, trademarks and trade secrets. We consider our intellectual property to be proprietary and we rely on a combination of statutory (e.g., copyright,

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trademark, trade secret and patent) and contractual safeguards in an intellectual property enforcement program to protect our intellectual property rights.

We have 33 issued patents covering business methods, software and systems patents, principally relating to automated valuation, fraud detection, data gathering, flood detection, MLS technology and property monitoring. We also have approximately 69 patent applications pending in these and other areas. We believe the protection of our proprietary technology is important to our success and we intend to continue to seek to protect those intellectual property assets for which we have expended substantial research and development capital and which are material to our business.

In addition, we own more than 277 trademarks in the U.S. and foreign countries, including the names of our products and services and our logos and tag lines, many of which are registered. We believe many of our trademarks, trade names, service marks and logos are material to our business as they assist our customers in identifying our products and services and the quality that stands behind them.

We own more than 116 registered copyrights in the U.S., covering computer programs, reports and manuals. We also have other literary works, including marketing materials, handbooks, presentations and website contents that are protected under common law copyright. We believe our written materials are essential to our business as they provide our customers with insight into various areas of the financial and real estate markets in which we operate.

Our research and development activities are focused on the design and development of our analytical tools, software applications, and data sets, by which we mean new sources, data derived by linking across existing sources or metadata. We expect to continue our practice of investing an appropriate level of resources to maintain, enhance and extend the functionality of our analytical tools, proprietary systems and existing software applications, to develop new software applications and systems in response to the needs of the markets and our customers, and to enhance our infrastructure. Our research and development activities are designed to address customer input which we collect through in-person meetings, phone calls and web surveys. We also assess opportunities to cross-link existing data sets to enhance the effectiveness of our products. Our operating units are responsible for developing, reviewing and enhancing our various products and services and we work with our customers to determine the appropriate timing and approach to introducing technology or infrastructure changes to our applications and services.

In order to maintain control of our intellectual property, we enter into license agreements with our customers, granting each customer a license to use our products and services, including our software and databases. This helps to maintain the integrity of our proprietary intellectual property and to protect the embedded information and technology contained in our solutions. As a general practice, employees, contractors and other parties with access to our proprietary information sign agreements that prohibit the unauthorized use or disclosure of our proprietary rights, information and technology.

Information Technology

Technology . Our technology infrastructure enables us to deliver a platform of solutions to our customers. Our dedicated computing environment, which we believe is the cornerstone of our customer platform, enables us to deliver secure and compliant answers to our customers' needs. A highly secure and certified network of systems within the dual purpose-built data centers, combined with enterprise-level service operations, positions us uniquely in the market. Additionally, our platform stores, processes and delivers our data and our proprietary technologies which are the foundation of our business and the development of our solutions. We operate a leading-edge computing information technology environment that allows us to operate flexible systems designed to deliver increased capacity as needed to change when customer needs demand increased speed of delivery. Additionally, our unified network architecture allows us to operate multiple systems as a single resource capable of delivering our applications, data and analytics as a solution to our customers.

Data Centers . We primarily operate two data centers - one in California and one in Texas. Our data centers are designed to provide our customers uninterrupted connectivity even in the event of a catastrophic regional outage.

Security . We have deployed a wide range of physical and technology measures, along with a mature governance program, designed to ensure the security of our information technology infrastructure, personnel and data. Our governance program has implemented robust corporate information security policies, an information security awareness training program along with an enterprise compliance program. For physical security, both of our primary data centers are located on Company campuses and are managed by information technology managers, all of whom are ITIL-certified. As it relates to technology measures, our digital security framework provides layered protection designed to secure both active and inactive virtual machines in our two data centers. This virtual security process employs dedicated virtual machines that regularly scan all of our systems. These measures are designed to detect and prevent intrusions, monitor firewall integrity, inspect logs, catch and

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quarantine malware, and prevent data breaches. As our physical and virtual security solutions run in tandem, we are better able to identify suspicious activities and implement preventive measures.

Technology Transformation Initiative ("TTI") . As part of our on-going cost efficiency programs, in July 2012, we announced the launch of our TTI with Dell Services. The objective of the TTI is to convert the Company's existing technology infrastructure to a new platform after a transition period by the end of 2014, which is expected to provide new functionality, increased performance and a reduction in application management and development costs.

Regulation

Various aspects of our businesses are subject to federal and state regulation. Our failure to comply with any applicable laws and regulations could result in restrictions on our ability to provide certain services, as well as the possible imposition of civil fines and criminal penalties.

Among the more significant areas of regulation for our business are the following:

Privacy and Protection of Consumer Data

Because our business involves the collection, processing and distribution of personal public and non-public data, certain of our solutions and services are subject to regulation under federal, state and local laws in the United States and, to a lesser extent, foreign countries. These laws impose requirements regarding the collection, protection, use and distribution of some of the data we have, and provide for sanctions and penalties in the event of violations of these requirements.

The Fair Credit Reporting Act ("FCRA") governs the practices of consumer reporting agencies that are engaged in the business of collecting and analyzing certain types of information about consumers, including credit eligibility information. The FCRA also governs the submission of information to consumer reporting agencies, the access to and use of information provided by consumer reporting agencies and the ability of consumers to access and dispute information held about them. A number of our databases and services are subject to regulation under the FCRA. The Fair and Accurate Credit Transactions Act of 2003 ("FACT Act") amended the FCRA to add a number of additional requirements. These include requirements concerning free annual credit reports, consumers' rights to include fraud alerts on their credit files, the development of procedures to combat identity theft, procedures for the accuracy and integrity of the information reported to consumer reporting agencies, notices in connection with credit pricing decisions based on credit report information and restrictions on the use of information shared among affiliates for marketing purposes. Certain of the FACT Act requirements are applicable to our businesses.

The Gramm-Leach-Bliley Act ("GLBA") regulates the sharing of non-public personal financial information held by financial institutions and applies indirectly to companies that provide services to financial institutions. In addition to regulating the sharing of information, the GLBA requires that non-public personal financial information be safeguarded using physical, administrative and technological means. Certain of the non-public personal information we hold is subject to protection under the GLBA.

The Drivers Privacy Protection Act prohibits the public disclosure, use or resale by any state's department of motor vehicles of personal information about an individual that was obtained by the department in connection with a motor vehicle record, except for a “permissible purpose.”

Other federal and state laws also impose requirements relating to the privacy of information held by us. Certain state laws require consumer reporting agencies to implement “credit file freezes” at an individual's request, which allows those individuals - particularly victims of identity theft - to place and lift a “freeze” on access to the credit file. A number of states also have enacted security breach notification legislation, which requires companies to notify affected consumers in the event of security breaches.

The privacy and protection of consumer information remains a developing area and we continue to monitor legislative and regulatory developments at the federal, state and local level.

Regulation of Credit Reporting Businesses

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 ("Dodd Frank Act") gave the Consumer Financial Protection Bureau ("CFPB") supervisory authority over “larger participants” of the market for consumer financial services, as the CFPB defines by rule. In July 2012, the CFPB finalized its regulation regarding larger participants in the

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consumer reporting market. Under the regulation, certain of our credit businesses are considered larger participants. As a result, the CFPB has the authority to conduct examinations of the covered credit businesses. The CFPB has issued examination procedures for consumer reporting agencies, and we are in the process of reviewing our processes, procedures and controls for alignment to the CFPB's stated expectations.

Regulation of Settlement Services

The Real Estate Settlement Procedures Act ("RESPA") along with related regulations, has historically been enforced by the U.S. Department of Housing and Urban Development, but on July 21, 2011, this authority passed to the CFPB. RESPA generally prohibits the payment or receipt of fees or any other item of value for the referral of real estate-related settlement services. RESPA also prohibits fee shares or splits or unearned fees in connection with the provision of residential real estate settlement services, such as mortgage brokerage and real estate brokerage. Notwithstanding these prohibitions, RESPA permits payments for goods furnished or for services actually performed, so long as those payments bear a reasonable relationship to the market value of the goods or services provided. Our mortgage origination-related businesses that supply credit reports, flood and tax services and automated valuation model ("AVM") reports to residential mortgage lenders as well as our National Joint Venture relationships are structured and operated in a manner intended to comply with RESPA and related regulations.

Regulation of Property Valuation Activities

Real estate appraisals, appraisal management companies, BPOs and AVMs are all subject to federal and/or state regulation. The Dodd-Frank Act and implement rules and guidance thereunder, and interagency guidance jointly issued by the federal financial institution regulators, have expanded regulation of these activities. Increasingly, states are also regulating and requiring licensure of appraisal management companies ("AMCs") such as our valuation business. Among the ways these activities are regulated are the following:

•

The Dodd-Frank Act imposes more stringent requirements on appraiser independence and on the nature and disclosure of appraisal management company fees and activities, including ensuring the fees the AMC pays to appraisers are customary and reasonable. The Dodd-Frank Act also provides for replacement of the Federal Housing Finance Agency's Home Valuation Code of Conduct with new regulations promulgated by the federal financial institution regulators;

•

Appraisals, AVMs and other forms of home value estimates are now subject to more explicit and detailed quality control requirements, and creditors will be required to disclose to applicants information about the purpose, and provide consumers with a free copy, of any appraisal, AVM or other estimate of a home's value developed in connection with a residential real estate mortgage loan application;;


•	The use of BPOs has been restricted somewhat; and


•	The increased regulation of AVMs and BPOs has created opportunities for expanded use of these tools in the residential mortgage lending industry and we have introduced new products to make use of these new opportunities.

Regulation of Loss Mitigation, Collection and other Mortgage Default-related Activity

Our asset management and processing solutions segment assists mortgage loan servicers in handling various stages of the default, loss mitigation and REO management process. Increasingly, these activities require licensure or are otherwise regulated. For example, some loss mitigation services that assist in the evaluation and completion of loan modifications are subject to the Secure and Fair Enforcement for Mortgage Licensing Act and analogous state statutes, and require state licensure of our entities and personnel, which we either have obtained or are currently in the process of obtaining. Likewise, the Fair Debt Collection Practices Act and similar state laws apply to loss mitigation activities. Lien release statutes affect some document processing we conduct on behalf of servicers. Similarly, our field services and REO management operations must comply with applicable state and local rules regarding securing and preserving properties, code enforcement and in some circumstances even eviction and unlawful detainer.

In February 2012, 49 state attorneys general and the federal government announced a joint state-federal settlement with the country's five largest mortgage servicers. As part of the settlement, the affected mortgage servicers agreed to a set of strict servicing standards that require, among other things, a single point of contact for delinquent consumers, adequate staffing levels and training, better communication with borrowers, and appropriate standards for executing documents in foreclosure cases, ending improper fees, and ending dual-track foreclosures for many loans. The CFPB has codified the majority of these standards in its Mortgage Servicing Rules issued in final form on January 17, 2013. We must comply with these rules, which will become effective on January 10, 2014, when supplying certain services to our servicer clients.

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Regulation and Potential Examination by Consumer Financial Protection Bureau and Federal Financial Institution Regulators

The CFPB now serves as the principal federal regulator for providers of consumer financial products and services. As such, the CFPB has significant rulemaking authority under existing federal statutes (including the FCRA, the GLBA, and RESPA), as well as the authority to conduct examinations of certain providers of financial products and services. As discussed above, under the CFPB's authority to supervise larger market participants of the credit reporting market, the CFPB has the authority to conduct examinations of us. The CFPB also has the authority to initiate an investigation of our other businesses if it believes that a federal consumer financial law is being violated. Additionally, in early 2013, the CFPB issued several regulations that, although not directly applicable to us, potentially could present regulatory risk to us in our role as a service provider to providers of financial products and services. These regulations include the CFPB's Ability to Repay and Qualified Mortgage Standards, Mortgage Servicing Rules, Escrow Requirements for Higher-Priced Mortgage Loans, Appraisal Requirements for Higher-Priced Mortgage Loans, Loan Originator Compensation Requirements, Disclosure and Delivery Requirements for Copies of Appraisals and Other Written Valuations, and High-Cost Mortgage and Homeownership Counseling Requirements. We are in the process of evaluating the impact of these regulations on the services we provide.

The Bank Service Company Act permits the regulators of federal financial institutions to examine vendors, such as us, that provide outsourced services to their regulated entities. Similarly, the CFPB can conduct examinations of service providers to institutions under the supervision of the CFPB if that service provider provides a “material service” to the institution. As a result, most of our businesses could be examined by the CFPB or a federal banking regulators as service provider to banks and other financial institutions.

In addition, settlement agreements entered into between the Office of the Comptroller of the Currency ("OCC") and a number of our largest customers related to mortgage servicing practices increase the likelihood that providers of certain outsourced services be examined by the OCC. This increased level of scrutiny may cause an increase in the cost of compliance for us.

Enhanced regulation in the area of financial as well as personal data privacy is possible and could significantly impact some of our business practices because this is an area where both the FTC and the CFPB have jurisdiction. It is too early to assess the financial and operational impact to our business of this heightened regulation.

In addition to the foregoing areas of regulation, several of our other businesses are subject to regulation, including the following:


•	Our tenant screening business is subject to certain landlord-tenant laws;


•	Our loan document business must monitor state laws applicable to our customers relating to loan documents and fee limitations as well as Fannie Mae and Freddie Mac requirements to develop and maintain compliant loan documents and other instruments; and


•	Our activities in foreign jurisdictions are subject to the requirements of the Foreign Corrupt Practices Act and comparable foreign laws.

We do not believe that compliance with current and future laws and regulations related to our businesses, including consumer protection laws and regulations, will have a material adverse effect on us, but such activities will likely increase our compliance costs.

Employees

As of December 31, 2012 , we had approximately 4,800 employees, of which approximately 4,500 were employed in the U.S. and 300 outside the U.S.

Available Information

We maintain a website, www.corelogic.com , which includes financial information and other information for investors. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available, free of charge, through the “Investors” page of the website as soon as reasonably practicable after we electronically file such material with, or furnishes it to, the Securities and Exchange Commission. Our website and the information contained therein or connected thereto are not intended to be incorporated into this Annual Report on Form 10-K, or any other filing with the Securities and Exchange Commission unless the Company expressly incorporates such materials. Materials that we file or furnish to the Securities and Exchange Commission may also be read and copied at the Securities and Exchange Commission’s

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Public Reference Room at 100 F Street, N.E., Washington, DC 20549. Information on the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-SEC-0330. Also, the Securities and Exchange Commission maintains an Internet site at www.sec.gov that contains reports, proxy and information statements, and other information that we file electronically with Securities and Exchange Commission.

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Item 1A. Risk Factors

Risks Related to Our Business

We depend on our ability to access data from external sources to maintain and grow our businesses. If we are unable to access needed data from these sources or if the prices charged for these services increase, the quality, pricing and availability of our products and services may be adversely affected, which could have a material adverse impact on our business, financial condition and results of operations.

We rely extensively upon data from a variety of external sources to maintain our proprietary and non-proprietary databases, including data from third-party suppliers, various government and public record sources and data contributed by our customers. Our data sources could cease providing or reduce the availability of their data to us, increase the price we pay for their data, or limit our use of their data for a variety of reasons, including legislatively- or judicially-imposed restrictions on use. If a number of suppliers are no longer able or are unwilling to provide us with certain data, or if our public record sources of data become unavailable or the cost becomes economically unfeasible, we may need to find alternative sources. If we are unable to identify and contract with suitable alternative data suppliers and efficiently and effectively integrate these data sources into our service offerings, we could experience service disruptions, increased costs and reduced quality of our services. Moreover, some of our suppliers compete with us in certain product offerings, which may make us vulnerable to unpredictable price increases from them. Significant price increases could have a material adverse effect on our operating margins and our financial position, in particular if we are unable to arrange for substitute sources of data on more favorable economic terms. Loss of such access or the availability of data in the future on commercially reasonable terms or at all may reduce the quality and availability of our services and products, which could have a material adverse effect on our business, financial condition and results of operations.


2.	Our customers and we are subject to various governmental regulations, and a failure to comply with government regulations or changes in these regulations could result in regulatory penalties, restrict or limit our or our customers' operations or make it more burdensome to conduct such operations, any of which could have a material adverse effect on our revenues, earnings and cash flows.

Many of our and our customers' businesses are subject to various federal, state, local and foreign laws and regulations. Our failure to comply with applicable laws and regulations could restrict our ability to provide certain services or result in imposition of civil fines and criminal penalties, substantial regulatory and compliance costs, litigation expense, adverse publicity and loss of revenue.

In addition, our businesses are subject to an increasing degree of compliance oversight by regulators and by our customers. Specifically, the CFPB has authority to write rules impacting the business of credit reporting agencies and also to supervise, conduct examinations of, and enforce compliance as to federal consumer financial protections laws and regulations with respect to certain “non-depository covered persons” determined by the CFPB to be “larger participants” that offer consumer financial products and services. Two of our credit businesses - CoreLogic Credco and Teletrack - are subject to the CFPB non-bank supervision program. The CFPB and the prudential financial institution regulators such as the Office of the Comptroller of the Currency also have the authority to examine us in our role as a service provider to large financial institutions, although it is yet unclear how broadly they will apply this authority going forward. In addition, several of our largest bank customers are subject to consent orders with the Office of the Comptroller of the Currency and/or are parties to the National Mortgage Settlement, both of which require them to exercise greater oversight and perform more rigorous audits of their key vendors such as us.

These laws and regulations (as well as actions that may be taken by legislatures and regulatory bodies in the various states or in other countries) could limit our ability to pursue business opportunities we might otherwise consider engaging in, impose additional costs on us, result in significant loss of revenue, impact the value of assets we hold, or otherwise significantly adversely affect our business. In addition, this increased level of scrutiny may increase our costs of compliance.

Additional changes in the applicable regulatory environment or interpretations of existing regulations or statutes or enhanced governmental oversight of us or our customers could negatively affect our operations. These changes may compel us to increase our prices in certain situations or decrease our prices in other situations, may restrict our ability to implement price increases, and may limit the manner in which we conduct our business or otherwise may have a negative impact on our ability to generate revenues, earnings and cash flows. If we are unable to adapt our products and services to conform to the new laws and regulations, or if these laws and regulations have a negative impact on our customers, we may experience customer losses or increased operating costs, and our business and results of operations could be negatively affected.

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3.	Regulatory developments with respect to use of consumer data and public records could have a material adverse effect on our business, financial condition and results of operations.

Because our databases include certain public and non-public personal information concerning consumers, we are subject to government regulation and potential adverse publicity concerning our use of consumer data. We acquire, store, use and provide many types of consumer data and related services that already are subject to regulation under the Fair Credit Reporting Act ("FCRA"), the Gramm-Leach-Bliley Act ("GLBA"), and the Driver's Privacy Protection Act and, to a lesser extent, various other federal, state, and local laws and regulations. These laws and regulations are designed to protect the privacy of consumers and to prevent the unauthorized access and misuse of personal information in the marketplace. Our failure to comply with these laws, or any future laws or regulations of a similar nature, could result in substantial regulatory penalties, litigation expense and loss of revenue.

In addition, some of our data suppliers face similar regulatory requirements and, consequently, they may cease to be able to provide data to us or may substantially increase the fees they charge us for this data which may make it financially burdensome or impossible for us to acquire data that is necessary to offer our products and services. Further, many consumer advocates, privacy advocates and government regulators believe that existing laws and regulations do not adequately protect privacy or ensure the accuracy of consumer-related data. As a result, they are seeking further restrictions on the dissemination or commercial use of personal information to the public and private sectors as well as contemplating requirements relative to data accuracy and the ability of consumers to opt to have their personal data removed from databases such as ours. For example, the Federal Trade Commission recently issued nine orders requiring data brokerage companies, including us, to provide the agency with information about how they collect and use data about consumers. Any future laws, regulations or other restrictions limiting the dissemination or use of personal information may reduce the quality and availability of our products and services, which could have a material adverse effect on our business, financial condition and results of operations.


4.	If we are unable to protect our information systems against data corruption, cyber-based attacks or network security breaches, or if we are unable to provide adequate security in the electronic transmission of sensitive data, it could have a material adverse effect on our business, financial condition and results of operations.

We are highly dependent on information technology networks and systems, including the Internet, to securely process, transmit and store electronic information. In particular, we depend on our information technology infrastructure for business-to-business and business-to-consumer electronic commerce. Security breaches of this infrastructure, including physical or electronic break-ins, computer viruses, attacks by hackers and similar breaches, can create system disruptions, shutdowns or unauthorized disclosure of confidential information, including non-public personal information and consumer data. Unauthorized access, including through use of fraudulent schemes such as "phishing" schemes, could jeopardize the security of information stored in our systems. In addition, malware or viruses could jeopardize the security of information stored or used in a user's computer. If we are unable to prevent such security or privacy breaches, our operations could be disrupted, or we may suffer loss of reputation, financial loss and other regulatory penalties because of lost or misappropriated information, including sensitive consumer data.

Likewise, our customers are increasingly imposing more stringent contractual obligations on us relating to our information security protections. If we are unable to maintain protections and processes at a level commensurate with that required by our large customers, it could negatively affect our relationships with those customers or increase our operating costs, which could harm our business or reputation.


5.	Systems interruptions may impair the delivery of our products and services, causing potential customer and revenue loss.

System interruptions may impair the delivery of our products and services, resulting in a loss of customers and a corresponding loss in revenue. In August 2012, as part of our TTI, we entered into an agreement to outsource our technology infrastructure management services, including the hosting of our data centers, to Dell Marketing, L.P. ("Dell"). We depend heavily upon the computer systems located in our data centers, which we expect will be moved under the Dell arrangement to Dell's data center(s) progressively over the next couple of years. Certain events beyond our control, including natural disasters and telecommunications failures, or technical issues at Dell that are beyond our control, could interrupt the delivery of products and services. These interruptions also may interfere with our suppliers' ability to provide necessary data and our employees' ability to attend work and perform their responsibilities, or may cause a loss of customers or a loss in revenue.


6.	Because our revenue from customers in the mortgage, consumer lending and real estate industries is affected by the strength of the economy and the housing market generally, including the volume of real estate transactions, a

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negative change in any of these conditions could materially adversely affect our business and results of operations.

A significant portion of our revenue is generated from solutions we provide to the mortgage, consumer lending and real estate industries and, as a result, a weak economy or housing market may adversely affect our business. The volume of mortgage origination and residential real estate transactions is highly variable. Reductions in these transaction volumes could have a direct impact on certain portions of our revenues and may materially adversely affect our business, financial condition and results of operations. In addition, declines in the level of loans seriously delinquent (loans delinquent 90 days or more) or loans in foreclosure and delays in the default cycle may negatively affect the demand for many of our products and services in our asset management and processing solutions segment. Moreover, negative economic conditions have had an impact on, and continue to impact the performance and financial condition of, some of our customers in many of our businesses, which may lead to negative impacts on our revenue, earnings and liquidity in particular if these customers go bankrupt or otherwise exit certain businesses.


7.	We do not solely control the operations and dividend policies of our partially-owned affiliates, including our National Joint Ventures. A decrease in earnings of or dividends from these joint ventures could have a negative impact on our earnings and cash flow.

In our National Joint Ventures with some of our largest customers, we share control of the management of the operations of the joint venture with the other partner. As a result, we cannot solely dictate the business strategy, operations or dividend policies of these joint ventures without the cooperation of the respective partners. Our National Joint Ventures are impacted by many of the same regulatory and economic factors that affect our business. A decrease in earnings and dividends derived from these joint ventures could have a negative impact on our earnings and cash flow, and we may not have the ability to prevent such a decrease. In addition, our joint venture partners could decide to exit the joint venture or otherwise terminate the operations at their discretion, which could have a material adverse effect on our business and results of operations.

We rely on our top customers for a significant portion of our revenue and profit, which makes us susceptible to the same macro-economic and regulatory factors that our customers face. If these customers are negatively impacted by current economic or regulatory conditions or otherwise experience financial hardship or stress, or if the terms of our relationships with these customers change, our business, financial condition and results of operations could be adversely affected.

The ten largest U.S. mortgage originators generated 42.6% of our 2012 operating revenues for the year ended December 31, 2012, and one customer, Wells Fargo, N.A., accounted for 10.8% of our 2012 operating revenues. These customers face continued pressure in the current economic and regulatory climate. Many of our relationships with these customers are long-standing and are important to our future operating results, but there is no guarantee that we will be able to retain or renew existing agreements or maintain our relationships on acceptable terms or at all. Deterioration in or termination of any of these relationships could significantly reduce our revenue and could adversely affect our business, financial condition and results of operations.


9.	We rely upon proprietary technology and information rights, and if we are unable to protect our rights, our business, financial condition and results of operations could be harmed.

Our success depends, in part, upon our intellectual property rights. We rely primarily on a combination of patents, copyrights, trade secrets, and trademark laws and nondisclosure and other contractual restrictions on copying and distribution to protect our proprietary technology and information. This protection is limited, and our intellectual property could be used by others without our consent. In addition, patents may not be issued with respect to our pending or future patent applications, and our patents may not be upheld as valid or may not prevent the development of competitive products. Any infringement, disclosure, loss, invalidity of, or failure to protect our intellectual property could negatively impact our competitive position, and ultimately, our business. Moreover, litigation may be necessary to enforce or protect our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of the proprietary rights of others. Such litigation could be time-consuming, result in substantial costs and diversion of resources and could harm our business, financial condition, results of operations and cash flows.


10.	If our products or services are found to infringe on the proprietary rights of others, we may be required to change our business practices and may also become subject to significant costs and monetary penalties.

As we continue to develop and expand our products and services, we may become increasingly subject to infringement claims from third parties such as non-practicing entities, software providers or suppliers of data. Likewise, if we are unable to

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maintain adequate controls over how third-party software and data are used we may be subject to claims of infringement. Any claims, whether with or without merit, could:


•	be expensive and time-consuming to defend;


•	cause us to cease making, licensing or using applications that incorporate the challenged intellectual property;


•	require us to redesign our applications, if feasible;


•	divert management's attention and resources; and


•	require us to enter into royalty or licensing agreements in order to obtain the right to use necessary technologies.


11.	The acquisition and integration or divestiture of businesses by us may involve increased expenses, and may not produce the desired financial or operating results contemplated at the time of the transaction.

We have acquired and expect to continue to acquire, on an opportunistic basis, companies, businesses, products and services. We also evaluate strategic divestitures from time to time. These activities may increase our expenses, and the expected benefits, synergies and growth from these initiatives may not materialize as planned. In addition, we may have difficulty integrating our completed or any future acquisitions into our operations. If we fail to properly integrate acquired businesses, products, technologies and personnel, it could impair relationships with employees, customers and strategic partners, distract management attention, result in control failures and otherwise disrupt our ongoing business and harm our results of operations. We also may not be able to retain key management and other critical employees after an acquisition. In addition, although part of our business strategy may include growth through strategic acquisitions, and we may not be able to identify suitable acquisition candidates, obtain the capital necessary to pursue acquisitions or complete acquisitions on satisfactory terms.

12. Our reliance on outsourcing arrangements subjects us to risk and may disrupt or adversely affect our operations. In addition, we may not realize the full benefit of our outsourcing arrangements, which may result in increased costs, or may adversely affect our service levels for our customers.

Over the last few years, we have outsourced various business process and information technology services to third parties, including the outsourcing arrangements we entered into with a subsidiary of Cognizant Technology Solutions and the technology infrastructure management services agreement we entered into with Dell. Although we have service-level arrangements with our providers, we do not ultimately control their performance, which may make our operations vulnerable to their performance failures. In addition, the failure to adequately monitor and regulate the performance of our third-party vendors could subject us to additional risk. Reliance on third parties also makes us vulnerable to changes in the vendors' business, financial condition and other matters outside of our control, including their violations of laws or regulations which could increase our exposure to liability or otherwise increase the costs associated with the operation of our business. The failure of our outsourcing partners to perform as expected or as contractually required could result in significant disruptions and costs to our operations, and to the services we provide to our customers, which could materially and adversely affect our business, customer relationships, financial condition, operating results and cash flow.

Furthermore, some of our outsourced services are being performed offshore, which could expose us to risks inherent in conducting business outside of the United States. Our customers may object to the outsourcing and/or offshoring of services we provide for them, which may require us to perform such services directly and/or onshore at a higher cost or our customer may cease doing business with us.

Our outsourcing arrangement with Cognizant Technology Solutions subjects us to a remaining net cumulative minimum commitment of approximately $277.6 million , plus applicable inflation adjustments, over the remaining minimum commitment term through 2016, which we are required to pay regardless of the actual value of the services it provides. This minimum commitment could negatively affect our cost structure and our ability to divest operations which utilize services under this outsourcing agreement.


13.	Our international outsourcing service providers and our own international operations subject us to additional risks, which could have an adverse effect on our results of operations. Dependence on these operations, in particular our outsourcing arrangements, may impair our ability to operate effectively.

Over the last few years, we have reduced our costs by utilizing lower cost labor outside the U.S. in countries such as India and the Philippines, primarily through outsourcing arrangements. These countries are subject to relatively higher degrees of political and social instability than the U.S. and may lack the infrastructure to withstand political unrest or natural disasters. Such disruptions can impact our ability to deliver our products and services on a timely basis, if at all, and to a lesser extent can

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decrease efficiency and increase our costs. Weakness of the U.S. dollar in relation to the currencies used and higher inflation rates experienced in these countries may also reduce the savings we planned to achieve. Furthermore, the practice of utilizing labor based in foreign countries has come under increased scrutiny in the United States and, as a result, many of our customers may require us to use labor based in the U.S. We may not be able to pass on the increased costs of higher-priced U.S.-based labor to our customers, which ultimately could have an adverse effect on our results of operations.

In addition, the foreign countries in which we have outsourcing arrangements or operate could adopt new legislation or regulations that would adversely affect our business by making it difficult, more costly or impossible for us to continue our foreign activities as currently being conducted. In addition, in many foreign countries, particularly in those with developing economies, it is common to engage in business practices that are prohibited by laws and regulations applicable to us, such as the Foreign Corrupt Practices Act ("FCPA"). Any violations of FCPA or local anti-corruption laws by us, our subsidiaries or our local agents, could have an adverse effect on our business and reputation and result in substantial financial penalties or other sanctions.


14.	Our level of indebtedness could adversely affect our financial condition and prevent us from complying with our covenants and obligations under our outstanding debt instruments. In addition, the instruments governing our indebtedness subject us to various restrictions that could limit our operating flexibility.

As of December 31, 2012 , our total debt was approximately $792.4 million , and we have unused commitments of approximately $500.0 million under our credit facilities.

Subject to the limitations contained in the credit agreement governing our credit facilities, the indenture governing the 7.25% senior notes and our other debt instruments, we may incur substantial additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other general corporate purposes. If we do so, the risks related to our level of debt could intensify.

The indenture governing the notes and the credit agreement governing our credit facilities each impose operating and financial restrictions on our activities. These restrictions include the financial covenants in our credit facilities which require on-going compliance with certain financial tests and ratios, including a minimum interest coverage ratio and maximum leverage ratio. The operating and financial restrictions in the indenture or the credit agreement could limit or prohibit our ability to, among other things:


•	create, incur or assume additional debt;


•	create, incur or assume certain liens;


•	redeem and/or prepay certain subordinated debt we might issue in the future;


•	pay dividends on our stock or repurchase stock;


•	make certain investments and acquisitions, including joint ventures;


•	enter into or permit to exist contractual limits on the ability of our subsidiaries to pay dividends to us;


•	enter into new lines of business;


•	engage in consolidations, mergers and acquisitions;


•	engage in specified sales of assets; and


•	enter into transactions with affiliates.

These restrictions on our ability to operate our business could impact our business by, among other things, limiting our ability to take advantage of financing, merger and acquisition or other corporate opportunities that might otherwise be beneficial to us. Our failure to comply with these restrictions could result in an event of default which, if not cured or waived, could result in the acceleration of substantially all our debt.

15. We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our outstanding debt instruments, which may not be successful.

Our ability to make scheduled payments on or refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness. Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our financial position and results of operations. If we cannot make scheduled payments on our debt, we will be in default and holders of the notes or the lenders under our credit facilities could declare all outstanding principal and interest to be due and payable, and the lenders under our credit facilities could terminate their

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revolving commitments to loan money and foreclose against the assets securing their borrowings, and we could be forced into bankruptcy or liquidation.

16. We operate in a competitive business environment, and if we are unable to compete effectively our results of operations and financial condition may be adversely affected.

The markets for our products and services are intensely competitive. Our competitors vary in size and in the scope and breadth of the services they offer. We compete for existing and new customers against both third parties and the in-house capabilities of our customers. Some of our competitors, such as the credit bureaus, have substantial resources. Some have widely-used technology platforms that they seek to use as a competitive advantage to drive sales of other products and services. In addition, we expect that the markets in which we compete will continue to attract new competitors and new technologies. These competitors and new technologies may render our existing technology obsolete, resulting in operating inefficiencies and increased competitive pressure. We cannot assure you that we will be able to compete successfully against current or future competitors or that competitive pressures we face in the markets in which we operate will not materially adversely affect our business, financial condition and results of operations.


17.	We may not be able to attract and retain qualified management or develop current management to keep pace with company growth, which could have an adverse effect on our ability to maintain or increase our product and service offerings.

We rely on skilled management and our success depends on our ability to attract, train and retain a sufficient number of such individuals. If our attrition rate increases, our operating efficiency and productivity may decrease. We compete for talented individuals not only with other companies in our industry but also with companies in other industries, such as software services, engineering services and financial services companies, and there is a limited pool of individuals who have the skills and training needed to grow our company, especially in the increasingly-regulated environment in which we operate. Increased attrition or competition for qualified management could have an adverse effect on our ability to expand our business and product offerings, as well as cause us to incur greater personnel expenses and training costs.


18.	We have substantial investments in recorded goodwill as a result of prior acquisitions and an impairment of these investments would require a write-down that would reduce our net income.

In accordance with generally accepted accounting principles, or GAAP, existing goodwill is not amortized but instead is required to be assessed for impairment annually or sooner if circumstances indicate a possible impairment. Factors that could lead to impairment of goodwill include significant under-performance relative to historical or projected future operating results, a significant decline in our stock price and market capitalization and negative industry or economic trends. In the event that the book value of goodwill is impaired, any such impairment would be charged to earnings in the period of impairment. In the event of significant volatility in the capital markets or a worsening of current economic conditions, we may be required to record an impairment charge, which would negatively impact our results of operations. Possible future impairment of goodwill under accounting guidance may have a material adverse effect on our business, financial condition and results of operations.

19. We may not be able to effectively achieve our growth or cost-containment strategies, which could adversely affect our financial condition or results of operations.

Our growth and cost-containment strategies include revenue growth and margin expansion, strategic outsourcing such as our TTI, streamlining functions and improving overall processes. Although we have implemented many of these plans, we cannot guarantee that we will be successful at implementing all of our growth strategies within the timetable we have indicated, if at all. In addition, we may not be able to realize all of the projected benefits of our cost-containment strategies, and these efforts could impair our ability to attract and retain resources or prohibit us from being able to execute effectively and efficiently on our growth plans.

Risks Relating to the Separation of FAFC


1.	We are responsible for a portion of FAFC's contingent and other corporate liabilities.

Under the Separation and Distribution Agreement we entered into with FAFC and related agreements, subject to certain exceptions contained in the Tax Sharing Agreement, we and FAFC are each responsible for 50% of certain of FAC's contingent and other corporate liabilities. External costs and expenses associated with the management of these contingent and other corporate liabilities are shared equally. These contingent and other corporate liabilities primarily relate to any third party claims related to the Separation or the Distribution. Contingent and other corporate liabilities that relate only to the information

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solutions business were generally allocated to us and those that relate only to the financial services business were generally allocated to FAFC.

If FAFC were to default on a payment obligation related to these liabilities, we may be required to pay the amount in default. Accordingly, under certain circumstances, we may be obligated to pay amounts in excess of the agreed-upon share of the contingent and other corporate liabilities, including associated expenses.


2.	We share responsibility with FAFC for certain income tax liabilities for tax periods prior to and including the date of the Distribution.

Under the Tax Sharing Agreement, we are generally responsible for taxes attributable to members of the information solutions group of companies or the assets, liabilities or businesses of the information group of companies and FAFC is generally responsible for all taxes attributable to members of the FAFC group of companies or the assets, liabilities or businesses of the FAFC group of companies. Generally, any liabilities arising from adjustments to prior year (or partial year with respect to 2010) consolidated tax returns will be shared in proportion to each company's percentage of the tax liability for the relevant year (or partial year with respect to 2010), unless the adjustment is attributable to either party, in which case the adjustment will generally be for the account of such party. In addition to this potential liability associated with adjustments for prior periods, if FAFC were to fail to pay any tax liability it is required to pay under the Tax Sharing Agreement, we could be legally liable under applicable tax law for such liabilities and required to make additional tax payments. Accordingly, under certain circumstances, we may be obligated to pay amounts in excess of our agreed-upon share of tax liabilities.


3.	If the Distribution or certain internal transactions undertaken in anticipation of the Separation are determined to be taxable for U.S. federal income tax purposes, we, our stockholders that are subject to U.S. federal income tax and FAFC will incur significant U.S. federal income tax liabilities.

In connection with the Separation we received a private letter ruling from the IRS to the effect that, among other things, certain internal transactions undertaken in anticipation of the Separation will qualify for favorable treatment under the Code, and the contribution by us of certain assets of the financial services businesses to FAFC and the pro-rata distribution to our shareholders of the common stock of FAFC will, except for cash received in lieu of fractional shares, qualify as a tax-free transaction for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code. In addition, we received opinions of tax counsel to similar effect. The ruling and opinions relied on certain facts, assumptions, representations and undertakings from us and FAFC regarding the past and future conduct of the companies' respective businesses and other matters. If any of these facts, assumptions, representations or undertakings is incorrect or not otherwise satisfied, we and our stockholders may not be able to rely on the ruling or the opinions of tax counsel and could be subject to significant tax liabilities. Notwithstanding the private letter ruling and opinions of tax counsel, the IRS could determine on audit that the Separation is taxable if it determines that any of these facts, assumptions, representations or undertakings were not correct or have been violated or if it disagrees with the conclusions in the opinions that were not covered by the private letter ruling, or for other reasons, including as a result of certain significant changes in the stock ownership of us or FAFC after the Separation. If the Separation is determined to be taxable for U.S. federal income tax purposes, we and our stockholders that are subject to U.S. federal income tax could incur significant U.S. federal income tax liabilities.

In addition, under the terms of the Tax Sharing Agreement, in the event the Distribution were determined to be taxable and such determination were the result of actions taken after the Distribution by us or FAFC, the party responsible for such failure would be responsible for all taxes imposed on us or FAFC as a result thereof.

Moreover, the Tax Sharing Agreement generally provides that each party thereto is responsible for any taxes imposed on the other party as a result of the failure of the distribution to qualify as a tax-free transaction under the Code if such failure is attributable to post-Distribution actions taken by or in respect of the responsible party or its stockholders, regardless of when the actions occur after the Distribution, the other party consents to such actions or such party obtains a favorable letter ruling or opinion of tax counsel as described above. For example, we would be responsible for a third party's acquisition of us at a time and in a manner that would cause a failure of the Distribution to qualify as a tax-free transaction under the Code. These restrictions may prevent us from entering into transactions which might be advantageous to our stockholders.


4.	In connection with the Separation, we entered into a number of agreements with FAFC setting forth rights and obligations of the parties post Separation. In addition, certain provisions of these agreements provide protection to FAFC in the event of a change of control of us, which could reduce the likelihood of a potential change of control that our stockholders may consider favorable.

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In connection with the Separation, we and FAFC entered into a number of agreements that set forth certain rights and obligations of the parties post-Separation, including the Separation and Distribution Agreement, the Tax Sharing Agreement, the Restrictive Covenants Agreement, certain transition services agreements and leases for our data center and former headquarters facilities in Santa Ana. We possess certain rights under those agreements, including without limitation indemnity rights from certain liabilities allocated to FAFC. The failure of FAFC to perform its obligations under the agreements could have an adverse effect on our financial condition, results of operations and cash flows.

In addition, the Separation and Distribution Agreement gives FAFC the right to purchase the equity or assets of our entity or entities directly or indirectly owning the real property databases that we currently own upon the occurrence of certain triggering events. The triggering events include the direct or indirect purchase of the databases by a title insurance underwriter (or its affiliate) or an entity licensed as a title insurance underwriter, including a transaction where a title insurance underwriter (or its affiliate) acquires 25% or more of us. Such a triggering event also triggers the ability of FAFC to terminate our data center upon 30 days notice. The purchase right expires June 1, 2020. Until the expiration of the purchase right, this provision could have the effect of limiting or discouraging an acquisition of us or preventing a change of control that our stockholders might consider favorable. Likewise, if a triggering event occurs, the loss of ownership of our real property database and our need to move our data center very abruptly could have a material adverse effect on our financial condition, business and results of operations.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

As of December 31, 2012 , CoreLogic's real estate portfolio of 1.8 million square feet is comprised of leased property throughout 23 states in the United States and 83,000 square feet in Mexico, India, Australia, Canada and the United Kingdom. Our properties range in size from a single property under 1,000 square feet to our large, multiple-building complex in Westlake, Texas totaling 665,000 square feet. The Westlake property lease expires in March 2017. We relocated our headquarters in August 2012 from Santa Ana, California to Irvine, California, where we occupy169,000 square feet. The headquarters lease expires in July 2021.

All properties are primarily used as offices and have multiple expiration dates. The office facilities we occupy are, in all material respects, in good condition and adequate for their intended use.

Item 3. Legal Proceedings

For a description of our legal proceedings, see Note 16 - Litigation and Regulatory Contingencies of the Notes to Consolidated Financial Statements included in Item 8 - Financial Statements and Supplementary Data of this Annual Report on Form 10-K, which is incorporated by reference in response to this item.

Item 4. Mine Safety Disclosures.

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Common Stock Market Prices and Dividends

Our common stock is listed on the New York Stock Exchange and trades under the symbol "CLGX". The approximate number of record holders of our common stock on February 18, 2013 was 2,998. High and low stock prices for the last two years were as follows:



	2012				2011
	High		Low		High		Low
Quarter ended March 31,	$	16.93	$	12.44	$	20.97	$	17.07
Quarter ended June 30,	$	18.68	$	15.05	$	19.20	$	16.24
Quarter ended September 30,	$	27.83	$	18.35	$	16.96	$	7.64
Quarter ended December 31,	$	29.00	$	22.13	$	14.40	$	9.98

We did not declare dividends for the years ended December 31, 2012 and 2011 . We do not expect to pay regular quarterly cash dividends, and any future dividends will be dependent on future earnings, financial condition, compliance with agreements governing our outstanding debt and capital requirements.

Unregistered Sales of Equity Securities

During the quarter ended December 31, 2012 , we did not issue any unregistered shares of our common stock.

Stock Performance Graph

The following performance graph and related information shall not be deemed “soliciting material” or “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, or the Securities Exchange Act of 1934, each as amended, except to the extent that it is specifically incorporated by reference into such filing.

The following graph compares the yearly percentage change in the cumulative total stockholder return on our common stock with corresponding changes in the cumulative total returns of the Standard & Poor’s Midcap 400 index, the Standard & Poor’s Midcap 400 Data Processing Outsourced Services Index and two peer group indexes. The comparison assumes an investment of $100 on December 31, 2007 and reinvestment of dividends. This historical performance is not indicative of future performance. For purposes of calculating the cumulative total return on our stock, it is assumed that each share of FAFC received in the Distribution on June 1, 2010 was immediately sold for its market value and the proceeds reinvested in additional shares of our common stock. The value of our common stock in periods subsequent to the Distribution therefore includes the value of the distributed shares but not the separate performance of those securities since June 1, 2010.

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The Old Peer Group, which was used by the Board's Compensation Committee for 2012 compensation decisions, consisted of: Acxiom Corporation, Alliance Data Systems Corporation, Broadridge Financial Solutions, Inc., CIBER Inc., DST Systems, Inc., The Dun & Bradstreet Corporation, Equifax, Inc., Fair Isaac Corporation, Fidelity National Information Services, Inc., Fiserv, Inc., Gartner, Inc., IHS Inc., Jack Henry & Associates, Inc., Lender Processing Services, Inc., and Verisk Analytics, Inc. In early 2013, the Compensation Committee adopted the New Peer Group for use in 2013 compensation decisions, modifying the Old Peer Group to include CSG Systems International Inc., Sapient Corp. and Syntel, Inc. The Compensation Committee believes the New Peer Group more accurately and appropriately reflects our business and the industries in which we compete.

Item 6. Selected Financial Data

The selected consolidated financial data for the Company for the five-year period ended December 31, 2012 has been derived from the consolidated financial statements. The selected consolidated financial data should be read in conjunction with the consolidated financial statements and notes thereto, “Item 1—Business—Acquisitions,” and “Item 7—Management’s Discussion and Analysis—Results of Operations.” The consolidated statements of operations data for the years ended December 31, 2009 and 2008 and the consolidated balance sheet data as of December 31, 2010 , 2009 , and 2008 have been derived from financial statements not included herein.

Before June 1, 2010, we operated as The First American Corporation. On June 1, 2010, we completed a transaction that spun-off our financial services businesses, including our title insurance business, into a new, publicly-traded, New York Stock Exchange-listed company called FAFC. In connection with the Separation, we transferred ownership of the “First American” name, trademarks and trading symbol “FAF” to FAFC. We then changed our name to CoreLogic, Inc. and our trading symbol to “CLGX,” and changed the names of several of our operating subsidiaries to replace the reference to “First American” with the name "CoreLogic."

The results of operations of FAFC, the sale of our employer and litigation services business and the disposition of our non-core businesses (our marketing services business (Leadclick), our consumer credit monitoring services business, our transportation services business (American Driving Records) and our 100% owned appraisal management company business) are reflected as discontinued operations. See Note 18 – Discontinued Operations for additional disclosures.

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(in thousands, except per share amounts)	For the year ended December 31,
Income Statement Data:	2012			2011			2010			2009		2008
Operating revenue	$	1,567,633		$	1,338,547		$	1,280,276		$	1,330,162	$	1,305,134
Operating income	222,260			88,685			113,683			108,652		66,201
Equity in earnings of affiliates, net of tax	35,983			30,270			41,641			48,847		23,640
Amounts attributable to CoreLogic:
Income/(loss) from continuing operations, net of tax	123,508			52,515			46,221			45,981		(10,420		)
(Loss)/income from discontinued operations, net of tax	(15,056		)	(127,124		)	(83,536		)	150,658		(15,900		)
Income/(loss) from sale of discontinued operations, net of tax	3,841			—			(18,985		)	—		—
Net income/(loss)	$	112,293		$	(74,609	)	$	(56,300	)	$	196,639	$	(26,320	)
Balance Sheet Data:
Assets of discontinued operations	$	794		$	55,516		$	270,293		$	5,918,400	$	6,061,041
Total assets	$	3,029,827		$	3,118,700		$	3,234,825		$	8,836,988	$	8,787,686
Long-term debt, excluding discontinued operations	$	792,426		$	908,295		$	720,889		$	570,457	$	613,685
Total equity	$	1,170,946		$	1,244,821		$	1,545,141		$	3,156,671	$	3,375,659
Dividends on common shares	$	—		$	—		$	22,657		$	84,349	$	81,542
Amounts attributable to CoreLogic:
Basic income/(loss) per share:
Income/(loss) from continuing operations, net of tax	$	1.20		$	0.48		$	0.41		$	0.49	$	(0.11	)
(Loss)/income from discontinued operations, net of tax	(0.15		)	(1.16		)	(0.75		)	1.59		(0.17		)
Income/(loss) from sale of discontinued operations, net of tax	0.04			—			(0.17		)	—		—
Net income/(loss)	$	1.09		$	(0.68	)	$	(0.51	)	$	2.08	$	(0.28	)
Diluted income/(loss) per share:
Income/(loss) from continuing operations, net of tax	$	1.19		$	0.48		$	0.41		$	0.48	$	(0.11	)
(Loss)/income from discontinued operations, net of tax	(0.14		)	(1.16		)	(0.74		)	1.58		(0.17		)
Income/(loss) from sale of discontinued operations, net of tax	0.04			—			(0.17		)	—		—
Net income/(loss)	$	1.09		$	(0.68	)	$	(0.50	)	$	2.06	$	(0.28	)
Weighted average shares outstanding
Basic	102,913			109,122			111,529			94,551		92,516
Diluted	104,050			109,712			112,363			95,478		92,516

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K 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 Annual 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 acquisition and divestiture strategy and our growth plans for 2013 , the Company’s share repurchases, the level of aggregate U.S. mortgage originations and inventory of delinquent mortgage loans and loans in foreclosure and the reasonableness of the carrying value related to specific financial assets and 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:


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


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


•	compromises in the security of our data transmissions, including the transmission of confidential information or systems interruptions;


•	difficult conditions in the mortgage and consumer lending industries and the economy generally together with customer concentration and the impact of these factors thereon;


•	our ability to protect proprietary technology rights;


•	our indebtedness and the restrictions in our various debt agreements;


•	our growth strategies and cost reduction plans and our ability to effectively and efficiently implement them;


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


•	impairments in our goodwill or other intangible assets; and


•	the inability to realize the benefits of the Separation as a result of the factors described immediately above, as well as, among other factors, increased borrowing costs, competition between the resulting companies, increased operating or other expenses or the triggering of rights and obligations by the transaction or any litigation arising out of or related to the Separation.

We assume no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of the filing of this Annual Report on Form 10-K. These risks and uncertainties, along with the risk factors above under “ Item 1A. Risk Factors” should be considered in evaluating any forward-looking statements contained herein.

Business Overview

We are a leading provider of property, financial and consumer information, analytics and services to mortgage originators and servicers, financial institutions and other businesses, government and government-sponsored enterprises. Our data, query, analytical and business outsourcing services help our customers to identify, manage and mitigate credit and interest rate risk. 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.

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We believe that we offer our customers among the most comprehensive databases of public, contributory and proprietary data covering real property and mortgage information, judgments and liens, parcel and geospatial data, motor vehicle records, criminal background records, national coverage eviction information, non-prime lending records, credit information, and tax information, among other data types. Our databases include over 795 million historical property transactions, over 93 million mortgage applications and property-specific data covering over 99% of U.S. residential properties exceeding 147 million records. We believe the quality of the data we offer is distinguished by our broad range of data sources and our core expertise in aggregating, organizing, normalizing, processing and delivering data to our customers.

Critical Accounting Policies and Estimates

Our significant accounting policies are discussed in Note 2- Significant Accounting Policies . We consider the accounting policies described below to be critical in preparing our consolidated financial statements. These policies require us to make estimates and judgments that affect the reported amounts of certain assets, liabilities, revenues, expenses and related disclosures of contingencies. Our assumptions, estimates and judgments are based on historical experience, current trends and other factors that we believe to be relevant at the time we prepare the consolidated financial statements. Although we believe that our estimates and assumptions are reasonable, we cannot determine future events. As a result, actual results could differ materially from our assumptions and estimates.

Basis of presentation and consolidation. Our discussion and analysis of financial condition and results of operations is based upon our audited consolidated financial statements, which have been prepared in accordance with GAAP. Our operating results for the years ended December 31, 2012 , 2011 and 2010 include results for any acquired entities from the applicable acquisition date forward and all prior periods have been adjusted to properly reflect discontinued operations. All significant intercompany transactions and balances have been eliminated.

Revenue recognition. We derive our revenues principally from U.S. mortgage originators and servicers with good creditworthiness. Our product and service deliverables are generally comprised of data or other related services. Our revenue arrangements with our customers generally include a work order or written agreement specifying the data products or services to be delivered and related terms of sale including payment amounts and terms. The primary revenue recognition-related judgments we exercise are to determine when all of the following criteria have been met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) our price to the buyer is fixed or determinable; and (4) collectability is reasonably assured.

For products or services where delivery occurs at a point in time, we recognize revenue upon delivery. These products or services include sales of tenancy data and analytics, credit solutions for mortgage and automotive industries, under-banked credit services, flood and data services, real estate owned asset management, claims management, asset management and processing solutions, broker price opinions, and field services where we perform property preservation services.

Tax service revenues are comprised of periodic loan fees and life-of-loan fees. For periodic loans, we generate monthly fees at a contracted fixed rate for as long as we service the loan. Loans serviced with a one-time, life-of-loan fee are billed once the loan is boarded to our tax servicing system in accordance with a customer tax servicing agreement. Life-of-loan fees are then deferred and recognized ratably over the expected service period. The rates applied to recognize revenues assume a 10-year contract life and are adjusted to reflect prepayments. We review the tax service contract portfolio quarterly to determine if there have been changes in contract lives, deferred on-boarding costs, expected service period, and/or changes in the number and/or timing of prepayments. Accordingly, we may adjust the rates to reflect current trends.

Cost of services. Cost of services represents costs incurred in the creation and delivery of our products and services. Cost of services consists primarily of data acquisition and royalty fees; customer service costs, which include: personnel costs to collect, maintain and update our proprietary databases, to develop and maintain software application platforms and to provide consumer and customer call center support; hardware and software expense associated with transaction processing

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systems; telecommunication and computer network expense; and occupancy costs associated with facilities where these functions are performed by employees.

Selling, general and administrative expenses. Selling, general and administrative expenses consist primarily of personnel-related costs, direct and indirect selling costs, restructuring costs, corporate costs, fees for professional and consulting services, advertising costs, uncollectible accounts and other costs of administration such as marketing, human resources, finance and administrative roles.

Purchase accounting. The purchase method of accounting requires companies to assign values to assets and liabilities acquired based upon their fair values. In most instances there is not a readily defined or listed market price for individual assets and liabilities acquired in connection with a business, including intangible assets. The determination of fair value for assets and liabilities in many instances requires a high degree of estimation. The valuation of intangible assets, in particular, is very subjective. We generally obtain third-party valuations to assist us in estimating fair values. The use of different valuation techniques and assumptions could change the amounts and useful lives assigned to the assets and liabilities acquired, including goodwill and other identifiable intangible assets and related amortization expense.

Goodwill and other intangible assets. We perform an annual impairment test for goodwill and other indefinite-lived intangible assets for each reporting unit every fourth quarter. In addition to our annual impairment test, we periodically assess whether events or circumstances have occurred that potentially indicate the carrying amounts of these assets may not be recoverable. In assessing the overall carrying value of our goodwill and other intangibles, we first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Examples of such events or circumstances include the following: cost factors, financial performance, legal and regulatory factors, entity-specific events, industry and market factors, macroeconomic conditions and other considerations.

If, after assessing the totality of events or circumstances, we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then management’s impairment testing process may include two additional steps. The first step (“Step 1”) compares the fair value of each reporting unit to its book value. The fair value of each reporting unit is determined by using discounted cash flow analysis and market approach valuations. If the fair value of the reporting unit exceeds its book value, then goodwill is not considered impaired and no additional analysis is required. However, if the book value is greater than the fair value, a second step (“Step 2”) must be completed to determine if the fair value of the goodwill exceeds the book value of the goodwill.

Step 2 involves calculating an implied fair value of goodwill for each reporting unit for which Step 1 indicated impairment. The implied fair value of goodwill is determined in a manner similar to the amount of goodwill calculated in a business combination, by measuring the excess of the estimated fair value of the reporting unit, as determined in Step 1, over the aggregate estimated fair values of the individual assets, liabilities and identifiable intangibles as if the reporting unit was being acquired in a business combination. If the implied fair value of goodwill exceeds the carrying value of goodwill assigned to the reporting unit, there is no impairment. If the carrying value of goodwill assigned to a reporting unit exceeds the implied fair value of the goodwill, an impairment loss is recorded for the excess. An impairment loss cannot exceed the carrying value of goodwill assigned to a reporting unit, and the loss establishes a new basis in the goodwill. Subsequent reversal of goodwill impairment losses is not permitted. The valuation of goodwill requires assumptions and estimates of many critical factors including revenue growth, cash flows, market multiples and discount rates. Forecasts of future operations are based, in part, on operating results and our expectations as to future market conditions. These types of analysis contain uncertainties because they require us to make assumptions and to apply judgments to estimate industry economic factors and the profitability of future business strategies. However, if actual results are not consistent with our estimates and assumptions, we may be exposed to an additional impairment loss that could be material.

These tests utilize a variety of valuation techniques, all of which require us to make estimates and judgments. Fair value is determined by employing an expected present value technique, which utilizes multiple cash flow scenarios that reflect a range of possible outcomes and an appropriate discount rate. The use of comparative market multiples (the “market approach”) compares the reporting unit to other comparable companies (if such comparables are present in the marketplace) based on valuation multiples to arrive at a fair value. We also use certain of these valuation techniques in accounting for business combinations, primarily in the determination of the fair value of acquired assets and liabilities. In assessing the fair value, we utilize the results of the valuations (including the market approach to the extent comparables are available) and consider the range of fair values determined under all methods and the extent to which the fair value exceeds the book value of the equity. As of December 31, 2012 , our reporting units are data and analytics, mortgage origination services, and asset management and processing solutions.

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In connection with our acquisition of CDS Business Mapping, LLC ("CDS"), we separated our spatial solutions business line from our mortgage origination services segment and consolidated it with CDS, effectively creating the geospatial solutions business unit within the data and analytics segment. As a result, we revised our reporting for segment disclosure purposes and reassessed our reporting units for purposes of evaluating the carrying value of our goodwill. This assessment required us to perform a fourth quarter reassignment of our goodwill to each reporting unit impacted using the relative fair value approach, based on the fair values of the reporting units as of December 31, 2012 .

Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates, operating margins, discount rates and future market conditions, among others. Key assumptions used to determine the fair value of our mortgage origination services reporting unit and geospatial solutions business unit in our testing were: (a) expected cash flow for the period from 2013 to 2018; and (b) a discount rate ranging from 11.0% to 15.0% , which was based on management's best estimate of the after-tax weighted average cost of capital.

We performed a qualitative analysis on our reporting units and examined relevant events and circumstances such as: cost factors, financial performance, legal and regulatory factors, entity-specific events, industry and market factors, macroeconomic conditions and other considerations. We also considered the reassignment analysis of geospatial solutions' goodwill to each reporting unit impacted using the relative fair value approach. Based on the qualitative analysis performed, we determined that it is more likely than not that goodwill attributable to our reporting units is not impaired as of December 31, 2012. It is reasonably possible that changes in the facts, judgments, assumptions and estimates used in assessing the fair value of the goodwill could cause a reporting unit to become impaired.

Income taxes. We account for income taxes under the asset and liability method, whereby we recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as expected benefits of utilizing net operating loss and credit carryforwards. We measure deferred tax assets and liabilities using enacted tax rates we expect to apply in the years in which we expect to recover or settle those temporary differences. We recognize in income the effect of a change in tax rates on deferred tax assets and liabilities in the period that includes the enactment date.

We recognize the effect of income tax positions only if sustaining those positions is more likely than not. We reflect changes in recognition or measurement of uncertain tax positions in the period in which a change in judgment occurs. We recognize interest and penalties, if any, related to uncertain tax positions within income tax expense. Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheet.

We evaluate the need to establish a valuation allowance based upon expected levels of taxable income, future reversals of existing temporary differences, tax planning strategies, and recent financial operations. We establish a valuation allowance to reduce deferred tax assets to the extent we believe it is more likely than not that some or all of the deferred tax assets will not be realized.

Useful lives of assets. We are required to estimate the useful lives of several asset classes, including capitalized data, internally developed software and other intangible assets. The estimation of useful lives requires a significant amount of judgment related to matters such as future changes in technology, legal issues related to allowable uses of data and other matters.

Stock-based compensation. We measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost is recognized over the period during which an employee is required to provide services in exchange for the award. We used the binomial lattice option-pricing model to estimate the fair value for any options granted after December 31, 2006 through December 31, 2009. For the options granted in 2012, 2011 and 2010, we used the Black-Scholes model to estimate the fair value. We utilize the straight-line single option method of attributing the value of stock-based compensation expense unless another expense attribution model is required. As stock-based compensation expense recognized in the results of operations is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. We apply the long-form method for determining the pool of windfall tax benefits.

Currently, our primary means of stock-based compensation is granting restricted stock units (“RSUs”). The fair value of any RSU grant is based on the market value of our shares on the date of grant and is generally recognized as compensation expense over the vesting period. RSUs granted to certain key employees have graded vesting and have a service and performance requirement, and are therefore expensed using the accelerated multiple-option method to record stock-based

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compensation expense. All other RSU awards have graded vesting and service is the only requirement to vest in the award, and are therefore generally expensed using the straight-line single option method to record stock-based compensation expense.

In addition to stock options and RSUs, through September 2011 we had an employee stock purchase plan that allowed eligible employees to purchase common stock of the Company at 85.0% of the closing price on the last day of each quarter. We recognized an expense in the amount equal to the discount. The employee stock purchase plan expired in September 2011. Our 2012 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.

Reclassifications. Prior to the Separation, we operated primarily as a title insurance company regulated under Article 7 of Regulation S-X and were not subject to the requirements of Article 5 of Regulation S-X. Rule 5-03 of Regulation S-X requires Article 5 companies, such as us, to classify expenses in a functional manner. We have reclassified external cost of revenues, salaries and benefits and other operating expenses into cost of services and selling, general and administrative (“SG&A”) expenses, in our income statement within our annual report on Form 10-K for the years ended December 31, 2012, 2011 and 2010 . The reclassification of these expenses on a functional basis was not material to the financial statements as a whole, as it had no impact to operating revenues, total operating expenses, operating income, net income or earnings per share previously reported. In addition, there was no impact on our balance sheets or statements of cash flows.

Recent Accounting Pronouncements

In August 2012, the Financial Accounting Standards Board (“FASB”) issued updated guidance related to the testing of indefinite-lived intangible assets other than goodwill for impairment. The guidance provides that an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of an indefinite-lived intangible assets other than goodwill is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of an indefinite-lived intangible asset other than goodwill is less than its carrying amount, then performing the two-step impairment test is unnecessary. The updated guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The adoption of this guidance did not have a material impact on our consolidated financial statements.

In December 2011 and January 2013, the FASB issued updated guidance related to the presentation of offsetting (netting) assets and liabilities in the financial statements. The guidance requires the disclosure of both gross information and net information on instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. This scope would include derivatives, sale and repurchase agreements and reverse sale and repurchase agreements, and securities borrowing and securities lending arrangements. The updated guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management does not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In September 2011, the FASB issued updated guidance related to the testing of goodwill for impairment. The guidance provides that an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. The updated guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The adoption of this guidance did not have a material impact on our consolidated financial statements.

In June 2011, the FASB issued updated guidance related to the presentation of comprehensive income. The guidance provides that an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The updated guidance is effective for annual financial reporting periods beginning after December 15, 2011 and for interim periods within the fiscal year. The adoption of this guidance did not have a material impact on our consolidated financial statements.

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financial reporting. The updated guidance is effective during interim and annual financial reporting periods beginning after December 15, 2011. The adoption of this guidance did not have a material impact on our consolidated financial statements.

Results of Operations

Overview

We generate the majority of our revenues from clients with operations in the U.S. residential real estate, mortgage origination and mortgage servicing markets. We believe the volume of real estate transactions is primarily affected by real estate prices, the availability of funds for mortgage loans, mortgage interest rates, employment levels and the overall state of the U.S. economy. Throughout 2012 we benefited from the improvement in the U.S. residential real estate and mortgage lending industries, particularly from higher refinancing transactions, which resulted in higher levels of mortgage applications and originations. This, combined with recovering home prices and home purchase activity, created an improved market environment for our businesses in 2012.

Approximately 42.6% of our operating revenues for the year ended December 31, 2012 were generated from the ten largest United States mortgage originators. Based on statistics published by the Mortgage Bankers' Association (“MBA”) and data from significant mortgage originators, we estimate that total mortgage originations increased approximately 32.0% in 2012 relative to the same period of 2011 . MBA estimates that mortgage applications increased 24% in 2012 relative to the same period of 2011 . Given that many of our origination-related products and services are provided early in the origination cycle, application volumes are a leading indicator of demand for these products and services. In 2012, the level of mortgage originations, particularly refinancing transactions, were relatively high due to historical lows in long-term interest rates, the accommodative policy stance of the Federal Reserve, and the presence of Federal Government programs targeting mortgage loan refinancing and modification activity. We anticipate the level of mortgage originations to modestly decline in the near term.

Based on our internal estimates, the level of loans seriously delinquent (loans delinquent 90 days or more) or in foreclosure decreased approximately 15% in the year ended December 31, 2012 relative to the same period of 2011 . Additionally, based on our internal analysis and market estimates, we believe the inventory of seriously delinquent mortgage loans and loans in foreclosure will continue to decline.

In December 2012, we completed our acquisition of CDS, a leading provider of geographic underwriting information for the property and casualty insurance industry, for a cash purchase price of $78.8 million . CDS is included in our data and analytics reporting segment.

In the third quarter of 2012, we completed the disposition of our transportation services business (American Driving Records) and completed the shutdown of our appraisal management company and consumer services businesses.

As part of our on-going cost efficiency programs, in July 2012, we announced the launch of our TTI with Dell Services. The objective of the TTI is to convert our existing technology infrastructure to a new platform which is expected to provide new functionality, increased performance, and a reduction in application management and development costs. Following an initial transition period of thirty months, we expect net operating expense reductions of approximately $35.0 to $40.0 million per year compared to 2012 cost levels. For the year ended December 31, 2012 , expenses incurred related to the initiative were $33.2 million, of which $16.3 million are non-cash charges.

On a consolidated basis, our operating revenues increased $229.1 million , or 17.1% , for the year ended December 31, 2012 compared to 2011 . Data and analytics segment operating revenues increased $68.0 million , or 12.4% , in 2012 compared to 2011 , primarily due to higher document retrieval services and the impact of acquisition activity. Mortgage origination services segment operating revenues increased $153.5 million , or 31.8% , in 2012 compared to 2011 , primarily due to higher mortgage origination volumes and the impact of acquisition activity. Asset management and processing solutions segment operating revenues increased $6.0 million , or 1.8% , in 2012 compared to 2011 , due to higher loss mitigation services and higher field services revenues, partially offset by a decrease in other revenues. On a consolidated basis, operating revenues increased $58.3 million , or 4.6% , for the year ended December 31, 2011 compared to 2010 . Data and analytics segment operating revenues increased $84.6 million , or 18.3% , in 2011 compared to 2010 , due to higher analytical revenues, growth in advisory projects and the impact of acquisition activity. Mortgage origination services segment revenues increased $16.0 million , or 3.4% , in 2011 compared to 2010 , due to the impact of acquisition activity, partially offset by lower origination volumes. Asset management and processing solutions segment revenues decreased $39.3 million , or 10.7% , in 2011 compared to 2010 , primarily due to lower default-related activity and the exit of unprofitable product lines.

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Our total operating expense increased $95.5 million , or 7.6% , for the year ended December 31, 2012 compared to 2011 , primarily due to higher cost of services from increased volumes, higher depreciation and amortization from the impact from acquisitions, partially offset by lower selling, general and administrative expenses from our cost-reduction initiatives. Our total operating expense increased $83.3 million , or 7.1% , for the year ended December 31, 2011 compared to 2010 , primarily due to higher cost of services from increased volumes, higher depreciation and amortization due to the impact of write-offs of certain non-performing assets and the impact of acquisitions, partially offset by lower selling, general and administrative expenses from our cost-reduction initiatives.

Total interest expense, net decreased $5.8 million , or 10.0% , for the year ended December 31, 2012 compared to 2011 , due to lower write-offs of deferred financing costs of $9.9 million , partially offset by higher interest expense due to higher average outstanding debt balances as a result of the issuance of $400.0 million principal amount of senior notes in May 2011. Total interest expense, net increased $28.1 million , or 92.9% , for the year ended December 31, 2011 compared to 2010 , due to a $10.2 million write-off of unamortized debt issuance costs related to our extinguished bank debt facilities to interest expense and increased levels of total debt and capitalized debt issuance cost.

Loss on investments and other income totaled $2.5 million and $10.9 million for the year ended December 31, 2012 and 2010 , respectively. Gain on investments and other income was $60.0 million for the year ended December 31, 2011 . The variance in 2012 compared to 2011 and the variance in 2011 compared to 2010 are primarily due to the $24.9 million pre-tax gain on the sale of our remaining investment in DealerTrack Holdings, Inc. in January 2011 and the $58.9 million pre-tax gain from our acquisition of the remaining interest in RP Data Limited ("RP Data") in May 2011. The variance in 2011 compared to 2010 was partially offset by non-cash impairment charges in our investments in affiliates, net, due to other than temporary loss in value and continued changes in regulatory environment.

Net income attributable to CoreLogic increased from a net loss by $186.9 million , or 250.5% , for the year ended December 31, 2012 compared to 2011 , primarily due to higher net income from continuing operations of $69.4 million , lower losses from discontinued operations of $112.1 million due to the exit of various discontinued operations during 2012, partially offset by higher loss from sale of discontinued operations of $3.8 million and lower non-controlling interests of $1.6 million . Net loss increased $18.3 million , or 32.5% , for the year ended December 31, 2011 compared to 2010 , primarily due to higher losses from discontinued operations of $43.6 million , lower net income from continuing operations of $30.4 million , partially offset by lower non-controlling interests of $36.7 million and lower loss from sale of discontinued operations of $19.0 million . For the year ended December 31, 2011 , losses from discontinued operations included impairment charges of $165.4 million, of which $137.7 million was for goodwill, $17.1 million was for intangibles, and a non-cash impairment charge of $10.6 million for internally-developed software. In addition, we incurred bad debt expense of $8.9 million for accounts receivable we deemed to be uncollectible. Finally, we incurred $1.8 million in expense to write off various other assets and to accrue for expenses related to the closure of businesses. The decrease in net income attributed to noncontrolling interests was largely due to our purchase of the remaining redeemable noncontrolling interests of CoreLogic Information Solutions Holdings, Inc. during the first quarter of 2011.

For additional information related to our results of operations for each of our reportable segments please see the discussions under “Data and Analytics,” “Mortgage Origination Services” and “"Asset Management and Processing Solutions” below.

Our historical consolidated financial statements have been recast to account for our marketing services business and our consumer services, transportation services, and appraisal management company businesses, FAFC and our employer and litigation services business, each as discontinued operations for all periods presented. Accordingly, we have reflected the results of operations of these businesses as discontinued operations in the consolidated statements of operations and the consolidated statements of cash flows.

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

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Data and Analytics



										2012 vs. 2011					2011 vs. 2010
(in thousands, except percentages)	2012			2011			2010			$ Change			% Change		$ Change			% Change
Operating revenue	$	616,110		$	548,146		$	463,513		$	67,964		12.4	%	$	84,633		18.3	%
Cost of services (exclusive of depreciation and amortization below)	287,910			242,474			202,520			45,436			18.7	%	39,954			19.7	%
Selling, general and administrative expenses	146,786			163,005			124,011			(16,219		)	-10.0	%	38,994			31.4	%
Depreciation and amortization	72,391			67,230			48,722			5,161			7.7	%	18,508			38.0	%
Total operating expenses	507,087			472,709			375,253			34,378			7.3	%	97,456			26.0	%
Operating income	109,023			75,437			88,260			33,586			44.5	%	(12,823		)	-14.5	%
Total interest expense, net	(1,553		)	(365		)	(293		)	(1,188		)	325.5	%	(72		)	24.6	%
Gain/(loss) on investments and other, net	2,488			(821		)	280			3,309			-403.0	%	(1,101		)	-393.2	%
Income from continuing operations before income taxes	109,958			74,251			88,247			35,707			48.1	%	(13,996		)	-15.9	%
Income from continuing operations before equity in earnings of affiliates	109,958			74,251			88,247			35,707			48.1	%	(13,996		)	-15.9	%
Equity in earnings of affiliates	2,197			1,512			4,606			685			45.3	%	(3,094		)	-67.2	%
Income from continuing operations	$	112,155		$	75,763		$	92,853		$	36,392		48.0	%	$	(17,090	)	-18.4	%

Operating Revenues

Data and analytics segment operating revenues were $616.1 million , $548.1 million and $463.5 million for the years ended December 31, 2012 , 2011 and 2010 , respectively, an increase of $68.0 million , or 12.4% , in 2012 compared to 2011 ; and an increase of $84.6 million , or 18.3% , in 2011 compared to 2010 . Acquisition activity accounted for $34.2 million and $47.9 million of the increase in 2012 and 2011 , respectively. For the year ended December 31, 2012 , excluding acquisition activity, the increase of $33.8 million was due to higher document retrieval services revenues of $17.9 million, growth in analytics revenues of $15.4 million, higher data licensing revenues of $6.1 million, higher Multiple Listing Services solutions revenues of $2.0 million, partially offset by decreased information report revenues of $1.1 million, and lower other revenues of $6.5 million. Information report revenues for 2012 were negatively impacted by challenging market conditions in our tenancy services business and regulatory conditions affecting certain customers of our under-banked credit services business. For the year ended December 31, 2011 , excluding acquisition activity, the increase of $36.8 million was due to growth in advisory revenues including project-based revenues of $16.2 million and document retrieval services revenues of $14.7 million. In addition, we experienced higher data licensing revenues of $7.7 million, higher geospatial solutions services revenues of $4.0 million and higher other revenues of $1.3 million; these were partially offset by the decline in information reports revenues of $4.5 million and service revenues of $2.6 million.

Cost of Services

Data and analytics segment cost of services were $287.9 million , $242.5 million and $202.5 million for the years ended December 31, 2012 , 2011 and 2010 , respectively, an increase of $45.4 million , or 18.7% , for 2012 compared to 2011 and an increase of $40.0 million , or 19.7% , for 2011 compared to 2010 . Acquisition activity accounted for $11.3 million and $15.3 million of the increase in 2012 and 2011 , respectively. For the year ended December 31, 2012 , excluding acquisition activity, the increase of $34.1 million was due to higher revenues and a shift in product mix primarily related to higher document retrieval services. For the year ended December 31, 2011 , excluding acquisition activity, the increase of $24.6 million was due to product mix shift relating to the increase in project-based revenues and document retrieval services.

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Selling, General and Administrative Expense

Data and analytics segment selling, general and administrative expenses were $146.8 million , $163.0 million and $124.0 million for the years ended December 31, 2012 , 2011 and 2010 , respectively, a decrease of $16.2 million , or 10.0% , in 2012 compared to 2011 and an increase of $39.0 million , or 31.4% , in 2011 compared to 2010 . Acquisition activity accounted for $13.1 million and $18.4 million of the increase in 2012 and 2011 , respectively. For the year ended December 31, 2012 , excluding acquisition activity, the decrease of $29.4 million was due to lower corporate shared service costs of $18.7 million in connection with our cost-reduction initiatives, lower legal expense due to proceeds from the settlement of litigation to enforce patent and other intellectual property rights of $7.0 million, lower external services of $3.4 million, lower other expense of $3.9 million, lower marketing expense of $1.3 million, partially offset by higher compensation expenses of $2.5 million and higher licensing software expense of $2.4 million. We allocate expenses, from corporate, to our business segments for various shared service costs such as human resources, legal, accounting and finance, and technology infrastructure cost. For the year ended December 31, 2011 , excluding acquisition activity, selling, general and administrative expense increased $20.6 million due to higher corporate shared service costs of $32.3 million, partially offset by lower professional fees of $8.6 million, lower compensation expenses of $2.3 million and lower other expense of $0.8 million.

Depreciation and Amortization

Data and analytics segment depreciation and amortization expense were $72.4 million , $67.2 million and $48.7 million for the years ended December 31, 2012 , 2011 and 2010 , respectively, an increase of $5.2 million or 7.7% , in 2012 compared to 2011 , and an increase of $18.5 million , or 38.0% , in 2011 compared to 2010 . Acquisition activity accounted for $9.2 million and $13.7 million of the increase in 2012 and 2011 , respectively. For the years ended December 31, 2012 and 2011 , excluding acquisition activity, the decrease of $4.1 million and the increase of $4.8 million, respectively, were primarily due to write-offs of certain non-performing assets in 2011.

Gain/(Loss) on Investments and Other, Net

Data and analytics segment gain on investments and other, net were $2.5 million and $0.3 million for the years ended December 31, 2012 and 2010 , respectively, and a loss of $0.8 million for the year ended 2011 ; a variance of $3.3 million , or 403.0% , in 2012 compared to 2011 , and a variance of $1.1 million , or 393.2% , in 2011 compared to 2010 . Acquisition activity accounted for $1.2 million and $0.1 million of the variance in 2012 and 2011 , respectively. For the year ended December 31, 2012 , excluding acquisition activity, the increase of $2.1 million was due to the gain on sale of an investment in an affiliate. For the year ended December 31, 2011 , excluding acquisition activity, the decrease of $1.2 million, was primarily related to a loss on sale of affiliate of $0.8 million during the third quarter of 2011.

Equity in Earnings of Affiliates

Data and analytics segment equity in earnings of affiliates were $2.2 million , $1.5 million and $4.6 million for the years ended December 31, 2012 , 2011 and 2010 , respectively, an increase of $0.7 million , or 45.3% , in 2012 compared to 2011 , and a decrease of $3.1 million , or 67.2% , in 2011 compared to 2010 . Acquisition activity accounted for $0.9 million and $0.3 million of the increase in 2012 and 2011 , respectively. For the year ended December 31, 2011 , excluding acquisition activity, the decrease of $3.4 million was due to lower volumes in minority investments related to market conditions and the acquisition of the remaining controlling interest in RP Data in May of 2011.

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Mortgage Origination Services



										2012 vs. 2011					2011 vs. 2010
(in thousands, except percentages)	2012			2011			2010			$ Change			% Change		$ Change			% Change
Operating revenue	$	635,615		$	482,076		$	466,117		$	153,539		31.8	%	$	15,959		3.4	%
Cost of services (exclusive of depreciation and amortization below)	335,769			284,914			259,152			50,855			17.8	%	25,762			9.9	%
Selling, general and administrative expenses	102,338			102,810			106,346			(472		)	-0.5	%	(3,536		)	-3.3	%
Depreciation and amortization	26,013			22,510			17,844			3,503			15.6	%	4,666			26.1	%
Total operating expenses	464,120			410,234			383,342			53,886			13.1	%	26,892			7.0	%
Operating income	171,495			71,842			82,775			99,653			138.7	%	(10,933		)	-13.2	%
Total interest (expense)/income, net	(591		)	2,895			1,483			(3,486		)	-120.4	%	1,412			95.2	%
Gain/(loss) on investments and other, net	263			(1,519		)	(1,183		)	1,782			-117.3	%	(336		)	28.4	%
Income from continuing operations before income taxes	171,167			73,218			83,075			97,949			133.8	%	(9,857		)	-11.9	%
Income from continuing operations before equity in earnings of affiliates	171,167			73,218			83,075			97,949			133.8	%	(9,857		)	-11.9	%
Equity in earnings of affiliates	55,571			47,673			64,588			7,898			16.6	%	(16,915		)	-26.2	%
Income from continuing operations	$	226,738		$	120,891		$	147,663		$	105,847		87.6	%	$	(26,772	)	-18.1	%

Operating Revenues

Mortgage origination services segment operating revenues were $635.6 million , $482.1 million and $466.1 million for the years ended December 31, 2012 , 2011 and 2010 , respectively, an increase of $153.5 million , or 31.8% , in 2012 compared to 2011 ; and an increase of $16.0 million , or 3.4% , in 2011 compared to 2010 . Acquisition activity accounted for $11.8 million and $30.0 million of the increase in 2012 and 2011 , respectively. For the year ended December 31, 2012 , excluding acquisition activity, the increase of $141.8 million was due to higher mortgage origination volumes from higher refinancing activity, which increased credit services revenues by $64.6 million, tax services revenues by $56.2 million, flood certification revenues by $18.9 million and other revenues by $2.1 million. For the year ended December 31, 2011 , excluding acquisition activity, the decrease of $14.1 million was primarily due to lower tax services revenues which were impacted by lower mortgage origination activity and lower deferred revenue recognition as we experienced a smaller life-of-loan servicing pool.

Cost of Services

Mortgage origination services segment cost of services were $335.8 million , $284.9 million and $259.2 million for the years ended December 31, 2012 , 2011 and 2010 , respectively, an increase of $50.9 million , or 17.8% , in 2012 compared to 2011 ; and an increase of $25.8 million , or 9.9% , in 2011 compared to 2010 . Acquisition activity accounted for $8.9 million and $21.5 million of the increase in 2012 and 2011 , respectively. For the year ended December 31, 2012 , excluding acquisition activity, the increase of $42.0 million was due to higher origination volumes which resulted in higher credit bureau-related expense of $38.9 million primarily for our credit services business and higher other costs of services of $3.1 million. For the year ended December 31, 2011 , excluding acquisition activity, the increase of $4.3 million was due to higher credit bureau-related expenses of $4.8 million related to our credit services business, partially offset by declines in other costs of services of $0.5 million.

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Selling, General and Administrative Expenses

Mortgage origination services segment selling, general and administrative expenses were $102.3 million , $102.8 million and $106.3 million for the years ended December 31, 2012 , 2011 and 2010 , respectively, a decrease of $0.5 million , or 0.5% , in 2012 compared to 2011 ; and a decrease of $3.5 million , or 3.3% , in 2011 compared to 2010 . Acquisition activity accounted for $6.3 million and $9.0 million in 2012 and 2011 , respectively. For the year ended December 31, 2012 , excluding acquisition activity, the decrease of $6.7 million was due to lower corporate shared service costs of $20.1 million in connection with our cost-reduction initiatives, lower facilities costs of $5.8 million, partially offset by higher external services costs of $10.4 million, higher compensation expenses of $6.8 million and higher other expenses of $2.0 million. For the year ended December 31, 2011 , excluding acquisition activity, the decrease of $12.5 million was primarily attributable to lower compensation expenses of $10.0 million from decreased headcount, lower management fees for investment in affiliates of $5.4 million, lower other expenses of $4.7 million, lower facilities costs of $2.3 million, lower external services of $1.9 million, partially offset by higher corporate shared service costs of $9.1 million and higher professional fees of $2.7 million.

Depreciation and Amortization

Mortgage origination services segment depreciation and amortization expense were $26.0 million , $22.5 million and $17.8 million for the years ended December 31, 2012 , 2011 and 2010 , respectively, an increase of $3.5 million , or 15.6% , in 2012 compared to 2011 ; and an increase of $4.7 million , or 26.1% , in 2011 compared to 2010 . Acquisition activity accounted for $1.2 million and $4.8 million of the increase in 2012 and 2011 , respectively. The remaining variances relative to the prior periods are not significant.

Gain/(Loss) on Investments and Other, Net

Mortgage origination services segment gain on investments and other was $0.3 million for the year ended December 31, 2012 and losses of $1.5 million and $1.2 million for the years ended December 31, 2011 and 2010 , respectively, a variance of $1.8 million , or 117.3% , in 2012 compared to 2011 ; and a variance of $0.3 million , or 28.4% , in 2011 compared to 2010 . For the year ended December 31, 2012 , the gain was primarily comprised of excess distribution from the closure of an investment in affiliate. For the year ended December 31, 2011 , the increase was primarily related to the $24.9 million pre-tax gain on the sale of our remaining investment in DealerTrack Holdings, Inc., which was sold during the first quarter of 2011, partially offset by $29.6 million in non-cash impairments due to other-than-temporary loss in value from the absence of an ability to recover the carrying amount of the investment from the under-performance of several investments in affiliates and continued changes in the regulatory environment.

Equity in Earnings of Affiliates

Mortgage origination services segment equity in earnings of affiliates were $55.6 million , $47.7 million and $64.6 million for the years ended December 31, 2012 , 2011 and 2010 , respectively, an increase of $7.9 million , or 16.6% , in 2012 compared to 2011 ; and a decrease of $16.9 million , or 26.2% , in 2011 compared to 2010 . For the year ended December 31, 2012 , the increase was primarily due to higher mortgage loan refinance activity in 2012. For the year ended December 31, 2011 , the decrease was due to lower loan origination activity and the closure by a major joint venture customer of an origination division that focused on Federal Housing Administration loans.

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Asset Management and Processing Solutions



									2012 vs. 2011					2011 vs. 2010
(in thousands, except percentages)	2012		2011			2010			$ Change			% Change		$ Change			% Change
Operating revenue	$	335,224	$	329,273		$	368,536		$	5,951		1.8	%	$	(39,263	)	-10.7	%
Cost of services (exclusive of depreciation and amortization below)	230,417		235,596			239,966			(5,179		)	-2.2	%	(4,370		)	-1.8	%
Selling, general and administrative expenses	44,777		41,107			45,919			3,670			8.9	%	(4,812		)	-10.5	%
Depreciation and amortization	11,930		7,484			5,446			4,446			59.4	%	2,038			37.4	%
Total operating expenses	287,124		284,187			291,331			2,937			1.0	%	(7,144		)	-2.5	%
Operating income	48,100		45,086			77,205			3,014			6.7	%	(32,119		)	-41.6	%
Total interest income/(expense), net	284		214			(3		)	70			32.7	%	217			-7,233.3	%
(Loss)/gain on investment and other, net	—		(745		)	3,353			745			-100.0	%	(4,098		)	-122.2	%
Income from continuing operations before income taxes	48,384		44,555			80,555			3,829			8.6	%	(36,000		)	-44.7	%
Income from continuing operations before equity in earnings of affiliates	48,384		44,555			80,555			3,829			8.6	%	(36,000		)	-44.7	%
Equity in earnings/(losses) of affiliates	—		(245		)	755			245			-100.0	%	(1,000		)	-132.5	%
Income from continuing operations	$	48,384	$	44,310		$	81,310		$	4,074		9.2	%	$	(37,000	)	-45.5	%

Operating Revenues

Asset management and processing solutions segment operating revenues were $335.2 million , $329.3 million and $368.5 million for the years ended December 31, 2012 , 2011 and 2010 , respectively, an increase of $6.0 million , or 1.8% , in 2012 compared to 2011 ; and a decrease of $39.3 million , or 10.7% , in 2011 compared to 2010 . Acquisition activity accounted for $8.3 million of the variance in 2011 . For the year ended December 31, 2012 , the increase was due to higher loss mitigation services revenues of $22.3 million from stronger volumes and pricing and higher field services revenues of $7.2 million, partially offset by lower volumes in real estate owned asset management and other default revenues of $12.6 million, lower claims management revenue of $3.4 million, lower other revenues of $3.1 million, lower technology revenues of $2.9 million and lower broker price opinion revenues of $1.5 million. For the year ended December 31, 2011 , excluding acquisition activity, the decrease of $47.6 million was primarily driven by a $27.5 million decline in broker price opinion revenues as two major customers moved to in-source their business and as changing market conditions reduced the demand for our services. Further, the continued slow-down in the processing of delinquent mortgages by servicers and the previously disclosed loss of a technology solutions customer negatively impacted our default services revenues by $15.1 million and other businesses by $16.5 million in 2011 . Revenues for this segment were also impacted negatively by the exit of our second lien outsourcing service line in the first quarter of 2011, which contributed approximately $8.1 million of the decline in revenue in 2011 compared to 2010. These decreases were partially offset by an improvement in revenues of $19.6 million from greater volume, new customer signings and pricing improvements in our field services business.

Cost of Services

Asset management and processing solutions segment cost of services were $230.4 million , $235.6 million and $240.0 million for the years ended December 31, 2012 , 2011 and 2010 , respectively, a decrease of $5.2 million , or 2.2% , in 2012 compared to 2011 ; and a decrease of $4.4 million , or 1.8% , in 2011 compared to 2010 . Acquisition activity accounted for $3.1 million of the variance for the year ended December 31, 2011 . For the year ended December 31, 2012 , the decrease was primarily due to a shift in product mix with higher margin services provided during the year and the impact of lower headcount

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and higher efficiency in connection with our cost-reduction initiatives. For the year ended December 31, 2011 , excluding acquisition activity, the decrease of $7.5 million was due to significantly decreased volumes of services.

Selling, General and Administrative Expenses

Asset management and processing solutions segment selling, general and administrative expenses were $44.8 million , $41.1 million and $45.9 million for the years ended December 31, 2012 , 2011 and 2010 , respectively, an increase of $3.7 million , or 8.9% , in 2012 compared to 2011 ; and a decrease of $4.8 million , or 10.5% , in 2011 compared to 2010 . Acquisition activity accounted for $1.2 million of the variance for the year ended December 31, 2011 . For the year ended December 31, 2012 , the increase was primarily due to higher corporate shared service costs of $7.2 million, higher other expenses of $0.7 million, partially offset by lower compensation expenses of $2.5 million and lower marketing expenses of $1.7 million. For the year ended December 31, 2011 , excluding acquisition activity, the decrease of $5.9 million was due to lower professional fees of $2.7 million, lower compensation expenses of $2.4 million, lower corporate shared service costs of $1.8 million, partially offset by higher other expenses of $1.0 million.

Depreciation and Amortization

Asset management and processing solutions segment depreciation and amortization expense were $11.9 million , $7.5 million and $5.4 million for the years ended December 31, 2012 , 2011 and 2010 , respectively, an increase of $4.4 million , or 59.4% , in 2012 compared to 2011 ; and an increase of $2.0 million , or 37.4% , in 2011 compared to 2010 . For the year ended December 31, 2012 , the increase was primarily due to write-offs of certain non-performing assets. Acquisition activity accounted for $1.1 million of the increase for the year ended December 31, 2011 .

(Loss)/Gain on Investments and Other, Net

Asset management and processing solutions segment loss on investments and other was $0.7 million and a gain of $3.4 million for the years ended December 31, 2011 and 2010 , respectively. No gain or loss was recorded for the year ended December 31, 2012 . The 2011 balance reflects the loss incurred on the exit of our second lien outsourcing service line. The 2010 balance primarily represents a gain associated with the acquisition of a controlling interest in an investment that was previously accounted for as an investment in an affiliate.

Equity in Earnings/(Losses) of Affiliates

Asset management and processing solutions segment equity in losses of affiliates was $0.2 million and equity in earnings of affiliates was $0.8 million for the years ended December 31, 2011 and 2010 , respectively. No equity in earnings/(losses) of affiliates was recorded for the year ended December 31, 2012 . Equity in earnings of affiliates is not a significant balance for the asset management and processing solutions segment.

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Corporate



										2012 vs. 2011					2011 vs. 2010
(in thousands, except percentages)	2012			2011			2010			$ Change			% Change		$ Change			% Change
Operating revenue	$	640		$	41,789		$	59,125		$	(41,149	)	-98.5	%	$	(17,336	)	-29.3	%
Cost of services (exclusive of depreciation and amortization below)	—			33,934			44,587			(33,934		)	-100.0	%	(10,653		)	-23.9	%
Selling, general and administrative expenses	83,618			93,213			126,226			(9,595		)	-10.3	%	(33,013		)	-26.2	%
Depreciation and amortization	23,515			19,163			23,676			4,352			22.7	%	(4,513		)	-19.1	%
Total operating expenses	107,133			146,310			194,489			(39,177		)	-26.8	%	(48,179		)	-24.8	%
Operating loss	(106,493		)	(104,521		)	(135,364		)	(1,972		)	1.9	%	30,843			-22.8	%
Total interest expense, net	(50,608		)	(61,034		)	(31,412		)	10,426			-17.1	%	(29,622		)	94.3	%
(Loss)/gain on investment and other, net	(5,267		)	63,090			(13,335		)	(68,357		)	-108.3	%	76,425			-573.1	%
Loss from continuing operations before income taxes	(162,368		)	(102,465		)	(180,111		)	(59,903		)	58.5	%	77,646			-43.1	%
Provision for income taxes	80,396			67,175			30,323			13,221			19.7	%	36,852			121.5	%
Loss from continuing operations before equity in earnings of affiliates	(242,764		)	(169,640		)	(210,434		)	(73,124		)	43.1	%	40,794			-19.4	%
Equity in losses of affiliates	(21,785		)	(18,670		)	(28,308		)	(3,115		)	16.7	%	9,638			-34.0	%
Net loss from continuing operations	$	(264,549	)	$	(188,310	)	$	(238,742	)	$	(76,239	)	40.5	%	$	50,432		-21.1	%

Operating Revenues

Corporate operating revenues were $0.6 million , $41.8 million and $59.1 million for the years ended December 31, 2012 , 2011 and 2010 , respectively. For the years ended December 31, 2012 and 2011 , the decrease in corporate operating revenues was related to the outsourcing of certain IT and business process functions in connection with the sale of CoreLogic Global Services Private Limited ("CoreLogic India"), our India-based back-office operations, to Cognizant in August 2011. We also had an allocation of $3.4 million in purchase accounting reserves to revenue in the first quarter of 2010 .

Cost of Services

Corporate cost of services were $33.9 million and $44.6 million for the years ended December 31, 2011 and 2010 , respectively. There was no cost of services record in corporate for the year ended December 31, 2012 . For the years ended December 31, 2012 and 2011 , the decrease in corporate cost of services is related to the outsourcing of certain IT and business process functions in connection with the sale of CoreLogic India in August 2011.

Selling, General and Administrative Expenses

Corporate selling, general and administrative expenses were $83.6 million , $93.2 million and $126.2 million for the years ended December 31, 2012 , 2011 and 2010 , respectively, a decrease of $9.6 million , or 10.3% , in December 31, 2012 compared to 2011 ; and a decrease of $33.0 million , or 26.2% , in 2011 compared to 2010 . For the year ended December 31, 2012 , the decrease was primarily due to our cost-reduction initiatives which resulted in reduced salaries and benefits of $14.9 million related to corporate workforce reductions and the outsourcing of our technology infrastructure to Dell as part of our TTI in July 2012, lower facility costs of $18.0 million related to our prior year exit from certain leased buildings in Westlake, Texas and decreased professional fees of $23.4 million. During 2011, we incurred significant professional fees associated with the outsourcing of our business process functions and other corporate initiatives. Offsetting these decreases during 2012 were

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lower corporate costs of 23.8 million being allocated to our operating segments, increased services fees of $11.1 million, an early equipment lease termination fee of $3.1 million related to the TTI, a gain of $8.1 million on the sale of a building in Poway, California in 2011 and other expense increases of $0.6 million. For the year ended December 31, 2011 , the decrease was due to reduced compensation-related expenses of $10.1 million, a gain of $8.1 million on the sale of a building in Poway, California and higher corporate cost allocated to our operating segments of $40.7 million. Offsetting these decreases during 2011 were higher salaries of $11.1 million in connection with the transfer of segment level employees effective January 1, 2011 to our new corporate shared service function, a $14.2 million charge related to our exit from certain leased buildings in Westlake, Texas and other expense increases of $0.6 million.

Depreciation and Amortization

Corporate group depreciation and amortization expense were $23.5 million , $19.2 million and $23.7 million for the years ended December 31, 2012 , 2011 and 2010 , respectively, an increase of $4.4 million , or 22.7% , in 2012 compared to 2011 ; and a decrease of $4.5 million , or 19.1% , in 2011 compared to 2010 . The 2012 increase related to accelerated depreciation of technology infrastructure assets as part of our TTI. The 2011 decrease was primarily due to the amortization in the prior year of certain corporate deferred assets with useful lives that have since expired.

Total Interest Expense, net

Net interest expense was $50.6 million , $61.0 million and $31.4 million for the years ended December 31, 2012 , 2011 and 2010 , respectively, a decrease of $10.4 million , or 17.1% , in 2012 compared to 2011 ; and an increase of $29.6 million , or 94.3% , in 2011 compared to 2010 . For the year ended December 31, 2012 , the decrease was due to the expensing of deferred financing costs of $10.2 million in the prior year in connection with the refinancing of our new credit facility. For the year ended December 31, 2011 , the increase was primarily due to higher average outstanding debt balances as a result of new credit facilities and the issuance of $400 million of our senior unsecured notes in May 2011. In addition, deferred financing costs in the amount of $10.2 million associated with our prior credit facility were expensed in the second quarter of 2011.

(Loss)/Gain on Investments and Other, Net

Loss on investments and other, net was $5.3 million and $13.3 million for the years ended December 31, 2012 and 2010 , respectively, and a gain on investment and other, net of $63.1 million for the year ended December 31, 2011 , a variance of $68.4 million , or 108.3% , in 2012 compared to 2011 ; and a variance of $76.4 million , or 573.1% , in 2011 compared to 2010 . For the year ended December 31, 2012 , the variance was primarily due to an impairment loss of $7.5 million on land held for investment and a gain in the prior year of $58.9 million upon step-up of our initial investment in RP Data to fair value following our acquisition of the remaining outstanding shares in May 2011. For the year ended December 31, 2011 , the variance is primarily due to a gain of $58.9 million upon step-up of our initial investment in RP Data to fair value following our acquisition of the remaining outstanding shares in May 2011 and an impairment loss of $14.5 million on an investment in 2010.

Equity in Losses of Affiliates

Equity in losses of affiliates were $21.8 million , $18.7 million and $28.3 million for the years ended December 31, 2012 , 2011 and 2010 , respectively, an increase of $3.1 million , or 16.7% , in 2012 compared to 2011 ; and a decrease of $9.6 million , or 34.0% , in 2011 compared to 2010 . Corporate recognizes the income tax expense on the equity in earnings from our investment in affiliates. The 2012 and 2011 variances are directly correlated to income taxes on the equity in earnings of our affiliates held as investment in our operating segments.

Provision for Income Taxes

Provision for income taxes from continuing operations was $80.4 million , $67.2 million and $30.3 million for the years ended December 31, 2012 , 2011 and 2010 , respectively. Our effective income tax rate was 47.9% for 2012 , 75.0% for 2011 and 71.3% for 2010 . In addition to our normal recurring rate impacting items, such as our state and foreign income taxes, uncertain tax positions, and return to provision items, we have non recurring rate impacting items. During the year ended December, 31, 2012, we recorded out of period adjustments primarily for periods prior to 2010. We also increased our valuation allowance on federal and state capital loss carryovers, state net operating loss carryovers, and foreign deferred tax assets and net operating loss carryovers principally as a result of valuation allowances provided on a foreign subsidiary. For the year ended December 31, 2011, we had a reversal of deferred taxes related to our interest in Dorado when it was held as an equity method investment and excess tax gain on the sale of CoreLogic India. For the year ended December 31, 2010, we had

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non-deductible transaction costs incurred in connection with the Separation and the taxes associated with the restructuring of our India subsidiary.

Liquidity and Capital Resources

Cash and cash equivalents totaled $148.9 million and $259.3 million as of December 31, 2012 and 2011 , respectively; a decrease of $110.4 million compared to 2011 and a decrease of $166.9 million compared to 2010 .

We hold our cash balances inside and outside of the U.S. Our cash balances held outside of the U.S. are primarily related to our international operations. At December 31, 2012 , we held $34.1 million in foreign jurisdictions. Most of the amounts held outside of the U.S. could be repatriated to the U.S. but, under current law, would be subject to U.S. federal income taxes, less applicable foreign tax credits. We plan to maintain significant cash balances outside the U.S. for the foreseeable future.

Restricted cash of $22.1 million and $22.0 million at December 31, 2012 and 2011 , respectively, represents cash pledged for various letters of credit secured by the Company.

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 $363.1 million , $160.9 million and $206.2 million for the years ended December 31, 2012 , 2011 and 2010 , respectively. Cash provided by discontinued operating activities was approximately $0.8 million and $42.0 million for the years ended December 31, 2012 and 2010 , respectively, and cash used in by discontinued operating activities was $10.7 million for the year ended December 31, 2011 . The increase in cash provided by operating activities in 2012 compared to 2011 was primarily due to higher profitability levels in the current period, higher dividends received from investments in affiliates and timing of payments for accounts payable and accrued expenses. The decrease in cash provided by continuing operating activities in 2011 compared to 2010 was primarily due to lower profitability levels and declining dividends from our investments in affiliates experienced in 2011.

Investing Activities. Total cash used in investing activities consists primarily of capital expenditures, acquisitions and dispositions. Cash used in investing activities was approximately $146.9 million , and $188.0 million for the years ended December 31, 2012 and 2011 , respectively. Cash provided by investing activities was $61.2 million for the year ended 2010 . Cash used in discontinued investing activities was approximately $4.1 million , $4.5 million , and $82.7 million for the years ended December 31, 2012 , 2011 and 2010 , respectively.

Cash used in investing activities during 2012 was primarily related to investments in property and equipment and capitalized data of $52.6 million and $31.9 million , respectively, and the acquisition of CDS for $78.8 million in December, 2012; partially offset by net proceeds of $10.0 million from the sale of subsidiaries, proceeds of $8.0 million from the sale of our investment in Lone Wolf Real Estate Technologies and proceeds from the sale of property and equipment of $1.9 million .

Cash used in investing activities during 2011 was primarily related to greater acquisition activity in 2011 including the acquisition of Dorado Network Systems Corporation for $31.6 million in cash in March 2011, the investment in STARS for $20.0 million in cash in March 2011, $157.2 million used to acquire the remaining interest in RP Data in May 2011 and the acquisition of Tarasoft Corporation in September 2011 for $30.3 million . The use of cash was partially offset by proceeds from the sale of our investments of $74.6 million , primarily DealerTrack Holdings Inc., our sale of CoreLogic India for net proceeds of $28.1 million after working capital adjustments, and the sale of certain land and buildings located in Poway, California for $25.0 million . In addition, we invested cash for property and equipment and capitalized data of $45.2 million and $27.0 million , respectively. The 2011 increase in cash used in investing activities compared to 2010 was primarily due to proceeds from sale of discontinued operations of $265.0 million in 2010 , which did not recur in 2011 and cash paid for 2011 acquisitions.

For the year ending December 31, 2013 , the Company anticipates investing between $80 million and $90 million in capital expenditures for property and equipment, and capitalized data. Capital expenditures are expected to be funded by existing cash balances, cash generated from operations or additional borrowings.

Financing Activities. Total cash used in financing activities was approximately $332.4 million , $149.9 million and $311.9 million for the years ended December 31, 2012 , 2011 and 2010 , respectively. Cash used in discontinued financing activities was $0.1 million for the year ended December 31, 2012 and cash provided by discontinued financing activities was approximately $0.1 million , and $29.1 million for the years ended December 31, 2011 and 2010 , respectively.

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Net cash used in financing activities during 2012 was primarily comprised of repayment of long-term debt of $166.7 million and share repurchases of $226.6 million , partially offset by proceeds from issuance of stock related to stock options and employee benefit plans of $13.5 million and proceeds from issuance of long-term debt of $50.0 million to replace our A$50.0 million borrowed under the multicurrency revolving sub-facility.

For the year ended December 31, 2011 , we repurchased $176.5 million of our common stock and purchased the remaining noncontrolling interest in CoreLogic Information Solutions Holdings, Inc. for $72.0 million in February 2011. In May 2011, we issued $400.0 million aggregate principal amount of senior notes in a private placement and entered into a credit agreement which provides for a $350.0 million five-year term loan facility and a $550.0 million five-year revolving credit facility (which includes a $100.0 million multicurrency 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 loan facility and revolving facility commitments provided that the total credit exposure thereunder does not exceed $1.4 billion in the aggregate. Proceeds from the aforementioned senior notes and credit agreement were partially used to repay interest-bearing acquisition notes, and to repay the previous revolving line of credit and term loan facility. Proceeds from these financing activities for the year ended December 31, 2011 were $858.2 million and repayments were $733.4 million for the year ended December 31, 2011 . Net cash used in continuing financing activities was lower primarily due to lower purchases of redeemable noncontrolling interest of $313.8 million , partially offset by higher levels of share repurchases relative to 2010.

Financing and Financing Capacity

We had total debt outstanding of $792.4 million and $908.3 million as of December 31, 2012 and 2011 , respectively. Our significant debt instruments are described below.

Senior Notes

On May 20, 2011, we issued $400.0 million aggregate principal amount of 7.25% senior notes due 2021 (the "Notes"). The Notes are guaranteed on a senior unsecured basis by each of our existing and future direct and indirect subsidiaries that guarantee our Credit Agreement. The Notes bear interest at 7.25% per annum and mature on June 1, 2021. Interest is payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2011.

The Notes are our senior unsecured obligations and: (i) rank equally with any of our existing and future senior unsecured indebtedness; (ii) rank senior to all our existing and future subordinated indebtedness; (iii) are subordinated to any of our secured indebtedness (including indebtedness under our credit facility) to the extent of the value of the assets securing such indebtedness; and (iv) are structurally subordinated to all of the existing and future liabilities (including trade payables) of each of our subsidiaries that do not guarantee the Notes. The guarantees will: (i) rank equally with any existing and future senior unsecured indebtedness of the guarantors; (ii) rank senior to all existing and future subordinated indebtedness of the guarantors; and (iii) are subordinated in right of payment to any secured indebtedness of the guarantors (including the guarantee of our credit facility) to the extent of the value of the assets securing such indebtedness.

The Notes are redeemable by us, in whole or in part on or after June 1, 2016 at a price up to 103.63% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to the applicable redemption date, subject to other limitations. We may also redeem up to 35.00% of the original aggregate principal amount of the Notes at any time prior to June 1, 2014 with the proceeds from certain equity offerings at a price equal to 107.25% of the aggregate principal amount of the Notes, together with accrued and unpaid interest, if any, to the applicable redemption date, subject to certain other limitations. We may also redeem some or all of the Notes before June 1, 2016 at a redemption price equal to 100.00% of the aggregate principal amount of the Notes, plus a "make-whole premium," plus accrued and unpaid interest, if any, to the redemption date.

Upon the occurrence of specific kinds of change of control events, holders of the Notes have the right to cause us to purchase some or all of the Notes at 101.00% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase.

The indenture governing the Notes contains restrictive covenants that limit, among other things, our ability and that of our restricted subsidiaries to incur additional indebtedness or issue certain preferred equity, pay dividends or make other distributions or other restricted payments, make certain investments, create restrictions on distributions from restricted subsidiaries, create liens on properties and certain assets to secure debt, sell certain assets, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets, enter into certain transactions with affiliates and designate our subsidiaries as unrestricted subsidiaries. The indenture also contains customary events of default, including upon the failure to make timely payments on the Notes or other material indebtedness, the failure to satisfy certain covenants and specified events of

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bankruptcy and insolvency. If we have a significant increase in our outstanding debt or if our EBITDA decreases significantly, we may be unable to incur additional amounts of indebtedness, and the holders of the notes may be unwilling to permit us to amend the restrictive covenants to provide additional flexibility. In addition, the indenture contains a financial covenant for the incurrence of additional indebtedness that requires that the interest coverage ratio be at least 2.00 to 1.00 on a pro forma basis after giving effect to any new indebtedness. There are carve-outs that permit us to incur certain indebtedness notwithstanding satisfaction of this ratio, but they are limited. Based on our EBITDA and interest charges as of December 31, 2012 , we would be able to incur additional indebtedness without breaching the limitation on indebtedness covenant contained in the indenture

and we are in compliance with all of our covenants under the indenture.

Credit Agreement

On May 23, 2011, the Company, CoreLogic Australia Pty Limited and the guarantors named therein entered into a senior secured credit facility agreement (the "Credit Agreement") with Bank of America, N.A. as administrative agent and other financial institutions. The Credit Agreement provides for a $350.0 million five-year term loan facility (the "Term Facility") and a $550.0 million revolving credit facility (the "Revolving Facility"). The Revolving Facility includes a $100.0 million multicurrency revolving sub-facility and a $50.0 million letter of credit sub-facility. As of December 31, 2011 , A$50.0 million , or $51.0 million , was outstanding under the multicurrency revolving sub-facility related to our acquisition of RP Data . As of December 31, 2012 , we replaced our A$50.0 million under the multicurrency revolving sub-facility through our domestic revolving sub-facility. The Credit Agreement also provides for the ability to increase the Term Facility and Revolving Facility commitments provided that the total credit exposure under the Credit Agreement does not exceed $1.4 billion in the aggregate.

The loans under the Credit Agreement bear interest, at our election, at (i) the Alternate Base Rate (as defined in the Credit Agreement) plus the Applicable Rate (as defined in the Credit Agreement) or (ii) the London interbank offering rate for Eurocurrency borrowings, or the LIBO Rate, adjusted for statutory reserves, or the Adjusted LIBO Rate plus the Applicable Rate. The initial Applicable Rate for Alternate Base Rate borrowings is 1.00% and for Adjusted LIBO Rate borrowings is 2.00% . Starting with the full fiscal quarter after the closing date, the Applicable Rate will vary depending on our leverage ratio. The minimum Applicable Rate for Alternate Base Rate borrowings will be 0.75% and the maximum will be 1.75% . The minimum Applicable Rate for Adjusted LIBO Rate borrowings will be 1.75% and the maximum will be 2.75% . The Credit Agreement also requires us to pay commitment fees for the unused portion of the Revolving Facility, which will be a minimum of 0.30% and a maximum of 0.50% , depending on our leverage ratio.

The Company's and the guarantors' senior secured obligations under the Credit Agreement are collateralized by a lien on substantially all of our and the guarantors' personal property assets and mortgages or deeds of trust on our and the guarantors' real property with a fair market value of $10.0 million or more (collectively, the "Collateral") and rank senior to any of our and the guarantors' unsecured indebtedness (including the Notes) to the extent of the value of the Collateral.

The Credit Agreement provides that loans under the Term Facility shall be repaid in quarterly installments, commencing on September 30, 2011 and continuing on each three-month anniversary thereafter until and including March 31, 2016 in an amount equal to $4.4 million on each repayment date from September 30, 2011 through June 30, 2013, $8.8 million on each repayment date from September 30, 2013 through June 30, 2014 and $13.1 million on each repayment date from September 30, 2014 through March 31, 2016. For the year ended December 31, 2012 , we paid $61.3 million of outstanding indebtedness under the Term Facility of which $43.8 million was a prepayment. This prepayment was applied to the most current portion of the term loan amortization schedule. The outstanding balance of the term loan will be due on the fifth anniversary of the closing date of the Credit Agreement. The Term Facility is also subject to prepayment from (i) the net cash proceeds of certain debt incurred or issued by us and the guarantors and (ii) the net cash proceeds received by us or the guarantors from certain asset sales and recovery events, subject to certain reinvestment rights.

The Credit Agreement contains financial maintenance covenants, including a (i) maximum total leverage ratio not to exceed 4.25 to 1.00 (stepped down to 4.00 to 1.00 starting in the fourth quarter of 2012, with a further step down to 3.50 to 1.00 starting in the fourth quarter of 2013), (ii) a minimum interest coverage ratio of not less than 3.00 to 1.00 , and (iii) a maximum senior secured leverage ratio not to exceed 3.25 to 1.00 (stepped down to 3.00 to 1.00 in the fourth quarter of 2012).

The Credit Agreement also contains restrictive covenants that limit, among other things, our ability and that of our subsidiaries to, incur additional indebtedness or issue certain preferred equity, pay dividends or make other distributions or other restricted payments, make certain investments, create restrictions on distributions from subsidiaries, to enter into sale leaseback transactions, amend the terms of certain other indebtedness, create liens on certain assets to secure debt, sell certain assets, consolidate, merge, sell or otherwise dispose of all or substantially all of our assets and enter into certain transactions with affiliates. The Credit Agreement also contains customary events of default, including upon the failure to make timely payments under the Term Facility and the Revolving Facility or other material indebtedness, the failure to satisfy certain

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covenants, the occurrence of a change of control and specified events of bankruptcy and insolvency. If we have a significant increase in our outstanding debt or if our EBITDA decreases significantly, we may be unable to incur additional amounts of indebtedness, and the lenders under the Credit Agreement may be unwilling to permit us to amend the financial or restrictive covenants described above to provide additional flexibility. At December 31, 2012 , we had borrowing capacity under the revolving lines of credit of $500.0 million , and were in compliance with the financial and restrictive covenants of our Credit Agreement.

Debt Issuance Costs

In connection with issuing the Notes and entering into the Credit Agreement and the related extinguishment of our previously outstanding bank debt, we wrote-off $0.3 million of unamortized debt issuance costs related to our extinguished bank debt facilities to interest expense in the accompanying consolidated statements of operations for the year ended December 31, 2012 . We amortize debt issuance costs to interest expense over the term of the Notes and Credit Agreement, as applicable.

Liquidity and Capital Strategy

We believe that cash flow from operations and current cash balances, together with currently available lines of credit, will be sufficient to meet operating requirements through the next twelve months. Cash available from operations could be affected by any general economic downturn or any decline or adverse changes in the Company's business such as a loss of customers, competitive pressures or other significant change in business environment.

The Company strives to pursue a balanced approach to capital allocation and will consider the repurchase of common shares and the retirement of outstanding debt, and will pursue strategic acquisitions on an opportunistic basis.

Availability of Additional Capital

Our access to additional capital fluctuates as market conditions change. There may be times when the private capital markets and the public debt or equity markets lack sufficient liquidity or when our securities cannot be sold at attractive prices, in which case we would not be able to access capital from these sources. Based on current market conditions and our financial condition (including our ability to satisfy the conditions contained in our debt instruments that are required to be satisfied to permit us to incur additional indebtedness), we believe that we have the ability to effectively access these liquidity sources for new borrowings. However, 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.

Contractual Obligations

A summary, by due date, of our total contractual obligations at December 31, 2012 , is as follows:



(in thousands)	Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years		Total
Operating leases	$	41,583	$	53,224	$	31,577	$	26,196	$	152,580
Long-term debt (1)	102		84,676		256,250		452,645		793,673
Interest payments related to debt (2)	14,342		85,795		69,063		176,503		345,703
Service agreement (3)	62,012		122,087		93,525		—		277,624
Total (4)	$	118,039	$	345,782	$	450,415	$	655,344	$	1,569,580

(1) Includes an acquisition-related note payable of $15.0 million , which is non-interest bearing and discounted to $8.8 million .

(2) Estimated interest payments are calculated assuming current interest rates over minimum maturity periods specified in debt agreements.

(3) Net minimum commitment with Cognizant.

(4) Excludes a net tax liability of $8.5 million related to uncertain tax positions and deferred compensation of $32.2 million due to uncertainty of payment period.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

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Our primary exposure to market risk relates to interest-rate risk associated with certain financial instruments. As of December 31, 2012 , we had approximately $792.4 million in long-term debt outstanding, of which approximately $330.0 million was variable interest rate debt. We have entered into interest rate swaps, which converted the interest rate exposure on $185.0 million of our floating rate debt from variable to fixed rate as of December 31, 2012 . A hypothetical 1% increase or decrease in interest rates would have resulted in an approximately $1.1 million change to interest expense for the year ended December 31, 2012 .

We are also subject to equity price risk related to our equity securities portfolio. At December 31, 2012 , we had equity securities with a cost and fair value of $22.2 million .

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.

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Item 8. Financial Statements and Supplementary Data

We have one significant equity method investment. The summary results of our significant equity method investment are disclosed in Note 6 – Investment in Affiliates, Net . The audited financials of our significant subsidiary are included as an exhibit to this Form 10-K.

INDEX



	Page No.
Report of Independent Registered Public Accounting Firm	47
Financial Statements:
Consolidated Balance Sheets	48
Consolidated Statements of Operations	49
Consolidated Statements of Comprehensive (Loss) Income	50
Consolidated Statements of Changes in Stockholders’ Equity	51
Consolidated Statements of Cash Flows	52
Notes to Consolidated Financial Statements	54

Financial Statement Schedule:
Schedule II - Valuation and Qualifying Accounts	107

Financial statement schedules not listed are either omitted because they are not applicable or the required information is shown in the consolidated financial statements or in the notes thereto.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

CoreLogic, Inc.:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of CoreLogic, Inc. and its subsidiaries at December 31, 2012 and December 31, 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Annual Report on Internal Control over Financial Reporting under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Orange County, California

February 22, 2013

CoreLogic, Inc.

Consolidated Balance Sheets

As of December 31, 2012 and 2011



(in thousands, except par value)
Assets	2012			2011
Current assets:
Cash and cash equivalents	$	148,858		$	259,266
Marketable securities	22,168			20,884
Accounts receivable (less allowance for doubtful accounts of $21,643 and $17,365 in 2012 and 2011, respectively)	255,148			213,339
Prepaid expenses and other current assets	50,036			51,659
Income tax receivable	14,084			15,110
Deferred income tax assets, current	98,836			86,518
Due from FAFC, net	—			621
Assets of discontinued operations	794			55,516
Total current assets	589,924			702,913
Property and equipment, net	186,617			214,237
Goodwill, net	1,504,232			1,472,206
Other intangible assets, net	171,584			164,365
Capitalized data and database costs, net	322,289			304,006
Investment in affiliates, net	94,227			113,809
Restricted cash	22,117			22,044
Other assets	138,837			125,120
Total assets	$	3,029,827		$	3,118,700
Liabilities and Equity
Current liabilities:
Accounts payable and accrued expenses	$	157,190		$	122,859
Accrued salaries and benefits	114,165			86,444
Deferred revenue, current	242,282			201,689
Current portion of long-term debt	102			62,268
Liabilities of discontinued operations	3,352			27,399
Total current liabilities	517,091			500,659
Long-term debt, net of current	792,324			846,027
Deferred revenue, net of current	309,418			338,799
Deferred income tax liabilities, long-term	71,361			27,012
Other liabilities	168,687			161,382
Total liabilities	1,858,881			1,873,879

Commitments and contingencies
Equity:
CoreLogic, Inc.'s (CoreLogic) stockholders' equity:
Preferred stock, $0.00001 par value; 500 shares authorized, no shares issued or outstanding	—			—
Common stock, $0.00001 par value; 180,000 shares authorized; 97,698 and 106,544 shares issued and outstanding as of December 31, 2012 and 2011, respectively	1			1
Additional paid-in capital	866,720			1,053,447
Retained earnings	318,094			209,389
Accumulated other comprehensive loss	(15,514		)	(20,316		)
Total CoreLogic stockholders' equity	1,169,301			1,242,521
Noncontrolling interests	1,645			2,300
Total equity	1,170,946			1,244,821
Total liabilities and equity	$	3,029,827		$	3,118,700

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

CoreLogic, Inc.

Consolidated Statements of Operations

For the Years Ended December 31, 2012 , 2011 and 2010



(in thousands, except per share amounts)	2012			2011			2010
Operating revenue	$	1,567,633		$	1,338,547		$	1,280,276
Cost of services (exclusive of depreciation and amortization below)	839,593			749,064			683,883
Selling, general and administrative expenses	372,066			385,252			387,829
Depreciation and amortization	133,714			115,546			94,881
Total operating expenses	1,345,373			1,249,862			1,166,593
Operating income	222,260			88,685			113,683
Interest expense:
Interest income	3,056			4,827			4,269
Interest expense	55,524			63,117			34,494
Total interest expense, net	(52,468		)	(58,290		)	(30,225		)
(Loss)/gain on investments and other, net	(2,516		)	60,005			(10,885		)
Income from continuing operations before equity in earnings of affiliates and income taxes	167,276			90,400			72,573
Provision for income taxes	80,396			67,175			30,323
Income from continuing operations before equity in earnings of affiliates	86,880			23,225			42,250
Equity in earnings of affiliates, net of tax	35,983			30,270			41,641
Net income from continuing operations	122,863			53,495			83,891
Loss from discontinued operations, net of tax	(15,056		)	(127,124		)	(83,536		)
Gain/(loss) from sale of discontinued operations, net of tax	3,841			—			(18,985		)
Net income/(loss)	111,648			(73,629		)	(18,630		)
Less: Net (loss)/income attributable to noncontrolling interests	(645		)	980			37,670
Net income/(loss) attributable to CoreLogic	$	112,293		$	(74,609	)	$	(56,300	)
Amounts attributable to CoreLogic:
Income from continuing operations, net of tax	$	123,508		$	52,515		$	46,221
Loss from discontinued operations, net of tax	(15,056		)	(127,124		)	(83,536		)
Gain/(loss) from sale of discontinued operations, net of tax	3,841			—			(18,985		)
Net income/(loss) attributable to CoreLogic	$	112,293		$	(74,609	)	$	(56,300	)
Basic income/(loss) per share:
Income from continuing operations, net of tax	$	1.20		$	0.48		$	0.41
Loss from discontinued operations, net of tax	(0.15		)	(1.16		)	(0.75		)
Gain/(loss) from sale of discontinued operations, net of tax	0.04			—			(0.17		)
Net income/(loss) attributable to CoreLogic	$	1.09		$	(0.68	)	$	(0.51	)
Diluted income/(loss) per share:
Income from continuing operations, net of tax	$	1.19		$	0.48		$	0.41
Loss from discontinued operations, net of tax	(0.14		)	(1.16		)	(0.74		)
Gain/(loss) from sale of discontinued operations, net of tax	0.04			—			(0.17		)
Net income/(loss) attributable to CoreLogic	$	1.09		$	(0.68	)	$	(0.50	)
Weighted-average common shares outstanding:
Basic	102,913			109,122			111,529
Diluted	104,050			109,712			112,363

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

CoreLogic, Inc.

Consolidated Statements of Comprehensive Income/(Loss)

For the Years Ended December 31, 2012 , 2011 and 2010



(in thousands)	2012			2011			2010
Net income/(loss)	$	111,648		$	(73,629	)	$	(18,630	)
Other comprehensive income/(loss):
Unrealized gain/(loss) on marketable securities, net of tax	742			(1,475		)	2,086
Reclassification adjustments for gains on securities included in net income	—			(14,096		)	—
Unrealized (loss)/gain on interest rate swap, net of tax	(905		)	(5,847		)	2,990
Reclassification adjustments for gains on terminated interest rate swap included in net income	—			(246		)	—
Foreign currency translation adjustments	5,921			(12,612		)	(547		)
Supplemental benefit plans adjustments, net of tax	(956		)	(1,983		)	8,302
Total other comprehensive income/(loss)	4,802			(36,259		)	12,831
Comprehensive income/(loss)	116,450			(109,888		)	(5,799		)
Less: Comprehensive/(loss) income attributable to the noncontrolling interests	(645		)	980			37,653
Comprehensive income/(loss) attributable to CoreLogic	$	117,095		$	(110,868	)	$	(43,452	)

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

CoreLogic, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

For the Years Ended December 31, 2012 , 2011 and 2010



(in thousands)	Common Stock Shares		Common Stock Amount		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests (1)			Total
Balance at January 1, 2010	103,283		$	1	$	1,104,587		$	2,204,921		$	(167,798	)	$	14,962		$	3,156,673
Net loss	—		—		—			(56,300		)	—			(147		)	(56,447		)
Separation distribution of FAFC	—		—		—			(1,828,605		)	163,612			(13,277		)	(1,678,270		)
Purchase of CoreLogic shares	(1,637	)	—		(30,171		)	—			—			—			(30,171		)
Shares and capital issued to FAFC	12,933		—		—			—			—			—			—
Dividends on common shares	—		—		—			(22,657		)	—			—			(22,657		)
Shares issued in connection with share-based compensation	920		—		11,674			—			—			—			11,674
Tax withholdings related to net share settlements of restricted stock units	—		—		(4,677		)	—			—			—			(4,677		)
Share-based compensation	—		—		19,260			—			—			—			19,260
Restricted stock unit dividend equivalents	—		—		323			(323		)	—			—			—
Purchase of subsidiary shares from and other decreases in noncontrolling interests	—		—		(3,266		)	—			—			(3,271		)	(6,537		)
Sale of subsidiary shares to and other increases in noncontrolling interests	—		—		—			—			—			2,363			2,363
Distributions to noncontrolling interests	—		—		—			—			—			(355		)	(355		)
Adjust redeemable noncontrolling interests to redemption value	—		—		11,273			—			—			—			11,273
Tax impact of buy-in of noncontrolling interest	—		—		120,803			—			—			—			120,803
Transfer of other comprehensive income to discontinued operations	—		—		—			—			(6,962		)	—			(6,962		)
Other comprehensive income	—		—		—			—			27,091			2,080			29,171
Balance at December 31, 2010	115,499		$	1	$	1,229,806		$	297,036		$	15,943		$	2,355		$	1,545,141
Net loss/(income)	—		—		—			(74,609		)	—			490			(74,119		)
Shares repurchased and retired	(9,516	)	—		(176,512		)	—			—			—			(176,512		)
Shares issued in connection with share-based compensation	561		—		3,087			—			—			—			3,087
Tax withholdings related to net share settlements of restricted stock units					(2,023		)										(2,023		)
Share-based compensation	—		—		11,821			—			—			—			11,821
Distributions to noncontrolling interests	—		—		—			—			—			(545		)	(545		)
Adjust redeemable noncontrolling interests to redemption value	—		—		(3,800		)	—			—			—			(3,800		)
Income tax indemnification adjustment related to Separation distribution of FAFC	—		—		(8,932		)	—			—			—			(8,932		)
Additional Separation distribution of FAFC	—		—		—			(13,038		)	—			—			(13,038		)
Other comprehensive loss	—		—		—			—			(36,259		)	—			(36,259		)
Balance at December 31, 2011	106,544		$	1	$	1,053,447		$	209,389		$	(20,316	)	$	2,300		$	1,244,821
Net income/(loss)	—		—		—			112,293			—			(645		)	111,648
Shares repurchased and retired	(10,029	)	—		(226,629		)	—			—			—			(226,629		)
Shares issued in connection with share-based compensation	1,183		—		13,497			—			—			—			13,497
Tax withholdings related to net share settlements of restricted stock units	—		—		(3,466		)	—			—			—			(3,466		)
Share-based compensation	—		—		20,939			—			—			—			20,939
Distributions to noncontrolling interests	—		—		—			—			—			(10		)	(10		)
Additional Separation distribution of FAFC	—		—		8,932			(3,588		)	—			—			5,344
Other comprehensive income	—		—		—			—			4,802			—			4,802
Balance at December 31, 2012	97,698		$	1	$	866,720		$	318,094		$	(15,514	)	$	1,645		$	1,170,946

(1) Excludes amounts related to mandatorily redeemable noncontrolling interests included in current liabilities of our consolidated balance sheets.

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

CoreLogic, Inc.

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2012 , 2011 and 2010



(in thousands)	2012			2011			2010
Cash flows from operating activities:
Net income/(loss)	$	111,648		$	(73,629	)	$	(18,630	)
Less: Loss from discontinued operations, net of tax	(15,056		)	(127,124		)	(83,536		)
Less: Gain/(loss) from sale of discontinued operations, net of tax	3,841			—			(18,985		)
Income from continuing operations, net of tax	122,863			53,495			83,891
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:
Depreciation and amortization	133,714			115,546			94,881
Provision for bad debts and claim losses	21,679			25,600			23,096
Share-based compensation	20,809			11,649			13,969
Tax benefit related to stock options	(947		)	(363		)	(3,423		)
Equity in earnings of investee, net of taxes	(35,983		)	(30,270		)	(41,641		)
Loss on sale of property	933			(8,061		)	—
Loss on early extinguishment of debt	326			10,190			—
Deferred income tax	32,604			(16,203		)	(6,149		)
Loss/(gain) on investments and other, net	2,516			(60,005		)	10,885
Change in operating assets and liabilities, net of acquisitions:
Accounts receivable	(37,340		)	(15,893		)	(10,011		)
Prepaid expenses and other assets	2,903			(17,540		)	5,413
Accounts payable and accrued expenses	57,192			(15,810		)	95
Deferred revenue	10,836			(19,273		)	(22,543		)
Due from FAFC	621			(18,718		)	13,278
Income taxes	(15,707		)	86,994			(55,766		)
Dividends received from investments in affiliates	70,666			42,929			64,603
Other assets and other liabilities	(25,386		)	27,325			(6,433		)
Net cash provided by operating activities - continuing operations	362,299			171,592			164,145
Net cash provided by/(used in) operating activities - discontinued operations	820			(10,655		)	42,049
Total cash provided by operating activities	$	363,119		$	160,937		$	206,194
Cash flows from investing activities:
Purchases of property and equipment	$	(52,600	)	$	(45,215	)	$	(52,610	)
Purchases of capitalized data and other intangible assets	(31,880		)	(27,009		)	(24,814		)
Cash paid for acquisitions, net of cash acquired	(78,354		)	(214,215		)	(9,228		)
Cash received from sale of subsidiary, net, including discontinued operations	10,000			28,054			265,000
Purchases of investments	—			(26,898		)	(27,284		)
Proceeds from maturities of debt securities	—			—			371
Proceeds from sale of property and equipment	1,882			25,042			—
Proceeds from sale of investments	8,000			74,621			26,386
Issuance of notes receivable, net	—			—			(12,754		)
Change in restricted cash	86			2,091			(21,095		)
Net cash (used in)/provided by investing activities - continuing operations	(142,866		)	(183,529		)	143,972
Net cash used in investing activities - discontinued operations	(4,066		)	(4,497		)	(82,729		)
Total cash (used in)/provided by investing activities	$	(146,932	)	$	(188,026	)	$	61,243
Cash flows from financing activities:
Purchases of redeemable noncontrolling interests	$	—		$	(72,000	)	$	(385,847	)
Proceeds from long-term debt	50,000			858,154			843,524
Debt issuance costs	—			(22,810		)	(14,776		)
Repayments of long-term debt	(166,715		)	(733,407		)	(713,643		)
Shares repurchased and retired	(226,629		)	(176,512		)	(30,171		)
Proceeds from issuance of stock related to stock options and employee benefit plans	13,497			3,087			11,674
Minimum tax withholding paid on behalf of employees for restricted stock units	(3,466		)	(2,023		)	(4,677		)
Distribution to noncontrolling interests	(10		)	(4,835		)	(27,800		)
Cash dividends	—			—			(22,657		)
Tax benefit related to stock options	947			363			3,423
Net cash used in financing activities - continuing operations	(332,376		)	(149,983		)	(340,950		)
Net cash (used in)/provided by financing activities - discontinued operations	(71		)	71			29,087
Total cash used in by financing activities	$	(332,447	)	$	(149,912	)	$	(311,863	)
Net decrease in cash and cash equivalents	(116,260		)	(177,001		)	(44,426		)
Cash and cash equivalents at beginning of year	259,266			426,212			459,519
Less: Change in cash and cash equivalents of discontinued operations	(3,317		)	(15,081		)	(11,593		)



Plus: Cash swept from/(to) discontinued operations	2,535		(5,026		)	$	(474	)
Cash and cash equivalents at end of year	$	148,858	$	259,266		$	426,212

Supplemental disclosures of cash flow information:
Cash paid for interest	$	51,828	$	57,851		$	37,631
Cash paid for income taxes	$	71,283	$	36,480		$	58,008
Cash refunds from income taxes	$	18,330	$	50,157		$	32,497
Non-cash investing and financing activities:
Distribution of FAFC to stockholders	$	—	$	—		$	1,678,270
Adjustment of carrying value of mandatorily redeemable noncontrolling interest	$	—	$	(3,800	)	$	11,273
Tax impact of buy-in of noncontrolling interest	$	—	$	—		$	120,803
Note payable issued for the acquisition of affiliates	$	—	$	12,700		$	—
Promissory Note due to First American Financial Corporation	$	—	$	—		$	19,900

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

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CoreLogic, Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010

Note 1 - Description of the Company

We are a leading property information, analytics and services provider in the United States and Australia. The markets we serve include real estate and mortgage finance, insurance, capital markets, transportation and government. Our clients rely on our data and predictive decision analytics to help identify and manage growth opportunities, improve performance and mitigate risk. We are also party to several joint ventures that provide products used in connection with loan originations, including title insurance, appraisal services and other settlement services. These joint ventures are reflected as investments in affiliates on our consolidated balance sheets and our share of the income is reflected as equity in earnings of affiliates in our consolidated statement of operations.

We were originally incorporated in California in 1894, and were reincorporated in Delaware on June 1, 2010 immediately following a transaction that spun off our financial services businesses, which we refer to as "the Separation" as more fully described below. Before June 1, 2010, we operated as The First American Corporation (“First American” or “FAC”). In connection with the Separation, we changed our name to CoreLogic, Inc. and began trading on the New York Stock Exchange under the symbol “CLGX.” As used herein, the terms "CoreLogic," the Company," "we," "our" and "us" refer to CoreLogic, Inc. and our consolidated subsidiaries, except where it is clear that the terms mean only CoreLogic, Inc. and not our subsidiaries.

Separation Transaction

On June 1, 2010, we completed the Separation under which we spun off our financial services businesses into a new, publicly-traded, New York Stock Exchange-listed company called First American Financial Corporation (“FAFC”) through a distribution (the “Distribution”) of all of the outstanding shares of FAFC, to the holders of our common shares, par value $1.00 per share, as of May 26, 2010. After the Distribution, we retained the information solutions businesses. See Note 19 - Transactions with FAFC for further discussion.

To effect the Separation, we entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”) that governs the rights and obligations of the Company and FAFC regarding the Distribution. It also governs the on-going relationship between the Company and FAFC subsequent to the completion of the Separation and provides for the allocation of assets and liabilities between FAFC and the Company. In addition, we also entered into a Tax Sharing Agreement (the “Tax Sharing Agreement”) as described in Note 10 – Income Taxes .

While we are a party to the Separation and Distribution Agreement and various other agreements relating to the Separation, we have determined that we have no material continuing involvement in the operations of FAFC. As a result of the Separation, the FAFC businesses are reflected in our consolidated financial statements as discontinued operations for the years ended December 31, 2012, 2011 and 2010 . See Note 18 – Discontinued Operations for additional disclosures.

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CoreLogic, Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010

Note 2 - Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and all controlled subsidiaries. All significant intercompany transactions and balances have been eliminated. Equity investments in which we exercise significant influence, do not control, and are not the primary beneficiary, are accounted for using the equity method. Investments in which we do not exercise significant influence over the investee are accounted for under the cost method.

Out-of-Period Adjustments

In the third quarter of 2012, we identified a tax adjustment of $4.1 million to increase income from discontinued operations in 2012 that originated in 2011 related to the shut-down of our marketing services business. We assessed the materiality of this error on our current and prior period financial statements in accordance with the SEC's Staff Accounting Bulletins (“SAB”) No. 99 and SAB No. 108, and concluded the error was not material to the results of operations or financial condition for the current and prior annual or interim periods. The out-of-period adjustment was recorded in quarter ended September 30, 2012, and it impacted basic and diluted net income by $0.04 per share for the year ended December 31, 2012 and 2011 . See further discussion in Note 18 - Discontinued Operations.

In the fourth quarter of 2012, we identified out-of-period tax adjustments that amounted to $5.6 million that increased our income taxes from continuing operations in 2012, of which $0.5 million relates to errors originating in 2011 and the remaining impacts were for errors originating in periods prior to 2010. We assessed the materiality of these errors on our current and prior period financial statements in accordance with the SEC's SAB No. 99 and SAB No. 108, and concluded the errors were not material to the results of operations or financial condition for the current and prior annual or interim period. The out-of-period adjustments were recorded in the quarter ended December 31, 2012 , and reduced basic and diluted net income per share by $0.05 per share for the year then ended.

Further, we identified an adjustment of $7.3 million to correct deferred taxes acquired with Dorado Network Systems ("Dorado") and RP Data Limited ("RP Data") in March and May 2011, respectively. The adjustment reduced our goodwill by $7.2 million and $0.1 million within data and analytics and mortgage origination services, respectively, as of December 31, 2012 . We assessed the materiality of this error on our current and prior period financial statements in accordance with the SEC's SAB No. 99 and SAB No. 108, and concluded the error was not material to the results of operations or financial condition for the current and prior annual or interim period. The out-of-period adjustment did not impact our consolidated statement of operations for the year ended December 31, 2012 .

Reclassifications and Revisions

Prior to the Separation, we operated primarily as a title insurance company regulated under Article 7 of Regulation S-X and were not subject to the requirements of Article 5 of Regulation S-X. Rule 5-03 of Regulation S-X requires Article 5 companies, such as us, to classify expenses in a functional manner. We have reclassified external cost of revenues, salaries and benefits and other operating expenses into cost of services and selling, general and administrative (“SG&A”) expenses, in our income statement within our annual report on Form 10-K for the years ended December 31, 2012, 2011 and 2010 . The reclassification of these expenses on a functional basis was not material to the financial statements as a whole, as it had no impact on operating revenues, total operating expenses, operating income, net income or earnings per share previously reported. In addition, there was no impact on our balance sheets or statements of cash flows.

The consolidated balance sheet as of December 31, 2011 has been revised to correct the classification of $46.9 million in deferred income tax assets as current assets with a corresponding reduction of $38.3 million , in long-term and deferred income tax assets and a corresponding increase of $8.6 million , in total assets and a $8.6 million increase in long-term to deferred income tax and total liabilities to align with the classification of deferred revenue. Further, we have revised our prior years consolidated statement of cash flows to reflect “Purchases of redeemable noncontrolling interests" as a financing activity rather than an investing activity. The revision resulted in an increase in cash flows from investing activities in 2011 and 2010 of $72.0 million and $385.8 million , respectively, with corresponding decreases in cash flows from financing activities for 2011 and 2010 for the same amounts. We have also corrected the condensed consolidating balance sheet and statement of cash flows included in Note 21 - Guarantor Subsidiaries for the above noted revisions. Also, the 2011 and 2010 condensed consolidating balance sheets and statements of operations included in Note 21 - Guarantor Subsidiaries has been revised to present net intercompany transactions within the parent, guarantor and non-guarantor subsidiaries. In addition, the 2011 and 2010

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CoreLogic, Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010

condensed consolidating financial information in Note 21 - Guarantor Subsidiaries has been revised to correct the presentation of deferred income tax assets and liabilities, intercompany receivables and payables, intercompany revenues and expenses and non-controlling interests. See further discussion in Note 21 - Guarantor Subsidiaries . We assessed the materiality of these errors on our current and prior period financial statements in accordance with the SEC's SAB No. 99 and SAB No. 108, and concluded the errors were not material to the results of operations, cash flows or financial condition for the current and prior annual or interim period.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the financial statements. Actual results could differ from the estimates and assumptions used.

Cash Equivalents

We consider cash equivalents to be all short-term investments that have an initial maturity of 90 days or less and are not restricted.

Accounts Receivable

Accounts receivable are generally due from mortgage originators and servicers, financial institutions and other businesses, government and government-sponsored enterprises located throughout the United States and abroad. Credit is extended based on an evaluation of the customer’s financial condition, and generally, collateral is not required.

The allowance for doubtful accounts for all probable uncollectible receivables is based on a combination of historical data, cash payment trends, specific customer issues, write-off trends, general economic conditions and other factors. These factors are continuously monitored by management to arrive at the estimate for the amount of accounts receivable that may be ultimately uncollectible. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations, we record a specific allowance for doubtful accounts against amounts due to reduce the net recognized receivable to the amount we reasonably believe will be collected. Management believes that the balances for allowance for doubtful accounts at December 31, 2012 and 2011 are reasonably stated.

Marketable Securities

Debt securities are carried at fair value and consist primarily of investments in obligations of various corporations and mortgage-backed securities. Equity securities are carried at fair value and consist primarily of investments in marketable common and preferred stock. We classify our publicly traded debt and equity securities as available-for-sale and carry them at fair value with unrealized gains or losses classified as a component of accumulated other comprehensive income (loss).

Property and Equipment

Property and equipment are recorded at cost. Property and equipment includes computer software acquired or developed for internal use and for use with our products. Software development costs, which include capitalized interest costs and certain payroll-related costs of employees directly associated with developing software, in addition to incremental payments to third parties, are capitalized from the time technological feasibility is established until the software is ready for use.

Accounting guidance requires that we capitalize interest costs incurred and certain payroll-related costs of employees directly associated with developing software in addition to incremental payments to third parties.

Depreciation on buildings and on furniture and equipment is computed using the straight-line method over estimated useful lives of 25 to 40 , and 3 to 10 years, respectively. Capitalized software costs are amortized using the straight-line method over estimated useful lives of 3 to 10 years. Leasehold improvements are amortized over useful lives that are consistent with the lease terms.

Capitalized Data and Database Development Costs, Net

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CoreLogic, Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010

Database development costs represent our cost to develop the proprietary databases of information for customer usage. The costs are capitalized from the time technological feasibility is established until the information is ready for use. These costs are amortized using the straight-line method over estimated useful lives of 7 to 20 years.

The carrying value for the flood data zone certification is $52.9 million as of December 31, 2012 and 2011 . Because properly maintained flood zone databases have indefinite lives and do not diminish in value with the passage of time, no provision has been made for depreciation or amortization. We periodically analyze our assets for impairment. This analysis includes, but is not limited to, the effects of obsolescence, duplication, demand and other economic factors.See further discussion in Note 5 – Capitalized Data and Database Development Costs, Net.

Restricted Cash

Restricted cash is comprised of certificates of deposit that are pledged for various letters of credit secured by the Company. We deem the carrying value to be a reasonable estimate of fair value due to the nature of these instruments.

Purchase Accounting

The purchase method of accounting requires companies to assign values to assets and liabilities acquired based upon their fair values. In most instances there are not readily defined or listed market prices for individual assets and liabilities acquired in connection with a business, including intangible assets. The determination of fair value for assets and liabilities in many instances requires a high degree of estimation. The valuation of intangible assets, in particular, is very subjective. We generally obtain third-party valuations to assist us in estimating fair values. The use of different valuation techniques and assumptions could change the amounts and useful lives assigned to the assets and liabilities acquired, including goodwill and other identifiable intangible assets and related amortization expense.

Goodwill

We perform an annual impairment test for goodwill and other indefinite-lived intangible assets for each reporting unit every fourth quarter. In addition to our annual impairment test, we periodically assess whether events or circumstances have occurred that potentially indicate the carrying amounts of these assets may not be recoverable. In assessing the overall carrying value of our goodwill and other intangibles, we first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Examples of such events or circumstances include the following: cost factors, financial performance, legal and regulatory factors, entity specific events, industry and market factors, macroeconomic conditions and other considerations.

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CoreLogic, Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010

Other Intangible Assets

Our intangible assets consist of covenants not to compete, customer lists, and trade names. Each of these intangible assets is amortized on a straight-line basis over its useful life ranging from 2 to 20 years and is subject to impairment tests on a periodic basis.

Long-Lived Assets

Long-lived assets held and used include investment in affiliates, property and equipment, capitalized software, and other intangible assets. Management uses estimated future cash flows (undiscounted and excluding interest) to measure the recoverability of long-lived assets held and used, at the asset group level, whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable. If the undiscounted cash flow analysis indicates a long-lived asset is not recoverable, the impairment loss recorded is the excess of the carrying amount of the asset over its fair value.

In addition, we carry long-lived assets held for sale at the lower of cost or market as of the date that certain criteria have been met.

Revenue Recognition

We derive our revenues principally from U.S. mortgage originators and servicers with good creditworthiness. Our product and service deliverables are generally comprised of data or other related services. Our revenue arrangements with our customers generally include a work order or written agreement specifying the data products or services to be delivered and related terms of sale including payment amounts and terms. The primary revenue recognition-related judgments we exercise are to determine when all of the following criteria have been met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) our price to the buyer is fixed or determinable; and (4) collectability is reasonably assured.

For products or services where delivery occurs at a point in time, we recognize revenue upon delivery. These products or services include sales of tenancy data and analytics, credit solutions for mortgage and automotive industries, under-banked credit services, flood data and services, real estate owned asset management, claims management, default services, broker price opinions, and field services where we perform property preservation services.

For products or services where delivery occurs over time, we recognize revenue ratably on a subscription basis over the contractual service period once initial delivery has occurred. Generally these service periods range from one to three years. Products or services recognized on a license or subscription basis include information and analytic products, flood database licenses, Realtor solutions, and lending solutions. For certain of our products or services, customers may also pay us upfront set-up fees, which we defer and recognize into revenue over the longer of the contractual term or expected customer relationship period.

Tax service revenues are comprised of periodic loan fees and life-of-loan fees. For periodic loans, we generate monthly fees at a contracted fixed rate for as long as we service the loan. Loans serviced with a one-time, life-of-loan fee are billed once the loan is boarded to our tax servicing system in accordance with a customer tax servicing agreement. Life-of-loan fees are then deferred and recognized ratably over the expected service period. The rates applied to recognize revenues assume a 10 -year contract life and are adjusted to reflect prepayments. We review the tax service contract portfolio quarterly to

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CoreLogic, Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010

determine if there have been changes in contract lives, deferred on-boarding costs, expected service period, and/or changes in the number and/or timing of prepayments. Accordingly, we may adjust the rates to reflect current trends.

Cost of Services

Cost of services represents direct costs incurred in the creation and delivery of our products and services. Cost of services consists primarily of data acquisition and royalty fees; customer service costs, which include: personnel costs to collect, maintain and update our proprietary databases, to develop and maintain software application platforms and to provide consumer and customer call center support; hardware and software expense associated with transaction processing systems; telecommunication and computer network expense; and occupancy costs associated with facilities where these functions are performed by employees.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist primarily of personnel-related costs, direct and indirect selling costs, restructuring costs, corporate costs, fees for professional and consulting services, advertising costs, uncollectible accounts and other costs of administration such as marketing, human resources, finance and administrative roles.

Income Taxes

We account for income taxes under the asset and liability method, whereby we recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as expected benefits of utilizing net operating loss and credit carryforwards. We measure deferred tax assets and liabilities using enacted tax rates we expect to apply in the years in which we expect to recover or settle those temporary differences. We recognize in income the effect of a change in tax rates on deferred tax assets and liabilities in the period that includes the enactment date.

We evaluate the need to establish a valuation allowance based upon expected levels of taxable income, future reversals of existing temporary differences, tax planning strategies, and recent financial operations. We establish a valuation allowance to reduce deferred tax assets to the extent we believe it is more-likely-than-not that some or all of the deferred tax assets will not be realized.

Comprehensive Income/(loss)

Comprehensive income/(loss) includes all changes in equity except those resulting from investments by owners and distributions to owners. Specifically, foreign currency translation adjustments, amounts related to supplemental benefit plans, unrealized gains and losses on interest rate swap transactions and unrealized gains and losses on investment are recorded in other comprehensive income/(loss) .

Share-based Compensation

We measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost is recognized over the period during which an employee is required to provide services in exchange for the award. We used the binomial lattice option-pricing model to estimate the fair value for any options granted after December 31, 2005 through December 31, 2009. For the options granted subsequent to December 31, 2009, we used the Black-Scholes model to estimate the fair value. We utilize the straight-line single option method of attributing the value of stock-based compensation expense unless another expense attribution model is required. As stock-based compensation expense recognized in results of operations is based on awards ultimately expected to vest, stock-based compensation expense has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. We apply the long-form method for determining the pool of windfall tax benefits.

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CoreLogic, Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010

Currently, our primary means of providing stock-based compensation is granting restricted stock units (“RSUs”), performance-based restricted stock units (“PBRSUs”) and stock options. The fair value of any grant is based on the market value of our shares on the date of grant and is generally recognized as compensation expense over the vesting period. Shares granted to certain key employees have graded vesting and have a service and performance requirement and are therefore expensed using the accelerated multiple-option method to record stock-based compensation expense. All other awards have graded vesting and service is the only requirement to vest in the award and are therefore generally expensed using the straight-line single option method to record stock-based compensation expense.

In addition, we have an employee stock purchase plan that allows eligible employees to purchase common stock of the Company at 85.0% of the closing price on the last day of each quarter. We recognize an expense in the amount equal to the discount. The 2001 employee stock purchase plan expired in September 2011. Our 2012 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.

See Note 14 –Share-based Compensation Plans for additional information related to stock options and restricted stock units.

Foreign Currency

The functional currencies of our foreign subsidiaries are their respective local currencies. The financial statements of the foreign subsidiaries are translated into U.S. dollars for consolidation as follows: assets and liabilities at the exchange rate as of the balance sheet date, stockholders’ equity at the historical rates of exchange, and income and expense amounts at average rates prevailing throughout the period. Translation adjustments resulting from the translation of the subsidiaries’ accounts are included in “Accumulated other comprehensive income/(loss),” a separate component of stockholders’ equity. Gains and losses resulting from foreign currency transactions are included within “Other operating expenses” and are not material to the results of operations.

Earnings/(loss) Per Share

Basic earnings/(loss) per share is computed by dividing net income (loss) available to our stockholders by the weighted-average number of common shares outstanding. The computation of diluted earnings per share is similar to the computation of basic earnings per share, except that the weighted-average number of common shares outstanding is increased to include the number of additional common shares that would have been outstanding if dilutive stock options had been exercised and RSUs and PBRSUs were vested. The dilutive effect of stock options and unvested RSUs and PBRSUs is computed using the treasury stock method, which assumes any proceeds that could be obtained upon the exercise of stock options and vesting of RSUs and PBRSUs would be used to purchase shares of common stock at the average market price for the period. The assumed proceeds include the purchase price the grantee pays, the hypothetical windfall tax benefit that we receive upon assumed exercise or vesting and the hypothetical average unrecognized compensation expense for the period. We calculate the assumed proceeds from excess tax benefits based on the “as-if” deferred tax assets calculated under stock-based compensation standards.

Tax Escrow Disbursement Arrangements

We administer tax escrow disbursements as a service to our customers in connection with our tax services business. These deposits are maintained in segregated accounts for the benefit of our customers. These deposits totaled $228.9 million and $593.9 million at December 31, 2012 and 2011 , respectively. Because these deposits are held on behalf of our customers, they are not our funds and, therefore, are not included in the accompanying consolidated balance sheets.

These deposits generally remain in the accounts for a period of two to five business days, and we invest the funds in highly-rated, liquid investments, such as bank deposit products or AAA-rated money market funds. We earn interest income from these investments and bear the risk of any losses. However, we have not historically incurred any investment losses and do not anticipate incurring any future investment losses. As a result, we do not maintain any reserves for losses in value of these investments.

Under our contracts with our customers, 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 customers for all or part of the financial loss they suffer as a result of our act or

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CoreLogic, Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010

omission. We maintained reserves relating to incorrect disposition of assets of $19.4 million and $16.0 million as of December 31, 2012 and 2011 , respectively.

Recent Accounting Pronouncements

In December 2011 and January 2013, the FASB issued updated guidance related to the presentation of offsetting/(netting) assets and liabilities in the financial statements. The guidance requires the disclosure of both gross information and net information on instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. This scope would include derivatives, sale and repurchase agreements and reverse sale and repurchase agreements, and securities borrowing and securities lending arrangements. The updated guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management does not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In May 2011, the FASB issued updated guidance related to fair value measurements and disclosures. The update provides amendments to achieve common fair value measurements and disclosure requirements in GAAP and International Financial Reporting Standards. The amendments in this update explain how to measure fair value. They do not require additional fair value measurements and are not intended to establish valuation standards or affect valuation practices outside of financial reporting. The updated guidance is effective during interim and annual financial reporting periods beginning after December 15, 2011. The adoption of this guidance did not have a material impact on our consolidated financial statements.

Note 3 - Marketable Securities

Our marketable securities consist primarily of investments in preferred stock of $22.2 million and $20.9 million as of December 31, 2012 and 2011 . We classify our marketable securities as available-for-sale and carry them at fair value with unrealized

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CoreLogic, Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010

gains or losses classified as a component of accumulated other comprehensive income. Sales of marketable securities resulted in a realized gain of $0.0 million , $24.9 million and $0.3 million in for the years ended December 31, 2012 , 2011 and 2010 , respectively.

In January 2011, we sold our equity investment in DealerTrack Holdings, Inc., which was classified as available for sale with a carrying value of $51.3 million and a gross unrealized gain in other comprehensive income of $24.2 million , or $14.1 million net of tax, at December 31, 2010 for gross proceeds of $51.9 million and a realized pre-tax gain of $24.9 million .

Note 4 - Property and Equipment, Net

Property and equipment, net as of December 31, 2012 and 2011 consists of the following:



(in thousands)	2012			2011
Land	$	4,000		$	13,204
Buildings	10,780			13,396
Furniture and equipment	89,870			104,081
Capitalized software	470,469			449,990
Leasehold improvements	47,879			42,873
	622,998			623,544
Less accumulated depreciation	(436,381		)	(409,307		)
Property and equipment, net	$	186,617		$	214,237

Depreciation expense for property and equipment was approximately $77.3 million , $63.7 million and $54.8 million for the years ended December 31, 2012 , 2011 and 2010 , respectively. We have reclassified $3.0 million of property and equipment, net, to assets of discontinued operations as of December 31, 2011 . Further, we recognized $8.1 million of gain on sale of property and equipment for the year ended December 31, 2011. See Note 13 - Fair Value of Financial Instruments for further discussion on p roperty and equipment, net measured at fair value on a nonrecurring basis.

Note 5 - Capitalized Data and Database Development Costs, Net

Database development costs for the years ended December 31, 2012 and 2011 are as follows:



(in thousands)	2012			2011
Property data	$	417,565		$	373,333
Flood data	52,916			52,916
Eviction data	15,588			18,267
	486,069			444,516
Less accumulated amortization	(163,780		)	(140,510		)
Capitalized data and database costs, net	$	322,289		$	304,006

Amortization expense relating to capitalized data and database development costs was approximately $27.3 million , $23.2 million and $17.7 million for the years ended December 31, 2012 , 2011 and 2010 , respectively.

Note 6 - Investment in Affiliates, Net

Investment in affiliates, net is accounted for under the equity method of accounting as we are deemed to have significant influence over the affiliate but do not control or have a majority voting interest in the affiliate. The investment is carried at the cost of acquisition, including subsequent capital contributions and loans from us, plus our equity in undistributed earnings or losses since acquisition. We record equity in earnings of affiliates, net of tax. Income tax expense of $22.1 million , $19.2 million and $27.7 million was recorded on those earnings for the years ended December 31, 2012, 2011 and 2010 , respectively. Dividends from equity method investments were $70.7 million , $42.9 million and $64.6 million for the years ended December 31, 2012, 2011 and 2010 , respectively.

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CoreLogic, Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010

One of our subsidiaries owns a 50.1% interest in a joint venture that provides products and services used in connection with loan originations. This investment in an affiliate contributed 73.3% , 86.5% and 90.2% of our total equity in earnings of affiliates, net of tax, for the years ended December 31, 2012, 2011 and 2010 , respectively. Based on the terms and conditions of the joint venture agreement, we have significant influence but do not have control of, or a majority voting interest in, the joint venture. Accordingly, this investment is accounted for under the equity method. Summarized financial information for this investment (assuming a 100% ownership interest) is as follows:



(in thousands)	2012		2011
Balance sheets
Total assets	$	64,960	$	78,104
Total liabilities	$	47,538	$	47,164



(in thousands)	2012		2011		2010
Statements of operations
Total revenues	$	465,227	$	391,500	$	472,646
Expenses and other	377,455		304,444		347,652
Net income attributable to RELS LLC	$	87,772	$	87,056	$	124,994
CLGX equity in earnings of affiliate	$	43,974	$	43,615	$	62,622

In August 2012, we completed the disposition of our remaining 29.8% interest in Lone Wolf Real Estate Technologies, Inc. for $8.0 million . The disposition resulted in a gain of $2.2 million , net for the year ended December 31, 2012 . This gain is included in (loss)/gain on investments and other, net in the accompanying consolidated statements of operations.

In July 2012, we completed our acquisition of RELS Credit, for $3.0 million . We recorded $1.5 million as dividends received from investments in affiliates related to the aforementioned transaction. RELS Credit is included as a component of the mortgage origination services segment. We previously held a 50.1% equity method investment in this entity and as a result of the purchase price paid, we recognized a loss of $1.2 million on our existing investment which is included in gain on investments and other, net in the accompanying consolidated statement of operations for the year ended December 31, 2012 . 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 unobservables. We recorded $3.1 million of customer lists with an estimated average life of 3.0 years. The business combination did not have a material impact on our consolidated financial statements.

In March 2011, we acquired a 50.1% interest in Speedy Title & Appraisal Review Services LLC ("STARS") for $35.0 million , consisting of an initial cash payment of $20.0 million and a note of $15.0 million payable in three installments of $5.0 million , which is non-interest bearing and was discounted to $8.8 million as of December 31, 2012 . See Note 9 - Long-Term Debt . We have recorded $30.8 million of basis difference between the purchase price and our interest in the net assets of STARS, which is comprised of an indefinite-lived component of $9.7 million and a finite-lived component of $21.1 million with an estimated weighted average life of 9.3 years. The basis difference is classified as part of the investment in affiliates. Based on the terms and conditions of the joint venture agreement, we have significant influence but do not have control of, nor a majority voting interest in STARS; thus we account for our investment in STARS under the equity method of accounting.

In March and May 2011, we completed our acquisitions of the remaining interest in Dorado and RP Data Limited, respectively. For Dorado, a loss of $14.5 million was previously recognized in the fourth quarter of 2010 and there was no further gain or loss on the acquisition of the controlling interest in 2011. For RP Data, we recorded an investment gain of approximately $58.9 million during the second quarter of 2011. Prior to our acquisition of these controlling interests, we accounted for our investments in Dorado and RP Data using the equity method. See Note 17 - Acquisitions for more information.

See Note 13 - Fair Value of Financial Instruments for further discussion on investment in affiliates, net measured at fair value on a nonrecurring basis.

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CoreLogic, Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010

Note 7 - Goodwill

A reconciliation of the changes in the carrying amount of goodwill, by operating segment, for the years ended December 31, 2012 and 2011 is as follows:



(in thousands)	Data and Analytics			Mortgage Origination Services			Asset Management and Processing Solutions		Consolidated
Balance at January 1, 2011									—
Goodwill	$	484,907		$	663,097		$	149,409	$	1,297,413
Accumulated impairment losses	(600		)	(6,925		)	—		(7,525		)
Goodwill, net	484,307			656,172			149,409		1,289,888
Acquisitions	172,419			19,664			—		192,083
Translation adjustments	(7,678		)	—					(7,678		)
Other				(2,087		)	—		(2,087		)
Balance at December 31, 2011
Goodwill, net	649,048			673,749			149,409		1,472,206
Acquisitions	33,875			—			—		33,875
Translation adjustments	3,805			—			—		3,805
Spatial reclassification	28,401			(28,401		)	—		—
Post acquisition adjustments	(7,152		)	(114		)	—		(7,266		)
Other	—			1,612			—		1,612
Balance at December 31, 2012
Goodwill, net	$	707,977		$	646,846		$	149,409	$	1,504,232

For the year ended December 31, 2012 , we recorded $33.9 million of goodwill in connection with our acquisition of CDS Business Mapping (“CDS”). For the year ended December 31, 2011 , we recorded $19.7 million of goodwill in connection with our acquisition of the remaining interest in Dorado in March 2011, $154.5 million of goodwill in connection with our acquisition of the remaining interest in RP Data in May 2011 and $17.9 million in connection with our acquisition of Tarasoft Corporation (“Tarasoft”) in September 2011. See Note 17 – Acquisitions for additional disclosures. We have reclassified $17.3 million of goodwill, net, to assets of discontinued operations as of December 31, 2011 . Further, we identified an adjustment of $7.3 million to correct deferred taxes acquired with Dorado and RP Data. The adjustment reduced our goodwill by $7.2 million and $0.1 million within data and analytics and mortgage origination services, respectively, for the year ended December 31, 2012 . See Note 2 - Significant Accounting Policies for additional disclosures.

In connection with our acquisition of CDS, we separated our spatial solutions business line from our mortgage origination services segment and consolidated it with CDS, effectively creating the geospatial solutions business unit within the data and analytics segment. As a result, we revised our reporting for segment disclosure purposes, see Note 20 - Segment Financial Information, and reassessed our reporting units for purposes of evaluating the carrying value of our goodwill. This assessment required us to perform a fourth quarter reassignment of our goodwill to each reporting unit impacted using the relative fair value approach, based on the fair values of the reporting units as of December 31, 2012 . As of December 31, 2012 , our reporting units for goodwill purposes are data and analytics, mortgage origination services and asset management and processing solutions.

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CoreLogic, Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010

Our policy is to perform an annual goodwill impairment test for each reporting unit in the fourth quarter. We performed a qualitative analysis on our reporting units and examined relevant events and circumstances such as: cost factors, financial performance, legal and regulatory factors, entity specific events, industry and market factors, macroeconomic conditions and other considerations. We also considered the reassignment analysis of geospatial solutions' goodwill to each reporting unit impacted using the relative fair value approach. Based on the qualitative analysis performed, we determined that it is more likely than not that goodwill attributable to our reporting units is not impaired as of December 31, 2012. It is reasonably possible that changes in the facts, judgments, assumptions and estimates used in assessing the fair value of the goodwill could cause a reporting unit to become impaired.

Note 8 - Other Identifiable Intangible Assets

Other identifiable intangible assets as of December 31, 2012 and 2011 consist of the following:



	2012							2011
(in thousands)	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Customer lists	$	286,164	$	(137,782	)	$	148,382	$	276,112	$	(132,109	)	$	144,003
Non-compete agreements	9,264		(5,438		)	3,826		7,898		(6,231		)	1,667
Trade names and licenses	27,853		(8,477		)	19,376		24,402		(5,707		)	18,695
	$	323,281	$	(151,697	)	$	171,584	$	308,412	$	(144,047	)	$	164,365

Amortization expense for other identifiable intangible assets was $28.8 million , $28.3 million and $19.7 million for the years ended December 31, 2012, 2011 and 2010 , respectively. We have reclassified $2.6 million of other intangible assets, net, to assets of discontinued operations as of December 31, 2011 . See Note 13 - Fair Value of Financial Instruments for further discussion on o ther identifiable intangible assets measured at fair value on a nonrecurring basis.

Estimated amortization expense for other identifiable intangible assets anticipated for the next five years is as follows:



(in thousands)
2013	$	28,574
2014	21,440
2015	19,518
2016	17,995
2017	17,294
Thereafter	66,763
	$	171,584

Note 9 - Long-Term Debt

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CoreLogic, Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010



(in thousands)		2012		2011
Acquisition-related notes:
	Non-interest bearing acquisition note due in $5.0 million installments March 2014 and 2016	$	8,753	$	13,209
Notes:
	7.25% senior notes due June 2021	393,000		400,000
	5.7% senior debentures due August 2014	825		1,175
	7.55% senior debentures due April 2028	59,645		59,645
	8.5% deferrable interest subordinated notes	—		34,768
Bank debt:
	Revolving line of credit borrowings due March 2016, weighted average interest rate of 1.9% for 2012 and 6.8% for 2011	50,000		51,045
	Term loan facility borrowings through March 2016, weighted average interest rate of 4.0%	280,000		341,250
Other debt:
	Various interest rates with maturities through 2014	203		7,203
Total long-term debt		792,426		908,295
Less current portion of long-term debt		102		62,268
Long-term debt, net of current portion		$	792,324	$	846,027

Senior Notes

On May 20, 2011, CoreLogic, Inc. issued $400.0 million aggregate principal amount of 7.25% senior notes due 2021 (the "Notes"). Separate financial statements for each guarantor subsidiary are not included in this filing because each guarantor subsidiary is 100% owned and the guarantees are full and unconditional, as well as joint and several. There were no significant restrictions on the ability of the parent company or any guarantor subsidiary to obtain funds from its subsidiaries by dividend or loan. The Notes bear interest at 7.25% per annum and mature on June 1, 2021. Interest is payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2011. For the year ended December 31, 2012 , we repurchased $7.0 million of the Notes. As of December 31, 2012 , we were in compliance with all of our covenants under the indenture.

The Notes are senior unsecured obligations and: (i) rank equally with any of our existing and future senior unsecured indebtedness; (ii) rank senior to all our existing and future subordinated indebtedness; (iii) are subordinated to any of our secured indebtedness (including indebtedness under our credit facility) to the extent of the value of the assets securing such indebtedness; and (iv) are structurally subordinated to all of the existing and future liabilities (including trade payables) of each of our subsidiaries that do not guarantee the Notes. The guarantees will: (i) rank equally with any existing and future senior unsecured indebtedness of the guarantors; (ii) rank senior to all existing and future subordinated indebtedness of the guarantors; and (iii) are subordinated in right of payment to any secured indebtedness of the guarantors (including the guarantee of our credit facility) to the extent of the value of the assets securing such indebtedness.

The Notes are redeemable by us, in whole or in part on or after June 1, 2016 at a price up to 103.63% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to the applicable redemption date, subject to other limitations. We may also redeem up to 35.0% of the original aggregate principal amount of the Notes at any time prior to June 1, 2014 with the proceeds from certain equity offerings at a price equal to 107.25% of the aggregate principal amount of the Notes, together with accrued and unpaid interest, if any, to the applicable redemption date, subject to certain other limitations. We may also redeem some or all of the Notes before June 1, 2016 at a redemption price equal to 100.0% of the aggregate principal amount of the Notes, plus a "make-whole premium," plus accrued and unpaid interest, if any, to the redemption date.

Upon the occurrence of specific kinds of change of control events, holders of the Notes have the right to cause us to purchase some or all of the Notes at 101.0% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase.

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CoreLogic, Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010

distributions or other restricted payments, make certain investments, create restrictions on distributions from restricted subsidiaries, create liens on properties and certain assets to secure debt, sell certain assets, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets, enter into certain transactions with affiliates and designate our subsidiaries as unrestricted subsidiaries. The indenture also contains customary events of default, including upon the failure to make timely payments on the Notes or other material indebtedness, the failure to satisfy certain covenants and specified events of bankruptcy and insolvency. If we have a significant increase in our outstanding debt or if our EBITDA decreases significantly, we may be unable to incur additional amounts of indebtedness, and the holders of the notes may be unwilling to permit us to amend the restrictive covenants to provide additional flexibility. In addition, the indenture contains a financial covenant for the incurrence of additional indebtedness that requires that the interest coverage ratio be at least 2.00 to 1.00 on a pro forma basis after giving effect to any new indebtedness. There are carve-outs that permit us to incur certain indebtedness notwithstanding satisfaction of this ratio, but they are limited. Based on our EBITDA and interest charges as of December 31, 2012 , we would be able to incur additional indebtedness without breaching the limitation on indebtedness covenant contained in the indenture and we are in compliance with all of our covenants under the indenture.

Credit Agreement

On May 23, 2011, the Company, CoreLogic Australia Pty Limited and the guarantors entered into a senior secured credit facility agreement (the "Credit Agreement") with Bank of America, N.A. as administrative agent and other financial institutions. The Credit Agreement provides for a $350.0 million five -year term loan facility (the "Term Facility") and a $550.0 million revolving credit facility (the "Revolving Facility"). The Revolving Facility includes a $100.0 million multicurrency revolving sub-facility and a $50.0 million letter of credit sub-facility. As of December 31, 2011 , A$50.0 million , or $51.0 million , was outstanding under the multicurrency revolving sub-facility related to our acquisition of RP Data. As of December 31, 2012 , we replaced our A$50.0 million under the multicurrency revolving sub-facility through our domestic revolving sub-facility. The Credit Agreement also provides for the ability to increase the Term Facility and Revolving Facility commitments provided that the total credit exposure under the Credit Agreement does not exceed $1.4 billion in the aggregate.

The obligations under the Credit Agreement are our and the guarantors' senior secured obligations, collateralized by a lien on substantially all of our and the guarantors' personal property assets and mortgages or deeds of trust on our and the guarantors' real property with a fair market value of $10.0 million or more (collectively, the "Collateral") and rank senior to any of our and the guarantors' unsecured indebtedness (including the Notes) to the extent of the value of the Collateral.

The Credit Agreement provides that loans under the Term Facility shall be repaid in quarterly installments, commencing on September 30, 2011 and continuing on each three-month anniversary thereafter until and including March 31, 2016 in an amount equal to $4.4 million on each repayment date from September 30, 2011 through June 30, 2013, $8.8 million on each repayment date from September 30, 2013 through June 30, 2014 and $13.1 million on each repayment date from September 30, 2014 through March 31, 2016. For the year ended December 31, 2012 , we paid $61.3 million of outstanding indebtedness under the Term Facility of which $43.8 million was a prepayment. This prepayment was applied to the most current portion of the term loan amortization schedule. The outstanding balance of the term loan will be due on the fifth anniversary of the closing date of the Credit Agreement. The Term Facility is also subject to prepayment from (i) the net cash proceeds of certain debt incurred or issued by us and the guarantors and (ii) the net cash proceeds received by us or the guarantors from certain assets sales and recovery events, subject to certain reinvestment rights.

The Credit Agreement contains financial maintenance covenants, including a (i) maximum total leverage ratio not to exceed 4.25 to 1.00 (stepped down to 4.00 to 1.00 starting in the fourth quarter of 2012, with a further step down to 3.50 to 1.00 starting in the fourth quarter of 2013), (ii) a minimum interest coverage ratio of note less than 3.00 to 1.00 , and (iii) a maximum senior secured leverage ratio not to exceed 3.25 to 1.00 (stepped down to 3.00 to 1.00 in the fourth quarter of 2012).

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CoreLogic, Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010

The Credit Agreement also contains restrictive covenants that limit, among other things, our ability and that of our subsidiaries, to incur additional indebtedness or issue certain preferred equity, pay dividends or make other distributions or other restricted payments, make certain investments, create restrictions on distributions from subsidiaries, to enter into sale leaseback transactions, amend the terms of certain other indebtedness, create liens on certain assets to secure debt, sell certain assets, consolidate, merge, sell or otherwise dispose of all or substantially all of our assets and enter into certain transactions with affiliates. The Credit Agreement also contains customary events of default, including upon the failure to make timely payments under the Term Facility and the Revolving Facility or other material indebtedness, the failure to satisfy certain covenants, the occurrence of a change of control and specified events of bankruptcy and insolvency. If we have a significant increase in our outstanding debt or if our earnings decrease significantly, we may be unable to incur additional amounts of indebtedness, and the lenders under the Credit Agreement may be unwilling to permit us to amend the financial or restrictive covenants described above to provide additional flexibility. At December 31, 2012 , we had borrowing capacity under the revolving lines of credit of $500.0 million , and were in compliance with the financial and restrictive covenants of our loan agreements. As of December 31, 2012 and 2011 , we have recorded $4.1 million and $4.4 million , respectively, of accrued interest expense.

Acquisition-Related Notes

In March 2011, we entered into a settlement services joint venture called STARS as described in Note 6 - Investments in Affiliates, Net . Our initial investment in STARS was $20.0 million and we also issued a note payable for an additional $15.0 million of consideration payable in three equal installments of $5.0 million . The remaining note payable is for $10.0 million and is non-interest bearing and was discounted to $8.8 million as of December 31, 2012 .

Debt Issuance Costs

For the year ended December 31, 2012 , debt prepayments resulted in $0.3 million of incremental interest expense in the accompanying consolidated statements of income due to the write-off of unamortized debt issuance costs. In connection with issuing the Notes and entering into the Credit Agreement and the related extinguishment of our previously outstanding bank debt, we wrote-off $10.2 million of unamortized debt issuance costs related to our extinguished bank debt facilities to interest expense in the accompanying consolidated statements of income for the year ended December 31, 2011 . In addition, we capitalized $0.0 million of debt issuance costs relating to the issuance of the Notes and Credit Agreement, included in other assets in the accompanying balance sheet as of December 31, 2011, and will amortize these costs to interest expense over the term of the Notes and Credit Agreement, as applicable.

Interest Rate Swaps

In June 2011, we entered into amortizing interest rate swap transactions (“Swaps”) that have a termination date of May 2016. The Swaps are for an initial balance of $200.0 million , with a fixed interest rate of 1.73% and amortize quarterly by $2.5 million through September 30, 2013, $5.0 million from October 1, 2013 through September 30, 2014 and $7.5 million from October 1, 2014 through May 16, 2016, with a notional amount of $107.5 million . Previous swaps entered into in October 2010 of $348.3 million were terminated with a realized gain of $0.4 million for the year ended December 31, 2011 upon full repayment of the underlying debt.

We entered into the Swaps in order to convert a portion of our interest rate exposure on the Term Facility floating rate borrowings from variable to fixed. We have designated the Swaps as cash flow hedges. The estimated fair value of these cash flow hedges resulted in a liability of $6.5 million at December 31, 2012 and a liability of $5.1 million at December 31, 2011 , which is included in the accompanying consolidated balance sheets as a component of other liabilities.

For the years ended December 31, 2012 and 2011 , unrealized loss of $0.9 million (net of $0.6 million in deferred taxes) and unrealized gain of $5.8 million (net of $3.7 million in deferred taxes), respectively, were recognized in other comprehensive loss related to these Swaps.

The aggregate annual maturities for long-term debt are as follows:

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CoreLogic, Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010



(in thousands)
Year ending December 31,
2013	$	102
2014	32,176
2015	52,500
2016	256,250
2017	—
Thereafter	452,645
Total (1)	$	793,673


(1)	Includes the acquisition related remaining note payable of $10.0 million , which is non-interest and discounted to $8.8 million as of December 31, 2012 .

Note 10 - Income Taxes

Income before income taxes from continuing operations is as follows for years ended December 31, 2012, 2011 and 2010 :



	2012			2011			2010
	Continuing Operations Attributable to CoreLogic		Equity In Earnings of Affiliates	Continuing Operations Attributable to CoreLogic		Equity In Earnings of Affiliates	Continuing Operations Attributable to CoreLogic	Equity In Earnings of Affiliates
United States	169,996		56,928	91,168		49,180	29,702	69,383
Foreign	(2,075	)	1,153	(1,748	)	315	12,812	—
Total	167,921		58,081	89,420		49,495	42,514	69,383

For the year ended December 31, 2010 income on continuing operations attributable to Corelogic includes income of certain incorporated noncontrolling interests.

Provision for Income Taxes

The provision/(benefit) for taxes consists of the following for the years ended December 31, 2012, 2011 and 2010 :



(in thousands)	2012					2011					2010
	Continuing Operations Attributable to CoreLogic			Equity In Earnings of Affiliates		Continuing Operations Attributable to CoreLogic			Equity In Earnings of Affiliates		Continuing Operations Attributable to CoreLogic			Equity In Earnings of Affiliates
Current:
Federal	$	39,683		$	18,929	$	50,105		$	16,180	$	11,297		$	22,422
State	7,823			2,846		9,464			2,951		14,431			5,320
Foreign	(3,358		)	323		13,670			94		634			—
	44,148			22,098		73,239			19,225		26,362			27,742
Deferred:
Federal	24,111			—		(1,799		)	—		11,446			—
State	2,442			—		(267		)	—		(4,576		)	—
Foreign	9,695			—		(3,998		)	—		(2,909		)	—
	36,248			—		(6,064		)	—		3,961			—
Total Income Tax Provision/(Benefit)	$	80,396		$	22,098	$	67,175		$	19,225	$	30,323		$	27,742

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CoreLogic, Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010

A reconciliation of the provision for taxes based on the federal statutory income tax rate on income from continuing operations to our effective income tax rate is as follows for years ended December 31, 2012, 2011 and 2010 :



(in thousands)	2012				2011				2010
	Continuing Operations Attributable to CoreLogic		Equity In Earnings of Affiliates		Continuing Operations Attributable to CoreLogic		Equity In Earnings of Affiliates		Continuing Operations Attributable to CoreLogic		Equity In Earnings of Affiliates
Federal statutory income tax rate	35.0	%	35.0	%	35.0	%	35.0	%	35.0	%	35.0	%
State taxes, net of federal benefit	5.3	%	3.2	%	6.7	%	3.9	%	15.1	%	5.0	%
Foreign taxes (less than) in excess of federal rate	3.7	%	(0.1	)%	(0.5	)%	—	%	(2.6	)%	—	%
Non-deductible expenses, including Separation-related	0.2	%	—	%	0.7	%	—	%	15.1	%	—	%
Gain on disposition of subsidiary	—	%	—	%	12.7	%	—	%	—	%	—	%
Change from investee to subsidiary	—	%	—	%	13.7	%	—	%	—	%	—	%
Change in uncertain tax positions	0.1	%	—	%	5.1	%	—	%	3.2	%	—	%
Other items, net	3.6	%	—	%	1.6	%	—	%	5.5	%	—	%
Effective Income Tax Rate	47.9	%	38.1	%	75.0	%	38.9	%	71.3	%	40.0	%

Included in our 2012 other items was a one time charge of approximately $5.6 million related to out of period adjustments primarily for periods prior to 2010 as described in Note 2 - Significant Accounting Policies .

As of December 31, 2012 , we had an estimated $9.2 million of undistributed earnings from foreign subsidiaries that are intended to be indefinitely reinvested in foreign operations. No incremental United States tax has been provided for these earnings. If in the future these earnings are repatriated to the U.S., or if we determine that the earnings will be remitted in the foreseeable future, additional tax provisions may be required. It is not practicable to calculate the deferred taxes associated with those earnings because of the variability of multiple factors that would need to be assessed at the time of assumed repatriation; however foreign tax credits may be available to reduce federal income taxes in the event of distribution.

Deferred Tax Assets and Liabilities

Deferred income taxes arise from temporary differences between financial reporting and tax reporting bases of assets and liabilities, and operating loss and tax credit carryforwards for tax purposes. The components of the deferred income tax assets and liabilities as of December 31, 2012 and 2011 are as follows:

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CoreLogic, Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010



(in thousands)	2012			2011
Deferred tax assets:
Federal net operating loss capital loss and credit carryforwards	$	45,259		$	65,168
Deferred revenue	114,770			137,688
Bad debt reserves	8,483			7,119
Employee benefits	47,479			43,684
Accrued expenses and loss reserves	35,303			29,384
Other	9,877			2,519
Less: valuation allowance	(30,955		)	(29,389		)
	230,216			256,173
Deferred tax liabilities:
Depreciable and amortizable assets	182,283			186,260
Investment in affiliates	20,457			10,407
	202,740			196,667
Net deferred tax asset/(liability)	$	27,476		$	59,506

As of December 31, 2012 , we had available federal, state and foreign net operating losses ("NOL") of $63.2 million , $108.6 million and $25.2 million , respectively. The federal NOLs begin to expire in 2017 and the state NOLs begin to expire in 2013. Of the foreign NOLs, $13.0 million have an indefinite expiration and the remainder begin to expire in 2014. As of December 31, 2012 we had available federal capital losses of $25.8 million expiring in 2017. As of December 31, 2012 we had available state capital losses of $111.2 million expiring at various times beginning in 2015. Our change in cumulative net operating loss and credit carryforwards was primarily due to reduction of federal and state net operating losses governed by the change of ownership provisions of the Tax Reform Act of 1986 limiting utilization of a portion of our domestic NOL and tax credit carryforwards in future periods. Further, a portion of the carryforwards may expire before being applied to reduce future income tax liabilities. Our change in federal and state capital losses was due to the sale of ADR for which a full valuation allowance was recorded.

As of December 31, 2012 and 2011 , we had valuation allowances of approximately $31.0 million and $29.4 million against certain U.S. and foreign deferred tax assets, respectively, to reflect the deferred tax asset at the net amount that is more likely than not to be realized. The valuation allowance increased by $13.1 million related to capital and net operating losses that are expected to expire unutilized, and amounts necessary for the portion of foreign deferred tax assets which we believe it is more likely than not that future taxable income will not be sufficient to realize. The valuation allowance decreased by $11.6 million to reflect reduction of related acquired net operating loss and credit carryforwards.

Unrecognized Tax Benefits

A reconciliation of the unrecognized tax benefits for years ended December 31, 2012 and 2011 is as follows:



(In thousands)	2012			2011
Unrecognized Tax Benefits - Opening Balance	$	19,302		$	22,590
Gross Increases - tax positions in prior period	33,787			19
Gross decreases - tax positions in prior period	(21		)	(8,899		)
Gross increases - current-period tax positions	—			5,727
Settlements with taxing authorities	(163		)	—
Expiration of the statute of limitations for the assessment of taxes	(251		)	(135		)
Unrecognized Tax Benefits - Ending Balance	$	52,654		$	19,302

Included in the December 31, 2012 and 2011 balances are $8.5 million and $8.9 million , respectively, of unrecognized tax benefits that, if recognized, would have an impact on the effective tax rate. The remaining $44.1 million and $10.4 million respectively would be offset against FAFC receivable See Note 19 - Transactions with FAFC for further discussion.

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CoreLogic, Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010

We recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2012 and 2011, we had $7.7 million and $5.5 million , respectively, accrued for the payment of interest and penalties. These balances are gross amounts before any tax benefits and are included in other liabilities in the consolidated balance sheets. For the years ended December 31, 2012 and 2011 , we recognized approximately $0.6 million and $1.2 million in interest and penalties, respectively, in the consolidated statements of income. Our material tax jurisdiction is the United States. With a few minor exceptions, we are no longer subject to U.S. federal, state, local, or foreign income tax examinations by tax authorities for years prior to December 31, 2006. Our income tax returns in several jurisdictions are being examined by various tax authorities. Management believes that adequate amounts of tax and related interest and penalties, if any, have been provided for any adjustments that may result from these examinations.

It is reasonably possible that the amount of the unrecognized benefit with respect to certain of our unrecognized tax positions could significantly increase or decrease within the next 12 months. We estimate that decreases in unrecognized tax benefits within the next 12 months will total approximately $0.6 million .

Note 11 - Earnings/(Loss) Per Share

The following is a reconciliation of net income/(loss) per share attributable to CoreLogic, using the treasury-stock method:



(in thousands, except per share amounts)	2012			2011			2010
Numerator for basic and diluted net income/(loss) per share:
Income from continuing operations, net of tax	$	123,508		$	52,515		$	46,221
Loss from discontinued operations, net of tax	(15,056		)	(127,124		)	(83,536		)
Gain/(loss) from sale of discontinued operations, net of tax	3,841			—			(18,985		)
Net income/(loss) attributable to CoreLogic	$	112,293		$	(74,609	)	$	(56,300	)
Denominator:
Weighted-average shares for basic income/(loss) per share	102,913			109,122			111,529
Dilutive effect of stock options and restricted stock units	1,137			590			834
Weighted-average shares for diluted income/(loss) per share	104,050			109,712			112,363
Income/(loss) per share
Basic:
Income from continuing operations, net of tax	$	1.20		$	0.48		$	0.41
Loss from discontinued operations, net of tax	(0.15		)	(1.16		)	(0.75		)
Gain/(loss) from sale of discontinued operations, net of tax	0.04			—			(0.17		)
Net income/(loss) attributable to CoreLogic	$	1.09		$	(0.68	)	$	(0.51	)
Diluted:
Income from continuing operations, net of tax	$	1.19		$	0.48		$	0.41
Loss from discontinued operations, net of tax	(0.14		)	(1.16		)	(0.74		)
Gain/(loss) from sale of discontinued operations, net of tax	0.04			—			(0.17		)
Net income/(loss) attributable to CoreLogic	$	1.09		$	(0.68	)	$	(0.50	)

For the years ended December 31, 2012 , 2011 and 2010 , stock options and RSUs of 2.6 million , 5.5 million and 4.1 million , respectively, were excluded from the weighted average diluted common shares outstanding due to their antidilutive effect.

Note 12 - Employee Benefit Plans

We currently offer a variety of employee benefit plans, including a 401(k) savings plan and non-qualified plans, including unfunded supplemental management and executive benefit plans (collectively, the “SERPs”) which were frozen effective December 31, 2010, a frozen pension restoration plan (“Restoration”), and a deferred compensation plan.

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CoreLogic, Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010

The non-qualified plans are exempt from most provisions of the Employee Retirement Income Security Act because they are only available to a select group of management and highly compensated employees and are therefore not qualified employee benefit plans. To preserve the tax-deferred savings advantages of a non-qualified plan, federal law requires that it be an unfunded or informally funded future promise to pay.

FAC’s defined benefit pension plan was a noncontributory, qualified, defined benefit plan with benefits based on the employee’s years of service. The policy was to fund all accrued pension costs. Contributions were intended to provide not only for benefits attributable to past service, but also for those benefits expected to be earned in the future. The sponsorship for this plan was transferred to FAFC as part of the Separation. As part of the Separation, we provided FAFC with a promissory note in the principal amount of $19.9 million . The note approximates the unfunded portion of the benefit obligation attributable to participants in the FAC defined benefit pension plan that are or were our employees. The note was paid in full as of September 2011.

As part of our acquisition of CDS in December 2012, we recorded a liability related to the pension obligation and an asset related to the fair value of plan assets. The CDS plan shall be terminated, subject to approval by the Internal Revenue Service and Pension Benefit Guaranty Corporation, effective December 31, 2012. Refer below for details of the amounts recorded. In addition refer to Note 17 - Acquisitions, for further details of the CDS acquisition.

The liability associated with FAFC’s participants in the FAC non-qualified, unfunded supplemental benefit plan, 401(k) savings plan and deferred compensation plan was transferred to FAFC as part of the Separation.

The following table summarizes the balance sheet impact, including benefit obligations, assets and funded status associated with the SERPs and Restoration plan as of December 31, 2012 and 2011 :

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CoreLogic, Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010



(in thousands)	2012			2011
Change in projected benefit obligation:
Benefit obligation at beginning of period	$	30,659		$	26,954
Addition of CDS Mapping	1,044			—
Service costs	932			565
Interest costs	1,386			1,434
Actuarial losses	1,647			3,058
Benefits paid	(1,566		)	(1,352		)
Projected benefit obligation at end of period	34,102			30,659

Change in plan assets:
Addition of CDS Mapping	$	654		$	—
Actual return on plan assets	59			—
Company contributions	2,285			1,352
Benefits paid	(1,566		)	(1,352		)
Plan assets at fair value at end of the period	1,432			—
Reconciliation of funded status:
Unfunded status of the plans	$	(32,670	)	$	(30,659	)

Amounts recognized in the consolidated balance sheet consist of:
Accrued benefit liability	$	(32,678	)	$	(30,659	)
Pension plan asset	$	8		$	—
	$	(32,670	)	$	(30,659	)
Amounts recognized in accumulated other comprehensive income/(loss):
Unrecognized net actuarial loss	$	15,998		$	15,565
Unrecognized prior service credit	(9,064		)	(10,209		)
	$	6,934		$	5,356

The net periodic pension cost for the years ended December 31, 2012 , 2011 and 2010 , for the FAC defined benefit pension plan, SERPs, Restoration plan and CDS Mapping cash balance plan includes the following components:



(in thousands)	2012			2011			2010
Expenses:
Service costs	$	932		$	565		$	2,743
Interest costs	1,386			1,435			7,300
Expected return on plan assets	(41		)	—			—
Amortization of net loss	80			(76		)	3,680
Net periodic benefit cost	$	2,357		$	1,924		$	13,723

Included in these expenses are $8.9 million for the year ended December 31, 2010 related to FAFC employees.

Weighted-average discount rate used to determine costs for the plans were as follows:

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CoreLogic, Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010



	2012		2011	2010
SERP Plans	4.52	%	5.50%	5.81%
Restoration Plan	4.57	%	5.33%	5.81%
CDS Mapping	4.00	%	N/A	N/A

Weighted-average actuarial assumptions used to determine benefit obligations for the plans were as follows:



	2012	2011	2010
SERP Plans
Discount rate	3.89%	4.52%	5.50%
Salary increase rate	N/A	N/A	N/A
Restoration Plan
Discount rate	4.02%	4.57%	5.53%
CDS Mapping
Discount rate	4.00%	N/A	N/A
Salary increase rate	N/A	N/A	N/A

The discount-rate assumption used for pension plan accounting reflects the yield available on high-quality, fixed-income debt securities that match the expected timing of the benefit obligation payments.

The following table provides the funded status in the defined SERPs as of December 31, 2012 and 2011 :



(in thousands)	2012		2011		2010
Projected benefit obligation	$	34,102	$	30,660	$	26,954
Accumulated benefit obligation	$	34,102	$	30,660	$	26,954
Plan assets at fair value at end of year	$	—	$	—	$	—

The following benefit payments for all plans, which reflect expected future turnover, as appropriate, are expected to be paid as follows:



(in thousands)
2013	$	3,399
2014	1,900
2015	1,882
2016	1,336
2017	1,316
2018-2021	6,881
	$	16,714

In February 2010, the name of the First Advantage Corporation 401(k) Plan was changed to the First American Information Solutions Company 401(k) Plan. All employees of the FAC information solutions companies who participated in The First American Corporation 401(k) Saving Plan (the “FAC Plan”) and their related assets were transferred into the First American Information Solutions Company 401(k) Plan on February 23, 2010 as part of the transaction. In June 2010, the name of the First American Information Solutions Company 401(k) Plan was changed to the CoreLogic, Inc. 401(k) Savings Plan (the “Savings Plan”).

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CoreLogic, Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010

The Savings Plan allows for employee-elective contributions up to the maximum deductible amount as determined by the Internal Revenue Code. We make discretionary contributions to the Savings Plan based on profitability, as well as contributions of the participants. There were no contributions or expense for the years ended December 31, 2012 and 2011 related to the Savings Plan as a result of the determination that we did not meet the requirement for a profit driven 401(k) match. The Savings Plan allows the participants to purchase shares of our common stock as one of the investment options, subject to certain limitations. The Savings Plan held 1,069,517 and 1,236,874 shares of our common stock, representing 1.2% and 1.2% of the total shares outstanding at December 31, 2012 and 2011 , respectively.

We have a deferred compensation plan that allows participants to defer up to 80% of their salary, commissions and bonus. Participants allocate their deferrals among a variety of investment crediting options (known as “deemed investments”). Deemed investments mean that the participant has no ownership interest in the funds they select; the funds are only used to measure the gains or losses that will be attributed to their deferral account over time. Participants can elect to have their deferral balance paid out in a future year while they are still employed or after their employment ends. The participants’ deferrals and any earnings on those deferrals are general unsecured obligations of the Company. The Company is informally funding the deferred compensation plan through a tax-advantaged investment known as variable universal life insurance. Deferred compensation plan assets are held as a Company asset within a special trust, called a “rabbi trust.”

The value of the assets underlying our deferred compensation plan was $29.6 million and $28.4 million as of December 31, 2012 and 2011 , respectively, and is included in other assets in the consolidated balance sheets. The unfunded liability for our deferred compensation plan was $32.2 million and $30.1 million as of December 31, 2012 and 2011 , respectively, and is included in other liabilities in the consolidated balance sheets.

Note 13 - Fair Value of Financial Instruments

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 (exit price). 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 markets other than active markets.

In estimating the fair value of the financial instruments presented, we used the following methods and assumptions:

Cash and cash equivalents

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

Restricted cash

Marketable securities

Equity and debt securities are classified as available-for-sale securities and are valued using quoted prices in active markets.

Long-term debt

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CoreLogic, Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010

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.

Interest rate swap agreements and foreign currency purchase agreements

The fair value of the interest rate swap agreements and forward currency purchase agreements were estimated based on market value quotes received from the counter parties to the agreements.

The fair values of our financial instruments as of December 31, 2012 are presented in the following table:



	Fair Value Measurements Using
(in thousands)	Level 1		Level 2		Level 3		Fair Value
Financial Assets:
Cash and cash equivalents	$	148,858	$	—	$	—	$	148,858
Restricted cash	—		22,117		—		22,117
Equity securities	22,168		—		—		22,168
Total Financial Assets	$	171,026	$	22,117	$	—	$	193,143

Financial Liabilities:
Total debt	—		899,258		—		899,258
Total Financial Liabilities	$	—	$	899,258	$	—	$	899,258

Derivatives:
Asset for interest rate swap agreements	$	—	$	6,486	$	—	$	6,486

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CoreLogic, Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010

The fair values of our financial instruments as of December 31, 2011 are presented in the following table:



	Fair Value Measurements Using
(in thousands)	Level 1		Level 2		Level 3		Fair Value
Financial Assets:
Cash and cash equivalents	$	259,266	$	—	$	—	$	259,266
Restricted cash	—		22,044		—		22,044
Equity securities	20,884		—		—		20,884
Total Financial Assets	$	280,150	$	22,044	$	—	$	302,194

Financial Liabilities:
Total debt	—		828,990		—		828,990
Total Financial Liabilities	$	—	$	828,990	$	—	$	828,990

Derivatives:
Liability for interest rate swap agreements	$	—	$	5,078	$	—	$	5,078

The following non-financial instruments were measured at fair value, on a nonrecurring basis, as of and for the year ended December 31, 2012 :



			Fair Value Measurements Using
			Level 1		Level 2		Level 3		Impairment Losses
Assets of discontinued operations	$	794	$	794	$	—	$	—	$	16,168
Property and equipment, net	—		—		—		—		21,047
Other intangible assets, net	—		—		—		—		1,425
Investment in affiliates, net	—		—		—		—		1,246
	$	794	$	794	$	—	$	—	$	39,886

The following non-financial instruments were measured at fair value, on a nonrecurring basis, as of and for the year ended December 31, 2011 :



			Fair Value Measurements Using
			Level 1		Level 2		Level 3		Impairment Losses
Assets of discontinued operations	$	55,516	$	35,603	$	—	$	19,913	$	166,588
Property and equipment, net	—		—		—		—		5,706
Other intangible assets, net	—		—		—		—		3,643
Investment in affiliates, net	7,786		—		—		7,786		30,722
	$	63,302	$	35,603	$	—	$	27,699	$	206,659

The following non-financial instruments were measured at fair value, on a nonrecurring basis, as of and for the year ended December 31, 2010 :

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CoreLogic, Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010



			Fair Value Measurements Using
			Level 1		Level 2		Level 3		Impairment Losses
Assets of discontinued operations	$	270,293	$	92,350	$	—	$	177,943	$	176,768
Property and equipment, net	—		—		—		—		926
Other intangible assets, net	—		—		—		—		412
Investment in affiliates, net	18,383		—		—		18,383		16,301
	$	288,676	$	92,350	$	—	$	196,326	$	194,407

We recorded non-cash impairment charges of $16.2 million , $166.6 million and $176.8 million for the years ended December 31, 2012, 2011 and 2010 , respectively, in our assets of discontinued operations primarily due to the disposition or wind down of our discontinued operations. See Note 18 - Discontinued Operations for further discussion. Next, we recorded non-cash impairment charges of $21.0 million , $5.7 million and $0.9 million for the years ended December 31, 2012, 2011 and 2010 , respectively, in our property and equipment, net primarily due to land and internally developed software. Further, we recorded non-cash impairment charges of $1.4 million , $3.6 million and $0.4 million for the years ended December 31, 2012, 2011 and 2010 , respectively, in our other intangible assets, net primarily due to changes in the useful life of an intangible asset.

Finally, we recorded non-cash impairment charges of $1.2 million , $30.7 million and $16.3 million for the years ended December 31, 2012, 2011 and 2010 , respectively. For the years ended December 31, 2012 and 2011 , the impairment charges in our investments in affiliates, net, was primarily due to other than temporary loss in value from the absence of an ability to recover the carrying amount of the investment from the under-performance of several investments in affiliates and continued changes in the regulatory environment. For the year ended December 31, 2010 , the impairment charge was primarily due to a $14.5 million charge related to our acquisition of Dorado. These non-cash impairment charges relate to investments for which there is no material income/loss included in equity in earnings of affiliates, net of tax. Therefore, they are included in gain/(loss) on investment and other, net in the accompanying consolidated statements of operations.

Note 14 - Share-Based Compensation Plans

We issue equity awards under the CoreLogic, Inc. 2011 Performance Incentive Plan (the “Plan”) which was approved by our stockholders at our Annual Meeting, held on May 19, 2011. The Plan permits the grant of RSUs, PBRSUs and stock options. Prior to the approval of the Plan, we issued share-based awards under the CoreLogic, Inc. 2006 Incentive Plan (the “2006 Plan”). The 2011 Plan was adopted, in part, to make an additional 18,000,000 shares of the Company's common stock available for award grants, so that the Company will have sufficient authority and flexibility to adequately provide for future incentives.

In connection with the Separation, on June 1, 2010, each FAC stock option held by a CoreLogic employee was converted into an adjusted CoreLogic stock option. The exercise prices of the adjusted CoreLogic stock options and the number of shares subject to each such stock option reflects a mechanism that was intended to preserve the intrinsic value of the original stock option. The resulting CoreLogic stock options are subject to substantially the same terms, vesting conditions and other restrictions, if any, that were applicable to the FAC stock options immediately prior to the Separation.

Also, in connection with the Separation, on June 1, 2010, any unvested FAC RSUs granted to CoreLogic employees were converted into CoreLogic RSUs. The RSU grants were converted in a manner that was intended to preserve the fair market value of the FAC awards. The resulting CoreLogic RSU grants are subject to substantially the same terms, vesting conditions and other restrictions, if any, that were applicable to the FAC RSU grants immediately prior to the Separation. FAC stock options and RSUs held by FAFC employees were canceled at the date of the Separation.

We primarily utilize RSUs, PBRSUs and stock options 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 shares on the date of grant and is recognized as compensation expense over the vesting period.

Restricted Stock Units

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CoreLogic, Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010

For the year ended December 31, 2012 , 2011 and 2010 we awarded 780,682 , 461,458 and 697,299 RSUs, respectively, with an estimated value of $13.6 million , $7.8 million and $13.3 million , respectively. The RSU awards will vest ratably over three years. RSU activity for the year ended December 31, 2012 is as follows:



(in thousands, except weighted average fair value prices)	Number of Shares		Weighted Average Grant-Date Fair Value
Unvested RSUs outstanding at December 31, 2011	1,193		$	17.74
RSUs granted	781		$	17.36
RSUs vested	(516	)	$	17.95
RSUs forfeited	(77	)	$	16.78
Unvested RSUs outstanding at December 31, 2012	1,381		$	17.50

As of December 31, 2012 , there was $13.2 million of total unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a weighted-average period of 2.1 years. The fair value of RSUs is based on the market value of the Company’s shares on the date of grant.

Performance-Based Restricted Stock Units

For the year ended December 31, 2012 , and 2011 we awarded 347,572 , 227,860 and 366,154 PBRSUs, respectively, with an estimated value of $5.6 million , $3.7 million and $6.9 million , respectively. PBRSU activity for the year ended December 31, 2012 is as follows:



(in thousands, except weighted average fair value prices)	Number of Shares		Weighted Average Grant-Date Fair Value
Unvested PBRSUs outstanding at December 31, 2011	988		$	17.71
PBRSUs granted	348		$	16.12
PBRSUs vested	(103	)	$	17.76
PBRSUs forfeited	(81	)	$	17.95
Unvested PBRSUs outstanding at December 31, 2012	1,152		$	17.21

As of December 31, 2012 , there was $15.2 million of total unrecognized compensation cost related to unvested PBRSUs that is expected to be recognized over a weighted-average period of 1.8 years. The fair value of PBRSUs is based on the market value of the Company’s shares on the date of grant.

Stock Options

In 2012 and 2011 , we issued CoreLogic stock options as incentive compensation for certain key employees. The exercise price of each stock option is the closing market price of our common stock on the date of grant. The 2012 and 2011 options will vest in three equal annual installments on the first, second and third anniversaries of grant and expire ten years after the grant date. The fair values of these stock options were estimated using a Black-Scholes model with the following weighted-average assumptions:



	2012		2011
Expected dividend yield	0	%	0	%
Risk-free interest rate ⁽¹⁾	1.00	%	1.84	%
Expected volatility ⁽²⁾	42.81	%	33.19	%
Expected life ⁽³⁾	5.5		5.5

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CoreLogic, Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010


(1)	The risk-free interest rate for the periods within the contractual term of the options is based on the U.S. Treasury yield curve in effect at the time of the grant.


(2)	The expected volatility is a measure of the amount by which a stock price has fluctuated or is expected to fluctuate based primarily on our and our peers' historical data.


(3)	The expected life is the period of time, on average, that participants are expected to hold their options before exercise based primarily on our historical data.

For the year ended December 31, 2012 , 2011 and 2010 we awarded 581,265 , 683,580 and 1,098,519 options, respectively, with an estimated value of $9.3 million and $11.2 million and $20.6 million , respectively. Option activity for the year ended December 31, 2012 is as follows:



(in thousands, except weighted average prices)	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Options outstanding at December 31, 2011	4,601		$	20.78
Options granted	581		$	16.00
Options exercised	(744	)	$	18.99
Options canceled	(673	)	$	21.55
Options outstanding at December 31, 2012	3,765		$	20.18	5.4	$	25,422
Options vested and expected to vest at December 31, 2012	3,726		$	20.22	5.4	$	25,007
Options exercisable at December 31, 2012	2,242		$	22.33	3.6	$	10,337

As of December 31, 2012 , there was $3.6 million of total unrecognized compensation cost related to unvested CoreLogic stock options that is expected to be recognized over a weighted-average period of 1.8 years.

The intrinsic value of options exercised was $3.7 million , $0.5 million and $6.1 million for the year ended December 31, 2012 , 2011 and 2010 , respectively. This intrinsic value represents the difference between the fair market value of the Company’s common stock on the date of exercise and the exercise price of each option.

Employee Stock Purchase Plan

The 2001 employee stock purchase plan allowed eligible employees to purchase our common stock at 85.0% of the closing price on the last day of each quarter. The 2001 employee stock purchase plan expired in September 2011. Our 2012 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. Similar to our 2001 employee stock purchase plan, the 2012 employee stock purchase plan allows eligible employees to purchase our common stock at 85.0% of the closing price on the last day of each quarter.

The following table sets forth the share-based compensation expense recognized, excluding discontinued operations, for the years ended December 31, 2012 , 2011 and 2010 .



(in thousands)	2012		2011		2010
Restricted stock units	$	9,988	$	7,141	$	9,979
Performance-based restricted stock units	7,050		1,779		2,098
Stock options	3,664		2,430		1,469
Employee stock purchase plan	107		299		423
	$	20,809	$	11,649	$	13,969

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CoreLogic, Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010

The above share-based compensation expense has $2.6 million , $2.4 million and $0.3 million included within cost of services for the years ended December 31, 2012 , 2011 and 2010 , respectively.

Note 15 - Commitments and Contingencies

Lease Commitments

We lease certain office facilities, automobiles and equipment under operating leases, which, for the most part, are renewable. The majority of these leases also provide that the Company will pay insurance and taxes.

Future minimum rental payments under operating leases that have initial or remaining noncancelable lease terms in excess of one year as of December 31, 2012 are as follows:



(in thousands)
2013	$	41,583
2014	28,694
2015	24,530
2016	20,795
2017	10,782
Thereafter	26,196
	$	152,580

In December 2011, we exited and ceased use of two buildings in Westlake, Texas, which resulted in a pre-tax charge of $14.2 million for the year ended December 31, 2011. The charge is primarily comprised of the estimated fair value of the existing operating lease obligations for the vacated buildings, net of assumed sub-lease amounts or credits assumed to be received through the remainder of the lease terms, the last of which ends in 2017. The actual amounts of the facility-related charges are dependent upon the timing and terms we are able to negotiate on the sub-lease of these facilities. These estimates are subject to change if the events and circumstances regarding our ability to sublease the facilities change.

Total rental expenses for all operating leases and month-to-month rentals were $52.3 million , $63.2 million , $57.0 million for the years ended December 31, 2012 , 2011 and 2010 , respectively.

Operational Commitments

In August 2011, an affiliate of Cognizant Technology Solutions Corporation ("Cognizant"), acquired CoreLogic India Global Services Private Limited, our India-based captive operations ("CoreLogic India"). The purchase price for CoreLogic India was $50.0 million in cash before working capital adjustments. As part of the transaction, we entered into a Master Professional Services Agreement ("Services Agreement") and supplement ("Supplement") with Cognizant under which Cognizant will provide a range of business process and information technology services to us. The Supplement has an initial term of seven years and we have the unilateral right to extend the term for up to three one -year periods. During the first five years of the agreement, we are subject to a net total minimum commitment of approximately $303.5 million , plus applicable inflation adjustments. In connection with the sale, we recorded $27.1 million of deferred gain on sale which is being recognized to income over the commitment period of five years. As of December 31, 2012 , the remaining minimum commitment totaled $277.6 million .

Note 16 - Litigation and Regulatory Contingencies

We have been named in various lawsuits. Also, we may from time to time be subject to audit or investigation by governmental agencies. Currently, governmental agencies are auditing or investigating certain of our operations.

With respect to matters where we have determined that a loss is both probable and reasonably estimable, we have recorded a liability representing our best estimate of the financial exposure based on known facts. While the ultimate disposition of each such audit, investigation or lawsuit is not yet determinable, we do not believe that the ultimate resolution of these matters, either individually or in the aggregate, will have a material adverse effect on our financial condition, results of

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CoreLogic, Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010

operations or cash flows. In addition, we do not believe there is a reasonable possibility that a material loss exceeding amounts already accrued may have been incurred. We record expenses for legal fees as incurred.

At December 31, 2012 , we have $2.4 million reserved for litigation and regulatory contingency matters.

FDIC

On May 9, 2011, the Federal Deposit Insurance Corporation (the “FDIC”), as Receiver of Washington Mutual Bank (“WaMu”), filed a complaint in the United States District Court for the Central District of California (the “Court”) against CoreLogic Valuation Services, LLC (“CVS”), as successor to eAppraiseIT, LLC (“eAppraiseIT”) and several of its current and former affiliates.

The FDIC complaint alleged that eAppraiseIT was grossly negligent and breached its contract with WaMu in the provision of appraisal services in 2006 and 2007 relating to 194 residential mortgage loans. On November 14, 2011, the Court granted the defendants' motion to dismiss the FDIC's gross negligence, alter ego, single business enterprise and joint venture claims, and a portion of the breach of contract claim. On November 30, 2011, the FDIC filed its first amended complaint, alleging only breach of contract claims and naming only CVS and its parent CoreLogic Real Estate Solutions, LLC f/k/a First American Real Estate Solutions, LLC as defendants. The amended complaint sought to recover losses of at least $129.0 million that the FDIC alleges WaMu suffered on loans allegedly related to these appraisal services. On February 6, 2012, the Court granted the defendants' motion to dismiss the FDIC's $16.0 million breach of contract claim related to 26 appraisal services allegedly provided before the effective date of the WaMu - eAppraiseIT Agreement. On February 16, 2012, the FDIC filed a second amended complaint reasserting that claim. On April 25, 2012, the court granted the defendants' motion to dismiss that $16.0 million claim with prejudice. On December 4, 2012, the FDIC filed its third amended complaint further reducing the total number of transactions at issue to 160 and reducing the amount of its purported losses to at least $108.0 million .

The defendants intend to defend against the remaining claims vigorously; however, they may not be successful. At this time, we cannot predict the ultimate outcome of this claim or the potential range of damages, if any.

New York Attorney General

On September 27, 2012, the Company and its subsidiary CVS, as successors in interest, respectively, to The First American Corporation (“First American”) and eAppraiseIT, entered into a settlement with the Office of the Attorney General of the State of New York in connection with the Attorney General's lawsuit in New York state court filed in 2007 against First American and eAppraiseIT. The lawsuit concerned appraisal management services eAppraiseIT had provided to WaMu in New York between June 2006 and November 2007. The Attorney General subsequently dropped all damage claims, but continued to seek civil penalties and related relief. In November 2011 the Company announced that it had decided to exit the business of CVS and, in May 2012, the Company announced that CVS was being wound down and would be closed by September 30, 2012. Thereafter, in conjunction with the wind-down activities, defendants entered into a settlement in order to avoid further expense, time and uncertainty of continued litigation regarding this discontinued business, and without any findings or admissions as to any of the Attorney General's allegations.

In performance of the settlement, on October 4, 2012, CVS paid the Attorney General civil penalties in the sum of $4.0 million , together with costs, fees and disbursements in the sum of $3.8 million . As a result, the Attorney General has dismissed the lawsuit with prejudice and released the defendants from all claims concerning any appraisal or appraisal management services provided by either defendant to or on behalf of WaMu.

The settlement amounts were recorded in the results of discontinued operations.

RESPA Class Action

On February 8, 2008, a purported class action was filed in the United States District Court for the Northern District of California, San Jose Division, against WaMu and eAppraiseIT alleging breach of contract, unjust enrichment, and violations of the Real Estate Settlement Procedures Act (“RESPA”), the California Unfair Competition Law and the California Consumers Legal Remedies Act. The complaint alleged a conspiracy between WaMu and eAppraiseIT to allow WaMu to direct appraisers to artificially inflate appraisals in order to qualify higher value loans that WaMu could then sell in the secondary market. Plaintiffs subsequently voluntarily dismissed WaMu on March 9, 2009. On August 30, 2009, the court dismissed all claims against eAppraiseIT except the RESPA claim.

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Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010

On July 2, 2010, the court denied plaintiff's first motion for class certification. On November 19, 2010, the plaintiffs filed a renewed motion for class certification. On April 25, 2012, the court granted plaintiffs' renewed motion and certified a nationwide class of all persons who, on or after June 1, 2006, received home loans from WaMu in connection with appraisals that were obtained through eAppraiseIT. On July 12, 2012, the Ninth Circuit Court of Appeals declined to review the class certification order.

CVS, as the successor to eAppraiseIT, intends to defend against this claim vigorously; however, it may not be successful. At this time we cannot predict the ultimate outcome of this claim or the potential range of damages, if any.

FCRA Class Action

On June 30, 2011, a purported class action was filed in the United States District Court for the Northern District of Illinois against our subsidiary Teletrack, Inc. ("Teletrack"). The complaint alleges that Teletrack has been furnishing consumer reports to third parties who did not have a permissible purpose to obtain them in violation of the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq., and seeks to recover actual, punitive and statutory damages, as well as attorney's fees, litigation expenses and costs of suit. On September 20, 2011, Teletrack filed a motion to dismiss the complaint on grounds that the plaintiffs lacked standing. That motion was denied on March 7, 2012. Teletrack has denied the allegations and is defending against this claim vigorously; however, it may not be successful. At this time, we cannot predict the ultimate outcome of this claim or the potential range of damages, if any.

Separation

As part of the Separation, we are responsible for a portion of FAFC's contingent and other corporate liabilities.

In the Separation and Distribution Agreement, we agreed with FAFC to share equally in the cost of resolution of a small number of corporate-level lawsuits, including certain consolidated securities litigation matters from which we have since been dropped. There were no liabilities incurred in connection with the consolidated securities matters. Responsibility to manage each case has been assigned to either FAFC or us, with the managing party required to update the other party regularly and consult with the other party 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 in accordance with GAAP. At December 31, 2012 , no reserves were considered necessary.

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

Note 17 - Acquisitions

In December 2012, we completed our acquisition of CDS, a digital mapping sales and consulting company, for a cash price of $78.8 million . CDS is included as a component of the data and analytics 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 $33.9 million of goodwill, which is fully deductible for tax purposes, $24.5 million of customer lists with an estimated average life of 13 years, $4.2 million of tradenames with an estimated average life of 14 years and $2.9 million of noncompete agreements with an estimated average life of 5 years. The business combination did not have a material impact on our consolidated financial statements.

In September 2011, we completed our acquisition of Tarasoft, a Canadian provider of multiple listing services (“MLS”), for a cash purchase price of C $30.0 million or $30.3 million . Tarasoft is included as a component of the data and analytics 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 $17.9 million of goodwill, which is fully deductible for tax purposes, $2.7 million of customer lists with an estimated average life of 10 years,

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Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010

$0.4 million of tradenames with an estimated average life of 10 years and $0.2 million of noncompete agreements with an estimated average life of 5 years. The business combination did not have a material impact on our consolidated financial statements.

In May 2011, we completed our acquisition of the remaining interest in RP Data for a cash purchase price of A $147.2 million or $157.2 million . RP Data is included as a component of the data and analytics segment. We previously held a 40.2% equity method investment in this entity and as a result of the purchase price paid and the change in control, we recognized a gain of $58.9 million on our existing investment in the second quarter of 2011 which is included in gain/(loss) on investment and other, net in the accompanying consolidated statement of operations. The purchase price was allocated to the assets acquired and liabilities assumed using a variety of valuation techniques including discounted cash flow analysis which included significant unobservable inputs. We have recorded $154.5 million of goodwill, $46.7 million of customer lists with an estimated average life of 8 years and $11.7 million of tradenames with an estimated average life of 10 years. The business combination did not have a material impact on our consolidated financial statements.

We entered into forward purchase agreements totaling A $180.3 million to economically hedge a portion of the foreign currency exchange rate risk associated with the acquisition of RP Data. We recorded a gain of $1.8 million during the second quarter of 2011 when the agreements were terminated upon the closing of the acquisition in May 2011.

In March 2011, we completed our acquisition of the remaining interest in Dorado for $31.6 million in cash. Dorado is included as a component of the mortgage origination services segment. We previously held a 39.0% equity method investment in this entity and as a result of the purchase price paid, we recognized a loss of $14.5 million on our existing investment in the fourth quarter of 2010 which is included in gain/(loss) on investments and other, net in the accompanying consolidated statement of operations. 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 $19.7 million of goodwill, $20.4 million of customer lists with an estimated average life of 12 years, and $3.2 million of tradenames with an estimated average life of 5 years. The business combination did not have a material impact on our consolidated financial statements.

In April 2010, we exercised our call option related to Experian Information Solutions Inc.’s remaining 20% ownership interest in the CoreLogic Real Estate Solutions, LLC joint venture. We paid the remaining purchase price of $313.8 million on December 31, 2010. In March 2010, we entered into an agreement to acquire the 18% redeemable noncontrolling interest in CoreLogic Information Solutions Holdings, Inc. (formerly First American CoreLogic Holdings, Inc.). On March 29, 2010, we acquired half of the noncontrolling interests (approximately 9% of the total outstanding noncontrolling interests) in exchange for a cash payment of $72.0 million and agreed to acquire the remaining half of the noncontrolling interests in 2011 in exchange for additional consideration of $72 million . In February 2011, we agreed to pay all of the additional consideration in cash and we closed the transaction.

In 2010, we completed one acquisition in the asset management and processing solutions segment. This acquisition had a purchase price of $11.4 million in cash. We previously held a noncontrolling interest in the acquired entity and as a result of the purchase price paid, we recognized a gain of $3.4 million on our existing investment. The purchase price was allocated to the assets acquired and liabilities assumed using a variety of valuation techniques including discounted cash flow analysis. We recorded approximately $12.1 million of goodwill, of which $8.9 million is deductible for tax purposes, $3.7 million of intangible assets with finite lives and noncontrolling interests with a fair value at the date of acquisition of $2.3 million .

Acquisition related costs were not significant for the years ended December 31, 2012, 2011 and 2010 .

Note 18 - Discontinued Operations

As of August 31, 2012, we completed the disposition of our transportation services business (American Driving Records) for $11.0 million , which resulted in a pre-tax gain of $3.9 million for the year ended 2012 . This gain is included in gain/(loss) from sale of discontinued operations, net of tax in the accompanying consolidated statements of operations. We completed the wind down of our consumer services business in lieu of a sale as of September 2012. We completed the wind down of our appraisal management company business in lieu of a sale as of September 2012. In connection with the wind down of our 100% owned appraisal management company business, we incurred a pre-tax write-down of the remaining goodwill of $13.9 million in the first quarter of 2012. In September 2011, we closed our marketing services business (LeadClick). In the third quarter of 2012, we recorded an additional adjustment of approximately $4.1 million income tax expense associated with the closure of LeadClick as discussed in Note 2 - Significant Accounting Policies . In December 2010, we entered into a

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Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010

purchase agreement with an affiliate of Symphony Technology Group, pursuant to which we sold our employer and litigation services businesses. For the year ended December 31, 2012 , we recorded a gain of $3.8 million on sale of discontinued operations, net.

Each of these businesses is reflected in our consolidated financial statements as discontinued operations and the results of these businesses in the prior years have been recast to conform to the 2012 presentation.

For the year ended 2011 , we recorded pre-tax impairment charges of $137.7 million as a component of loss from discontinued operations comprised of $123.3 million for marketing services, $8.3 million for our appraisal management company, $3.6 million for transportation services and $2.6 million for consumer services. In addition, we incurred a non-cash impairment charge of $17.1 million for intangibles, a non-cash impairment charge of $10.6 million for internally developed software and bad debt expense of $8.9 million for accounts receivable we deemed to be uncollectible. Finally, we incurred $1.8 million in expense to write-off various other assets and to accrue for expenses related to the closure of our marketing services business.

On December 22, 2010, the Company and STG-Fairway Holdings, LLC (the “Purchaser”), which is owned by affiliates of Symphony Technology Group, entered into a Purchase Agreement, pursuant to which we sold our employer and litigation services businesses ("ELI") to the Purchaser for all cash proceeds of $265.0 million . We also agreed to provide certain transition services to the Purchaser for up to one year following the closing. For the year ended December 31, 2010 , we recorded pre-tax impairment charges of $174.0 million , related to the sale of the employer and litigation services businesses as a component of loss from discontinued operations. Further, we recognized a loss on sale of discontinued operation, net of tax of $19.0 million , which included a tax benefit of $34.5 million . In 2012 , we recognized a loss on sale of discontinued operations, net of tax of $3.5 million for changes in tax related accruals due to expenses incurred in the first quarter of 2012.

The businesses distributed as part of the Separation are presented within the consolidated financial statements as discontinued operations. The net income from discontinued operations for the year ended 2011 includes an allocation of the income tax expense or benefit originally allocated to income from continuing operations. The amount of tax allocated to discontinued operations is the difference between the tax originally allocated to continuing operations and the tax allocated to the restated amount of income from continuing operations in each period.

Summarized below are certain assets and liabilities classified as discontinued operations as of December 31, 2012 , 2011 and 2010 :

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Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010



(in thousands)					Data Analytics					Mortgage Origination Services		Asset Management and Processing Solutions
As of December 31, 2012	FAFC		ELI		Marketing			Consumer		Appraisal		Transportation			Total
Total assets	$	—	$	—	$	204		$	251	$	337	$	2		$	794

Total liabilities	$	—	$	—	$	776		$	691	$	1,920	$	(35	)	$	3,352

As of December 31, 2011
Current assets	$	—	$	—	$	3,380		$	14,833	$	1,038	$	13,252		$	32,503
Property and equipment, net	—		—		—			114		911		1,967			2,992
Goodwill and other identifiable intangible assets, net	—		—		—			2,109		13,959		3,845			19,913
Other assets	—		—		—			—		—		108			108
Total assets	$	—	$	—	$	3,380		$	17,056	$	15,908	$	19,172		$	55,516

Total liabilities	$	—	$	—	$	(2,210	)	$	11,849	$	10,907	$	6,853		$	27,399

Summarized below are the components of our income (loss) from discontinued operations for the year ended December 31, 2012 , 2011 and 2010 :

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Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010



(in thousands)							Data and Analytics						Mortgage Origination Services			Asset Management and Processing Solutions
For the year ended December 31, 2012	FAFC			ELI			Marketing			Consumer			Appraisal			Transportation			Total
Operating revenue	$	—		$	—		$	—		$	55,773		$	25,137		$	46,435		$	127,345
(Loss)/income from discontinued operations before income taxes	—			—			(122		)	5,026			(21,375		)	(1,786		)	(18,257		)
(Benefit)/provision for income taxes	—			—			4,891			15			(5,186		)	(2,921		)	(3,201		)
(Loss)/income, net of tax	—			—			(5,013		)	5,011			(16,189		)	1,135			(15,056		)
(Loss)/income from discontinued operations, net of tax	$	—		$	—		$	(5,013	)	$	5,011		$	(16,189	)	$	1,135		$	(15,056	)

For the year ended December 31, 2011
Operating revenue	$	—		$	—		$	29,399		$	94,755		$	69,890		$	66,115		$	260,159
Income/(loss) from discontinued operations before income taxes	—			—			(164,094		)	(10,453		)	(20,178		)	(2,472		)	(197,197		)
Provision/(benefit) for income taxes	—			—			(61,947		)	(2,205		)	(6,172		)	251			(70,073		)
Income/(benefit), net of tax	—			—			(102,147		)	(8,248		)	(14,006		)	(2,723		)	(127,124		)
Income/(loss) from discontinued operations, net of tax	$	—		$	—		$	(102,147	)	$	(8,248	)	$	(14,006	)	$	(2,723	)	$	(127,124	)

For the year ended December 31, 2010
Operating revenue	$	1,490,501		$	242,895		$	44,221		$	89,573		$	141,856		$	67,346		$	2,076,392
Income/(loss) from discontinued operations before income taxes	76,323			(166,064		)	(11,777		)	11,950			8,304			1,432			(79,832		)
Provision/(benefit) for income taxes	33,222			(27,433		)	(10,340		)	4,780			3,321			573			4,123
Income/(loss), net of tax	43,101			(138,631		)	(1,437		)	7,170			4,983			859			(83,955		)
Less: Net income attributable to noncontrolling interests	(419		)	—			—			—			—			—			(419		)
Income/(loss) from discontinued operations, net of tax	$	43,520		$	(138,631	)	$	(1,437	)	$	7,170		$	4,983		$	859		$	(83,536	)

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Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010

Note 19 - Transactions with FAFC

In connection with the Separation, we entered into various transition services agreements with FAFC effective June 1, 2010. The agreements include transitional services in the areas of information technology, tax, accounting and finance, employee benefits and internal audit. Except for the information technology services agreements, the transition services agreements are short-term in nature. For the years ended December 31, 2012 , 2011 and 2010 , the net amount of $6.5 million , $6.4 million and $5.4 million , respectively, were recognized as a reduction of other operating expenses in connection with the transition services agreements (reflecting services provided by us to FAFC and from FAFC to us).

In the Separation and Distribution Agreement, we and FAFC agreed 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. See further discussion at Note 16 – Litigation and Regulatory Contingencies.

Additionally, as part of the Separation, we entered into a Tax Sharing Agreement whereby FAFC is contingently liable for certain tax liabilities. We recorded a receivable for these contingent tax obligations from FAFC of $52.5 million and $34.4 million as of December 31, 2012 , and 2011 , respectively. The liability for income taxes associated with uncertain tax positions was $44.1 million and $10.4 million as of December 31, 2012 and 2011 , respectively. Further, during 2012, pursuant to our Tax Sharing Agreement, we recorded a net equity adjustment of approximately $5.3 million related to Separation activity associated with FAFC. In connection with this adjustment, we recorded a correction to additional paid-in capital of $8.9 million to properly reflect the Separation distribution activity in retained earnings. This adjustment had no impact on total equity. See further discussion at Note 10 – Income Taxes.

In connection with the Separation, we issued approximately $250.0 million in value, or 12,933,265 shares of our common stock to FAFC. Based on the closing price of our stock on June 1, 2010, the value of the equity issued to FAFC was $242.6 million . As a result, we made a cash payment to FAFC of $7.4 million to arrive at the full value of $250.0 million . FAFC has agreed to dispose of the shares within five years after the Separation or to bear any adverse tax consequences arising out of holding the shares for longer than that period. Since the Separation, we repurchased 10,433,265 shares of our common stock that was owned by FAFC or one of its subsidiaries for an aggregate purchase price of $227.7 million .

On June 1, 2010, we issued a promissory note to FAFC in the amount of $19.9 million that accrues interest at a rate of 6.52% per annum. Interest was first due on July 1, 2010 and is due quarterly thereafter. The note approximates the unfunded portion of the benefit obligation attributable to participants in the FAC defined benefit pension plan that are or were our employees. The note was paid in full as of September 2011.

FAFC owns two office buildings that were leased to us under the terms of certain lease agreements which expired in December 2012. Rental expense associated with these properties totaled $4.4 million in 2012 , $4.4 million in 2011 , and $4.5 million in 2010 .

During the years ended December 31, 2012 , 2011 and 2010 we entered into commercial transactions with affiliates of FAFC. The revenue associated with these transactions, which primarily related to sales of data and other settlement services totaled $19.1 million , $15.0 million and $21.4 million in 2012 , 2011 and 2010 , respectively. The expenses related to these transactions, which primarily related to purchase of sales of data and other settlement services, totaled $1.6 million , $4.2 million and $11.8 million for the years ended December 31, 2012 , 2011 and 2010 , respectively.

Note 20 - Segment Financial Information

We have organized our reportable segments into the following three reporting segments: data and analytics, mortgage

In connection with our acquisition of CDS in December 2012, we separated our spatial solutions business line from our mortgage origination services segment and combined CDS with spatial solutions, effectively creating the geospatial solutions business unit within the data and analytics segment. As a result, we revised our reporting for segment disclosure purposes.

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Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010

Data and Analytics : Our data and analytics segment owns or licenses data assets including loan information, criminal and eviction records, employment verification, property characteristic information and information on mortgage-backed securities. We both license our data directly to our customers and provide our customers with analytical products for risk management, collateral assessment, loan quality reviews and fraud assessment. We are also a provider of geospatial proprietary software and databases combining geographic mapping and data. Our primary customers are commercial banks, mortgage lenders and brokers, investment banks, fixed-income investors, real estate agents, property and casualty insurance companies, title insurance companies and government-sponsored enterprises.

Our data and analytics segment includes intercompany revenues of $12.4 million , $13.4 million , and $14.0 million for the years ended December 31, 2012 , 2011 and 2010 , respectively; and intercompany expenses of $2.9 million , $1.8 million , $10.8 million for the years ended December 31, 2012 , 2011 and 2010 , respectively.

Mortgage Origination Services : Our mortgage origination services segment provides tax monitoring, flood zone certification and monitoring, credit services, mortgage loan administration and production services, lending solutions and mortgage-related business process outsourcing. The segment’s primary customers are large, national mortgage lenders and servicers, but we also serve regional mortgage lenders and brokers, credit unions, commercial banks, and government agencies.

Our mortgage origination services segment includes intercompany revenues of $3.1 million , $6.4 million , and $3.0 million for the years ended December 31, 2012 , 2011 and 2010 , respectively; and intercompany expenses of $11.6 million , $10.0 million , $31.1 million for the years ended December 31, 2012 , 2011 and 2010 , respectively.

Asset Management and Processing Solutions : Our asset management and processing solutions segment provides mortgage default management services, loss mitigation services, claims management, property valuation and management services. The segment’s primary customers are large, national mortgage lenders and servicers, but we also serve regional mortgage lenders and brokers, credit unions, commercial banks, government agencies and property and casualty insurance companies.

Our asset management and processing solutions segment includes intercompany revenues of $3.0 million , $0.9 million , and $2.3 million for the years ended December 31, 2012 , 2011 and 2010 , respectively; and intercompany expenses of $0.0 million , $3.9 million , $16.0 million for the years ended December 31, 2012 , 2011 and 2010 , respectively.

Corporate consists primarily of investment gains and losses, corporate personnel and other operating expenses associated with our corporate facilities, certain technology initiatives, equity in earnings of affiliates, net of tax, unallocated interest expense, and our marketing services group (which focuses on lead generation).

It is impracticable to disclose revenues from external customers for each product and service offered.

Selected financial information segment is as follows:

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Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010



(in thousands)
For the year ended December 31, 2012	Data and Analytics		Mortgage Origination Services		Asset Management and Processing Solutions			Corporate			Eliminations			Consolidated (excluding discontinued operations)
Operating revenue	$	616,110	$	635,615	$	335,224		$	640		$	(19,956	)	$	1,567,633
Depreciation and amortization	72,391		26,013		11,930			23,515			(135		)	133,714
Operating income/(loss)	109,023		171,495		48,100			(106,493		)	135			222,260
Equity in earnings of affiliates, net of tax	2,197		55,571		—			(21,785		)	—			35,983
Net income/(loss) from continuing operations	112,155		226,738		48,384			(264,549		)	135			122,863
Capital expenditures	54,845		14,739		4,025			$	10,871		—			84,480

For the year ended December 31, 2011
Operating revenue	$	548,146	$	482,076	$	329,273		$	41,789		$	(62,737	)	$	1,338,547
Depreciation and amortization	67,230		22,510		7,484			19,163			(841		)	115,546
Operating income/(loss)	75,437		71,842		45,086			(104,521		)	841			88,685
Equity in earnings of affiliates, net of tax	1,512		47,673		(245		)	(18,670		)	—			30,270
Net income/(loss) from continuing operations	75,763		120,891		44,310			$	(188,310	)	841			53,495
Capital expenditures	43,506		12,528		4,062			12,128			—			72,224

For the year ended December 31, 2010
Operating revenue	$	463,513	$	466,117	$	368,536		59,125			$	(77,015	)	$	1,280,276
Depreciation and amortization	48,722		17,844		5,446			23,676			(807		)	94,881
Operating income/(loss)	88,260		82,775		77,205			(135,364		)	807			113,683
Equity in earnings of affiliates, net of tax	4,606		64,588		755			(28,308		)	—			41,641
Net Income/(loss) from continuing operations	92,853		147,663		81,310			(238,742		)	807			83,891
Capital expenditures	33,819		8,698		2,658			32,249			—			77,424



(in thousands)
As of December 31, 2012	Data and Analytics		Mortgage Origination Services		Asset Management and Processing Solutions		Corporate		Eliminations			Consolidated (excluding discontinued operations)
Investment in affiliates, net	$	14,206	$	72,977	$	—	$	7,044	$	—		$	94,227
Long-lived assets	1,229,973		876,765		167,382		4,068,246		(3,902,463		)	2,439,903
Total assets	1,375,775		1,000,382		211,515		4,344,263		(3,902,902		)	3,029,033

As of December 31, 2011
Investment in affiliates, net	$	24,398	$	79,538	$	—	$	9,873	$	—		$	113,809
Long-lived assets	1,175,596		895,268		177,122		3,836,042		(3,668,241		)	2,415,787
Total assets	1,283,568		1,003,937		226,034		4,218,145		(3,668,500		)	3,063,184

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Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010

Operating revenues separated between domestic and foreign operations and by segment is as follows:



	Year ending December 31,
(in thousands)	2012					2011					2010
	Domestic			Foreign		Domestic			Foreign		Domestic			Foreign
Data and Analytics	$	525,691		$	90,419	$	490,817		$	57,329	$	457,182		$	6,331
Mortgage Origination Services	635,375			240		481,837			239		466,065			52
Asset Management and Processing Solutions	335,224			—		329,273			—		368,536			—
Corporate	—			640		484			41,305		5,896			53,229
Eliminations	(19,956		)	—		(62,737		)	—		(77,015		)	—
Consolidated	$	1,476,334		$	91,299	$	1,239,674		$	98,873	$	1,220,664		$	59,612

Long-lived assets separated between domestic and foreign operations and by segment is as follows:



	As of December 31,
(in thousands)	2012						2011
	Domestic			Foreign			Domestic			Foreign
Data and Analytics	878,783			351,190			821,748			353,848
Mortgage Origination Services	876,761			4			895,227			41
Asset Management and Processing Solutions	167,382			—			177,122			—
Corporate	3,451,958			616,288			3,337,556			498,486
Eliminations	(3,286,202		)	(616,261		)	(3,169,785		)	(498,456		)
Consolidated (excluding assets for discontinued operations)	$	2,088,682		$	351,221		$	2,061,868		$	353,919

Note 21 - Guarantor Subsidiaries

As discussed in Note 9 - Long-Term Debt , the Notes are guaranteed on a senior unsecured basis by each of our existing and future direct and indirect subsidiaries that guarantee our Credit Agreement. These guarantees are required in support of the Notes, are full and unconditional, as well as joint and several, and are coterminous with the terms of the Notes and would require performance upon certain events of default referred to in the respective guarantees. The guarantees are subject to release under certain customary circumstances. The indenture governing the notes provides that the guarantees may be automatically and unconditionally released only upon the following circumstances: 1) the guarantor is sold or sells all of its assets in compliance with the terms of the indenture; 2) the guarantor is released from its guarantee obligations under the credit agreement; 3) the guarantor is properly designated as an “unrestricted subsidiary”, and 4) the requirements for legal or covenant defeasance or satisfaction and discharge have been satisfied. The maximum potential amounts that could be required to be paid under the domestic guarantees are essentially equal to the outstanding principal and interest under the Notes. The following condensed consolidating financial information reflects CoreLogic, Inc.'s (the "Parent's") separate accounts, the combined accounts of the guarantor subsidiaries, the combined accounts of the non-guarantor subsidiaries, the combined consolidating adjustments and eliminations and the Parent's consolidated accounts for the dates and periods indicated.

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	Condensed Balance Sheet
	As of December 31, 2012
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating/Eliminating Adjustments			Total
Assets:
Cash and cash equivalents	$	111,305	$	1,812	$	35,741	$	—		$	148,858
Other current assets	59,977		364,178		17,352		(441		)	441,066
Property and equipment, net	14,921		139,831		31,865		—			186,617
Goodwill, net	—		1,323,700		180,532		—			1,504,232
Other intangible assets, net	—		123,011		48,573		—			171,584
Capitalized data and database cost, net	—		238,598		83,691		—			322,289
Investment in affiliates, net	—		88,647		5,580		—			94,227
Deferred income tax assets, long-term	59,523		—		—		(59,523		)	—
Restricted cash	18,299		305		3,513		—			22,117
Investment in subsidiaries	1,853,561		—		—		(1,853,561		)	—
Intercompany receivable	65,885		125,587		—		(191,472		)	—
Other assets	107,976		28,420		2,441		—			138,837
Total assets	$	2,291,447	$	2,434,089	$	409,288	$	(2,104,997	)	$	3,029,827

Liabilities and equity:
Current liabilities	$	82,668	$	406,890	$	27,974	$	(441	)	$	517,091
Long-term debt, net of current	783,470		8,854		—		—			792,324
Deferred revenue, net of current	—		309,418		—		—			309,418
Deferred income tax liabilities, long term	—		111,051		19,833		(59,523		)	71,361
Intercompany payable	125,587		—		65,885		(191,472		)	—
Other liabilities	130,421		33,011		5,255		—			168,687
Total CoreLogic stockholders' equity	1,169,301		1,564,865		288,696		(1,853,561		)	1,169,301
Noncontrolling interests	—		—		1,645		—			1,645
Total liabilities and equity	$	2,291,447	$	2,434,089	$	409,288	$	(2,104,997	)	$	3,029,827

Table of Contents



	Condensed Balance Sheet
	As of December 31, 2011
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating/Eliminating Adjustments			Total
Assets:
Cash and cash equivalents	$	229,871	$	9,106	$	20,289	$	—		$	259,266
Intercompany receivable	170,937		—		—		(170,937		)	—
Other current assets	54,458		376,926		15,855		(3,592		)	443,647
Property and equipment, net	8,500		175,129		30,608		—			214,237
Goodwill, net	—		1,288,328		183,878		—			1,472,206
Other intangible assets, net	—		107,994		56,371		—			164,365
Capitalized data and database cost, net	—		218,534		85,472		—			304,006
Investment in affiliates, net	—		108,323		5,486		—			113,809
Deferred income tax assets, long-term	53,724		—		—		(53,724		)	—
Restricted cash	18,298		122		3,624		—			22,044
Investment in subsidiaries	1,638,736		—		—		(1,638,736		)	—
Other assets	92,909		30,153		2,058		—			125,120
Total assets	$	2,267,433	$	2,314,615	$	403,641	$	(1,866,989	)	$	3,118,700

Liabilities and equity:
Intercompany payables	$	—	$	157,039	$	13,898	$	(170,937	)	$	—
Other current liabilities	107,845		369,631		26,775		(3,592		)	500,659
Long-term debt, net of current	784,570		10,412		51,045		—			846,027
Deferred revenue, net of current	—		338,799		—		—			338,799
Deferred income taxes liabilities, long term	—		62,353		18,383		(53,724		)	27,012
Other liabilities	132,497		24,335		4,550		—			161,382
Total CoreLogic stockholders' equity	1,242,521		1,352,046		286,690		(1,638,736		)	1,242,521
Noncontrolling interests	—		—		2,300		—			2,300
Total liabilities and equity	$	2,267,433	$	2,314,615	$	403,641	$	(1,866,989	)	$	3,118,700

Table of Contents



	Condensed Statement of Operations
	For the year ended December 31, 2012
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/Eliminating Adjustments			Total
Operating revenue	$	—		$	1,477,258		$	90,375		$	—		$	1,567,633
Intercompany revenue	—			—			1,955			(1,955		)	—
Cost of services (exclusive of depreciation and amortization below)	—			805,767			35,781			(1,955		)	839,593
Selling, general and administrative expenses	65,636			272,074			34,356			—			372,066
Depreciation and amortization	2,937			104,571			26,206			—			133,714
Operating (loss)/income	(68,573		)	294,846			(4,013		)	—			222,260
Total interest (expense)/income, net	(50,222		)	140			(2,386		)	—			(52,468		)
Gain/(loss) on investments and other, net	3,492			(7,314		)	1,306			—			(2,516		)
(Benefit)/Provision for income taxes	(44,909		)	120,366			4,939			—			80,396
Equity in earnings of affiliates, net of tax	—			35,153			830			—			35,983
Equity/(losses) in earnings of subsidiary, net of tax	182,687			—			—			(182,687		)	—
Net income/(loss) from continuing operations	112,293			202,459			(9,202		)	(182,687		)	122,863
Loss from discontinued operations, net of tax	—			(15,056		)	—			—			(15,056		)
Gain from sale of discontinued operations, net of tax	—			3,841			—			—			3,841
Net income/(loss)	112,293			191,244			(9,202		)	(182,687		)	111,648
Less: Net loss attributable to noncontrolling interests	—			—			(645		)	—			(645		)
Net income/(loss) attributable to CoreLogic	$	112,293		$	191,244		$	(8,557	)	$	(182,687	)	$	112,293

Net income/(loss)	$	112,293		$	191,244		$	(9,202	)	$	(182,687	)	$	111,648
Total other comprehensive income/(loss)	$	4,802		$	—		$	5,920		$	(5,920	)	$	4,802
Less: Comprehensive loss attributable to noncontrolling interests	$	—		$	—		$	(645	)	$	—		$	(645	)
Comprehensive income/(loss) attributable to CoreLogic	$	117,095		$	191,244		$	(2,637	)	$	(188,607	)	$	117,095

Table of Contents



	Condensed Statement of Operations
	For the year ended December 31, 2011
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/Eliminating Adjustments			Total
Operating revenue	$	—		$	1,275,977		$	62,570		$	—		$	1,338,547
Intercompany revenue	—			—			45,678			(45,678		)	—
Cost of services (exclusive of depreciation and amortization below)	—			725,006			67,309			(43,251		)	749,064
Selling, general and administrative expenses	97,780			266,978			22,921			(2,427		)	385,252
Depreciation and amortization	3,702			92,046			19,798			—			115,546
Operating (loss)/income	(101,482		)	191,947			(1,780		)	—			88,685
Total interest expense, net	(55,564		)	(978		)	(1,748		)	—			(58,290		)
Gain/(loss) on investments and other, net	64,984			(5,061		)	82			—			60,005
(Benefit)/provision for income taxes	(65,471		)	133,017			(371		)	—			67,175
Equity in earnings of affiliates, net of tax	—			30,078			192			—			30,270
Equity in (losses)/earnings of subsidiary, net of tax	(48,018		)	—			—			48,018			—
Net (loss)/income from continuing operations	(74,609		)	82,969			(2,883		)	48,018			53,495
Loss from discontinued operations, net of tax	—			(127,124		)	—			—			(127,124		)
Net (loss)/income	(74,609		)	(44,155		)	(2,883		)	48,018			(73,629		)
Less: Net income attributable to noncontrolling interests	—			—			980			—			980
Net (loss)/income attributable to CoreLogic	$	(74,609	)	$	(44,155	)	$	(3,863	)	$	48,018		$	(74,609	)

Net income/(loss)	$	(74,609	)	$	(44,155	)	$	(2,883	)	$	48,018		$	(73,629	)
Total other comprehensive income/(loss)	$	(36,259	)	$	(14,093	)	$	(12,612	)	$	26,705		$	(36,259	)
Less: Comprehensive income attributable to noncontrolling interests	$	—		$	—		$	980		$	—		$	980
Comprehensive income/(loss) attributable to CoreLogic	$	(110,868	)	$	(58,248	)	$	(16,475	)	$	74,723		$	(110,868	)

Table of Contents



	Condensed Statement of Operations
	For the year ended December 31, 2010
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/Eliminating Adjustments			Total
Operating revenue	$	—		$	1,276,089		$	4,187		$	—		$	1,280,276
Intercompany revenue	—			—			56,474			(56,474		)	—
Cost of services (exclusive of depreciation and amortization below)	—			689,473			48,150			(53,740		)	683,883
Selling, general and administrative expenses	72,943			315,582			2,038			(2,734		)	387,829
Depreciation and amortization	5,093			86,960			2,828			—			94,881
Operating (loss)/income	(78,036		)	184,074			7,645			—			113,683
Total interest (expense)/income, net	(30,279		)	(650		)	704			—			(30,225		)
(Loss)/gain on investments and other, net	(13,852		)	(1,828		)	4,795			—			(10,885		)
(Benefit)/provision for income taxes	(55,145		)	81,971			3,497			—			30,323
Equity in (losses)/earnings of affiliates, net of tax	(29		)	41,670			—			—			41,641
Equity in earnings/(losses) of subsidiary, net of tax	10,751			—			—			(10,751		)	—
Net (loss)/income from continuing operations	(56,300		)	141,295			9,647			(10,751		)	83,891
Income/(loss) from discontinued operations, net of tax	—			18,517			(102,053		)	—			(83,536		)
Loss from sale of discontinued operations, net of tax	—			—			(18,985		)	—			(18,985		)
Net (loss)/income	(56,300		)	159,812			(111,391		)	(10,751		)	(18,630		)
Less: Net income attributable to noncontrolling interests	—			37,627			43			—			37,670
Net (loss)/income attributable to CoreLogic	$	(56,300	)	$	122,185		$	(111,434	)	$	(10,751	)	$	(56,300	)

Net income/(loss)	$	(56,300	)	$	159,812		$	(111,391	)	$	(10,751	)	$	(18,630	)
Total other comprehensive income/(loss)	$	12,848		$	1,759		$	(547	)	$	(1,229	)	$	12,831
Less: Comprehensive income attributable to noncontrolling interests	$	—		$	37,610		$	43		$	—		$	37,653
Comprehensive income/(loss) attributable to CoreLogic	$	(43,452	)	$	123,961		$	(111,981	)	$	(11,980	)	$	(43,452	)

Table of Contents



	Condensed Statement of Cash Flows
	For the year ended December 31, 2012
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/Eliminating Adjustments			Total
Cash flows from operating activities:
Net cash (used in)/provided by operating activities - continuing operations	(79,525		)	424,683			17,141			—			362,299
Net cash provided by operating activities - discontinued operations	—			820			—			—			820
Total cash (used in)/provided by operating activities	$	(79,525	)	$	425,503		$	17,141		$	—		$	363,119
Cash flow from investing activities:
Purchases of property and equipment	(3,195		)	(37,952		)	(11,453		)	—			(52,600		)
Purchases of capitalized data and other intangible assets	—			(28,483		)	(3,397		)	—			(31,880		)
Cash paid for acquisitions, net of cash acquired	—			(78,354		)	—			—			(78,354		)
Cash received from sale of subsidiary, net	—			10,000			—			—			10,000
Proceeds from sale of property and equipment	—			1,882			—			—			1,882
Proceeds from sale of investments	—			8,000			—			—			8,000
Change in restricted cash	(1		)	(184		)	271			—			86
Net cash used in investing activities - continuing operations	(3,196		)	(125,091		)	(14,579		)	—			(142,866		)
Net cash used in investing activities - continuing operations	—			(4,066		)	—			—			(4,066		)
Total cash used in by investing activities	$	(3,196	)	$	(129,157	)	$	(14,579	)	$	—		$	(146,932	)
Cash flow from financing activities:
Proceeds from long-term debt	50,000			—			—			—			50,000
Debt issuance costs	—			—			—			—			—
Repayments of long-term debt	(103,368		)	(11,020		)	(52,327		)	—			(166,715		)
Shares repurchased and retired	(226,629		)	—			—			—			(226,629		)
Proceeds from issuance of stock related to stock options and employee benefit plans	13,497			—			—			—			13,497
Minimum tax withholding paid on behalf of employees for restricted stock units	(3,466		)	—			—			—			(3,466		)
Distribution to noncontrolling interests	—			—			(10		)	—			(10		)
Tax benefit related to stock options	947			—			—			—			947
Intercompany loan payments	(65,227		)	(295,866		)	—			361,093			—
Intercompany loan proceeds	295,866			—			65,227			(361,093		)	—
Net cash (used in)/provided by financing activities - continuing operations	(38,380		)	(306,886		)	12,890			—			(332,376		)
Net cash used in financing activities - discontinued operations	—			(71		)	—			—			(71		)
Total cash (used in)/provided by financing activities	$	(38,380	)	$	(306,957	)	$	12,890		$	—		$	(332,447	)

Table of Contents



Net (decrease)/increase in cash and cash equivalents	(121,101		)	(10,611		)	15,452		—		(116,260		)
Cash and cash equivalents at beginning of period	229,871			9,106			20,289		—		259,266
Less: Change in cash and cash equivalents - discontinued operations	—			(3,317		)	—		—		(3,317		)
Plus: Cash swept from discontinued operations	2,535			—			—		—		2,535
Cash and cash equivalents at end of year	$	111,305		$	1,812		$	35,741	$	—	$	148,858

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	Condensed Statement of Cash Flows
	For the year ended December 31, 2011
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/Eliminating Adjustments			Total
Cash flows from operating activities:
Net cash (used in)/provided by operating activities - continuing operations	$	(12,523	)	$	177,100		$	7,015		$	—		$	171,592
Net cash used in operating activities - discontinued operations	—			(10,655		)	—			—			(10,655		)
Total cash (used in)/provided by operating activities	$	(12,523	)	$	166,445		$	7,015		$	—		$	160,937
Cash flow from investing activities:
Purchases of property and equipment	(785		)	(38,503		)	(5,927		)	—			(45,215		)
Purchases of capitalized data and other intangible assets	—			(26,447		)	(562		)	—			(27,009		)
Cash paid for acquisitions, net of cash acquired	(219,317		)	4,220			882			—			(214,215		)
Purchases of investments	725			(27,623		)	—			—			(26,898		)
Proceeds from sale of property and equipment	—			25,042			—			—			25,042
Proceeds from sale of investments	—			74,621			—			—			74,621
Cash received from sale of subsidiary, net	—			5,300			22,754			—			28,054
Change in restricted cash	2,675			(1		)	(583		)	—			2,091
Net cash (used in)/provided by investing activities - continuing operations	(216,702		)	16,609			16,564			—			(183,529		)
Net cash used in investing activities - discontinued operations	—			(4,497		)	—			—			(4,497		)
Total cash (used in)/provided by investing activities	$	(216,702	)	$	12,112		$	16,564		$	—		$	(188,026	)
Cash flow from financing activities:
Purchases of redeemable noncontrolling interests	—			(72,000		)	—			—			(72,000		)
Proceeds from long-term debt	750,000			54,544			53,610			—			858,154
Debt issuance costs	(22,810		)	—			—			—			(22,810		)
Repayments of long-term debt	(575,787		)	(107,094		)	(50,526		)	—			(733,407		)
Shares repurchased and retired	(176,512		)	—			—			—			(176,512		)
Proceeds from issuance of stock related to stock options and employee benefit plans	3,087			—			—			—			3,087
Minimum tax withholding paid on behalf of employees for restricted stock units	(2,023		)	—			—			—			(2,023		)
Distribution to noncontrolling interests	—			(4,290		)	(545		)	—			(4,835		)
Tax benefit related to stock options	363			—			—			—			363
Intercompany loan payments	—			(78,776		)	(53,054		)	131,830			—
Intercompany loan proceeds	131,830			—			—			(131,830		)	—
Net cash provided by/(used in) financing activities - continuing operations	108,148			(207,616		)	(50,515		)	—			(149,983		)
Net cash provided by financing activities - discontinued operations	—			71			—			—			71

100

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Total cash provided by/(used in) financing activities	$	108,148		$	(207,545	)	$	(50,515	)	$	—	$	(149,912	)
Net (decrease)/increase in cash and cash equivalents	(121,077		)	(28,988		)	(26,936		)	—		(177,001		)
Cash and cash equivalents at beginning of period	355,974			23,013			47,225			—		426,212
Less: Change in cash and cash equivalents - discontinued operations	—			(15,081		)	—			—		(15,081		)
Plus: Cash swept to discontinued operations	$	(5,026	)				$	—		$	—	$	(5,026	)
Cash and cash equivalents at end of year	$	229,871		$	9,106		$	20,289		$	—	$	259,266

101

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	Condensed Statement of Cash Flows
	For the year ended December 31, 2010
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/Eliminating Adjustments			Total
Cash flows from operating activities:
Net cash (used in)/provided by operating activities - continuing operations	$	(65,230	)	$	220,002		$	9,373		$	—		$	164,145
Net cash provided by operating activities - discontinued operations	—			18,598			23,451			—			42,049
Total cash (used in)/provided by operating activities	$	(65,230	)	$	238,600		$	32,824		$	—		$	206,194
Cash flow from investing activities:
Purchases of property and equipment	(3,347		)	(48,114		)	(1,149		)	—			(52,610		)
Purchases of capitalized data and other intangible assets	—			(24,814		)	—			—			(24,814		)
Issuance of notes receivable, net	—			(12,754		)	—			—			(12,754		)
Cash paid for acquisitions, net of cash acquired	—			(11,401		)	2,173			—			(9,228		)
Cash received from sale of subsidiary, net	—			—			265,000			—			265,000
Purchases of investments	(18,764		)	(8,520		)	—			—			(27,284		)
Proceeds from maturities of debt securities	—			371			—			—			371
Proceeds from sale of investments	—			26,386			—			—			26,386
Change in restricted cash	(20,973		)	(122		)	—			—			(21,095		)
Net cash (used in)/provided by investing activities - continuing operations	(43,084		)	(78,968		)	266,024			—			143,972
Net cash used in investing activities - discontinued operations	—			(12,193		)	(70,536		)	—			(82,729		)
Total cash (used in)/provided by investing activities	$	(43,084	)	$	(91,161	)	$	195,488		$	—		$	61,243
Cash flow from financing activities:
Purchases of redeemable noncontrolling interests	—			(385,847		)	—			—			(385,847		)
Proceeds from long-term debt	843,524			—			—			—			843,524
Debt issuance cost	(14,776		)	—			—			—			(14,776		)
Repayments of long-term debt	(691,258		)	(22,385		)	—			—			(713,643		)
Shares repurchased and retired	(30,171		)	—			—			—			(30,171		)
Proceeds from issuance of stock related to stock options and employee benefit plans	11,674			—			—			—			11,674
Minimum tax withholding paid on behalf of employees for restricted stock units	(4,677		)	—			—			—			(4,677		)
Distribution to noncontrolling interests	—			(27,800		)	—			—			(27,800		)
Cash dividends	(22,657		)	—			—			—			(22,657		)
Tax benefit related to stock options	3,423			—			—			—			3,423
Intercompany loan payments	(35,721		)	—			(240,389		)	276,110			—
Intercompany loan proceeds	240,389			35,721			—			(276,110		)	—

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Net cash provided by/(used in) financing activities - continuing operations	299,750			(400,311		)	(240,389		)	—		(340,950		)
Net cash provided by financing activities - discontinued operations	—			—			29,087			—		29,087
Total cash provided by/(used in) financing activities	$	299,750		$	(400,311	)	$	(211,302	)	$	—	$	(311,863	)
Net increase/(decrease) in cash and cash equivalents	191,436			(252,872		)	17,010			—		(44,426		)
Cash and cash equivalents at beginning of period	165,012			282,290			12,217			—		459,519
Less: Change in cash and cash equivalents - discontinued operations	—			6,405			(17,998		)	—		(11,593		)
Plus: Cash swept to discontinued operations	$	(474	)							$	—	$	(474	)
Cash and cash equivalents at end of year	$	355,974		$	23,013		$	47,225		$	—	$	426,212

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Revisions to Condensed Consolidating Financial Information

The consolidated balance sheet as of December 31, 2011 has been revised to correct the classification of $46.9 million in deferred income tax assets, long-term and deferred income tax liabilities, long-term to deferred income tax assets, current. These revisions impacted the guarantor subsidiaries. In addition, we have revised our 2011 and 2010 condensed consolidated statement of cash flows to correct the presentation of “Purchases of redeemable noncontrolling interests" as a financing activity rather than an investing activity. The revision resulted in an increase in cash flows from investing activities in 2011 and 2010 of $72.0 million and $385.8 million , respectively, from financing activities for 2011 and 2010 for the same amounts. These revisions impacted the Parent and subsidiaries. In addition, the 2011 and 2010 condensed consolidating financial information has been revised to 1) correct the presentation of deferred tax balances as assets or liabilities, 2) to gross up intercompany receivables and payables, 3) to gross up intercompany revenues and expenses, and 4) to move balances related to non-controlling interests from the Parent to the non-guarantor subsidiaries. We assessed the materiality of these items on previously issued annual and interim financial statements in accordance with SEC Staff Accounting Bulletin No. 99, and concluded that the errors were not material to the consolidated financial statements. We will revise the March 31, 2012, June 30, 2012 and September 30, 2012 financial statements to reflect the revisions discussed above, the next time such financial statements are included in future reports on Form 10-Q. The impact of these revisions to the condensed consolidating financial information for 2011 and 2010 are as follows:



	Increase/(Decrease)
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/Eliminating Adjustments			Total
Condensed Balance Sheet
As of December 31, 2011
Current assets	$	170,937		$	46,313		$	4,213		$	(174,529	)	$	46,934
Non-current assets	$	(160,629	)	$	15,419		$	—		$	106,905		$	(38,305	)
Current liabilities	$	12,608		$	157,039		$	4,882		$	(174,529	)	$	—
Non-current liabilities	$	—		$	62,353		$	—		$	(53,724	)	$	8,629
Total equity	$	(2,300	)	$	(157,039	)	$	(1,290	)	$	160,629		$	—

Condensed Statement of Operations
For the year ended December 31, 2011
Operating revenue, net	$	—		$	45,678		$	—		$	(45,678	)	$	—
Total operating expenses	$	1,098		$	44,581		$	—		$	(45,679	)	$	—
Less: Net income attributable to noncontrolling interests	$	(980	)	$	—		$	980		$	—		$	—
Net (loss) income attributable to CLGX	$	—		$	1,098		$	(980	)	$	(118	)	$	—
Comprehensive income/(loss) attributable to CoreLogic	$	—		$	1,098		$	(980	)	$	(118	)	$	—

Condensed Statement of Operations
For the year ended December 31, 2010
Operating revenue, net	$	—		$	56,474		$	—		$	(56,474	)	$	—
Total operating expenses	$	(842	)	$	57,315		$	—		$	(56,473	)	$	—
Equity in earnings/(losses) of subsidiary, net of tax	$	(38,131	)	$	—		$	—		$	38,131		$	—
Less: Net income attributable to noncontrolling interests	$	(37,670	)	$	37,627		$	43		$	—		$	—
Net (loss) income attributable to CLGX	$	—		$	(38,088	)	$	(43	)	$	38,131		$	—
Comprehensive income/(loss) attributable to CoreLogic	$	—		$	(38,088	)	$	(43	)	$	38,131		$	—

Condensed Statement of Cash Flows

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For the year ended December 31, 2011
Net cash (used in)/provided by operating activities - continuing operations	$	(1,098	)	$	1,098		$	—		$	—	$	—
Net cash (used in)/provided by investing activities - continuing operations	$	49,246		$	—		$	22,754		$	—	$	72,000
Net cash provided by/(used in) financing activities - continuing operations	$	(43,122	)	$	(6,124	)	$	(22,754	)	$	—	$	(72,000	)

Condensed Statement of Cash Flows
For the year ended December 31, 2010
Net cash (used in)/provided by operating activities - continuing operations	$	3,683		$	(4,973	)	$	1,290		—		$	—
Net cash (used in)/provided by investing activities - continuing operations	$	392,384		$	—		$	—		—		$	392,384
Net cash used in investing activities - discontinued operations	$	—		$	(6,537	)	$	—		—		$	(6,537	)
Net cash provided by/(used in) financing activities - continuing operations	$	(395,593	)	$	4,973		$	4,773		—		$	(385,847	)

Note 22 - Unaudited Quarterly Financial Data

The following table sets forth certain unaudited quarterly financial data of CoreLogic for years ended 2012 and 2011 :



	For the quarters ended
(in thousands, except per share amounts)	3/31/2012			6/30/2012		9/30/2012			12/31/2012
Operating revenue	$	358,101		$	389,361	$	409,760		$	410,411
Operating income	$	45,227		$	67,562	$	61,382		$	48,089
Equity in earnings of affiliates, net of tax	$	9,470		$	11,745	$	8,166		$	6,602
Amounts attributable to CoreLogic:
Income from continuing operations, net of tax	$	29,052		$	41,208	$	36,213		$	17,035
(Loss)/income from discontinued operations, net of tax	(8,967		)	983		(10,157		)	3,085
(Loss)/gain from sale of discontinued operations, net of tax	(3,454		)	466		12,264			(5,435		)
Net income attributable to CoreLogic stockholders	$	16,631		$	42,657	$	38,320		$	14,685
Basic income/(loss) per share:
Income from continuing operations, net of tax	$	0.27		$	0.39	$	0.36		$	0.17
(Loss)/income from discontinued operations, net of tax	(0.08		)	0.01		(0.10		)	0.03
(Loss)/gain from sale of discontinued operations, net of tax	(0.03		)	—		0.12			(0.06		)
Net income	$	0.16		$	0.40	$	0.38		$	0.14
Diluted income/(loss) per share:
Income from continuing operations, net of tax	$	0.27		$	0.39	$	0.35		$	0.17
(Loss)/income from discontinued operations, net of tax	(0.08		)	0.01		(0.10		)	0.03
(Loss)/gain from sale of discontinued operations, net of tax	(0.03		)	—		0.12			(0.05		)
Net income	$	0.16		$	0.40	$	0.37		$	0.15
Weighted-average common shares outstanding:
Basic	106,594			105,895		101,650			97,513
Diluted	107,327			106,468		103,113			99,346

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CoreLogic, Inc.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2012 , 2011 and 2010



	For the quarters ended
(in thousands, except per share amounts)	3/31/2011		6/30/2011			9/30/2011			12/31/2011
Operating revenue	$	316,282	$	328,421		$	348,446		$	345,398
Operating income	$	26,576	$	18,833		$	27,840		$	15,436
Equity in earnings of affiliates, net of tax	$	6,334	$	5,719		$	8,340		$	9,877
Amounts attributable to CoreLogic:
Income/(loss) from continuing operations, net of tax	$	21,605	$	40,041		$	(2,970	)	$	(6,161	)
Income/(loss) from discontinued operations, net of tax	1,651		(8,556		)	(104,220		)	(15,999		)
Net income/(loss)	$	23,256	$	31,485		$	(107,190	)	$	(22,160	)
Basic income/(loss) per share:
Income/(loss) from continuing operations, net of tax	$	0.19	$	0.37		$	(0.03	)	$	(0.06	)
Income/(loss) from discontinued operations, net of tax	0.01		(0.08		)	(0.98		)	(0.15		)
Net income/(loss)	$	0.20	$	0.29		$	(1.01	)	$	(0.21	)
Diluted income/(loss) per share:
Income/(loss) from continuing operations, net of tax	$	0.19	$	0.37		$	(0.03	)	$	(0.06	)
Income/(loss) from discontinued operations, net of tax	0.01		(0.08		)	(0.98		)	(0.15		)
Net income/(loss)	$	0.20	$	0.29		$	(1.01	)	$	(0.21	)
Weighted-average common shares outstanding:
Basic	115,545		108,018			106,414			106,508
Diluted	116,306		108,641			106,414			106,508

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CORELOGIC AND SUBSIDIARY COMPANIES

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

December 31, 2012 , 2011 and 2010



(in thousands) Description	Balance at Beginning of Period		Charged to Costs & Expenses		Charged to Other Accounts					Deductions				Balance at End of Period
For the year ended December 31, 2012
Allowance for doubtful accounts	$	17,365	$	15,412	$	—				$	(11,132	)	(1)	$	21,645
Claim losses	$	31,365	$	20,813	$	—				$	(16,190	)	(2)	$	35,988
Tax valuation allowance	$	29,389	$	13,134	$	(11,568	)	(3	)	$	—			$	30,955
For the year ended December 31, 2011
Allowance for doubtful accounts	$	12,314	$	6,180	$	—				$	(1,129	)	(1)	$	17,365
Claim losses	$	28,197	$	25,204	$	—				$	(22,036	)	(2)	$	31,365
Tax valuation allowance	$	19,058	$	—	$	12,156		(3	)	$	(1,825	)		$	29,389
For the year ended December 31, 2010
Allowance for doubtful accounts	$	15,289	$	1,276	$	—				$	(4,251	)	(1)	$	12,314
Claim losses	$	26,286	$	25,343	$	—				$	(23,432	)	(2)	$	28,197
Tax valuation allowance	$	14,692	$	4,366	$	—				$	—			$	19,058


(1)	Amount represents accounts written off, net of recoveries.


(2)	Amount represents claim payments, net of recoveries.


(3)	Amount represents adjustments for acquired net operating loss and credit carryforwards.

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

The Company’s principal executive officer and principal financial officer have concluded that, as of the end of the fiscal year covered by this Annual Report on Form 10-K, the Company’s 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) thereunder.

(b) Management’s Annual Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:


(1)	Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;


(2)	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and


(3)	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2012 . In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework . Based on that assessment under the framework in Internal Control—Integrated Framework , management determined that, as of December 31, 2012 , the Company’s internal control over financial reporting was effective.

PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited the Company’s financial statements provided in Item 8, above, has issued a report on the Company’s internal controls over financial reporting.

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2012 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

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Item 9B. Other Information

None

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

Except as provided below, the information required by this item will be included in an amendment to this Annual Report on Form 10-K or incorporated by reference from our Proxy Statement for our 2013 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2012 .

Code of Ethics

Our Board of Directors has adopted a code of ethics that applies to the Company's principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. A copy of this code of ethics is posted on the Investors section of the Company's website under corporate governance at www.corelogic.com. To the extent that the Company waives or amends any provisions of this code of ethics, it will disclose such waivers or amendments on the above-referenced website. The Board also has adopted a broader code of ethics and conduct, applying to all employees, officers and directors, which has also been posted to the website at the address stated above.

Item 11. Executive Compensation

The information required by this item will be included in an amendment to this Annual Report on Form 10-K or incorporated by reference from our Proxy Statement for our 2013 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2012 .

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 14. Principal Accountant Fees and Services

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PART IV

Item 15. Exhibits and Financial Statement Schedules


(a)	1. The following consolidated financial statements of CoreLogic, Inc. are included in Item 8.

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2012 and 2011

Consolidated Statements of Operations for the Years Ended December 31, 2012 , 2011 and 2010

Consolidated Statement of Comprehensive (Loss) Income for the Years Ended December 31, 2012 , 2011 and 2010

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2012 , 2011 and 2010

Consolidated Statements of Cash Flows for the Years Ended December 31, 2012 , 2011 and 2010

Notes to the Consolidated Financial Statements for the Years Ended December 31, 2012 , 2011 and 2010

2. Financial Statement Schedule.

3. Exhibits – See Exhibit Index.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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/ Anand Nallathambi
		Anand Nallathambi
		President and Chief Executive Officer
		(Principal Executive Officer)
Date:	February 22, 2013

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Anand Nallathambi, Frank D. Martell and Stergios Theologides, and each of them his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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Signature	Title	Date

/s/ Anand K. Nallathambi	President and Chief Executive Officer	February 22, 2013
Anand K. Nallathambi	(Principal Executive Officer)

/s/ Frank D. Martell	Chief Financial Officer	February 22, 2013
Frank D. Martell	(Principal Financial Officer)

/s/ James L. Balas	Senior Vice President and Corporate Controller	February 22, 2013
James L. Balas	(Principal Accounting Officer)

/s/ D. Van Skilling	Chairman of the Board, Director	February 22, 2013
D. Van Skilling

/s/ J. David Chatham	Director	February 22, 2013
J. David Chatham

/s/ Douglas C. Curling	Director	February 22, 2013
Douglas C. Curling

/s/ John C. Dorman	Director	February 22, 2013
John C. Dorman

/s/ Paul F. Folino	Director	February 22, 2013
Paul F. Folino

/s/ Thomas C. O’Brien	Director	February 22, 2013
Thomas C. O’Brien

/s/ Jaynie Miller Studenmund	Director	February 22, 2013
Jaynie Miller Studenmund

/s/ David F. Walker	Director	February 22, 2013
David F. Walker

/s/ Mary Lee Widener	Director	February 22, 2013
Mary Lee Widener

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EXHIBIT INDEX



Exhibit No.	Description

2.1	Agreement and Plan of Merger, dated May 28, 2010, by and between The First American Corporation and CoreLogic, Inc. (Incorporated by reference herein from Exhibit 2.1 to the Company’s Form 8-K as filed with the SEC on June 1, 2010).

3.1	Amended and Restated Certificate of Incorporation of CoreLogic, Inc., dated May 28, 2010 (Incorporated by reference herein from 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., effective February 27, 2012 (Incorporated by reference herein from Exhibit 3.1 to the Company's Current Report on Form 8-K as filed with the SEC on February 28, 2012).

4.1	Specimen Certificate for shares of Common Stock of CoreLogic, Inc. (Incorporated by reference herein from Exhibit 3.3 to the Company’s Current Report on Form 8-K as filed with the SEC on June 1, 2010).

4.2	Junior Subordinated Indenture, dated as of April 22, 1997 (Incorporated by reference herein from Exhibit (4.2) to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1997 as filed with the SEC on August 14, 1997).

4.3	Supplemental Indenture to Junior Subordinated Indenture, dated as of April 30, 2010 (Incorporated by reference herein from Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 as filed with the SEC on August 9, 2010).

4.4	Second Supplemental Indenture to Junior Subordinated Indenture, dated as of June 1, 2010 (Incorporated by reference herein from Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 as filed with the SEC on August 9, 2010).

4.5	Form of New 8.50% Junior Subordinated Deferrable Interest Debenture (Incorporated by reference herein from Exhibit 4.2 of Registration Statement No. 333-35945 on Form S-4, dated September 18, 1997).

4.6	Certificate of Trust of First American Capital Trust I (Incorporated by reference herein from Exhibit 4.3 of Registration Statement No. 333-35945 on Form S-4, dated September 18, 1997).

4.7	Amended and Restated Declaration of Trust of First American Capital Trust I, dated as of April 22, 1997 (Incorporated by reference herein from Exhibit (4.3) to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1997 as filed with the SEC on August 14, 1997).

4.8	Form of New 8.50% Capital Security (Liquidation Amount $1,000 per Capital Security) (Incorporated by reference herein from Exhibit 4.6 of Registration Statement No. 333-35945 on Form S-4, dated September 18, 1997).

4.9	Form of New Guarantee Agreement (Incorporated by reference herein from Exhibit 4.7 of Registration Statement No. 333-35945 on Form S-4, dated September 18, 1997).

4.10	Senior Indenture, dated as of April 7, 1998, between The First American Financial Corporation and Wilmington Trust Company as Trustee (Incorporated by reference herein from Exhibit (4) to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1998 as filed with the SEC on August 14, 1998).

4.11	Form of First Supplemental Indenture (Incorporated by reference herein from Exhibit 4.2 of Registration Statement 333-116855 on Form S-3, dated June 25, 2004).

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4.12	Second Supplemental Indenture to Senior Indenture, dated as of April 30, 2010 (Incorporated by reference herein from Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 as filed with the SEC on August 9, 2010).

4.13	Third Supplemental Indenture to Senior Indenture, dated as of May 10, 2010 (Incorporated by reference herein from Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 as filed with the SEC on August 9, 2010).

4.14	Fourth Supplemental Indenture to Senior Indenture, dated as of June 1, 2010 (Incorporated by reference herein from Exhibit 4.5 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 as filed with the SEC on August 9, 2010).

4.15	Form of Senior Note (Incorporated by reference herein from Exhibit 4.3 of Registration Statement 333-116855 on Form S-3, dated June 25, 2004).

4.16	Senior Notes Indenture, dated May 20, 2011, among CoreLogic, Inc., the guarantors named therein and Wilmington Trust FSB, as trustee (Incorporated by reference herein to Exhibit 4.1 to the Company's Current Report on Form 8-K as filed with the SEC on May 25, 2011).

4.17	Registration Rights Agreement, dated May 20, 2011, by and among CoreLogic, Inc., the guarantors identified therein, and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, Barclays Capital, Inc., SunTrust Robinson Humphrey, Inc., U.S. Bancorp Investments, Inc., Comerica Securities, Inc. and HSBC Securities (USA) Inc. (Incorporated by reference herein to Exhibit 4.2 to the Company's Current Report on Form 8-K as filed with the SEC on May 25, 2011).

10.1	Separation and Distribution Agreement by and between The First American Corporation and First American Financial Corporation, dated as of June 1, 2010 (Incorporated by reference herein to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on June 1, 2010).

10.2	Tax Sharing Agreement by and between The First American Corporation and First American Financial Corporation, dated as of June 1, 2010 (Incorporated by reference herein to Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed with the SEC on June 1, 2010).

10.3	Promissory Note issued by The First American Corporation to First American Financial Corporation, dated June 1, 2010 (Incorporated by reference herein to Exhibit 10.3 to the Company’s Current Report on Form 8-K as filed with the SEC on June 1, 2010).

10.4	Restrictive Covenants Agreement among First American Financial Corporation and The First American Corporation, dated June 1, 2010 (Incorporated by reference herein to Exhibit 10.4 to the Company’s Current Report on Form 8-K as filed with the SEC on June 1, 2010).

10.5	Employment Agreement by and between First Advantage Corporation and Anand Nallathambi, dated August 10, 2009 (Incorporated by reference herein from Exhibit 99(e)(8) of Solicitation/Recommendation Statement on Schedule 14D-9 of First Advantage Corporation, dated October 9, 2009).*

10.6	Assignment and Assumption Agreement by and between CoreLogic, Inc. and First Advantage Corporation, dated as of June 9, 2010 (Incorporated by reference herein from Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 as filed with the SEC on August 9, 2010).*

10.7	Letter Agreement by and between CoreLogic, Inc. and Mr. Nallathambi, dated June 9, 2010 (Incorporated by reference herein from Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 as filed with the SEC on August 9, 2010).*

10.8	Arrangement regarding Mr. Nallathambi’s Relocation Assistance Package (Incorporated by reference herein to description included in the Company’s Current Report on Form 8-K filed with the SEC on June 14, 2010).*

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10.9	Employment Agreement, dated May 3, 2011, between CoreLogic, Inc. and Anand K. Nallathambi (Incorporated by reference herein from Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2011 as filed with the SEC on May 6, 2011).*

10.10	Employment Agreement between CoreLogic, Inc. and George S. Livermore dated May 3, 2011 (Incorporated by reference herein to Exhibit 10.10 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2011 as filed with the SEC on August 8, 2011).*

10.11	Employment Agreement, dated May 3, 2011, between CoreLogic, Inc. and Barry M. Sando (Incorporated by reference herein to Exhibit 10.11 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2011 as filed with the SEC on August 8, 2011).*

10.12	Form of Employment Agreement (Incorporated by reference herein from Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2011 as filed with the SEC on May 6, 2011).*

10.13	Employment Agreement, dated August 29, 2011, between CoreLogic, Inc. and Frank Martell (Incorporated by reference herein to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2011 as filed with the SEC on November 4, 2011).*

10.14	Employment Agreement, dated March 14, 2011, between CoreLogic, Inc. and James L. Balas (Incorporated by reference herein from Exhibit 10.85 to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2011 as filed with the SEC on April 30, 2012).*

10.15	Employment Agreement, dated May 4, 2011, between CoreLogic, Inc. and Stergios Theologides (Incorporated by reference herein from Exhibit 10.86 to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2011 as filed with the SEC on April 30, 2012).*

10.16	Form of Change in Control Agreement (Incorporated by reference herein to Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed with the SEC on June 14, 2010).*

10.17	Pension Restoration Plan, effective as of June 1, 2010 (Incorporated by reference herein from Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 as filed with the SEC on August 9, 2010).*

10.18	Executive Supplemental Benefit Plan, effective as of June 1, 2010 (Incorporated by reference herein from Exhibit 10.19 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 as filed with the SEC on August 9, 2010).*

10.19	Amendment No. 1 to the Company’s Executive Supplemental Benefit Plan, effective as of December 31, 2010 (Incorporated by reference herein from Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on November 24, 2010).*

10.20	Amendment No. 2 to the Company’s Executive Supplemental Benefit Plan, dated as of January 27, 2011 (Incorporated by reference herein from Exhibit 10.23 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010 as filed with the SEC on March 14, 2011).*

10.21	Management Supplemental Benefit Plan, effective as of June 1, 2010 (Incorporated by reference herein from Exhibit 10.20 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 as filed with the SEC on August 9, 2010).*

10.22	Amendment No. 1 to the Company’s Management Supplemental Benefits Plan, effective as of December 31, 2010 (Incorporated by reference herein from Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed with the SEC on November 24, 2010). *

10.23	Amendment No. 2 to the Company’s Management Supplemental Benefit Plan, dated as of January 27, 2011 (Incorporated by reference herein from Exhibit 10.25 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010 as filed with the SEC on March 14, 2011).*

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10.24	Deferred Compensation Plan, effective as of June 1, 2010 (Incorporated by reference herein from Exhibit 10.21 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 as filed with the SEC on August 9, 2010).*

10.25	Amendment No. 1 to the Company’s Deferred Compensation Plan, effective as of December 31, 2010 (Incorporated by reference herein from Exhibit 10.3 to the Company’s Current Report on Form 8-K as filed with the SEC on November 24, 2010).*

10.26	Amendment No. 2 to the Company’s Deferred Compensation Plan, effective as of January 1, 2011 (Incorporated by reference herein from Exhibit 10.27 to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2010 as filed with the SEC on March 31, 2011).*

10.27	Amendment No. 3 to the Company's Deferred Compensation Plan, effective as of September 29, 2011 (Incorporated by reference herein to Exhibit 10.30 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 as filed with the SEC on February 29, 2012).*

10.28	Amendment No. 4 to the Company's Deferred Compensation Plan, effective as of September 29, 2011 (Incorporated by reference herein to Exhibit 10.31 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 as filed with the SEC on February 29, 2012).*

10.29	1997 Directors’ Stock Plan (Incorporated by reference herein from Exhibit 4.1 of Registration Statement No. 333-41993 on Form S-8, dated December 11, 1997).*

10.30	Amendment No. 1 to 1997 Directors’ Stock Plan, dated February 26, 1998 (Incorporated by reference herein from Exhibit (10)(m) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998 as filed with the SEC on March 22, 1999).*

10.31	Amendment No. 2 to 1997 Directors’ Stock Plan, dated July 7, 1998 (Incorporated by reference herein from Exhibit (10)(n) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998 as filed with the SEC on March 22, 1999).*

10.32	Amendment No. 3 to 1997 Directors’ Stock Plan, dated July 19, 2000 (Incorporated by reference herein from Exhibit (10)(c) to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2000 as filed with the SEC on August 11, 2000).*

10.33	1996 Stock Option Plan (Incorporated by reference herein from Exhibit 4 of Registration Statement No. 333-19065 on Form S-8, dated December 30, 1996).*

10.34	Amendment No. 1 to 1996 Stock Option Plan , dated February 26, 1998 (Incorporated by reference herein from Exhibit (10)(i) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998 as filed with the SEC on March 22, 1999).*

10.35	Amendment No. 2 to 1996 Stock Option Plan, dated June 22, 1998 (Incorporated by reference herein from Exhibit (10)(j) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998 as filed with the SEC on March 22, 1999).*

10.36	Amendment No. 3 to 1996 Stock Option Plan, dated July 7, 1998 (Incorporated by reference herein from Exhibit (10)(k) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998 as filed with the SEC on March 22, 1999).*

10.37	Amendment No. 4 to 1996 Stock Option Plan, dated April 22, 1999 (Incorporated by reference herein from Exhibit (10)(a) to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1999 as filed with the SEC on August 16, 1999).*

10.38	Amendment No. 5 to 1996 Stock Option Plan, dated February 29, 2000 (Incorporated by reference herein from Exhibit (10)(o) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998 as filed with the SEC on March 22, 1999).*

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10.39	Amendment No. 6 to 1996 Stock Option Plan, dated July 19, 2000 (Incorporated by reference herein from Exhibit (10)(b) of Quarterly Report on Form 10-Q for the period ended June 30, 2000 as filed with the SEC on August 11, 2000).*

10.40	Amendment No. 7 to 1996 Stock Option Plan, dated June 4, 2002 (Incorporated by reference herein from Exhibit (10)(a) to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2002 as filed with the SEC on August14, 2002).*

10.41	The CoreLogic, Inc. 2006 Incentive Compensation Plan (formerly The First American Corporation 2006 Incentive Compensation Plan) (Incorporated by reference herein from Exhibit 10.42 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010 as filed with the SEC on March 14, 2011).*

10.42	CoreLogic, Inc.'s 2011 Performance Incentive Plan (Incorporated by reference herein to Exhibit A to the Company's Proxy Statement on Schedule 14A as filed with the SEC on April 18, 2011).*

10.43	CoreLogic, Inc.'s Amended 2011 Performance Incentive Plan (Incorporated by reference herein to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2011 as filed with the SEC on November 4, 2011).*

10.44	Form of Notice of Restricted Stock Unit Grant (Employee) and Restricted Stock Unit Award Agreement (Employee), approved February 27, 2007 (Incorporated by reference herein from Exhibit 99.1 to the Company’s Current Report on Form 8-K as filed with the SEC on March 5, 2007).*

10.45	Form of Amendment to Restricted Stock Unit Award Agreement (Incorporated by reference herein from Exhibit 99.1 to the Company’s Current Report on Form 8-K as filed with the SEC on March 26, 2007).*

10.46	Form of Amendment to Restricted Stock Unit Award Agreement (Incorporated by reference herein from Exhibit 99.1 to the Company’s Current Report on Form 8-K as filed with the SEC on April 10, 2007).*

10.47	Form of Notice of Restricted Stock Unit Grant (Employee) and Restricted Stock Unit Award Agreement (Employee), approved February 26, 2008 (Incorporated by reference herein from Exhibit (10)(tt) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 as filed with the SEC on February 29, 2008).*

10.48	Form of Notice of Restricted Stock Unit Grant (Employee) and Restricted Stock Unit Award Agreement (Employee), approved February 10, 2009 (Incorporated by reference herein from Exhibit 10(uu) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 as filed with the SEC on March 2, 2009).*

10.49	Form of Notice of Restricted Stock Unit Grant (Employee) and Restricted Stock Unit Award Agreement (Employee), approved October 5, 2009 (Incorporated by reference herein from Exhibit (10)(e) to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2009 as filed with the SEC on November 2, 2009).*

10.50	Form of Notice of Restricted Stock Unit Grant (Employee) and Restricted Stock Unit Award Agreement (Employee), approved January 25, 2010 (Incorporated by reference herein from Exhibit 10(zz) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 as filed with the SEC on March 1, 2010).*

10.51	Form of Notice of Restricted Stock Unit Grant and Restricted Stock Unit Award Agreement (Employee) (Incorporated by reference herein to Exhibit 10.4 to the Company's Current Report on Form 8-K as filed with the SEC on May 25, 2011).*

10.52	Form of Notice of Restricted Stock Unit Grant (Non-Employee Director) and Restricted Stock Unit Award Agreement (Non-Employee Director) (Incorporated by reference herein from Exhibit 99.1 to the Company’s Current Report on Form 8-K as filed with the SEC on March 6, 2007).*

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10.53	Form of Notice of Restricted Stock Unit Grant (Non-Employee Director) and Restricted Stock Unit Award Agreement (Non-Employee Director) for Non-Employee Director Restricted Stock Unit Award (Incorporated by reference herein from Exhibit 10(b) to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2008 as filed with the SEC on August 8, 2008).*

10.54	Form of Notice of Restricted Stock Unit Grant (Non-Employee Director) and Restricted Stock Unit Award Agreement (Non-Employee Director), approved February 10, 2009 (Incorporated by reference herein from Exhibit 10(yy) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 as filed with the SEC on March 2, 2009).*

10.55	Form of Notice of Restricted Stock Unit Grant and Restricted Stock Unit Award Agreement (Non-Employee Director) (Incorporated by reference herein from Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 as filed with the SEC on August 9, 2010).*

10.56	Form of Notice of Restricted Stock Unit Grant and Restricted Stock Unit Award Agreement (Employee) (Incorporated by reference herein from Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 as filed with the SEC on August 9, 2010).*

10.57	Form of Notice of Restricted Stock Unit Grant and Restricted Stock Unit Award Agreement (Employee) (Incorporated by reference herein from Exhibit 10.55 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010 as filed with the SEC on March 14, 2011).*

10.58	Form of Notice of Restricted Stock Unit Grant and Restricted Stock Unit Award Agreement (Non-Employee Director) (Incorporated by reference herein to Exhibit 10.3 to the Company's Current Report on Form 8-K as filed with the SEC on May 25, 2011).*

10.59	Form of Notice of Performance-Based Restricted Stock Unit Grant and Performance-Based Restricted Stock Unit Award Agreement (Employee) (Incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K filed on June 1, 2010).*

10.60	Form of Notice of Performance-Based Restricted Stock Unit Grant and Performance-Based Restricted Stock Unit Award Agreement (Employee) (Incorporated by reference herein from Exhibit 10.57 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010 as filed with the SEC on March 14, 2011). *

10.61	Form of Notice of Performance-Based Restricted Stock Unit Grant and Performance-Based Restricted Stock Unit Award Agreement (Employee) (Incorporated by reference herein to Exhibit 10.6 to the Company's Current Report on Form 8-K as filed with the SEC on May 25, 2011).*

10.62	Form of Performance-Based Restricted Stock Unit Award Agreement, approved February 19, 2013.* ü

10.63	Form of Notice of Nonqualified Stock Option Grant and Nonqualified Stock Option Grant Agreement (Employee) (Incorporated by reference to Exhibit 10.8 to the Company's Current Report on Form 8-K filed on June 1, 2010).*

10.64	Form of Notice of Nonqualified Stock Option Grant and Nonqualified Stock Option Grant Agreement (Employee) (Incorporated by reference herein from Exhibit 10.59 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010 as filed with the SEC on March 14, 2011).*

10.65	Form of Notice of Option Grant and Option Award Agreement (Employee) (Incorporated by reference herein to Exhibit 10.5 to the Company's Current Report on Form 8-K as filed with the SEC on May 25, 2011).*

10.66	Form of Notice of Performance Unit Grant and Performance Unit Award Agreement, approved January 25, 2010 (Incorporated by reference herein from Exhibit 10(mmm) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 as filed with the SEC on March 1, 2010).*

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10.67	Form of Notice of Performance Unit Grant and Performance Unit Award Agreement, approved March 1, 2011 (Incorporated by reference herein from Exhibit 10.64 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010 as filed with the SEC on March 14, 2011).*

10.68	Form of Performance-Based Restricted Stock Unit Award Agreement, approved January 18, 2012 (Incorporated by reference herein to Exhibit 10.70 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 as filed with the SEC on February 29, 2012).* ü

10.69	Form of Performance Unit Award Agreement, approved January 18, 2012 (Incorporated by reference herein to Exhibit 10.71 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 as filed with the SEC on February 29, 2012).*

10.70	Dorado Network Systems Corporation 2011 Restricted Stock Unit Plan (Incorporated by reference herein to Exhibit 4.3 to the Company's Registration Statement on Form S-8 as filed with the SEC on May 20, 2011).*

10.71	Purchase Agreement between CoreLogic, Inc. and STG-Fairway Holdings, LLC, dated as of December 22, 2010 (Incorporated by reference herein to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 29, 2010).

10.72	Credit Agreement, dated May 23, 2011, among CoreLogic, Inc., CoreLogic Australia Pty Limited, the guarantors named therein, the lenders party from time to time thereto and Bank of America, N.A., as administrative agent (Incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K as filed with the SEC on May 25, 2011).

10.73	Third Amended and Restated Credit Agreement among The First American Corporation, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, dated as of April 12, 2010 (Incorporated by reference herein to Exhibit 10(c) to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2010 as filed with the SEC on May 3, 2010).

10.74	First Amendment to Third Amended and Restated Credit Agreement, dated as of December 3, 2010 (Incorporated by reference herein from Exhibit 10.68 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010 as filed with the SEC on March 14, 2011).

10.75	Amendment No. 2 to Third Amended and Restated Credit Agreement, dated February 22, 2011, between CoreLogic, Inc. and JPMorgan Chase Bank, N.A., as administrative agent (Incorporated by reference herein from Exhibit 10.1 to the Company's Form 8-K as filed with the SEC on February 28, 2011).

10.76	Reseller Services Agreement, dated as of November 30, 1997 (Incorporated by reference herein from Exhibit (10)(g) to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 1998 as filed with the SEC on May 15, 1998).

10.77	Amendment to Reseller Services Agreement for Resales to Consumers, dated as of November 30, 1997 (Incorporated by reference herein from Exhibit (10)(h) to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 1998 as filed with the SEC on May 15, 1998).

10.78	A greement for Service, dated October 7, 1998, between CoreLogic CREDCO (formerly First American CREDCO) and Equifax Credit Information Services, Inc. (Incorporated by reference herein from Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2011 as filed with the SEC on May 6, 2011).

10.79	Addendum to Agreement for Service, dated May 31, 2000, between CoreLogic CREDCO (formerly First American CREDCO) and Equifax Credit Information Services, Inc. (Incorporated by reference herein from Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2011 as filed with the SEC on May 6, 2011).

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10.80	Reseller Service Agreement, dated April 26, 2011, between CoreLogic, Inc. and Trans Union LLC (Incorporated by reference herein from Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2011 as filed with the SEC on May 6, 2011).

10.82	Form of Indemnification Agreement (Directors and Officers) (Incorporated by reference herein to Exhibit 10.1 to the Company's Current Report on Form 8-K as filed with the SEC on May 25, 2011).*

10.83	Master Professional Services Agreement, dated August 17, 2011, between CoreLogic Real Estate Solutions, LLC and Cognizant Technology Solutions U.S. Corporation (Incorporated by reference herein to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q/A for the period ended September 30, 2011 as filed with the SEC on March 23, 2012 ).±

10.84	Master Services Agreement by and between the Company and Dell Marketing, L.P., dated as of July 19, 2012 (Incorporated by reference herein from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2012 as filed with the SEC on October 26, 2012).±

10.85	Amendment No. 1 dated October 23, 2012 to the Master Services Agreement by and between CoreLogic Solutions, LLC and Dell Marketing, L.P. ü

10.86	Amendment No. 2 dated October 26, 2012 to the Master Services Agreement and Supplement A between CoreLogic Solutions, LLC and Dell Marketing L.P. ü ±

10.87	Support Agreement, dated June 11, 2012, between CoreLogic, Inc., on the one hand, and Highfields Capital Management LP, Highfields GP LLC, Highfields Associates LLC, Highfields Capital I LP, Highfields Capital II LP, and Highfields Capital III L.P., on the other hand (Incorporated by reference herein from Exhibit 99.1 to the Company's Current Report on Form 8-K as filed with the SEC on June 12, 2012).

21.1	Subsidiaries of the registrant. ü

23.1	Consent of Independent Registered Public Accounting Firm. ü

31.1	Certification by Principal Executive Officer Pursuant to Rule 13a-14(a) under the Securities Act of 1934, as amended. ü

31.2	Certification by Principal Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. ü

32.1	Certification by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350. ü

32.2	Certification by Principal Financial Officer Pursuant to 18 U.S.C. Section 1350. ü

99.1	Audited Financial Statements of RELS LLC. ü

101	Extensible Business Reporting Language (XBRL)

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ü	Included in this filing

*	Indicates a management contract or compensatory plan or arrangement in which any director or named executive officer participates.

±	Confidential treatment has been requested with respect to portions of this exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934 and these confidential portions have been redacted from this exhibit. A complete copy of this exhibit, including the redacted terms, has been separately filed with the Securities and Exchange Commission.

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Exhibit 10.62 Form of PBRSU Award Agreement

[Employee]

Notice of Performance-Based Restricted Stock Unit Grant

Participant: [Participant Name]

Corporation: CoreLogic, Inc.


Notice:	You have been granted the following Performance-Based Restricted Stock Units (“Performance-Based RSUs”) in accordance with the terms of the Plan and the Performance-Based Restricted Stock Unit Award Agreement attached hereto.


Type of Award:	Performance-Based RSUs


Plan:	The CoreLogic, Inc. 2011 Performance Incentive Plan

Grant: Date of Grant: [Grant Date]

Target Number of Performance-Based RSUs: [Number of RSUs Granted]


Vesting:	[Voting Term to be Inserted Here]


Measurement Period:	The performance period for the Performance-Based RSUs shall commence on __________ and end on __________ (the “Performance Period”). Each of the ______ calendar years occurring in the Performance Period is referred to as a “Performance Year.”

Performance Measures: [Performance Measures to be Inserted Here]


Forfeiture:	Any Performance-Based RSUs that have not been credited either with respect to the individual Performance Years or the cumulative Performance Period shall be immediately forfeited effective as of the end of the Performance Period.


Time-Based Vesting :	[Time-Based Vesting Provisions, If Any, to be Inserted Here]

Rejection:

If you wish to accept this Performance-Based RSU Award, please access Fidelity NetBenefits® at www.netbenefits.com and follow the steps outlined under the "Accept Grant" link at any time within forty-five (45) days after the Date of Grant. If you do not accept your grant via Fidelity NetBenefits® within forty-five (45) days after the Date of Grant, you will have rejected this Performance-Based RSU Award.

[Employee]

Performance-Based Restricted Stock Unit Award Agreement

This Performance-Based Restricted Stock Unit Award Agreement (this “Agreement”), dated as of the Date of Grant set forth in the Notice of Performance-Based Restricted Stock Unit Grant attached hereto (the “Grant Notice”), is made between CoreLogic, Inc. (the “Corporation”) and the Participant set forth in the Grant Notice. The Grant Notice is included in and made part of this Agreement.


1.	Definitions .

Certain capitalized terms are defined in the Grant Notice, herein or in the attached Appendix A. Capitalized terms used but not defined in the Grant Notice, herein or in the attached Appendix A have the meaning assigned to such terms in the Plan.


2.	Grant of the Performance-Based RSUs .

Subject to the provisions of this Agreement and the provisions of the Plan, the Corporation hereby grants to the Participant, pursuant to the Plan, a right to receive the number of shares of Common Stock (“Shares”) set forth in the Grant Notice (the “Performance-Based RSUs”).


3.	Dividend Equivalents .

Each Performance-Based RSU shall accrue Dividend Equivalents (as defined below) with respect to dividends that would otherwise be paid on the Share underlying such Performance-Based RSU during the period from the Grant Date to the earlier of the date such Share is paid in accordance with this Agreement or the date the Share is forfeited pursuant to the terms of this Agreement. As of any date in this period that the Corporation pays an ordinary cash dividend on its Common Stock, the Corporation shall credit the Participant with an additional number of Performance-Based RSUs equal to (i) the per share cash dividend paid by the Corporation on its Common Stock on such date, multiplied by (ii) the total number of Performance-Based RSUs subject to the award as of the related dividend payment record date (including any Dividend Equivalents previously credited hereunder), divided by (iii) the fair market value (as determined in accordance with the terms of the Plan) of a share of Common Stock on the date of payment of such dividend. Any Performance-Based RSUs credited pursuant to the foregoing provisions of this Section 3 shall be subject to the attainment of the same Performance Measures and time-based vesting requirements applicable to the original Performance-Based RSUs to which they relate, and shall otherwise be subject to the same vesting, payment, delivery and other terms, conditions and restrictions as the original Performance-Based RSUs to which they relate. Any such crediting of Dividend Equivalents shall be conclusively determined by the Administrator. No crediting of Performance-Based RSUs shall be made pursuant to this Section 3 with respect to any Performance-Based RSUs which, as of such record date, have either been delivered or terminated pursuant to the Plan or this Agreement. For purposes of this Agreement, “Dividend Equivalents” means the equivalent value (in cash or Shares) of dividends that would otherwise be paid on the Shares subject to the Performance-Based RSUs but that have not been issued or delivered.


4.	Vesting and Payment; Termination .

(a) The Performance-Based RSUs shall vest and become payable subject to the attainment of the Performance Measures and time-based vesting requirements as set forth in the Grant Notice. Subject to the terms of the Plan, the remaining provisions of this Section 4 and Section 5, all Performance-Based RSUs which have not become vested and payable prior to the date of the Participant's Termination shall be immediately forfeited.

(b) Notwithstanding the foregoing Section 4(a) to the contrary, in the event of the Participant's Termination due to his or her death, Disability or, except as provided in Section 5(d), Normal Retirement, in each case during the Performance Period and prior to the Shares underlying the Performance-Based RSUs becoming vested and payable, then the Shares underlying the Performance-Based RSUs shall remain outstanding and shall be eligible to become vested and payable on a prorated basis such that the number of such Shares that shall become vested and payable as of the conclusion of the Performance Period shall equal (i) the number of such Shares that would have vested as of the conclusion of the Performance Period based on the attainment of the Performance Measures set forth in the Grant Notice or that would have vested in connection with a change of control or other corporate transaction as provided in Section 5(a) (assuming no termination of employment had occurred), multiplied by (ii) a fraction, the numerator of which shall be the sum of the number of whole months during the Performance Period the Participant was employed by the Corporation or one of its Affiliates (as defined in Appendix A attached hereto), and the denominator of which shall be thirty-six months.

(c) Notwithstanding the foregoing Section 4(a) to the contrary, in the event of the Participant's Termination due to his or her death, Disability or Normal Retirement, in each case following the end of the Performance Period and prior to the Shares underlying the Performance-Based RSUs becoming vested and payable, then any Shares underlying the outstanding Performance-Based RSUs that have become eligible for vesting following the end of the Performance Period based on the Corporation's performance shall become vested and payable.

(d) Any such Shares that become vested and payable pursuant to this Section 4 shall be paid (together with Shares comprising all accrued Dividend Equivalents with respect to such Shares) to the Participant at the time as specified in Section 6. The vesting and payment provided for in this Section 4 in connection with a Termination due to the Participant's Disability or Normal Retirement is subject to the condition that the Participant shall have signed a separation agreement in the form established by the Corporation within 21 days (or such longer period of time required by applicable law) following his or her Termination and such separation agreement is not subsequently revoked.

(e) For purposes of this Agreement, “Normal Retirement” means Termination of the Participant, other than for Cause (as defined in Appendix A attached hereto), after the Participant has reached 62 years of age.


5.	Change in Control .

(a) In the event during the Performance Period of a corporate transaction described in 7.2 of the Plan (which generally includes transactions that the Corporation does not survive or does not survive as a public company in respect of its Common Stock) in which the Administrator does not make a provision for the substitution, assumption, exchange or other continuation or settlement of the Performance-Based RSUs or (unless the Administrator has provided for the termination of the award) the award would otherwise not continue in accordance with its terms in the circumstances, the Performance Period

shall be shortened so that the Performance Year then in effect as well as the Performance Period terminate prior to such transaction as determined by the Administrator (any such shortened Performance Period, the “Shortened Performance Period”). The Adjusted EPS performance levels shall be pro-rated based on the portion of the applicable period completed through the end of such Shortened Performance Period. For purposes of any Performance Year that had not commenced as of the end of such Shortened Performance Period, for purposes of determining the crediting of units, the number of units deemed credited with respect to any such Performance Year shall equal the number of units credited (or deemed credited, as the case may be) in the immediately preceding Performance Year. Notwithstanding any continued employment or service requirement or time-based vesting requirement following the end of the Shortened Performance Period in the Plan or this Agreement to the contrary, the Participant shall be entitled to vesting and payment of the number of Shares subject to the Performance-Based RSUs (or the equivalent fair market value thereof, as determined by the Administrator, in cash) equal to the greater of (a) 100% of the total number of Performance-Based RSUs set forth in the Grant Notice or (b) the number of Performance-Based RSUs that would have become eligible for time-based vesting in accordance with the terms hereof based on the Corporation's actual performance for the Shortened Performance Period as determined using the Performance Measures set forth in the Grant Notice (assuming that such performance levels had been achieved for the entire Performance Period).

(b) In the event of a corporate transaction described in 7.2 of the Plan following the end of the Performance Period, the provisions of Section 7.2 of the Plan shall apply to any Shares underlying the outstanding Performance-Based RSUs that have become eligible for vesting following the end of the Performance Period based on the Corporation's performance.

(c) Shares (or the equivalent fair market value thereof, as determined by the Administrator, in cash) underlying the Performance-Based RSUs that become vested and payable in connection with a transaction as described above in Section 5(a) or 5(b) shall be paid (together with any Shares comprising all accrued Dividend Equivalents with respect to such Shares) to the Participant at the time as specified in Section 6. Any Shares underlying Performance-Based RSUs that have been forfeited prior to the date of a transaction as described above in Section 5(a) or 5(b) shall not be eligible to become vested or payable in connection with any such transaction.

(d) In the event the Participant is Terminated by the Corporation or an Affiliate (including any successor to such entity) without Cause during the Performance Period upon or at any time following a Change in Control and prior to the payment or other forfeiture of the Performance-Based RSUs, then the Shares underlying the Performance-Based RSUs shall remain outstanding such that the number of such Shares that shall become vested and payable as of the conclusion of the Performance Period shall equal the greater of (a) 100% of the total number of Performance-Based RSUs set forth in the Grant Notice or (b) the number of Performance-Based RSUs that would have become eligible for vesting in accordance with the terms hereof based on the Corporation's actual performance for the Performance Period as determined using the Performance Measures set forth in the Grant Notice (assuming no termination of employment had occurred). In the event that the Participant would otherwise be entitled to accelerated vesting of the Performance-Based RSUs in connection with his or her Termination under both Section 4(b) and this Section 5(d), the provisions of this Section 5(d) will apply, and the Participant will not be entitled to any accelerated vesting under Section 4(b) with respect to such Termination.

(e) In the event the Participant is Terminated by the Corporation or an Affiliate (including any successor to such entity) without Cause following the end of the Performance Period upon or at any time during the twelve-month period following a Change in Control and prior to the payment or other forfeiture of the Performance-Based RSUs, then any Shares underlying the outstanding Performance-Based RSUs that have become eligible for vesting following the end of the Performance Period based on the Corporation's performance shall become vested and payable.

(f) Any Shares underlying the Performance-Based RSUs that become vested and payable pursuant to this Section 5 shall be paid (together with any Shares comprising all accrued Dividend Equivalents with respect to such Shares) as provided in Section 6. Any Shares underlying Performance-Based RSUs that have been forfeited prior to the date of the Termination without Cause as described above shall not be eligible to become vested or payable in connection with any such Termination. The vesting and payment provided for in this Section 5 in connection with the Participant's Termination without Cause is subject to the condition that the Participant shall have signed a separation agreement in the form established by the Corporation within 21 days (or such longer period of time required by applicable law) following his or her Termination and such separation agreement is not subsequently revoked.


6.	Payment of Shares .

(a) The [Reference to Performance Measures to be Inserted Here], shall be Business Criteria under the Plan, and shall be subject to all of the terms of the Plan applicable to Performance-Based Awards including the requirement for Administrator determination of the attainment or non-attainment of the performance goals. The Administrator's determination of performance, and the number of units credited based on performance and eligible to vest, will be final and binding.

(b) The Shares underlying the Performance-Based RSUs which have become vested and payable at the end of the Performance Period according to the vesting schedule set forth in the Grant Notice, together with Shares comprising all accrued Dividend Equivalents with respect to such Shares, shall be paid by the Corporation to the Participant as soon as reasonably practicable in the year following the year in which the Performance Period ends, but in no event later than 74 days, following the end of the year in which the Performance Period set forth in the Grant Notice ends. The Shares underlying the Performance-Based RSUs which have become vested and payable in connection with a qualifying Termination occurring during the Performance Period pursuant to Section 4(b) or Section 5(d) of this Agreement, together with Shares comprising all accrued Dividend Equivalents with respect to such Shares, shall be paid by the Corporation to the Participant as soon as reasonably practicable in the year following the year in which the Performance Period ends, but in no event later than 74 days, following the end of the year in which the Performance Period set forth in the Grant Notice ends. The Shares underlying the Performance-Based RSUs which have become vested and payable in connection with a qualifying Termination occurring following the end of the Performance Period pursuant to Section 4(c) or Section 5(e) of this Agreement, together with Shares comprising all accrued Dividend Equivalents with respect to such Shares, shall be paid by the Corporation to the Participant as soon as reasonably practicable, but in no event later than 74 days, following the first to occur of (i) the date of the Participant's death or Disability, or (ii) the first anniversary of the Participant's “separation from service” (as such term is used for purposes of Section 409A of the Code). The Shares underlying the Performance-Based RSUs which have become vested and payable as a result of a transaction described in 7.2 of the Plan pursuant to Section 5(a) or Section 5(b), together with Shares comprising all accrued Dividend Equivalents with respect to such Shares, shall be paid by the Corporation to the Participant as soon as reasonably practicable in the year following the year in which the Performance Period ends, but in no event later than 74 days, following the end of the year in which the Performance Period set forth in the Grant Notice ends, provided, however, that (A) if the Participant dies, incurs a Disability or has a separation from service during the Performance Period, the related payment shall be made to the Participant as soon as reasonably practicable in the year following the year in which the Performance Period ends, but in no event later than 74 days, following the end of the year in which the Performance Period set forth in the Grant Notice ends, or (B) if the Participant dies, incurs a Disability or has a separation from service following the end of the Performance Period, the related payment shall be made to the Participant as soon as reasonably practicable, but in no event later than 74 days, following the first to occur of (x) the date of the Participant's death or Disability, or (y) the first anniversary of the Participant's separation from service. Notwithstanding the foregoing provisions of this Section 6, the Administrator may provide for payment of any Shares underlying the Performance-Based RSUs which have become vested and payable in accordance with the requirements of Treasury Regulation 1.409A-3(j)(4)(ix)(A), (B) or (C) promulgated under Section 409A of the Code (or any similar successor provision), which regulation generally provides that a deferred compensation arrangement may be terminated in limited circumstances following a dissolution or change in control of the Corporation. In the event that the specified period for any payment provided for in this Section 6 spans two calendar years and the payment is subject to the condition that the Participant have signed and not revoked a separation agreement, the payment shall be made by the Corporation in the second later calendar year.

(c) Any Shares underlying the Performance-Based RSUs that have not become vested and payable following the end of the Performance Period based on the Corporation's performance or pursuant to Section 4 or Section 5 shall be forfeited as of the last day of the Performance Period. The Participant shall have no rights to receive payment of any Shares, whether pursuant to this Section 6 or any other provision of this Agreement, with respect to Performance-Based RSUs that have been forfeited or cancelled, or for which Shares have previously been delivered. No fractional Shares shall be paid pursuant to this Section 6 or any other provision of this Agreement, and the Shares otherwise payable shall be rounded down to the nearest whole number of Shares.


7.	No Ownership Rights Prior to Issuance of Shares .

Neither the Participant nor any other person shall become the beneficial owner of the Shares underlying the Performance-Based RSUs, nor have any rights to dividends (other than rights to Dividend Equivalents pursuant to Section 3) or other rights as a stockholder with respect to any such Shares, until and after such Shares have been actually issued to the Participant and transferred on the books and records of the Corporation or its agent in accordance with the terms of the Plan and this Agreement.


8.	Detrimental Activity .

(a) Notwithstanding any other provisions of this Agreement to the contrary, if at any time prior to the delivery of Shares with respect to the Performance-Based RSUs, the Participant engages in Detrimental Activity (as defined below), such Performance-Based RSUs shall be cancelled and rescinded without any payment or consideration therefor. The determination of whether the Participant has engaged in Detrimental Activity shall be made by the Administrator in its good faith discretion, and the payment of Shares with respect to the Performance-Based RSUs shall be suspended pending resolution to the Administrator's satisfaction of any investigation of the matter.

(b) For purposes of this Agreement, “Detrimental Activity” means at any time (i) using information received during the Participant's employment with the Corporation and/or its Subsidiaries, Affiliates and predecessors in interest

relating to the business affairs of the Corporation or any such Subsidiaries, Affiliates or predecessors in interest, in breach of the Participant's express or implied undertaking to keep such information confidential; (ii) directly or indirectly persuading or attempting to persuade, by any means, any employee of the Corporation or any of its Subsidiaries or Affiliates to breach any of the terms of his or her employment with Corporation, its Subsidiaries or its Affiliates; (iii) directly or indirectly making any statement that is, or could be, disparaging of the Corporation or any of its Subsidiaries or Affiliates, or any of their respective employees (except to the extent necessary to respond truthfully to any inquiry from applicable regulatory authorities or to provide information pursuant to legal process); (iv) directly or indirectly engaging in any illegal, unethical or otherwise wrongful activity that is, or could be, substantially injurious to the financial condition, reputation or goodwill of the Corporation or any of its Subsidiaries or Affiliates; or (v) directly or indirectly engaging in an act of misconduct such as, embezzlement, fraud, dishonesty, nonpayment of any obligation owed to the Corporation or any of its Subsidiaries or Affiliates, breach of fiduciary duty or disregard or violation of rules, policies or procedures of the Corporation or any of its Subsidiaries or Affiliates, an unauthorized disclosure of any trade secret or confidential information of the Corporation or any of its Subsidiaries or Affiliates, any conduct constituting unfair competition, or inducing any customer to breach a contract with the Corporation or any of its Subsidiaries or Affiliates, in each case as determined by the Administrator in its good faith discretion.


9.	No Right to Continued Employment .

None of the Performance-Based RSUs nor any terms contained in this Agreement shall confer upon the Participant any express or implied right to be retained in the employ of the Corporation or any Subsidiary or Affiliate for any period, nor restrict in any way the right of the Corporation or any Subsidiary or any Affiliate, which right is hereby expressly reserved, to terminate the Participant's employment at any time for any reason. For the avoidance of doubt, this Section 9 is not intended to amend or modify any other agreement, including any employment agreement that may be in existence between the Participant and the Corporation or any Subsidiary or Affiliate.


10.	The Plan .

In consideration for this grant, the Participant agrees to comply with the terms of the Plan and this Agreement. This Agreement is subject to all the terms, provisions and conditions of the Plan, which are incorporated herein by reference, and to such regulations as may from time to time be adopted by the Administrator. In the event of any conflict between the provisions of the Plan and this Agreement, the provisions of the Plan shall control, and this Agreement shall be deemed to be modified accordingly, provided that the provisions of Section 4, Section 5 and Section 6 of this Agreement shall control over any conflicting payment provisions of the Plan. The Plan and the prospectus describing the Plan can be found on Fidelity NetBenefits® at www.netbenefits.com under Plan Information and Documents. A paper copy of the Plan and the prospectus shall be provided to the Participant upon the Participant's written request to the Corporation at CoreLogic, Inc., 40 Pacifica, Suite 900, Irvine, California 92618, Attention: Incentive Compensation Plan Administrator, or such other address as the Corporation may from time to time specify.


11.	Compliance with Laws and Regulations .

(a) The Performance-Based RSUs and the obligation of the Corporation to sell and deliver Shares hereunder shall be subject in all respects to (i) all applicable Federal and state laws, rules and regulations and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Administrator shall, in its discretion, determine to be necessary or applicable. Moreover, the Corporation shall not deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Corporation determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Corporation shall not be required to deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Corporation.

(b) It is intended that the Shares received in respect of the Performance-Based RSUs shall have been registered under the Securities Act. If the Participant is an “affiliate” of the Corporation, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), the Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Corporation deems appropriate to comply with Federal and state securities laws.

(c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, the Participant shall execute, prior to the delivery of any Shares to the Participant by the Corporation pursuant to this Agreement, an agreement (in such form as the Corporation may specify) in which the Participant represents and warrants that the Participant is purchasing or acquiring the Shares acquired under this Agreement for the Participant's own account, for investment only and not with a view to the resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to

either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption the Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Corporation, from counsel for or approved by the Corporation, as to the applicability of such exemption thereto.


12.	Notices .

All notices by the Participant or the Participant's assignees shall be addressed to CoreLogic, Inc., 40 Pacifica, Suite 900, Irvine, California 92618, Attention: Incentive Compensation Plan Administrator, or such other address as the Corporation may from time to time specify. All notices to the Participant shall be addressed to the Participant at the Participant's address in the Corporation's records.

13. Severability .

In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.


14.	Other Plans .

The Participant acknowledges that any income derived from the Performance-Based RSUs shall not affect the Participant's participation in, or benefits under, any other benefit plan or other contract or arrangement maintained by the Corporation or any Subsidiary or Affiliate. Performance-Based RSUs and Dividend Equivalents shall not be deemed to be “Covered Compensation” under any other benefit plan of the Corporation.

15. Adjustments .

The Performance-Based RSUs and the Shares underlying the Performance-Based RSUs shall be subject to adjustment and conversion pursuant to the terms of Section 7.1 of the Plan.

16. Tax Withholding .

Any payment or delivery of Shares pursuant to this Agreement shall be subject to the Corporation's rights to withhold applicable Federal, state, local and non-United States taxes in accordance with Section 8.5 of the Plan.

17. Section 409A .

The provisions of this Agreement shall be construed and interpreted to comply with Section 409A of the Code so as to avoid the imposition of any penalties, taxes or interest thereunder.

18. Clawback .

The Performance-Based RSUs are subject to the terms of the Corporation's recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of the Performance-Based RSUs or any Shares or other cash or property received with respect to the Performance-Based RSUs (including any value received from a disposition of the Shares acquired upon payment of the Performance-Based RSUs).

CORELOGIC, INC.

By:______________________________

Name: [Anand Nallathambi]

Title: [Chief Executive Officer]

Date: [Grant Date]

Acknowledged and agreed as of the Date of Grant:

Printed Name: [Participant Name]

Date: [Acceptance Date]

[NOTE: GRANT WILL BE ACCEPTED ELECTRONICALLY]

APPENDIX A

Certain Definitions

[Performance metric definitions to be included]

“ Affiliate ” means any entity other than the Corporation and any Subsidiary that is affiliated with the Corporation through stock or equity ownership or otherwise and is designated as an Affiliate for purposes of the Plan by the Administrator.

“ Beginning Price ” means, with respect to the Corporation and any other Corporation Peer Group member, the closing market price of such company's common stock on the principal exchange on which such stock is traded on the last trading day before the beginning of the applicable measurement period (the relevant Performance Year or cumulative Performance Period).

“ Cause ” has the same meaning as in the Participant's employment agreement with the Corporation, a Subsidiary or an Affiliate (if any) as in effect at the time of the Participant's Termination, or if the Participant is not a party to such an employment agreement (or is not a party to such an employment agreement that contains a definition of “cause”), “Cause” means: (i) embezzlement, theft or misappropriation by the Participant of any property of any of the Corporation or its Affiliates; (ii) the Participant's breach of any fiduciary duty to the Corporation or its Affiliates; (iii) the Participant's failure or refusal to comply with laws or regulations applicable to the Corporation or its Affiliates and their businesses or the policies of the Corporation and its Affiliates governing the conduct of its employees or directors; (iv) the Participant's gross incompetence in the performance of the Participant's job duties; (v) commission by the Participant of a felony or of any crime involving moral turpitude, fraud or misrepresentation; (vi) the failure of the Participant to perform duties consistent with a commercially reasonable standard of care; (vii) the Participant's failure or refusal to perform the Participant's job duties or to perform specific directives of the Participant's supervisor or designee, or the senior officers or Board of Directors of the Corporation; or (viii) any gross negligence or willful misconduct of the Participant resulting in loss to the Corporation or its Affiliates, or damage to the reputation of the Corporation or its Affiliates.

“ Change in Control ” means the happening of any of the following after the date hereof:

(a)

The consummation of a merger or consolidation of the Corporation with or into another entity or any other corporate reorganization, if fifty percent (50%) or more of the combined voting power of the continuing or surviving entity's securities outstanding immediately after such merger, consolidation, or other reorganization is owned by persons who were not stockholders of the Corporation immediately prior to such merger, consolidation, or other reorganization.


(b)	The sale, transfer, or other disposition of all or substantially all of the Corporation's assets or the complete liquidation or dissolution of the Corporation.

(c)

A change in the composition of the Board occurring within a two (2) year period, as a result of which fewer than a majority of the directors are Incumbent Directors. “ Incumbent Directors ” shall mean directors who are directors of the Corporation immediately following the consummation of the transactions contemplated by the Separation and Distribution Agreement by and between the Corporation and the First American Financial Corporation dated June 1, 2010 (the “ Separation Agreement ”). “ Incumbent Directors ” shall also include directors who are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, but shall not include an individual not otherwise an Incumbent Director whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Corporation.

(d)

Any transaction as a result of which any person or group is or becomes the “ beneficial owner ” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Corporation representing at least thirty percent (30%) of the total voting power of the Corporation's then outstanding voting securities. For purposes of this paragraph, the term “ person ” shall have the same meaning as when used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but shall exclude: (i) a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or of a Subsidiary of the Corporation; (ii) so long as a person does not thereafter increase such person's beneficial ownership of the total voting power represented by the Corporation's then outstanding voting securities, a person whose beneficial ownership of the total voting power represented by the Corporation's then outstanding voting securities increases to thirty percent (30%) or more as a result of the acquisition of voting securities of the Corporation by the Corporation which reduces the number of such voting securities then outstanding; or (iii) so long as a person does not thereafter increase such person's beneficial ownership of the total voting power represented by the Corporation's then outstanding voting securities, a person that acquires directly from the Corporation securities of the Corporation

representing at least thirty percent (30%) of the total voting power represented by the Corporation's then outstanding voting securities.

A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Corporation's incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Corporation's securities immediately before such transaction.

For the avoidance of doubt, the consummation of any or all of the transactions in the Separation Agreement is not considered a Change in Control for purposes of this Agreement.

“ Corporation Peer Group ” means the Corporation and each of the following companies:

[Applicable Peer Group to be Inserted Here]

The Corporation Peer Group shall be subject to adjustment by the Administrator for changes that occur prior to the end of the Performance Year or Performance Period, as applicable, as follows: In the event of a merger or other business combination of two Corporation Peer Group members (including, without limitation, the acquisition of one Corporation Peer Group member, or all or substantially all of its assets, by another Corporation Peer Group member), the surviving, resulting or successor entity, as the case may be, shall continue to be treated as a member of the Corporation Peer Group, provided that the common stock (or similar equity security) of such entity is listed or traded on a national securities exchange as of the end of the applicable period. In the event that the common stock (or similar equity security) of a Corporation Peer Group member is otherwise not listed or traded on a national securities exchange at the end of the Performance Year or Performance Period, as applicable, such entity shall be excluded from the Corporation Peer Group.

“ Disability ” means the inability to engage in any substantial gainful occupation to which the relevant individual is suited by education, training or experience, by reason of any medically determinable physical or mental impairment, which condition can be expected to result in death or continues for a continuous period of not less than twelve (12) months.

“ Ending Price ” means, with respect to the Corporation and any other Corporation Peer Group member, the closing market price of such company's common stock on the principal exchange on which such stock is traded at the end of the applicable measurement period.

“ Termination ” means the time when the Participant ceases the performance of services for the Corporation, any Affiliate or Subsidiary, as applicable, for any reason, with or without Cause, including a Termination by resignation, discharge, retirement, death or Disability, but excluding the following if in the circumstances the Termination would not constitute a “separation from service” within the meaning of Section 409A of the Code (a) a Termination where there is a simultaneous reemployment or continuing employment of the Participant by the Corporation, any Affiliate or Subsidiary, (b) at the discretion of the Administrator, a Termination that results in a temporary severance, and (c) at the discretion of the Administrator, a Termination of an employee of the Corporation that is immediately followed by the Participant's service as a non-employee director of the Board. Notwithstanding any other provisions of the Plan or this Agreement to the contrary, a Termination shall not be deemed to have occurred for purposes of any provision of the Plan or this Agreement providing for payment or distribution with respect to an award constituting deferred compensation subject to Code Section 409A upon or following a termination of employment or services unless such termination is also a “separation from service” within the meaning of Section 409A of the Code.

MASTER SERVICES AGREEMENT

by and between

CORELOGIC SOLUTIONS, LLC

and

DELL MARKETING, L.P.

July 19, 2012

AMENDMENT NO. 1

October 23, 2012

This document contains proprietary and confidential information of CoreLogic and Dell. The information contained in this document may not be disclosed outside either Party without the prior written permission of the other Party.

Exhibit 10.85 - Amendment No. 1 to Master Services Agreement

AMENDMENT NO. 1 TO

MASTER SERVICES AGREEMENT

This Amendment No. 1 to the Master Services Agreement (this “ Amendment ”) is entered into effective as of October 23, 2012 (the “ Amendment Effective Date ”) by and between Dell Marketing, L.P. (“ Supplier ”) and CoreLogic Solutions, LLC (“ CoreLogic ”).

WHEREAS, CoreLogic and Supplier are parties to an MSA and Supplement A, each dated as of July 19, 2012; and

WHEREAS, CoreLogic and Supplier (collectively, the “ Parties ” and each, a “ Party ”) desire to enter into this Amendment to modify the terms of the Agreement.

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:


1.	DEFINITIONS . Capitalized terms used in this Amendment but not defined herein shall have the meanings given in the Agreement.


2.	AGREEMENT AMENDMENTS .


2.1	Restatement of Annexes and Schedules .

Schedule 8 (Rules, Procedures and Policies) to the MSA is hereby stricken in its entirety and replaced with the Schedule 8 attached to this Amendment.


2.2	Deletion of Schedules . The following Schedules to the MSA are hereby stricken in their entirety:


a.	Schedule 8.1 (Information Security Policy Set), including its sub-Schedules:

Schedule 8.1.1 Information Security Organization

Schedule 8.1.2 Securing and Accessing Systems

Schedule 8.1.3 Personnel and Facilities

Schedule 8.1.4 Detecting and Responding to Incidents

Schedule 8.1.5 Secure Application Development

Schedule 8.1.6 Planning for Business Continuit y

Schedule 8.1.7 Information Privacy

Schedule 8.1.8 Password Management Policy

Schedule 8.1.9 Acceptable Use Policy

Schedule 8.1.10 Application Vulnerability Assessment Standard

Schedule 8.1.11 Change Management Standard

Schedule 8.1.12 Information Security Standard

Schedule 8.1.13 NIST Standard

Schedule 8.1.14 PCI/EI3PA Standard

Schedule 8.1.15 Sensitive Data Standard

Schedule 8.1.16 Facilities Access Standard

Schedule 8.1.17 Clean Desk Standard


b.	Schedule 8.2 (Compliance Policy Set), including its sub-Schedules:

Schedule 8.2.1 Vendor Risk Management Policy

Schedule 8.2.2 Vendor Risk Management Standard


3.	GENERAL.


3.1	Governing Law . This Amendment shall be governed by and construed in accordance with the terms set forth in Section 19.4 of the MSA.


3.3	Headings . The article and section headings and the table of contents used herein are for reference and convenience only and will not be considered in the interpretation of this Amendment.


3.	Counterparts . This Amendment may be executed in several counterparts, all of which taken together will constitute one single agreement between the Parties.


3.4	Full Force and Effect . Except to the extent hereby amended, the Agreement shall remain in full force and effect and is hereby ratified and affirmed by the Parties.

SIGNATURE PAGE FOLLOWS



CoreLogic: CORELOGIC SOLUTIONS LLC By: Name: Title: Date:	Supplier: DELL MARKETING L.P. By: Name: Title: Date:

MASTER SERVICES AGREEMENT

between

CORELOGIC SOLUTIONS, LLC

and

dell marketing l.p.

July 19, 2012

SCHEDULE 8

RULES, PROCEDURES AND POLICIES

This document contains proprietary and confidential information of CoreLogic and Dell. The information contained in this document may not be disclosed outside your company without the prior written permission of CoreLogic and Dell.

Schedule 8

Rules, Procedures and Policies


1.	Introduction


1.1	Agreement . This Schedule 8 (this “ Schedule ”) is attached to and incorporated by reference in that certain Master Services Agreement by and between CoreLogic and Supplier dated July 19, 2012 (the “ MSA ”).


1.2	References . All references in this Schedule to articles, sections and attachments shall be to this Schedule, unless another reference is provided.


1.3	Definitions . Terms used in this Schedule with initial capitalized letters but not defined in this Schedule shall have the respective meanings set forth in Schedule 1 to the MSA or the other Schedules to the MSA.

2. RULES, PROCEDURES AND POLICIES

The CoreLogic Rules and CoreLogic Policy Sets as of the Effective Date consist of the following policies and procedures set forth in this Section 2 .


(a)	The “ Information Security Policy Set ” shall include the then-current versions of the following documents.

Policy 1 - Information Security Organization

Policy 2 - Classifying and Handling Information

Policy 3 - Securing and Accessing Systems

Policy 4 - Personnel and Facilities

Policy 5 - Detecting and Responding to Incidents

Policy 6 - Secure Application Development

Policy 7 - Planning for Business Continuity

Policy 8 - Information Privacy

Policy 9 - Password Management Policy

Policy 10 - Acceptable Use Policy

Application Vulnerability Assessment Standard

Change Management Standard

Information Security Standard

NIST Standard

PCI/EI3PA Standard

Sensitive Data Standard

Facilities Access Standard

Clean Desk Standard


(b)	The “ Compliance Policy Set ” shall include the then-current versions of the following documents.

Vendor Risk Management Policy

Vendor Risk Management Standard

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS

Exhibit 10.86 - Amendment No. 2 to Master Services Agreement

AMENDMENT NO. 2

TO THE

MASTER SERVICES AGREEMENT

And

SUPPLEMENT A

between

CORELOGIC SOLUTIONS, LLC

AND

DELL MARKETING L.P.

Amendment 2 Effective Date July 19, 2012

AMENDMENT NO. 2

TO THE

MASTER SERVICES AGREEMENT

THIS AMENDMENT NO. 2 (this “ Amendment ”) is entered into as of October 26, 2012 (the “ Amendment Date ”) by and between CoreLogic Solutions LLC (“ CoreLogic ”) and Dell Marketing L.P. (“ Supplier ”) to be effective as of July 19, 2012 (the “ Amendment Effective Date ”).

WHEREAS, CoreLogic and Supplier are parties to a MSA and Supplement A, each dated as of July 19, 2012 and Amendment No. 1 to the MSA dated October 23, 2012; and

WHEREAS, CoreLogic and Supplier intend to further amend and restate the Agreement documents set forth below.

NOW THEREFORE, in consideration of the mutual promises and covenants contained in this Amendment, and of other good and valid consideration, the receipt and sufficiency of which is hereby acknowledged, CoreLogic and Supplier hereby agree as follows:


1.	APPLICABILITY OF PROVISIONS OF THE AGREEMENT

This Amendment is subject to, and shall be governed by, all of the provisions of the Agreement, except to the extent such provisions are expressly modified by this Amendment. Capitalized terms used herein shall have the respective meaning ascribed to each by the Agreement except as otherwise expressly set forth in this Amendment.


2.	AMENDMENT TO MSA

A new subsection (k) is added to Section 9.10 (Audit Rights) of the MSA as follows:

(k)

Data Requests and Legal Holds. Supplier shall cooperate with any document and record discovery requests (whether in connection with pending litigation or other investigations) made by CoreLogic related to CoreLogic Data on Systems supported by Supplier as part of the Services, including without limitation, by promptly carrying out, at CoreLogic's direction: the dissemination of preservation requests; making data available for search; imaging of systems; back up of electronic information; maintenance, retention and production of any such data; assisting CoreLogic and its forensic experts with establishing the chain of custody of data while such data was in Supplier's control; and maintenance of detailed records of its efforts to preserve data, all as reasonably requested by CoreLogic.


3.	NEW AND AMENDED CONTRACT DOCUMENTS

Effective as of 12:00:01 a.m., U.S. Pacific Time on the Amendment Effective Date:

Amended and Restated Contract Documents . The following contract documents are hereby stricken in their entirety and replaced, respectively with those attached to this Amendment:

Supplement A Data Center Services and Re-platforming Services


•	To remove the reference to Schedule A-13.3, to add Minnesota to Section 7.3 and to change the Term of the Supplement to January 31, 2020.

Schedule A-1 Supplement Definitions


•	To define the “terms to be defined” previously listed in Section 4.

Schedule A-2.5 Storage Services


•	To add functions under Section 1.2.3 (Storage Management Execution).

Schedule A-3.1 Service Level Matrix


•	To change the heading of column L from “Associated Hours of Operation” to “Measurement Window” and to correct the reference of “14 hours” to “14 days” in the Low Volume Eligible Column of the Physical Server Provisioning Midrange SLA.

Schedule A-4.2 Resource Unit Definitions


•	To remove incorrect reference to “iSeries” in Section 1.7 and to reflect the change from Linux Non Standard OS platform to Linux OS platform in Section 1.8.

Schedule A-4.5.2 Transformation Charges


•	To add new pricing for Mainframe Configuration Coding and Testing (Incremental Natural to COBOL).

Schedule A-7.1 CoreLogic Facilities


•	To add six new office locations.

Schedule A-13 Transformation Services


•	To revise the service description, including to add Mainframe Configuration Coding and Testing (Incremental Natural to COBOL) Services.


4.	Deletion of Contract Documents.

Effective as of 12:00:01 a.m., U.S. Pacific Time on the Amendment Effective Date:

The following contract documents are hereby stricken in their entirety:

Schedule A-13.3 Natural to COBOL Conversion


5.	MISCELLANEOUS


5.1	Governing Law . This Amendment shall be governed by and construed in accordance with the terms set forth in Section 19.4 of the Agreement.


5.2	Headings . The article and section headings and the table of contents used herein are for reference and convenience only and will not be considered in the interpretation of this Amendment.


5.3	Other Provisions of the Agreement Unchanged . Except as specifically amended by this Amendment, all other provisions of the Agreement shall remain in full force and effect and shall not be altered by this Amendment.


5.4	Signatures . This Amendment may be signed in multiple counterparts, each of which shall be an original but all of which shall constitute one and the same Amendment. Signatures to this Amendment sent by facsimile or by PDF shall be deemed for all purposes to be the same as original signatures.

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their respective duly authorized representatives as of the Amendment Effective Date.

CORELOGIC SOLUTIONS, LLC

By:

Printed Name:

Title:

DELL MARKETING, L.P.

By:

Printed Name:

Title:

MASTER SERVICES AGREEMENT

by and between

CORELOGIC SOLUTIONS, LLC

and

dell marketing l.p.

July 19, 2012

SUPPLEMENT A

Data Center Services and Re-Platforming Services

July 19, 2012

Amendment 2

Amended and Restated Effective July 19, 2012

CORELOGIC AND DELL CONFIDENTIAL Supplement A Page 2

SUPPLEMENT A TO

MASTER SERVICES AGREEMENT

Data Center Services and Re-Platforming Services

This Supplement A (this “ Supplement ”) is entered into effective as of July 19, 2012 (the “ Supplement Effective Date ”) by and between CoreLogic Solutions, LLC, a California limited liability company having a principle place of business in Santa Ana, California (“ CoreLogic ”), and Dell Marketing L.P., a Texas limited partnership having a principal place of business in Round Rock, Texas (“ Supplier ”) (collectively, the “ Parties ” and each, a “ Party ”).

This Supplement is entered into pursuant to and subject to that certain Master Services Agreement (“ Master Services Agreement ” or “ MSA ”) dated as of July 19, 2012, by and between the Parties, the terms of which, except as may be expressly modified or excluded herein, are incorporated herein by reference.

NOW THEREFORE, in consideration of the mutual promises contained herein, and of other good and valid consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:


1.	Introduction


1.1	Precedence of Obligations . The Parties acknowledge that certain obligations may be set forth in both this Schedule and elsewhere in the Agreement, and that in the event of a conflict, such conflict shall be resolved in accordance with Section 21.13 of the MSA.


1.2	References . All references in this Supplement to articles, sections and attachments shall be to this Supplement, unless another reference is provided.


1.3	Associated Supplement Documents .

This Supplement includes each of the following Schedules, all of which are incorporated into this Supplement by this reference:

Schedule A-1 Supplement Definitions

Schedule A-2 Statements of Work

Schedule A-2.1 Cross Functional Services

Schedule A-2.2 Service Management Services

Schedule A-2.3 Service Desk Services

Schedule A-2.4 Server Services

Schedule A-2.5 Storage and Backup Services

Schedule A-2.6 Desktop End User Messaging Services

Schedule A-2.7 Data Center, Mainframe, Production Control, and Monitoring Services

Schedule A-2.8 Media Services

Schedule A-2.9 Network Services

Schedule A-2.10 Reserved

Schedule A-2.11 Reserved

Schedule A-2.12 Disaster Recovery Services

Schedule A-3 Service Level Methodology

Schedule A-3.1 Service Level Matrix

Schedule A-3.2 Reserved

Schedule A-3.3 Critical Deliverables

Schedule A-4 Pricing Methodology

Schedule A-4.1 Baseline Charges

Schedule A-4.2 Resource Unit Definitions

Schedule A-4.3 Baseline Volumes

Schedule A-4.4 ARC / RRC Rates

Schedule A-4.5 Transition Charges and Transformation Charges

Schedule A-4.5.1 Transition Charges

Schedule A-4.5.2 Transformation Charges

Schedule A-4.6 Financial Responsibility Matrix

Schedule A-4.7 Rate Card

Schedule A-4.8 Termination Charges

Schedule A-4.9 Invoicing

Schedule A-4.10 Chargeable Projects

Schedule A-4.11 Project Pool

Schedule A-4.12 ***

Schedule A-5 Human Resources Provisions

Schedule A-5.1 Key Supplier Personnel

Schedule A-5.2 Affected Employees

Schedule A-5.3 Severance Formula

Schedule A-5.3.1 Directors for Enhanced Severance Benefits

Schedule A-6 Reserved

Schedule A-7 Facilities

Schedule A-7.1 CoreLogic Facilities

Schedule A-7.2 Supplier Facilities

Schedule A-8 Software and Equipment Inventory

Schedule A-8.1 Equipment Inventory

Schedule A-8.2 Supplier Tools & CoreLogic Tools

Schedule A-9 Approved Subcontractors

Schedule A-10 Transition Services

Schedule A-10.1 Initial Transition Plan

Schedule A-10.2 Reserved

Schedule A-10.3 Additional Transition Services Obligations

Schedule A-10.3.1 CoreLogic Projects as of Supplement Effective Date

Schedule A-11 Customer Satisfaction Surveys

Schedule A-12 Reports

Schedule A-13 Transformation Services

Schedule A-13.1 *** Application Scope Components

Schedule A-13.2 Acceptance Criteria for *** and ***

1.4 Definitions .


(a)	Schedule 1 to the MSA is hereby supplemented with the definitions set forth in Schedule A-1 to this Supplement.


(b)	The definitions added by this Supplement to Schedule 1 to the MSA shall apply only with respect to the Services provided under this Supplement.

2. SERVICES.

Schedule 2 to the MSA is hereby supplemented by Schedule A-2 to this Supplement. Supplier shall perform the Services set forth in Schedule A-2 to this Supplement during the Term of this Supplement, and CoreLogic shall perform the tasks, functions and responsibilities of CoreLogic set forth in Schedule A-2 to this Supplement during the Term of this Supplement. The Services that will be performed under this Supplement as *** Services are identified as such in Schedule A-2 .


3.	SERVICE LEVELS.

Schedule 3 to the MSA is hereby supplemented by Schedule A-3 to this Supplement. Supplier shall provide the Services so as to meet or exceed the Service Levels identified in Schedule A-3 to this Supplement.


4.	PRICING AND FINANCIAL PROVISIONS.

Schedule 4 to the MSA is hereby supplemented by Schedule A-4 to this Supplement. The Charges for this Supplement are set forth in Schedule A-4 to this Supplement.

In accordance with Section 12.1(b) of the MSA, Supplier will provide CoreLogic with invoices in the form as specified in Schedule A-4.10 to this Supplement.


5.	HUMAN RESOURCE PROVISIONS .

Schedule 5 to the MSA is hereby supplemented by Schedule A-5 to this Supplement.

In accordance with Section 8.2(b) of the MSA, the Key Supplier Personnel under this Supplement and their minimum retention periods are set forth in Schedule A-5 . In accordance with Section 8.5(d) of the MSA, as of the Supplement Effective Date, there are *** the ***. In accordance with Section 8.2(c) of the MSA, as of the Supplement Effective Date, there are ***.

In accordance with Section 8.5(e) of the MSA, Supplier shall conduct *** Supplier Personnel prior to their performance of Services under this Supplement as required by applicable CoreLogic customers in accordance with the flow-down provisions of Section 9.17 of the MSA; provided, that the first *** Supplier Personnel to be *** shall be at no additional charge to CoreLogic. If, pursuant to the preceding sentence, Supplier is required to *** more than *** Supplier Personnel, Supplier shall do so at CoreLogic's expense with respect to third party expenses only and Supplier shall not assess additional fees or other Charges to administer such fingerprinting (provided that Supplier notifies CoreLogic of such third party expenses, obtains CoreLogic's prior approval of, and uses commercially reasonable efforts to minimize, such third party expenses).

As of the Supplement Effective Date, there is no requirement to conduct *** on Supplier Personnel prior to their performance of Services; provided, however, in accordance with Section 8.5(e) of the MSA, Supplier shall conduct *** on Supplier Personnel prior to their performance of Services under this Supplement as required by applicable CoreLogic customers in accordance with the flow-down provisions of Section 9.17 of the MSA.


6.	GOVERNANCE .

6.1 Supplier Account Manager.

In accordance with Section 8.3 of the MSA, the Supplier Account Manager as of the Supplement Effective Date is ***.

6.2 CoreLogic Relationship Manager .

In accordance with Section 10.1(a) of the MSA, the CoreLogic Relationship Manager as of the Supplement Effective Date is ***.


7.	FACILITIES .

Schedule 7 to the MSA is hereby supplemented by Schedule A-7 to this Supplement.


7.1	CoreLogic Facilities. In accordance with Section 6.2 of the MSA, CoreLogic will provide Supplier with space and office furniture and the other accommodations required under Section 6.2 of the MSA in CoreLogic Facilities described in Schedule A-7.1 to this Supplement for the performance of the Services under this Supplement.


7.2	Supplier Facilities . In accordance with Section 6.1 of the MSA, Supplier may use Supplier Facilities set forth in Schedule A-7.2 to this Supplement for the performance of the Services under this Supplement.

7.3 Jurisdictions Where Services are Received.

In accordance with Section 11.3(d) of the MSA, for purposes of determining each Party's responsibility for Service Taxes under this Supplement, the Parties agree that, as of the Supplement Effective Date, the Services under this Supplement will be received in the following jurisdictions in the United States:

***

If CoreLogic requires receipt of a material portion of the Services by Eligible Recipients in jurisdictions outside of the United States, the Parties will work in good faith to determine whether *** will be in local currency or in United States Dollars.

8. SOFTWARE AND EQUIPMENT INVENTORY .

Software and Equipment that are applicable to this Supplement are set forth in Schedule A-8 to this Supplement. Laptop computers, cell phones and pagers used by Transitioned Employees (collectively, “ Personal EUC Devices ”) may be retained by such employees after each such employee's Employment Effective Date; provided, that Supplier shall cause the Transitioned Employees to return such Personal EUC Devices to CoreLogic by the end of the Transition Period. CoreLogic shall make reasonably available to Supplier CoreLogic's inventory tracking and management reports during the Transition Period to assist Supplier in tracking and managing such Personal EUC Devices and shall maintain existing insurance and warranty coverage for such items to cover the loss, theft, damage or breakage of such Personal EUC Devices. All other CoreLogic property and materials in the control or possession of the Transitioned Employees, including calling cards, shall have been returned to CoreLogic by the Transitioned Employees on or prior each such employee's Employment Effective Date.


9.	THIRD PARTY CONTRACTS.


9.1	In accordance with Section 11.2(a) of the MSA, as of the Supplement Effective Date, the Administered Expenses applicable to this Supplement are invoices associated with CoreLogic's Third Party Contracts for transport charges for circuits and ***, as further described in Schedule A-2.9 .


9.2	In accordance with Section 6.6(a) of the MSA, as of the Supplement Effective Date, there are no Third Party Contracts to be assigned by CoreLogic to Supplier pursuant to this Supplement.


9.3	In accordance with Section 4.5(c) of the MSA, as of the Supplement Effective Date, there are no Managed Third Parties applicable to this Supplement.

10. TRANSITION .

In accordance with Section 4.2(b) of the MSA, Schedule A-10.1 to this Supplement sets forth the initial Transition Plan. Schedule A-10 describes the Transition Services and Transition Milestones applicable to this Supplement. The Deliverable Credits that may be due to CoreLogic are as set forth in Schedule A-4.5 .

11. CUSTOMER SATISFACTION SURVEYS.

Supplier shall conduct customer satisfaction surveys in accordance with Schedule A-11 to this Supplement.

12. TRANSFORMATION .

In accordance with Section 4.8 of the MSA, Schedule A-13.1 to this Supplement sets forth the initial Transformation Plan. Schedule A-13.1 describes the Transformation Services applicable to this Supplement. The Transformation Milestones applicable to this Supplement are set forth in Schedule A-13.2 . The Deliverable Credits that may be due to CoreLogic and additional payment amounts that may be achieved by Supplier in connection with certain Transformation Services are as set forth in Schedule A-4.5 .

13. REPORTS .

In accordance with Section 9.2 of the MSA, Supplier shall provide CoreLogic with the Reports identified in Schedule A-12 to this Supplement.

14. WARRANTY PERIOD FOR DEVELOPED MATERIALS .

In accordance with Section 15.2(c) of the MSA, the Warranty Period with respect to the Tax Transformation Services and U2L Services is as specified in Schedule A-13.2.


15.	SUBCONTRACTORS .

In accordance with Section 9.11(a) of the MSA, Subcontractors approved by CoreLogic for the provision of Services under this Supplement are set forth in Schedule A-9 to this Supplement.


16.	CORELOGIC AUTHORIZED SIGNATORIES .

The CoreLogic Personnel set forth below are hereby approved by CoreLogic to execute changes in accordance with the Change Management Procedures and Work Orders, in each case in connection with this Supplement.



Name	Title/Role
***	Chief Information Officer
***	SVP, Business Integration and Process Excellence
***	VP, Enterprise Technology Services
***	SVP, Information Technology
***	VP, Data & Analytics


17.	SUPPLEMENT TERM .

The Term of this Supplement shall commence as of 12:00:01 a.m., Pacific Time on the Supplement Effective Date and continue until 11:59:59 p.m., Pacific Time, on January 31, 2020 unless this Supplement is terminated as provided herein or in the MSA, in which case the Term of this Supplement shall end at 11:59:59 p.m., Pacific Time, on the effective date of such termination or the date to which this Supplement is extended. The Commencement Date for all Service Areas is ***.

SIGNATURE PAGE FOLLOWS

IN WITNESS WHEREOF, the Parties have caused this Supplement to be executed by their respective duly authorized representatives as of the Supplement Effective Date.



CORELOGIC SOLUTIONS, LLC	DELL MARKETING L.P.
By: _________________________________	By:_____________________________________
Title:________________________________	Title:____________________________________
Date:________________________________	Date:____________________________________

MASTER SERVICES AGREEMENT

between

CORELOGIC SOLUTIONS, LLC

and

DELL MARKETING, L.P.

July 19, 2012

SUPPLEMENT A

Amendment 2

Amended and Restated Effective July 19, 2012

SCHEDULE A-1

SUPPLEMENT DEFINITIONS

Schedule A-1

Supplement Definitions


1.	INTRODUCTION


1.1	Agreement . This Schedule A-1 (this “ Schedule ”) is attached to and incorporated by reference in Supplement A to that certain Master Services Agreement by and between CoreLogic and (“ Supplier ”) dated July 19, 2012 (the “ MSA ”).


1.2	References . All references in this Schedule to articles, sections and attachments shall be to this Schedule, unless another reference is provided.


1.3	Definitions . Terms used in this Schedule with initial capitalized letters but not defined in this Schedule shall have the respective meanings set forth in Schedule 1 to the MSA or the other Schedules to the MSA or Supplement A.

2. SUPPLEMENT DEFINITIONS

The following terms, when used in Supplement A , have the meanings specified below:

“ Active Directory ” means Microsoft's Active Directory Software that provides centralized management of corporate identities, credentials, information protection and resources.

“ Actual Uptime ” means the aggregate number of minutes during the Scheduled Uptime that the full material functionality of a particular Configuration Item, System, Equipment or other Service component is available for use by CoreLogic and the Eligible Recipients. Actual Uptime will be calculated by subtracting Downtime from Scheduled Uptime.

“ Assets ” means all elements of Software and hardware that are found in the environment, including CoreLogic Equipment and Software and any Supplier Equipment and Software (excluding Supplier financial and contractual information) used to deliver the Services. “ Asset Management ” means the set of processes that join up-to-date financial, contractual and inventory information to support life cycle management, reporting, and strategic decision making for the Assets.

“ Availability ” means ability of a Configuration Item (CI) or IT Service to perform its agreed function when required. Availability is determined by reliability, maintainability, serviceability, performance, and security.

“ Availability Management Plans ” means a document that details the Availability management approach, historical Availability of the Services and recommendations for improvements in Availability of the Services.

“ Business Day ” means, as it relates to service level measurements, Monday through Friday from 8:00 AM through 5:30 PM local time, with such local time being the time zone for the applicable CoreLogic Facility from which CoreLogic receives Services from Supplier (each such time zone being a “ Local Time Zone ”), and excluding holidays recognized by the applicable CoreLogic Facility.

“ Business Hour ” means an hour of local time within the Business Day of the CoreLogic Facility which receives Services from the Supplier.

“ Call Recording System ” means call recording software and hardware designed to (i) record customer calls (ii) play back recorded calls and (iii) archive calls locally or remotely.

“ Capacity Management ” means the processes, procedures, and reporting related to collaborating and collecting inputs related to infrastructure, Services, technology performance, business plans, procedures, processes, components, forecasts, and related information from CoreLogic and Supplier. ( See Schedule A-2.2 ).

“ Change Advisory Board ” or “ CAB ” means the team, including CoreLogic and Supplier that coordinates Change Management, and that reviews, approves requested changes, assesses the impact of changes, and prioritizes changes.

“ Change Calendar ” means the approved schedule of known Systems changes.

“ Change Request ” means the process and any related forms required to submit changes requested by Authorized Users, where such changes are within the scope of the existing Services as outlined in Section 3.1 of Schedule A-2.2

“ Change Managemen t” means the processes relating to planning and implementing changes to the Services, Systems and Equipment that are requested, approved by CoreLogic or otherwise permitted in connection with the delivery of Services as outlined in Section 3.1 of Schedule A-2.2 .

“ Clustering ” means a set of connected Equipment and Software that are configured in order to support failover and also to perform as a single system or unit.

“ Configuration Item ” or “ CI ” has the meaning given in Section 3.2.2 of Schedule A-2.2 .

“ Configuration Management Database ” has the meaning given in Section 1.1.3 of Schedule A-4.2 .

“ Configuration Management ” has the meaning given in Section 3.2.2 of Schedule A-2.2 .

“ CoreLogic Cloud Environment ” means a dedicated CoreLogic virtual computing environment that includes dedicated storage, dedicated servers, and other dedicated hardware and networking components.

“ Demand Forecast ” means a report that captures CoreLogic's forecasted demand for Services based on historical trends, business activities and patterns, future needs, and the planning of capacity provisioning to meet such forecasted demand.

“ Data Leakage Protection ” or “ DLP ” means a solution that includes systems that are designed to detect and prevent potential data breach incidents by monitoring data while in-use (endpoint actions), in-motion (network traffic), and at-rest (data storage).

“ Demand Management ” means the process and procedures related to analyzing and forecasting CoreLogic demand for the Services.

“ Designated CoreLogic Data Centers ” means the CoreLogic data centers listed as “Data Center Supplier Managed” in Schedule A-7.1 .

“ Desktop Software ” means the collective operating system, custom, off-the-shelf and other CoreLogic-developed software deployed on End User Devices for use by Authorized Users.

“ Disaster Recovery ” means the process, policies and procedures related to executing the recovery or continuation of CoreLogic Applications and Systems as well as Supplier Equipment and Systems critical to the Services after an unforeseen business interruption.

“ Disaster Recovery Plan ” means a plan that includes procedures and the resources, actions, tasks and data required to manage the IT environment recovery process in the event of a critical business interruption. The plan is designed to assist in restoring the business process within the stated disaster recovery goals.

“ Disaster Recovery Services ” means the Services described in Schedule A-2.12 , including all actions and tasks required to continue the provisioning of the Services in the event of a critical business interruption. The Disaster Recovery Services include support and coordination with the business continuity activities.

“ Disaster Recovery Test ” means the Services described in Schedule A-2.12 that test the processes, policies and procedures related to execution of the Disaster Recovery Plan.

“ Downtime ” means the aggregate number of minutes during the Scheduled Uptime that the full material functionality of a particular System, Equipment, or other Service component is not available for use by CoreLogic and the Eligible Recipients or is degraded in a material respect.

“ Enterprise Security ” means preventative defense methods implemented by an enterprise to protect its business data and information for confidentiality, integrity and availability.

“ Event ” means a change of state which has significance for the management of a Configuration Item or the Services. The term Event is also used to mean an Incident, Problem, change, Service Request, alert, or notification created by any Service, Configuration Item or monitoring tool.

“ Event Management ” means the process responsible for managing Events throughout their lifecycle.

“ File Integrity Monitoring ” means an internal control or process that performs the act of validating the integrity of critical System files using a verification method between the current file state and the known, good baseline to determine whether the file or log was changed.

“ FTE ” or “ Full Time Equivalent ” has the meaning given in Schedule A-4.2 .

“ IMACD” means End User IMACDs - Campus and End User IMACDs - Remote.

“ Incident ” any means an unplanned interruption to a Service or System or a degradation in the quality of a Service or System, including the failure of a Configuration Item that has not yet impacted Services or Systems.

“ Incident Management ” means a process to address Incidents and restore service operations with minimum disruption to business operations.

“ Incident Ticket ” means an entry into Supplier's service management system documenting an Incident that has been reported.

“ Infrastructure ” means the entire collection of Equipment, Systems and Software required for the provision of information technology Services to CoreLogic and the other Eligible Recipients.

“ Install, Move, Add, Change and Delete ” or “ IMACD ” has the meaning given in Section 1.3.7 and Section 1.3.8 of Schedule A-4.2 .

“ Intrusion Detection and Prevention Systems ” means network security systems or appliances that monitor, report and protect network and/or system activities from malicious activity or policy violations.

“ ITSM Self-Service Portal ” means a type of electronic support that allows Authorized Users to access information and perform routine tasks via the portal without assistance.

“ LAN Devices ” means any network attached device for the purpose of local area network computing.

“ Level 1 Support ” means the first level of support that could be assigned to resolve or fulfill lower complexity Incidents or Service Requests in support of the Services.

“ Level 2 Support ” means the second level of support that could be assigned to resolve or fulfill more complex or high impacting Incidents or Service Requests in support of the Services that cannot be resolved by Level 1 Support.

“ Level 3 Support ” means the third level of support that could be assigned to resolve or fulfill the most complex or high impacting Incidents or Service Requests in support of the Services that cannot be resolved by Level 1 Support and Level 2 Support.

“ Mainframe ” means a large-scale computer used primarily for bulk data and transaction processing.

“ Maintenance ” means preventive and remedial services that repair, maintain or optimize Systems, including software and hardware maintenance and repairs made in response to Incidents.

“ Measurement Period ” has the definition given in Section 1.3 of Schedule A-3 .

“ Messaging ” has the definition given in Section 3 of Schedule A-2.6 .

“ Monitoring Levels ” means a predefined threshold of performance and availability for monitored Systems.

“ Natural ” means a programming language from Software AG used in mainframe programming.

“ Network Equipment ” means all devices (e.g., switches, routers, load-balancers, firewalls and DNS) that connect computers and allow for electronic communications.

“ Network Zone ” means a logically segregated network within the CoreLogic Network that may be used to isolate network connectivity or access for the purpose of authorized use or performance.

“ Operational Transition Planning Phase ” means the collective set of activities required to plan for the Operational Transition activities as described in Schedule A-10 .

“ Physical Server Provisioning ” means building a server and typically includes the following: assigning the data center location, engineering review, racking and stacking, networking, assigning IP, DNS, installing anti-virus software, firewall rules, setup server for IPS/IDS, allocation of SAN, allocation of multi-pathing software, setup of server for Software distribution and asset management, installation of the operating system and associated components, setup server in SIEM if applicable, Equipment configuration for monitoring, backup setup, CMDB setup, job scheduling, installation of agents, participation in a database requirements review, performance of server quality tests, maintenance setup and a “hand off” to CoreLogic.

“ Private Cloud Environment ” means a CoreLogic virtual computing environment that includes dedicated storage, dedicated servers, dedicated other hardware and networking components.

“ Problem(s) ” means an Incident or set of recurring Incidents with an unknown root cause. The cause is not usually known at the time a Problem record is created, and the Problem Management process is used for further investigation and root cause analysis of Problems.

“ Problem Management ” means the processes and procedures to manage and resolve the root causes of incidents, to minimize the re-occurrence of such incidents and their subsequent impact to CoreLogic Systems, the Equipment and Services.

“ Problem Management System ” means an application that stores and tracks Problem records.

“ Production ” means an information technology system(s) or discrete part of an information technology system(s), made up of hardware and system software, which are used to run software and processes to fulfill goods and services.

“ Project Management ” has the meaning given in Section 1.6 of Schedule A-2.1 .

“ Project Management Office ” means a department or group that defines and maintains the standards of process, generally related to project management, within the organization.

“ Project Management Methodology ” means the formal documentation of a set of processes and procedures to execute projects which achieve specific goals.

“ Project Plans ” means a formal, approved document used to guide both project execution and project control. The primary uses of Project Plans are to document planning assumptions and decisions, facilitate communication among stakeholders, and document approved scope, cost, and schedule baselines.

“ Release Management ” has the meaning given in Section 3.3 of Schedule A-2.2 .

“ Remote Sites ” means any of the CoreLogic facilities identified in Schedule A-7.1 designated as “Dispatch.”

“ Request Management ” means the collective process and procedures to submit, manage and fulfill Service Requests.

“ Resolution ” or “ Resolve ” means an action taken to restore Services in connection with an Event or an Incident or to remediate the root cause of a Problem.

“ Resolver Group ” means a team or functional group responsible for the Resolution of Events, Incidents or Problems.

“ Restoration ” or “ Restore ” means taking action to return the Services to normal functionality after repair and recovery from an Incident

“ SAN Fabric ” means the hardware that connects workstations and servers to storage devices in a SAN. The SAN fabric enables any-server-to-any-storage device connectivity through the use of fibre channel switching technology.

“ SAN Fabric Incident ” means an Incident created due to unsatisfactory performance and availability of the SAN Fabric.

“ Scheduled Downtime ” means the number of minutes of scheduled Downtime for System, Equipment or other Service components during any Measurement Period required to perform system maintenance (for example, preventive maintenance, system upgrades, etc.), scheduled in accordance with Change Management Procedures.

“ Scheduled Uptime ” means the number of minutes during which a particular System, Equipment or other Service component expected to be available during the Measurement Period minus Scheduled Downtime.

“ Server ” means a device, usually a self-contained computing device, that provides services to other intelligent devices, end-point devices and users. A server is a computer dedicated to running one or more services, to serve the need of users, other computers and end-point devices.

“ Service Desk ” means the central point of contact between service providers (e.g., Supplier) and users (e.g., Authorized Users) on a day-to-day basis. It is also a focal point for reporting and resolving Incidents and for Service Requests. The Service Desk also provides an interface to other service management teams for activities (e.g., change, problem, configuration, release, and continuity management).

“ Service Improvement ” means a process to continually improve the effectiveness and efficiency of IT processes and services.

“ Service Improvement Plan ” means a document that details Service Improvement approach or an approved document used to guide the improvement of operational inefficiencies and ineffectiveness of IT processes and Services.

“ Service Management Services ” has the definition given in Section 1.1.4 of Schedule A-2.2 .

“ Service Portfolio ” means the complete set of services that are performed or managed by Supplier or Third Party Contractors and services within CoreLogic that are captured within the Service management tool. The Service Portfolio is used to manage the entire lifecycle of all Services.

“ Service Request ” means any request from an Authorized User that has been entered within Supplier's service management system.

“ Service Catalog ” means a database or structured document/form with information about the Services. The Service Catalogue includes information about deliverables, prices, contact points, ordering and service request process as outlined in Section 4.1 of Schedule A-2.2 .

“ Severity 1 Incident ” means an Incident that: (i) causes a “***” or “***” or “***” to be “***” or “***”, or (ii) is an “***” or “***” that “***”, or “***” performing a “***” and for which no workaround solution exists.

“ Severity 2 Incident ” means an Incident that: (i) causes the “***” or “***” or “***” of “***” of a “***” or “***” or “***”, or (ii) is an “***” or “***” that “***”, or “***” performing “***” and for which a workaround solution may exist which allows for continued essential operations.

“ Severity 3 Incident ” represents a lower impact problem that involves a “***” or “***” of “***”, or some other problem involving “***”. CoreLogic can continue “***” operations and a workaround solution may exist which allows for continued “***” operations.

“ Service Level Management ” means the processes and procedures relating to the development, maintenance, monitoring, review and reporting of the performance of the Services using data, metrics, service quality and key performance indicators (KPI) against defined Service Levels.

“ Security Information Event Management ” or “ SIEM ” means SIM and SEM.

“ Security Information Management ” or “ SIM ” means a technology that provides for log management, which is the collection, reporting, storage and analysis of log data.

“ Security Event Management ” or “ SEM ” means the processing of event data from security devices, network devices, systems and Applications in real time to provide security monitoring, event correlation and incident response.

“ Software License Management ” means the administration of license planning, acquisition, allocation, deployment, tracking and operation and the maintenance of compliance with terms and conditions in software license agreements.

“ Source Assessment Transformation Approach Report ” means a report documenting issues before and during performance of the Transformation Services, including the analysis of issues and remediation activities.

“ Special Retention Backups ” means backups of CoreLogic Data and email mailboxes that have been identified by CoreLogic for unique retention requirements (e.g. litigation holds, human resources investigations).

“ Standard Server ” means the requirements identified in Appendix A of Schedule A-4.2 .

“ Standard Template ” means a standard set of pre-defined templates that include standard profile and configuration settings used to provision a new Server.

“ Storage Area Network ” or “ SAN ” means a network whose primary purpose is to support the storage infrastructure and transfer of data between computer systems and storage elements.

“ Storage Equipment ” means Equipment used for recording and retrieval of data connected to physical and logical storage resources, including storage elements, storage devices, appliances, virtual devices, disk volumes and file resources.

“ Target Platform ” means the technical parameters of the System(s) for which a piece of software is being developed, including CPU, RAM, hard disk, storage, operating system, network, and security configuration.

“ Tool ” means software, application or hardware used for management or monitoring of the Systems and Equipment.

“ U2L Services ” means the Services and activities described in Section 2.4 of Schedule A-13 .

“ Virtual Server ” means a completely isolated guest operating system installation within a normal host operating system. Virtual Servers are implemented with either software emulation or hardware virtualization, though in most cases, both are implemented together.

“ Virtual Server Provisioning ” means the creation of a virtual server and typically includes the following: assigning the data center location, engineering review, networking, assigning IP, DNS, install anti-virus software, firewall rules, setup server for IPS/IDS, allocation of SAN, allocation of multi-pathing software, setup of server for Software distribution and asset management, installation of the operating system and associated components, setup server in SIEM if applicable, Equipment configuration for monitoring, backup setup, CMDB setup, job scheduling, installation of agents, participation in a database requirements review, performance of server quality test, maintenance setup and a “hand off” to CoreLogic.

“ Voice Response Unit ” or “VRU” means the Systems that allow a computer to interact with humans through the use of voice and keypad inputs.

“ Workstation ” means the collective desktops, laptops, phones and associated peripherals (e.g. local printers, storage devices, docking stations, external monitors) connected (e.g. wired, WiFi, Bluetooth) to the Authorized User's physical computing device.


3.	COMMONLY USED ACRONYMS

ACL access control list

ASB architecture standards board

AOS assumption of service

CISO Chief Information Security Officer

DCTMV Data Center Transformation Migration and Virtualization

DHCP dynamic host configuration protocol

DoS denial of services

FAQs frequently asked questions

GAL global address list

IMAC install, move, add, change

ITIL Information Technology Infrastructure Library

ITSM Information Technology Service Management

OEM original equipment manufacturer

PMBOK project management book of knowledge

PMO project management office

PPD project plan document

PPM Policy and Procedures Manual

PPW project planning workshop

QOS quality of service

RCA Root Cause Analysis

RDBMS relational database management system

RPO recovery point objective

RTM requirements traceability matrix

RTO recovery time objective

SIP session initiation protocol

SOP standard operating procedures

SSL secure socket layer

VOIP voice over internet protocol

VPN virtual private network


4.	RESERVED.

MASTER SERVICES AGREEMENT

between

CORELOGIC SOLUTIONS, LLC

and

DELL MARKETING L.P.

July 19, 2012

SUPPLEMENT A

AMENDMENT 2

AS AMENDED AND RESTATED EFFECTIVE JULY 19, 2012

SCHEDULE A-2.5

Storage & Backup Services

Schedule A-2.5

Storage and Backup Services


1.	INTRODUCTION


1.1.1	Agreement. This Schedule A-2.5 (this “ Schedule ”) is attached to and incorporated by reference in Supplement A to that certain Master Services Agreement by and between CoreLogic and Supplier dated July 19, 2012 (the “ MSA ”).


1.1.2	References. All references in this Schedule to articles, sections and exhibits shall be to this Schedule, unless another reference is provided.


1.1.3	Definitions. Terms used in this Schedule with initial capitalized letters but not defined in this Schedule shall have the respective meanings set forth in Schedule A-1 to Supplement A, Schedule 1 to the MSA or the other Schedules to the MSA or Supplement A.


1.1.4	Overview . Supplier shall be responsible for performing the storage and backup services, functions and responsibilities in this Schedule (the “ Storage and Backup Services ”).


1.1.5	Service Availability. Supplier shall provide the Services on a 24x7 basis; unless otherwise agreed by CoreLogic.


1.1.6	Responsibilities.

In the matrices in this Schedule, “P” means “Perform”. The Party identified as “Perform” for an activity is responsible for the successful and appropriate completion of such activity.

In the matrices in this Schedule, “A” means “Approve”. Approve means that the applicable activity performed by the “Perform” Party will be subject to the approval of the “Approve” Party.


1.2	Storage/Backup and Restore Management and Operations.

This Section details the obligations and responsibilities of the Parties regarding storage and backup and Restore management. Except where a responsibility is identified as a “P” responsibility for CoreLogic in the matrices below, Supplier shall be responsible for the following activities:


1.2.1	Storage Management .

This Section details the obligations and responsibilities of the Parties regarding storage management.


1.2.2	Storage Management Requirements .

This Section details the obligations and responsibilities of the Parties regarding the storage management requirements.



No.	Description	Supplier	CoreLogic
1.2.2.1	Define, update, and communicate storage requirements across platforms and Services.		P
1.2.2.2	In accordance with Schedule A-12 , provide a monthly summary of pending storage provisioning requests to CoreLogic.	P
1.2.2.3	Initiate requests for new storage resources or for increases/decreases of existing storage resources.	P	A
1.2.2.4	On a *** basis and in accordance with Schedule A-12 , provide detailed report of storage provisioned, by business unit in support of allocations model.	P	A


1.2.3	Storage Management Execution .

This Section details the obligations and responsibilities of the Parties regarding the execution of the storage management requirements.



No.	Description	Supplier	CoreLogic
1.2.3.1	Develop, maintain and update as appropriate existing detailed SAN design, engineering, SAN testing and integration procedures that meet CoreLogic’s requirements.	P	A
1.2.3.2	Identify and Resolve storage equipment and SAN Fabric Incidents.	P
1.2.3.3	Interface with Authorized Users and manage file share access and space requests.	P
1.2.3.4	Provide storage space allocations.	P
1.2.3.5	Provide, manage and maintain Tape libraries and Tape drives.	P
1.2.3.6	Maintain inventory of storage media equipment, volumes allocated and naming assignments within the Designated Data Center environments and Remote Sites set forth in Schedule A-7 .	P
1.2.3.7	Mount, dismount, initialize and manage storage media as required within the Designated Data Centers and CoreLogic Facilities set forth in Schedule A-7 .	P
1.2.3.8	Perform storage management functions with respect to the Windows and UNIX attached SAN (e.g., RAID array, SAN, NAS, tape, optical), as well as locally attached storage.	P
1.2.3.9	Manage storage data in a manner that shall meet the Availability requirements set forth in Schedule A-3.1 .	P
1.2.3.10	Manage and optimize storage performance in support of the Services.	P
1.2.3.11	Allocate, de-allocate, and re-allocate storage as required or requested by CoreLogic.	P
1.2.3.12	Migrate data as required or requested by CoreLogic.	P
1.2.3.13	Implement security practices (e.g., logical unit masking) to prevent unauthorized storage access.	P	A



No.	Description	Supplier	CoreLogic
1.2.3.14	Perform data replication in accordance with Schedule A-12 , and data recovery Services in accordance with Section13.2(d) of the MSA and CoreLogic’s requirements.	P
1.2.3.15	Update/manage storage recovery procedures and processes across the storage platforms.	P
1.2.3.16	Monitor storage systems for reliability and malfunction.	P
1.2.3.17	Maintain and improve storage resource efficiency and space requirements.	P
1.2.3.18	Provision storage from arrays to host(s) in accordance with CoreLogic requirements.	P
1.2.3.19	Through mutual agreement on replication requirements, configure and maintain local and remote SAN-based replication.	P	A
1.2.3.20	Configure and reconfigure Storage Equipment and Software as required or requested by CoreLogic, including any required third party support.	P
1.2.3.21	In accordance with Schedule A-12 , perform * true-up reporting reconciling all storage deployed in the previous quarter from the CoreLogic * capacity-on-demand pool for all *** storage hardware used to provide storage Services.	P
1.2.3.22	Load and maintain removable media Equipment (including peripheral Equipment, such as Tape drives) with appropriate media for operating runs.	P
1.2.3.23	Coordinate transport and delivery of media to and from the applicable third party offsite secure storage Supplier (e.g., Iron Mountain) to CoreLogic-designated locations as required to perform the Services and required by CoreLogic and store removable media returned by such third party supplier.	P
1.2.3.24	Manage the distribution of all Tapes.	P
1.2.3.25	Maintain a media inventory catalog of all files and Tapes (or alternative media) used to store CoreLogic Data.	P
1.2.3.26	Retain backups in accordance with the retention period for Contract Records set forth in Section 9.10(a) of the MSA for auditing purposes and change backup retention periods and create and maintain new backup jobs as required by CoreLogic in connection with CoreLogic’s legal requirements (e.g. litigation holds, Human Resource investigations, special retention backups).	P
1.2.3.27	Coordinate management of media.	P
1.2.3.28	Develop and document manual media (e.g., Tapes) processing procedures that meet CoreLogic’s requirements and data retention policies and include the following: (i) procedures governing cycling/rotation/disposal of media; and (ii) media management and media retention periods (including for auditing purposes).	P
1.2.3.29	Perform a *** audit of offsite stored media against the offsite inventory catalog.	P



No.	Description	Supplier	CoreLogic
1.2.3.30	Promptly change backup retention periods and create and maintain new backup jobs as required by CoreLogic (e.g., litigation holds, internal and government investigations)	P
1.2.3.31	Promptly isolate, configure, manage and maintain email mailboxes for CoreLogic Personnel that have been identified by CoreLogic for unique and temporary retention requirements (e.g., litigation holds, internal and government investigations) (“ Targeted Retention Mailboxes ”), which may include: (i) retention of deleted email; (ii) targeted backup retention periods; (iii) support of CoreLogic's e-discovery requests; and (iv) making available to CoreLogic and its designated third parties access to such mailboxes or mailbox files in the format required by CoreLogic (“ CoreLogic Special Retention Services ”). Supplier shall discontinue the CoreLogic Special Retention Services upon request by CoreLogic and reconfigure the Targeted Retention Mailboxes to their normal operating functions and configurations	P


1.2.4	Storage Performance Monitoring .

This Section details the obligations and responsibilities of the Parties regarding monitoring storage performance.



No.	Description	Supplier	CoreLogic
1.2.4.1	Resolve exceptions and alerts related to Enterprise Storage and the Storage Equipment.	P
1.2.4.2	Analyze storage capacity on a *** basis and propose to CoreLogic changes to the Enterprise Storage (e.g., elimination of unused Enterprise Storage and appropriate allocations of Enterprise Storage, recommended additional capacity of Enterprise Storage).	P
1.2.4.3	Develop and implement data migration, archival, backup, catalogue maintenance, and retention management procedures.	P	A
1.2.4.4	Perform storage performance analysis in response to Incidents, Service Requests, and as needed to provide the Services.	P
1.2.4.5	Configure and maintain existing Storage Management Software for storage reporting, monitoring and management.	P


1.2.5	Backup and Restore Management .

This Section details the obligations and responsibilities of the Parties regarding backup and R estore management.



No.	Description	Supplier	CoreLogic
1.2.5.1	Perform data backups and monitor for the successful completion of backups and create Incidents for failed backups. Install and configure backup Equipment, schedule backups, and through Request Management procedures, execute on-demand backups.	P



No.	Description	Supplier	CoreLogic
1.2.5.2	Perform and monitor the successful completion of backup procedures and create Incidents for unsuccessful backups. Install and configure backup equipment, schedule backup processes, and through Request Management Procedures, execute on-demand backup.	P
1.2.5.3	Perform and monitor for the successful completion of recovery procedures, including online, partial, or other recovery procedures and create Incidents for unsuccessful recoveries.	P
1.2.5.4	Resolve exceptions and alerts related to the Enterprise Storage and Storage Equipment.	P
1.2.5.5	Subject to the capabilities of the replication method selected, provide a recovery procedure for restoring a data image to a previous level within the applicable timeframes.	P
1.2.5.6	On a *** basis, provide recommendations to CoreLogic regarding backup and recovery considerations, such as improved levels of protection, efficiencies and cost reductions.	P	A
1.2.5.7	Implement CoreLogic-approved recommendations on backup and recovery considerations.	P	A
1.2.5.8	Backup CoreLogic Data and information in accordance with CoreLogic backup, archive and retention schedules and other requirements, as provided by CoreLogic, including regular backups on all Systems.	P
1.2.5.9	Maintain and manage backup schedule and backup windows per environment to minimize the impact on the CoreLogic environments.	P
1.2.5.10	Resolve backup failure Incidents in accordance with applicable Incident Management requirements.	P
1.2.5.11	Through agreed upon Restore criteria and requirements, perform random sample test Restores from backups for validity checks and troubleshoot and remediate any issues relating from such test.	P
1.2.5.12	Restore backup data image to the appropriate target Server, including multiple data sets restores, as required to perform the Services or to fulfill CoreLogic requests.	P
1.2.5.13	Create scripts for customized backups as required to meet backup windows.	P
1.2.5.14	Implement procedures for retrieving backed-up and archived storage media (onsite or offsite) as requested by CoreLogic or as required to support the Services.	P
1.2.5.15	Configure and schedule backup and recovery Tools.	P
1.2.5.16	Following Incidents related to the Storage Equipment or Software, implement improvements in backup procedures and Tools.	P
1.2.5.17	Perform load balancing on backup schedules to optimize performance.	P
1.2.5.18	Load and configure backup Software on Systems.	P
1.2.5.19	Maintain and manage the scratch Tape queue.	P



No.	Description	Supplier	CoreLogic
1.2.5.20	Escalate Tape library or Tape drive failures to applicable Third Party Contractors (e.g., Sun).	P
1.2.5.21	Perform all activities necessary to connect new Infrastructure components to shared storage and backup Infrastructure.	P
1.2.5.22	Implement changes to the backup/recovery system based on generally accepted industry and manufacturer best practices.	P	A
1.2.5.23	Dispose of storage media (e.g. Tapes, disks, etc.) at CoreLogic Facilities in accordance with Section 6.5(e)(ii) of the MSA and CoreLogic security and compliance policies.	P	A
1.2.5.24	Implement procedures for recycling media regularly, managing media replacement and recopying media to provide data integrity and quality.	P
1.2.5.25	In accordance with CoreLogic encryption requirements and Schedule 12 to the MSA, implement necessary capability and procedures for encrypting removable media (for backup purposes).	P	A

MASTER SERVICES AGREEMENT

between

CORELOGIC SOLUTIONS, LLC

and

DELL MARKETING L.P.

July 19, 2012

SUPPLEMENT A

AMENDMENT 2

AS AMENDED AND RESTATED EFFECTIVE JULY 19, 2012

Schedule A-3.1

Service Level MATRIX

1. INTRODUCTION

1.1 Agreement. This Schedule A-3.1 (this “Schedule”) is attached to and incorporated by reference in Supplement A, dated July 19, 2012, to that certain Master Services Agreement by and between CoreLogic and Supplier dated July 19, 2012 (the “MSA”).

1.2 References. All references in this Schedule to articles, sections and attachments shall be to this Schedule, unless another reference is provided.

1.3 Definitions. Terms used in this Schedule with initial capitalized letters but not defined in this Schedule shall have the respective meanings set forth in Schedule 1 to the MSA, Schedule A-1 to Supplement A or elsewhere in the Agreement.

The terms below shall have the following meanings:

"Enterprise Infrastructure Applications" include ***,***/***,***,***,***, ***,***, ***,*** anything defined as enterprise system in ***.

"High Availability" or "HA" means redundancy such that a single operating system or device failure will not degrade the performance of a Service or cause a Service to become unavailable.

"Normal Patch" has the meaning giveb by the applicable product vendor.

"*** Hardware Exception" means Supplier's failure to meet the timing requirements of any single Unit that is subject to the applicable Service Level shall be excused if and to the extent such failure is caused by the failure of a *** to repair or replace ***, other than *** that is included within Supplier’s ***; but only if (i) Supplier uses commercially reasonable efforts to cause such *** to perform within the time frame required for such Unit, (ii) Supplier notifies CoreLogic promptly after such *** failure or delay and (iii) Supplier documents such failure in a Root Cause Analysis after such failure. Any time for which Supplier’s failure to meet the applicable timing requirement is excused by the immediately preceding sentence shall be removed (i.e., excluded) from the calculation of total time to restore such Unit as defined in the Service Level definition. For purposes of the *** Exception, "Unit" means the applicable unit of measurement for the applicable Service Level (e.g., Incident or other applicable unit that is being measured in accordance with the definition and formula for such Service Level).



2.1	Service Management

Service Level

Category

Service Level Metric

Definition

Formula

Formula Variable A

Formula Variable B

Exceptions

Measurement Method

Measurement Window

*** Eligible

Continuous Improvement Eligible

Weighting

Incident Management

Incident Handling - Severity 1 (Critical): Percent of Severity 1 Incidents that are restored within the target timeframe

Critical Service Level

***% of Incidents are restored within *** hours

Measures the time interval between an Incident record being registered in the service management tool for Severity 1 Incidents to the time normal service operation is restored via implementing a solution to the known error or by employing a workaround

Service Level Achievement = (A/B) * 100%

A = Count of Severity 1 Incidents resolved on time

B = Count of Severity 1 Incidents resolved for the Measurement Period

Restoration Time does not include the following:
* Time that Incident Tickets are in “suspend mode” due to previously unknown third-party software defects.
* Time that Incident Tickets are in “suspend mode” for equipment-related failures at non-Supplier Facilities.
* Time incurred restoring Application data and/or functionality from tape media after Supplier has returned Equipment to service.
* Third Party Hardware Exception
* Adjustments to the Service Levels approved by CoreLogic in its sole discretion pursuant to the last sentence of Section 4.4 of the MSA in order to permit the performance of new or additional work activities as contemplated by Section 4.4 of the MSA

OPAS Incident Tickets

24x7

Yes, provided that if any single Incident is not resolved within ***hours, then this *** exception shall not apply

***%

Incident Handling - Severity 2 (High): Percent of Severity 2 Incidents that are restored within the target timeframe

Critical Service Level

***% of Incidents are restored within *** hours

Measures the time interval between an Incident record being registered in the service management tool for Severity 2 Incidents to the time normal service operation is restored via implementing a solution to the known error or by employing a workaround

Service Level Achievement = (A/B) * 100%

A = count of Severity 2 Incidents resolved on time

B = count of Severity 2 Incidents resolved for the Measurement Period

OPAS Incident Tickets

24x7

Yes, provided that if any single Incident is not resolved within ***hours, then this *** exception shall not apply

Yes

***%

Incident Communication - Initial: Percentage of Severity 1 and Severity 2 Incidents that are communicated within the target timeframe

Key Measurement

***% of Incidents are communicated within *** min

Measures the time interval between an Incident record being registered in the service management tool for Severity 1 and Severity 2 Incidents and the time a page/phone and email is sent to CoreLogic via OPAS’s FYI paging functionality. Elapsed number of minutes between the creation of a Severity Level 1 Incident and the time that Dell activates the Major Incident Management process (MIM), including notifying CoreLogic via using the standard High Priority Incident Notification Email template, to resolve such Severity Level 1 Incident, as reflected in the corresponding Incident Ticket.

Service Level Achievement = (A/B) * 100%

A = count of all Severity 1 & Severity 2 Incidents communicated within timeframe

B = count of Severity 1 and Severity 2 Incidents for the Measurement Period

* Does not include actual timestamp of receipt or any communication outside the automated Dell OPAS solution.

OPAS Incident Tickets

24x7

Yes, provided that if any single Incident is not resolved within ***minutes, then this *** exception shall not apply.

***

Percentage of notifications (including automated alerts) that are accurately ***, *** and *** into the appropriate ***

Key Measurement

***% of Severity 1 and 2 Incident notifications are accurately***, *** and *** into ***

Measures the percentage of incidents that are submitted to the ticketing system and have initial accurate categorization and assignment. For greatest accuracy, an Incident record should be created to track each inaccuracy. This would be measured using OPAS Incidents and reporting exceptions.

Service Level Achievement = (A/B) * 100%

A = count of total Severity 1 and 2 Incidents - count of Severity 1 and 2 inaccurate Incidents

B = total count of Severity 1 and 2 Incidents for the Measurement Period

* Any trusted or custom event source incidents (those submitted from outside the current Supplier tools or teams) will be agreed upon before being included in this calculation.

OPAS Incident Tickets

24x7

Yes

***

Incident Communication - Continual: Percentage of Incidents where updates are sent within the target

Key Measurement

97% of Severity 1 updates sent every *** min

Measures the percentage of Incidents where communication to applicable stakeholders is performed within the appropriate timeframes for Severity 1 Incidents. Measurement of this will be through an agreed-upon process and timestamp within the OPAS system or transmission mechanism.

Service Level Achievement = (A/B) * 100%

A = count of total Severity 1 Incidents - count of Severity 1 Incidents with missed communication targets

B = total count of Severity 1 Incidents for the Measurement Period

* This does not include any communication outside the Supplier Service Management process.

OPAS Incident Tickets

24x7

Yes, provided that if any single updateis not resolved within ***(***) minutes, then this *** exception shall not apply.

***

Problem Management

Percentage of times a service impact document that covers the items listed below is completed for Severity 1 and Severity 2 Incidents and a Problem Review Meeting is completed within the target timeframe.
* Incident details through restoration
* Business impact
* RCA - if known
* Long term - fix if known

Key Measurement

***% of service impact documents are created within*** for Severity*** Incidents

Within *** day, an initial Problem record is created (service impact document), and within *** business days, a draft Root Cause Analysis (RCA) is created. Measures the percentage of times a service impact document that covers the items listed below is completed for Severity 1 Incidents and a Problem Review Meeting is completed within the target timeframe.

* Incident details through restoration
* Business impact
* RCA - if known
* Long term - fix if known

Problem review meeting will be held and draft RCA will be ready within 48 hours. Actual closure of the RCA and Problem record is dependent on change activities needed.

Service Level Achievement = (A/B) * 100%

A =count of service impact documents created on time

B = total count of service impact documents required for the measurement period

* Excludes Problem records where CoreLogic critical/key stakeholder participation was not included within the target timeframe.

OPAS Problem Records

Business Hours

Yes

***

Asset Management

***

Asset inventory accuracy percentage

Key Measurement

***%

Measures the accuracy of 10% of CIs and associated attributes (as defined in the Policy and Procedures Manual) stored in the Supplier Asset Management Database

Service Level Achievement = (A/B) * 100%

A = count of accurate reported CIs and associated attributes within sample set

B = total count of sample set CIs and associated attributes within the asset database for the Measurement Period

• Any assets within the sample set that are unavailable or inaccessible to Supplier tools and/or Supplier Personnel will be excluded from this calculation.

OPAS Asset Management and KACE

Business Hours

***

CSAT SLA

***

CoreLogic Operation Managers customer satisfaction

Key Measurement

>=***

Measures Supplier’s performance through a jointly created quarterly survey to ‘CoreLogic Operational Managers’ (Measured on a 1 - 5 scale). Expected survey set of 15-20 individuals. Average of all of the numeric scores selected by an Operational Managers in such survey (on a scale of 1 to 5, with 5 representing the highest level of satisfaction

Service Level Achievement = (A/B) * 100%

A = Sum of score responses from Operational Managers

B = Number of responses received

* Minimum acceptable returned surveys:: ***% of surveys returned

OPAS

***

End User customer satisfaction

Key Measurement

>=***

Measures Supplier’s performance through a survey sent to 30% of ‘End Users’ (Measured on a 1 - 5 scale). Average of all of the numeric scores selected by an Authorized User in such survey (on a scale of 1 to 5, with 5 representing the highest level of satisfaction

Service Level Achievement = (A/B) * 100%

A = Sum of score responses from Authorized Users

B = Number of responses received

* Minimum acceptable sample: ***% of surveys distributed

OPAS

***

End User customer satisfaction drop

Key Measurement

***

Number of months in a year (measured annually) when end user CSAT dropped below the prior month. Auto surveys based on services requested across all towers/functions. Compiled and summarized monthly.

Count of number of months with Auhtorized User satisfaction below prior month

* Measured at the anniversary of Service Commencement Date
* Drops in Authorized User satisfaction due to exceptional business events or due to CoreLogic directed

OPAS

***



2.2	Employee Service Desk

Service Level

Category

Service Level Metric

Definition

Formula

Formula Variable A

Formula Variable B

Exceptions

Measurement Method

Measurement Window

*** Eligible

Continuous Improvement Eligible

Weighting

Average Speed to Answer (ASA) - Percentage of help desk calls that are responded to within a target timeframe

Critical Service Level

***% of calls answered <=*** seconds

Average Speed to Answer (ASA) is the average across all calls to the Service Desk for the time taken from when a call is deemed to have entered the “wait queue” (once the caller has made their final selection from the IVR (interactive voice response) menu) to the time a Service Desk agent answers the call for the purposes of providing Services

Service Level Achievement = A / B

A = the aggregate elapsed time in the Measurement Period within which telephone calls placed to the Service Desk by Authorized Users are answered

B = the total number of telephone calls to Service Desk in the applicable Measurement Period that are answered

Excludes abandoned calls.

Automatic Call Distribution (ACD)

24x7

Yes

***%

Average Handle Time (AHT) - Percentage of help desk calls that are handled to within the target timeframe

Key Measurement

KPI

Average Handle Time (AHT) is the average across all calls to the Service Desk for a Measurement Period of the time taken on the phone by the Service Desk agent for each call. Need to immediately make this a KPI on Day 1

Service Level Achievement = A / B

A = total time in seconds of all calls answered by a Service Desk agent during the Measurement Period

B = number of answered calls

None

Automatic Call Distribution (ACD)

24x7

Yes, but capped at ***

***

Abandon Rate - Maximum percentage of help desk calls that are abandoned

Key Measurement

<=***%

Call Abandon Rate measured as a percentage by adding the total number of calls to the Service Desk that hang up after selecting an option on the Voice Response Unit and before the call is answered by a live person and dividing this by the total number of calls to the Service Desk during the Measurement Period

Service Level Achievement = (A/B) * 100%

A = The number of abandoned calls queued to an agent

B = total calls answered + number of abandoned calls queued

None

Automatic Call Distribution (ACD)

24x7

Yes

***

First Call Resolution - Percentage of help desk calls that are resolved on the first call in less than *** minutes.

Critical Service Level

>=***%

First Call Resolution is the measurement of how many calls are resolved by the Service Desk upon first contact by the Authorized User.

Service Level Achievement = (A/B) * 100%

A = Total Incidents where Authorized User’s Incident is resolved on 1 ^st contact at the Service Desk

B = Total Incident Tickets received by the Service Desk via phone contact

* Incidents received by the Service Desk by means other than telephone (for example, e‑mail, fax, self service portal) will be excluded when calculating attainment for this Service Level; Calls for which a ticket has already been opened for the same Incident. Incidents that cannot be resolved by the Service Desk, as defined in a list to be developed by Dell during Transition Period and updated from time to time, in each case approved by CoreLogic.

OPAS Incident Tickets

24x7

Yes

***%



2.3		End User Device Support and Engineering

Service Level

Category

Service Level Metric

Definition

Formula

Formula Variable A

Formula Variable B

Exceptions

Measurement Method

Measurement Window

*** Eligible

Continuous Improvement Eligible

Weighting

End User Devices (Desktops, Laptops, Printers, Phones and Wireless Devices) Note: Includes call center agents

End User Device Setup (new user) - Percentage of new user setups that are successfully completed within the target timeframe

Key Measurement

***% of requests completed within *** days

Measures the percentage of New Authorized User setup requests that are completed within the required timeframes during the Measurement Period

Service Level Achievement = (A/B) * 100%

A = Number of On-Time End User Device Setup Service Requests

B = Total number of End User Device Setup Service Requests for the Measurement Period

* Batch new user setups will be excluded from the On-Time Completion percentage calculation.
* Time before arrival of assets will be excluded from this measurement (i.e., ticket is submitted after arrival of all necessary assets.)

OPAS Service Requests

Business Hours

Yes, provided that if any single request is not resolved within *** (***) days, then this *** exception shall not apply

Yes

***

End User Device Services Support - Percentage of end user device service support Incidents that are successfully completed within the target timeframe

Key Measurement

***% of Incidents completed within *** at staffed sites and within *** *** for non-staffed sites

Measures the time interval between an Incident record being registered in the service management tool for Desktop Services related Incidents to the time that operation is restored

Service Level Achievement = (A/B) * 100%

A = count of Desktop Services related Incidents resolved on time

B = count of Desktop Services related Incidents for the Measurement Period

Restoration Time does not include the following:
* Time that Incident Tickets are in "suspend mode" due to previously unknown third-party Software defects
* Time that Incident Tickets are in "suspend mode" for equipment-related failures at non-Dell facilities.
* Time incurred restoring Application data and/or functionality from tape media after Dell has returned Equipment to service.
* Third Party Hardware Exception
* Adjustments to the Service Levels approved by CoreLogic in its sole discretion pursuant to the last sentence of Section 4.4 of the MSA in order to permit the performance of new or additional work activities as contemplated by Section 4.4 of the MSA

OPAS Incident Tickets

Business Hours

Yes, provided that if any single Incident is not resolved within *** (***) days at staffed sites and more than *** (***) days for non-staffed sites, then this *** exception shall not apply

Yes

***

End User Device Termination - Percentage of employee end user device termination requests that are successfully completed within the target timeframe

Key Measurement

***% of requests completed within *** days

Measures the degree of compliance of request for End User Device termination within the time period specified. The time period used is the elapsed time from activation of a task to closure of the Service Management Workflow System record.

Service Level Achievement = (A/B) * 100%

A = Number of On-Time End User Device Termination Service Requests

B = Total number of End User Device Termination Service Requests for the Measurement Period

* This excludes any recovery of employee physical assets (for assets not in CoreLogic offices)

OPAS Service Requests

Business Hours

Yes, if single Incident resulting in default is restored in less than *** days

Yes

***

Packaging (Develop and Push) - Percentage of packaging requests that are successfully completed within the target timeframe

Key Measurement

***% of work requests are completed within *** days

Measures the time taken to package software from the receipt of a request for new software to the time that the software is available for the Authorized User to install via the software distribution system

Service Level Achievement = (A/B) * 100%

A = Number of packaging Service Requests completed within the required timeframe

B = Total number of packaging Service Requests for the Measurement Period

* Any time greater than *** business days for CoreLogic to perform applicable testing of the software package

OPAS Service Requests

Business Hours

Yes, provided that if any single request is not resolved within *** (***) days, then this *** exception shall not apply

***

End User Device Moves/Adds/Changes - Percentage of move requests that are successfully completed within the target timeframe

Key Measurement

***% of requests completed within *** days at staffed sites and *** days at non-staffed sites

Measures the percentage of Moves/Adds/Changes (MACs) Service Requests completed within the required timeframes during the Measurement Period

Service Level Achievement = (A/B) * 100%

A = Number of MAC Service Requests completed within the required timeframes

B = Total number of MAC Service Requests received during the Measurement Period

* Batch (*** IMACDs in a day per CoreLogic Facility) Moves/Adds/Changes will be excluded from the on-Time Completion percentage calculation.

OPAS Service Requests

Business Hours

Yes, provided that if any single Incident is not resolved within *** (***) days at staffed sites and more than*** (***) days for non-staffed sites, then this *** exception shall not apply

Yes

***



2.4		Enterprise Services, Exchange & Email

Service Level

Category

Service Level Metric

Definition

Formula

Formula Variable A

Formula Variable B

Exceptions

Measurement Method

Measurement Window

*** Eligible

Continuous Improvement Eligible

Weighting

Enterprise Services

Patch management: Servers - Percentage of servers that are successfully patched within the target timeframe (from release of patch)

Key Measurement

***% of normal patches applied in *** and critical patches applied in *** hours

Apply Patches to all instances of enterprise infrastructure applications including acquiring, testing, and installing multiple patches (Service Pack) Patch management tasks include: maintaining current knowledge of available patches, deciding what patches are appropriate, ensuring that patches are installed properly, testing systems after installation, and documenting all associated procedures, such as specific configurations required

Service Level Achievement = (A/B) * 100%

A = Total number of Enterprise Patches that are successfully installed in accordance with the Patch Management Policy

B = Total number of Enterprise Patches that are scheduled to be completed during the Measurement Period

* Post implementation of service pack, if Microsoft through their website releases a bug notification related to that specific Service Pack & that has caused unsuccessful implementation of patch.
* Time between Dell’s request for CoreLogic’s approval and when CoreLogic provides its approval

OPAS Change Records

Measurement Method will be manual and a combination of timestamp release by Microsoft and change management records. Clock starts at release of patch; clock stops when patch is successfully applied.

24x7

***

Percentage Availability of Right Fax Service

Key Measurement

***%

Service availability for Right Fax (including SQL server database) server to send and receive faxes.

Service Level Achievement = (A/B) * 100%

A=Total number of hours of Right Fax Availability excluding Scheduled Downtime from maintenance

B=Total number of hours in a month

* Single point of failure of hardware, Software, or carrier services

OPAS Incident Tickets

Will be measured using an Incident RCA based measurement approach.

24x7

***

Exchange

***

Percentage Availability of Exchange E‑mail Service (including domain authentication and OWA)

Critical Service Level

***%

Service Availability is defined as the ability of an Authorized User on an Exchange account to (a) access and retrieve information from an individual mailbox, and (b) send and receive messages via his or her mailbox using the Services (Outlook MAPI, OWA, IMAP or POP3).

Service Level Achievement = (A/B) * 100%

A=Total number of hours of Exchange availability excluding Scheduled Downtime from maintenance

B=Total number of hours in a month

* Individual mailbox or mobile device Availability, individual incoming and outgoing mail delivery time.
* Single point of failure (excluding RAID0 mail stores) of hardware, Software, or carrier services

OPAS Incident Tickets

Will be measured using an Incident RCA based measurement approach.

24x7

***%

Percentage Availability of Citrix Metaframe Service (Can encompass multiple farms)

Critical Service Level

***%

Service Availability is defined by availability of core Citrix services like IMA service, Print spooler, XML service and published applications.

Service Level Achievement = (A/B) * 100%

A=Total number of hours of Citrix Availability excluding Scheduled Downtime from maintenance

B=Total number of hours in a month

* Individual Citrix clients, individual Citrix Desktop Availability
* For published applications, where the application is the root cause of the unavailability.

OPAS Incident Tickets

Will be measured using an Incident RCA based measurement approach.

24x7

***%



2.5		Network

Service Level

Category

Service Level Metric

Definition

Formula

Formula Variable A

Formula Variable B

Exceptions

Measurement Method

Measurement Window

*** Eligible

Continuous Improvement Eligible

Weighting

Data Network

Percentage Availability of Connectivity required for business operations - LAN (Data Center locations)

Critical Service Level

***%

Availability within data center, common communication between computing and associated devices. Redundant equipment is required. The service is determined to be available if either side of the redundancy is up and operational.

Service Level Achievement = (A/B) * 100%

A=Total number of seconds of LAN Availability excluding Scheduled Downtime from maintenance

B=Total number of seconds in a month excluding Scheduled Downtime from maintenance

* Third Party Hardware Exception

OPAS Incident Tickets

Will be measured using an Incident RCA based measurement approach.

24x7

***%

Percentage Availability of Connectivity required for business operations - WAN (Data Center locations)

Critical Service Level

***%

Availability for inter-data center connection, internet, intranet, extranet, devices and circuits. Reachability; measurement of the total number of hours of Availability through VLANS and firewalls to internet service provider circuits, intranet and extranet circuit service providers, communication between data centers. Redundant equipment is required. The service is determined to be available if either side of the redundancy is up and operational.

Service Level Achievement = (A/B) * 100%

A=Total number of seconds of WAN Availability excluding Scheduled Downtime from maintenance

B=Total number of seconds in a month excluding Scheduled Downtime from maintenance

*Third Party Hardware Exception

OPAS Incident Tickets

Will be measured using an Incident RCA based measurement approach.

24x7

***%

Percentage availability of LAN (Campus Sites)

Key Measurement

***%

Availability within campus buildings, common communication between computing and associated devices. Assume redundant equipment exists at some level. The service is determined to be available if either side of the redundancy is up and operational.

Service Level Achievement = (A/B) * 100%

A=Total number of seconds of LAN Availability excluding Scheduled Downtime from maintenance

B=Total number of seconds in a month excluding Scheduled Downtime from maintenance

* Third Party Hardware Exception

OPAS Incident Tickets

Will be measured using an incident RCA based measurement approach

24x7

Yes

***

IT Security - Percent of Firewall requests, I.P. Address Add, Change or Open HTTP Port requests that are successfully completed within Target timeframe

Key Measurement

***% of requests completed within***; ***% completed within ***

Measures the time taken between processing of approved request (s)

Service Level Achievement = (A/B) * 100%

A=Number of successfully completed requests

B= Total number of requests in the measurement period

* Any hold in approval processes or change request initiated by CoreLogic
* Supplier’s failure to meet this Service Level in respect of any hardware-related Incidents shall be excused to the extent that such failure is caused by any Supplier third party provider’s failure to perform, or delay in performing, any repair or replacement actions required to be performed by such third party provider in connection with the resolution of any such Incident; provided, that (i) Supplier uses commercially reasonable efforts to cause such third party providers to perform within the required time frame and (ii) to the extent documented in Supplier’s Root Cause Analysis.”

OPAS Service Requests

24x7

***

Voice Network

***

Percentage Availability of Voice Service (includes VOIP)

Critical Service Level

***%

Voice Availability consists of time voice communication between users was available. Includes contact center and end user. Redundant equipment and circuits are required.

Service Level Achievement = (A/B) * 100%

A=Total number of seconds of VOIP Availability excluding Scheduled Downtime from maintenance

B=Total number of seconds in a month excluding Scheduled Downtime from maintenance

* Connection unavailability from provider of the network pipe;
*Third Party Hardware Exception
* Excludes Avaya, Nortel and other non‑enterprise VOIP systems

Cisco operations manager or equivalent

Will be measured using an Incident RCA based measurement approach.

24x7

***%

New contact center workflow service request.

Key Measurement

***%***complete with in ***

Measures the time taken between processing of approved request(s)

Service Level Achievement = (A/B) * 100%

A=Number of successfully completed requests

B= Total number of requests in the Measurement Period

* Any hold in approval processes or change request initiated by CoreLogic Note: change requests should be after initial submission
* Excludes batch submissions and limited to <=4 or more call flow requests at one time.

OPAS Service Requests

24x7

Yes, provided that if any single request is not resolved within***days, then this *** exception shall not apply

Yes

***



2.6		Midrange

Service Level

Category

Service Level Metric

Definition

Formula

Formula Variable A

Formula Variable B

Exceptions

Measurement Method

Measurement Window

*** Eligible

Continuous Improvement Eligible

Weighting

Overall Server Availability

Server Availability - High

Critical Service Level

***%

Measures the Availability of an individual cluster or System that are classified as High

Service Level Achievement = (A/B) * 100%

Sum total of individual cluster Actual Uptime or System Actual Uptime classified as High

Sum total Scheduled Uptime for individual cluster or system classified as High during the Measurement Period

* Lack of availability caused by CoreLogic or Third Party Contractor as documented in Supplier’s Root Cause Analysis
* Third Party Hardware Exception
* If any node of the cluster is not available and cluster it self is available then cluster is considered available.
* Any server classified as High which does not meet the minimal configuration requirements as defined in Resource Unit Definition Schedule A 4.2 at any time during the Measurement Period will be excluded
* Unavailability caused by a CoreLogic employee, as documented in the Root Cause Analysis

OPAS Incident Tickets

24x7

***%

Server Availability - Standard

Critical Service Level

***%

Measures the Availability of an individual cluster or System that are classified as Standard

Service Level Achievement = (A/B) * 100%

Sum total of individual cluster Actual Uptime or System Actual Uptime classified as Standard

Sum total Scheduled Uptime for individual cluster or system classified as Standard during the Measurement Period

* Lack of availability caused by CoreLogic or Third Party Contractors as documented in Supplier’s Root Cause Analysis
* Third Party Hardware Exception

OPAS Incident Tickets

24x7

***%

Server Availability - Low

Key Measurement

***%

Measures the Availability of servers that are classified as Low Availability with no single Low server having downtime > 10 hours. Any single server with downtime >10 hours will result in service level default for “Low” servers.

Note: Availability for servers under the control of application development staff will be excluded from the measurement and will be treated as a KPI with a target measurement of 95%

Service Level Achievement = (A/B) * 100% or with single Low server having downtime > 10 hours

Sum total Actual Uptime for all systems designated as Low Availability

Sum total Scheduled Uptime for all Systems designated as Low Availability during the Measurement Period

*if the RCA for “Low” category server is not available due to configuration changes by CoreLogic application development team that server will be excluded from the measurement.
*Third Party Hardware Exception

OPAS Incident Tickets

24x7

Yes, provided that not more than ***% of the servers have an aggregate availability less than***%

***

Physical Server

***

Physical Server Provisioning - Percentage of physical server installation requests that are successfully completed within the target timeframe (includes server configuration, backup and other workload automation)

Key Measurement

***% of requests completed within ***

Measures the percentage of Physical Service Provisioning Service Requests that are fulfilled by Supplier within the required timeframe. This Service Level applies to standard configuration x86 servers

Service Level Achievement = (A/B) * 100%

Total number of Physical Service Provisioning Service Requests completed within defined timeframe

Total number of Physical Service Provisioning Service Requests that are scheduled to be completed during the Measurement Period

* Greater than 10 in single request is batch and will be excluded from the on-Time Completion percentage calculation.
* Time before arrival of assets will be excluded from this measurement (i.e. ticket is submitted after arrival of all necessary assets.)

OPAS Service Requests

Business Hours

Yes, provided that if any single request is not resolved within *** (***) hours, then this *** exception shall not applys

Yes

***

Virtual Server

***

Add server(s) into Cloud Environment: Less than Ten (10) VM’s - Percentage of server provisioning requests that are successfully completed within the target timeframe

Key Measurement

***% of requests completed within ***

Measures the percentage of Virtual Service Provisioning Requests (less than ten {10}) that are fulfilled by Supplier within the required timeframe

Service Level Achievement = (A/B) * 100%

Total number of Virtual Service Provisioning Service Requests that are less than ten {10} VMs during the Measurement Period for which the Completion Time is met

Total number of Virtual Service Provisioning Service Requests that are less than ten {10} VM’s that are scheduled to be completed during the Measurement Period

* Any requests for 10 or more VMs will be an exception

OPAS Service Requests

Business Hours

Yes, provided that if any single request is not resolved within *** (***) days, then this *** exception shall not apply

Yes

***

Patch management: Servers - Percentage of servers that are successfully patched within the target timeframe (from release of patch)

Note: This is for non-Enterprise Servers (employee systems)

Key Measurement

***% of normal patches applied *** and critical patches applied in ***

Patch Management of Non-Enterprise Servers” means a patch scheduled to be deployed by Dell for Server Operating Systems in accordance with the Patch Management Policy. This will be a quarterly Service Level.

Service Level Achievement = (A/B) * 100%

Total number of Non-Enterprise Patches that are successfully installed in accordance with the Patch Management Policy for Server Equipment and Software

Total number of Non-Enterprise Patches that are scheduled to be completed during the Measurement Period

* Excludes time between Dell’s request for CoreLogic’s approval and when CoreLogic provides its approval.

OPAS Change Records and associated Server logs.

Business Hours

***



2.7		Storage

Service Level

Category

Service Level Metric

Definition

Formula

Formula Variable A

Formula Variable B

Exceptions

Measurement Method

Measurement Window

*** Eligible

Continuous Improvement Eligible

Weighting

Storage

Percentage Availability of Storage

Crticial Service Level

0.999

Measures the average percentage of time that Storage Frames are Available for use during Scheduled Uptime in the applicable Measurement Period

Service Level Achievement = (A/B) * 100%

Sum total of Uptime for all storage Systems

Sum total of Scheduled Uptime for all storage systems during the Measurement Period

Availability excludes the following:
* Incidents caused by CoreLogic or Third Party Contractors as documented in Supplier’s Root Cause Analysis
* Third Party Hardware Expense

OPAS Incident Tickets

24x7

Yes

***%

Tier 1, 2, 3 Storage Provisioning <5% of allocated - Percentage of requests that are successfully completed within the target timeframe

Key Measurement

***% of requests completed within *** day

Measures the percentage of Tier 1, 2, and 3 storage configuration service requests, less than 5% of all allocated storage, that are performed within the required timeframe during the Measurement Period

Service Level Achievement = (A/B) * 100%

Number of On-Time Tier 1, 2, and 3 Storage Provisioning Service Requests that are <5% of allocated

Number of On-Time Tier 1, 2, and 3 Storage Provisioning Service Requests that are <5% of allocated Requests

* Any Storage provisioning requests which exceed (in sum) more than 5% of allocated storage during the designated Measurement Period will be excluded.
* Locally attached storage
* Third Party Hardware Exception

OPAS Service Requests

Business Hours

Yes, provided that if any single request is not resolved within *** (***) days, then this *** exception shall not apply

Yes

***

Tier 1, 2, 3 Storage Provisioning >5% of allocated - Percentage of requests that are successfully completed within the target timeframe

Key Measurement

***% of requests completed within ***s

Measures the percentage of Tier 1, 2, and 3 storage configuration service requests, greater than 5% of all allocated storage, that are performed within the required timeframe during the Measurement Period

Service Level Achievement = (A/B) * 100%

Number of On-Time Tier 1, 2, and 3 Storage Provisioning Service Requests that are >5% of allocated

Number of On-Time Tier 1, 2, and 3 Storage Provisioning Service Requests that are >5% of allocated Requests

* Locally attached storage.

OPAS Service Requests

Business Hours

Yes

***

Backup

***

Add backup service - Percentage of requests to add servers to backup that are successfully completed within the target timeframe

Key Measurement

***% of requests completed within *** days

Measures the percentage of new backup Service Requests that are performed within the required timeframe during the Measurement Period

Service Level Achievement = (A/B) * 100%

Number of backup Service Requests completed within the required timeframe

Total number of backup Service Requests for the Measurement Period

* Add backup service requests - If the number of Add backup service requests is greater than 10 per business day, this will be considered a batch submission and executed as a project.

OPAS Service Requests

Business Hours

Yes, provided that if any single request is not resolved within ***(***)***days, then this *** exception shall not applys

Yes

***

Emergency Restore Requests - Percentage of restoration requests for business critical restore of file(s), folder(s), sub directory which is currently offsite completed within the target timeframe

Key Measurement

***% of requests initiated within*** day

Measures the percentage of emergency restore Service Requests that are (initiated via the physical restore) within the required timeframe during the Measurement Period

Service Level Achievement = (A/B) * 100%

Number of emergency physical restore Service Requests initiated within the required timeframe

Total number of emergency physical restore Service Requests for the Measurement Period

* Emergency restore requests - If the number of emergency restore requests is greater than 10 per business day, this will be considered a batch submission and executed as a project.

OPAS Service Requests

24x7

***

Business critical, backup job failure - Percentage of backup job failures that are successfully addressed within the target timeframe

Key Measurement

***% of failures are successfully completed within*** days

Measures the percentage of backup job failures that are successfully completed within the required timeframe during the Measurement Period

Service Level Achievement = (A/B) * 100%

Number of backup job failures Incident Tickets that are resolved within the required timeframe

Total number of backup job failures incident tickets for the Measurement Period

Restoration Time does not include the following:
* Time that Incident Tickets are in “suspend mode” due to previously unknown third party software defects.
* Time that Incident Tickets are in “suspend mode” for equipment related failures at non‑Dell facilities.
* Third Party Hardware Exception
* Adjustments to the Service Levels approved by CoreLogic in its sole discretion pursuant to the last sentence of Section 4.4 of the MSA in order to permit the performance of new or additional work activities as contemplated by Section 4.4 of the MSA

OPAS Incident Tickets

24x7

Yes, provided that if any single failure successfully completed is not resolved within *** (***) days, then this *** exception shall not apply

***

CoreLogic requested restore of up to 1.0% of the backup media per/ semiannual or per compliance policy - Percentage of restores successfully completed within the target timeframe

Key Measurement

***% of restores are successfully completed without fault and within *** days.

Measures the percentage of random restores that are successfully completed during designated Change Window

Service Level Achievement = (A/B) * 100%

Number of random restores change tickets completed within the required timeframe

Total number of random restores change tickets executed

OPAS Change Tickets

Reported semi-annually

Yes, provided that if any single restore is not resolved within *** (***) days, then this *** exception shall not apply

***



2.8		Mainframe

Service Level

Category

Service Level Metric

Definition

Formula

Formula Variable A

Formula Variable B

Exceptions

Measurement Method

Measurement Window

*** Eligible

Continuous Improvement Eligible

Weighting

zO/S and Communications Components: Percentage of the agreed upon hours the System is on the wire and Available

Critical Service Level

***%

Measures the Availability of the mainframe environment, including zO/S and associated Communication Components

Service Level Achievement = (A/B) * 100%

Total Uptime for all mainframe systems

Total Scheduled Uptime for all mainframe systems during the Measurement Period

Availability excludes the following:
* Non-production environments
*Third Party Hardware Exception

OPAS Incident Tickets

24x7

***%

CICS Production Availability

Critical Service Level

***%

Measures the Availability of the CICS environment

Service Level Achievement = (A/B) * 100%

Total Uptime for all CICS systems

Total Scheduled Uptime for all CICS systems during the Measurement Period

Availability excludes the following:
* Non-production environments
* Third Party Hardware Exception

OPAS Incident Tickets

24x7

***%

Percentage availability of ADABAS

Key Measurement

***%

Measures the Availability of the production ADABAS environment

Service Level Achievement = (A/B) * 100%

Total Uptime for production ADABAS system

Total Scheduled Uptime for production ADABAS systems during the Measurement Period

Availability excludes the following:
* Non-production environments
* Third Party Hardware Exception

OPAS Incident Tickets

24x7

Yes

***



2.9		EAPM

Service Level

Category

Service Level Metric

Definition

Formula

Formula Variable A

Formula Variable B

Exceptions

Measurement Method

Measurement Window

*** Eligible

Continuous Improvement Eligible

Weighting

EAPM – Percent of monitoring setup (server based) completed in the following timeframe:

Key Measurement

***% of requests completed in the target timeframe:

*** or fewer servers – ***hrs.
*** to *** servers – *** hrs.
*** or more servers – *** hrs.

Measures the amount of time between receipt of a monitoring setup request and the completion of the monitoring setup activity

Service Level Achievement = (A/B) * 100%

A = total number of monitoring setup request tickets where the closure time is greater than the target

B = total number of monitoring setup requests in the Measurement Period

None

OPAS Service Requests

Business Hours

Yes, provided that if any single request is not resolved within *** (***) times, then this *** exception shall not apply

***

EAPM – Percent of Synthetic Transaction monitoring setup completed in the following timeframe:

Key Measurement

***% of transactions (web page calls) completed in the target timeframe:

***or fewer transactions - *** business hours
*** to *** transactions - *** business hours
*** to *** transactions - ***business hours

Measures the amount of time between receipt of a monitoring setup request and the completion of the monitoring setup activity

Service Level Achievement = (A/B) * 100%

A = total number of monitoring setup request tickets where the closure time is greater than the target

B = total number of monitoring setup requests in the Measurement Period

None

OPAS Service Requests

Business Hours

Yes, provided that if any single request is not resolved within ***(***)***times, then this *** exception shall not apply

***



2.10	Central Account Provisioning

Service Level

Category

Service Level Metric

Definition

Formula

Formula Variable A

Formula Variable B

Exceptions

Measurement Method

Measurement Window

*** Eligible

Continuous Improvement Eligible

Weighting

Percent of new user account setup requests completed within the target timeframe

Key Measurement

***% of requests completed within *** days

Measures the time taken between processing of approved request to setup the account(s)

Service Level Achievement = (A/B) * 100%

A=Number of successfully completed requests

B= Total number of requests in the Measurement Period

Any hold in approval processes or Change Request initiated by CoreLogic

OPAS Service Requests

Business Hours

Yes, provided that if any single request is not resolved within *** (***) days, then this *** exception shall not apply

***

Percent of user terminations that are completed within the target timeframe

Critical Service Level

***% within *** hours and 100% within ***hours

Measures the time taken between processing of approved request to terminate the account(s)

Service Level Achievement = (A/B) * 100%

A=Number of successfully completed requests

B= Total number of requests in the Measurement Period

Any hold in approval processes or Change Request initiated by CoreLogic

Any termination requests over 40 during a given day will not be measured

OPAS Service Requests

24x7

***%

MASTER SERVICES AGREEMENT

between

CORELOGIC SOLUTIONS, LLC

and

DELL MARKETING L.P.

July 19, 2012

SUPPLEMENT A

AMENDMENT 2

AS AMENDED AND RESTATED EFFECTIVE JULY 19, 2012

SCHEDULE A-4.2

Resource Unit Definitions

Schedule A-4.2

Resource Unit Definitions


1.1	Introduction .


1.1.1	Agreement. This Schedule A-4.2 (this “ Schedule ”) is attached to and incorporated by reference in Supplement A to that certain Master Services Agreement by and between CoreLogic and Supplier dated July 19, 2012 (the “ MSA ”).


1.1.2	References. All references in this Schedule to articles, sections and exhibits shall be to this Schedule, unless another reference is provided.


1.1.3	Definitions. Terms used in this Schedule with initial capitalized letters but not defined in this Schedule shall have the respective meanings set forth in Schedule A-1 to Supplement A, Schedule 1 to the MSA or the other Schedules to the MSA or Supplement A.

The following terms have the meanings specified below:

“ Configuration Management Database ” or “ CMDB ” is a database that identifies and tracks relevant information and relationships about Configuration Items (CI) and any changes made to CI in a comprehensive and systematic fashion.

“ FTE ” or “ Full Time Equivalent ” means the full-time equivalent of a Supplier Personnel performing Services for a minimum of *** Hours per Contract Year effort (whether by one person or more than one person). Each dedicated FTE shall be deemed to be a fraction of an FTE equal to the number of *** Hours worked by such dedicated FTE in a Contract Year divided by ***.

“ Service Request ” means any request from the authorized user to add, remove or change to a service. One request may contain one or more related tasks.


1.1.4	General. This Schedule describes the terms and definitions of billable Resource Units applicable to Supplement A. There are no other billable Resource Units applicable to Supplement A.


1.2	Network Services

This Section details the Resource Units associated with Schedule A-2.9 (Network Services)


1.2.1	Network Switch/Route r

“ Network Switch/Router ” means a network switch/router device for which Supplier performs Network Services that is installed and located outside of a Supplier Data Center. For clarity, Supplier owned routers and switches located within a Supplier Facility are supported in accordance with Schedule A-2 , but are excluded from the measurement of this Resource Unit unless the router or switch is specifically requested by CoreLogic and is not otherwise required to provide Services in accordance with this Agreement and Service Levels.

Resource Unit Definition : Each Network Switch/Router as measured using data from the CMDB (excluding Network Switch/Routers that do not meet the definition above) on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.2.2	Physical Firewall - Clustered

“ Physical Firewall - Clustered ” means a physical firewall device that is configured in an active/passive or active/active pair with failover mode, for which Supplier performs Network Services that is installed and located outside of a Supplier Data Center. For clarity, Supplier provided Firewalls located within a Supplier Facility are supported in accordance with

Schedule A-2 , but are excluded from the measurement of this Resource Unit unless the additional Physical Firewall - Clustered is specifically requested by CoreLogic and is not otherwise required to provide Services in accordance with this Agreement and Service Levels.

Resource Unit Definition : Each Physical Firewall - Clustered as measured using data from the CMDB (excluding Firewalls that do not meet the definition above) on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.2.3	Physical Firewall - Standalone

“ Physical Firewall - Standalone ” means a single standalone physical firewall device for which Supplier performs Network Services that is installed and located outside of a Supplier Data Center. For clarity, Supplier provided Firewalls located within a Supplier Facility are supported in accordance with Schedule A-2 , but are excluded from the measurement of this Resource Unit unless the additional Physical Firewall - Standalone is specifically requested by CoreLogic and is not otherwise required to provide Services in accordance with this Agreement and Service Levels.

Resource Unit Definition : Each Physical Firewall - Standalone as measured using data from the CMDB (excluding Firewalls that do not meet the definition above) on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.2.4	Virtual Firewall - Clustered

“ Virtual Firewall - Clustered ” means a virtual firewall device that is configured in an active/passive or active/activepair with failover mode, for which Supplier performs Network Services that is installed and located outside of a Supplier Data Center. For clarity, Supplier provided Firewalls located within a Supplier Facility are supported in accordance with Schedule A-2 , but are excluded from the measurement of this Resource Unit unless the additional Virtual Firewall - Clustered is specifically requested by CoreLogic and is not otherwise required to provide Services in accordance with this Agreement and Service Levels.

Resource Unit Definition : Each Virtual Firewall - Clustered as measured using data from the CMDB (excluding Firewalls that do not meet the definition above) on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.2.5	Virtual Firewall - Standalone

“ Virtual Firewall - Standalone ” means a single standalone physical firewall device for which Supplier performs Network Services that is installed and located outside of a Supplier Data Center. For clarity, Supplier provided Firewalls located within a Supplier Facility are supported in accordance with Schedule A-2 , but are excluded from the measurement of this Resource Unit unless the additional Virtual Firewall - Standalone is specifically requested by CoreLogic and is not otherwise required to provide Services in accordance with this Agreement and Service Levels.

Resource Unit Definition : Each Virtual Firewall - Standalone as measured using data from the CMDB (excluding Firewalls that do not meet the definition above) on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.2.6	Security Appliances

“ Security Appliance ” means a purpose built Security Appliance including adaptive security appliances, web security appliances, key management appliances, encryption appliances, IPS devices, IDS devices, Security Information and Event Management appliances, and content filters that are in production and located outside of a Supplier Data Center. For clarity, Supplier provided Security Appliances located within a Supplier Facility are supported in accordance with Schedule A-2 , but are excluded from the measurement of this Resource Unit unless the additional Security Appliance is specifically requested by CoreLogic and is not otherwise required to provide Services in accordance with this Agreement and Service Levels

Resource Unit Definition : Each Security Appliance as measured using data from the CMDB (excluding Security Appliances that do not meet the definition above) on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.2.7	VOIP Phone

“VOIP Phone” means a VOIP phone device at supported Facilities for which Supplier performs VOIP Services.

Resource Unit Definition : Each VOIP Phone as measured using data from the call management system on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.2.8	Miscellaneous Network Devices

“ Miscellaneous Network Device ” means a purpose-built network device for which Supplier performs Network Services which is not included in the other network device charges in this Schedule A-4.2 . Miscellaneous Network Devices include “***” and “***”. For clarity, Supplier provided Miscellaneous Network Devices located within a Supplier Facility are supported in accordance with Schedule A-2 , but are excluded from the measurement of this Resource Unit unless the additional Miscellaneous Network Device is specifically requested by CoreLogic and is not otherwise required to provide Services in accordance with this Agreement and Service Levels.

Resource Unit Definition : Each Miscellaneous Network Device as measured using data from the CMDB (excluding Miscellaneous Network Devices that do not meet the definition above) on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.2.9	Load Balancer - Clustered

“ Load Balancer - Clustered ” means two purpose-built devices configured in an active/passive or active/active pair with failover mode used to manage and distribute workload across multiple computing resources. For clarity, Supplier provided Load Balancers located within a Supplier Facility are supported in accordance with Schedule A-2 , but are excluded from the measurement of this Resource Unit unless the additional Load Balancer - Clustered is specifically requested by CoreLogic and is not otherwise required to provide Services in accordance with this Agreement and Service Levels.

Resource Unit Definition : Each Load Balancer - Clustered as measured using data from the CMDB (excluding Load Balancers that do not meet the definition above) on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.2.10	Load Balancer - Standalone

“ Load Balancer - Standalone ” means a purpose-built device used to manage and distribute workload across multiple computing resources. For clarity, Supplier provided Load Balancers located within a Supplier Facility are supported in accordance with Schedule A-2 , but are excluded from the measurement of this Resource Unit unless the additional Load Balancer - Standalone is specifically requested by CoreLogic, and is not otherwise required to provide Services in accordance with this Agreement and Service Levels.

Resource Unit Definition : Each Load Balancer - Standalone as measured using data from the CMDB (excluding Load Balancers that do not meet the definition above) on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.2.11	Wireless Access Points

“ Wireless Access Point ” means a Network wireless access point device located at CoreLogic Facilities for which Supplier performs Network wireless Services.

Resource Unit Definition : Each Wireless Access Point as measured using data from CMDB on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.2.12	Network IMADS

“ Network IMAD ” means installs, moves, adds or removals (deletes) of Network devices as requested by CoreLogic excluding IMADs resulting from activities performed under Schedule A-13 .

Resource Unit Definition : Each Network IMAD as measured using data from the Supplier's service management system during the applicable calendar month shall be equal to one (1) Resource Unit.


1.3	E nd User Desktop Support.

This Section details the Resource Units associated with Schedule A-2.6 (End User Desktop Support and Messaging Services).


1.3.1	EUC (Desktop/Laptop)

“ EUC Device ” means an end user computing device that is a desktop or laptop personal computing device running a single Microsoft or Apple Operating System.

EUC Device Resource Unit represents the Charges for the Services (e.g., EUC Services and Network Services) for all EUC Devices (other than Mobile Devices and Thin Clients).

Resource Unit Definition : Each EUC Device as measured using data from the CMDB on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.3.2	Network Printer

“ Network Printer ” means: (A) a printing device that: (i) is connected to the CoreLogic Network via Ethernet, (ii) is located at a CoreLogic Facility, and (iii) to which Authorized Users are able to print using a EUC Device; and (B) is in-service.

Resource Unit Definition : Each Network Printer as measured using data from CMDB on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.3.3	*** Email Account

“ Email Mailbox ” means an authorized account on the CoreLogic email system for which Supplier is required to provide content-filtering, including user mailboxes, group mailboxes, or system mailboxes. *** Email Accounts shall not include any accounts on the CoreLogic email system allocated to Supplier.

Resource Unit Definition : Each Email Mailbox as measured using data from Exchange Messaging System (excluding Email Mailboxes that do not meet the definition above) on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.3.4	Mobile Device

A “ Mobile Device ” means a personal hand-held device used by an Authorized User that provides the functions of a cellular phone and/or also allows the receipt and creation of email messages. Mobile Devices exclude bar code readers, digital scanners and RFI devices. The Resource Unit includes support of the Enterprise Server for Active Sync.

Resource Unit Definition : Each Mobile Device as measured using data from the Supplier's mobile device management system (excluding Mobile Device that do not meet the definition above) on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.3.5	Desktop Application Packages

“ Desktop Application Package ” means any custom compilation of a commercial-off-the-self (" COTS ") or custom in-house application, packaged for automated delivery and requested by CoreLogic, by image type as applicable (e.g., *** variations, etc.). Desktop Application Packages include de-install packages required for proper installation to an end user device. The pricing for the Desktop Applications Package Resource Unit categories is on a services-only basis.

Resource Unit Definition : Each Desktop Application Package as measured using data from the Supplier's service management system during the applicable calendar month shall be equal to one (1) Resource Unit.


1.3.6	Desktop Image Management

“ Desktop Image Management ” means a pre-configured, deployable image validated on one (1) or more currently supported desktop hardware platforms in the CoreLogic environment.

The pricing for the Desktop Image Management Resource Unit categories is on a services-only basis.

Resource Unit Definition : Each Desktop Image Management as measured using data from the Supplier Desktop Management System on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.3.7	End User IMACDs - Campus

“ End User IMACD - Campus ” means physical installs, moves, adds, changes or deletions for End User Devices as requested by CoreLogic at sites designated as Campus facilities.

Resource Unit Definition : Each End User IMACD - Campus as measured using data from the Supplier's service management system during the applicable calendar month shall be equal to one (1) Resource Unit.


1.3.8	End User IMACDs - Remote

“ End User IMACD - Remote ” means physical installs, moves, adds, changes or deletions for End User Devices as requested by CoreLogic at sites not designated as Campus facilities.

Resource Unit Definition : Each End User IMACD - Remote as measured using data from the Supplier's service management system during the applicable calendar month shall be equal to one (1) Resource Unit.


1.4	S ervice Desk.

This Section details the Resource Units associated with Schedule A-2.3 (Service Desk Services).


1.4.1	Service Desk Tickets

“ Service Desk Ticket ” means a ticket created by a Service Desk agent that is initiated by the Authorized User by telephone or Self Service. One (1) such Ticket equals one (1) Resource Unit. Tickets that are routed by the Supplier's service management system to Resolver Groups other than the Service Desk are excluded from this Resource Unit.

Resource Unit Definition : Each Service Desk Ticket as measured using data from the Supplier's service management system during the applicable calendar month shall be equal to one (1) Resource Unit.


1.5	Mainframe Services.

This Section details the Resource Units associated with Schedule A-2.7 (, Mainframe, Services ) .


1.5.1	Mainframe Service

“ Mainframe Services Unit ” means a Mainframe Service that provides installed mainframe processing capabilities of *** Millions of Instructions Per Second (MIPS) and useable Direct Access Storage Drive (DASD) storage of *** terabytes.

Resource Unit Definition : Each Mainframe Services Unit as measured using data from the CMDB on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.5.2	Mainframe Tape

“ Mainframe Tape” means a physical tape mount associated with the mainframe.

Resource Unit Definition : Each Mainframe Tape as measured using data from the mainframe system management facility records (SMF) during the applicable calendar month shall be equal to one (1) Resource Unit.


1.6	Server (Services Only) . This Section details the Resource Units associated with Schedule A-2.4 (Server Services). Any Operating System instances that are used to deliver Services already charged by different Resource Units (e.g., *** Email Mailboxes, monitoring, DLP, etc.) as identified in CMDB will be excluded from the device count.


1.6.1	Linux High OS Instance

“ Linux High OS Instance ” means an Operating System instance that operates on a Linux Operating System platform on a Server at a CoreLogic Data Center or Supplier Facility that CoreLogic has designated to (i) receive the “Linux High OS Instance” Services described in Schedule A-2.4 (Server Services); and (ii) have the applicable minimum computing requirements described in Appendix A below.

Resource Unit Definition : Each Linux High OS Instance as measured using data from the CMDB on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.6.2	Linux Standard OS Instance

“ Linux Standard OS Instance ” means an Operating System instance that operates on a Linux Operating System platform on a Server at a CoreLogic Data Center or Supplier Facility that CoreLogic has designated to (i) receive the “Linux Standard OS Instance” described in Schedule A-2.4 (Server Services); and (ii) have the applicable minimum computing requirements described in Appendix A below.

Resource Unit Definition : Each Linux Standard OS Instance as measured using data from the CMDB on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.6.3	Linux Low OS Instance

“ Linux Low OS Instance ” means an Operating System instance that operates on a Linux Operating System platform on a Server at a CoreLogic Data Center or Supplier Facility that CoreLogic has designated to (i) receive the “Linux Low OS Instance” described in Schedule A-2.4 (Server Services); and (ii) have the applicable minimum computing requirements described in Appendix A below.

Resource Unit Definition : Each Linux Low OS Instance as measured using data from the CMDB on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.6.4	Windows High OS Instance

“ Windows High OS Instance ” means an Operating System instance that operates on a Microsoft Windows Operating System platform on a Server at a CoreLogic Data Center or Supplier Facility that CoreLogic has designated to (i) receive the “Windows High OS Instance” described in Schedule A-2.4 (Server Services); and (ii) have the applicable minimum computing requirements described in Appendix A )

Resource Unit Definition : Each Windows High OS Instance as measured using data from the CMDB on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.6.5	Windows Standard OS Instance

“ Windows Standard OS Instance ” means an Operating System instance that operates on a Microsoft Windows Operating System platform on a Server at a CoreLogic Data Center or Supplier Facility that CoreLogic has designated to (i) receive the “Windows Standard OS Instance” described in Schedule A-2.4 (Server Services); and (ii) have the applicable minimum computing requirements described in Appendix A below.

Resource Unit Definition : Each Windows Standard OS Instance as measured using data from the CMDB on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.6.6	Windows Low OS Instance

“ Windows Low OS Instance ” means an Operating System instance that operates on a Microsoft Windows Operating System platform on a Server at a CoreLogic Data Center or Supplier Facility that CoreLogic has designated to (i) receive the “Windows Low OS Instance” described in Schedule A-2.4 (Server Services); and (ii) have the applicable minimum computing requirements described in Appendix A below.

Resource Unit Definition : Each Windows Low OS Instance as measured using data from the CMDB on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.6.7	UNIX High OS Instance

“ UNIX High OS Instance ” means an Operating System instance that operates on the Solaris or AIX Operating System platform on a Server at a CoreLogic Data Center or Supplier Facility that CoreLogic has designated to (i) receive the “UNIX High OS Instance” described in Schedule A-2.4 (Server Services); and (ii) have the applicable minimum computing requirements described in Appendix A below.

Resource Unit Definition : Each Unix High OS Instance as measured using data from the CMDB on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.6.8	UNIX Standard OS Instance

“ UNIX Standard OS Instance ” means an Operating System instance that operates on a the Solaris or AIX Operating System platform on a Server at a CoreLogic Data Center or Supplier Facility that CoreLogic has designated to (i) receive the “UNIX Standard OS Instance” described in Schedule A-2.4 (Server Services); and (ii) have the applicable minimum computing requirements described in Appendix A below.

Resource Unit Definition : Each Unix Standard OS Instance as measured using data from the CMDB on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.6.9	UNIX Low OS Instance

“ UNIX Low OS Instance ” means an Operating System Instance that operates on a the Solaris or AIX Operating System platform on a Server at a CoreLogic Data Center or Supplier Facility that CoreLogic has designated to (i) receive the “UNIX Low OS Instance” described in Schedule A-2.4 (Server Services); and (ii) have the applicable minimum computing requirements described in Appendix A below.

Resource Unit Definition : Each Unix Low OS Instance as measured using data from the CMDB on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.6.10	ESX/Xen Host

“ ESX/Xen Host ” means device running the ESX or XenServer Operating System platform on a Server at a CoreLogic Data Center or Supplier Facility that CoreLogic has designated to receive the “ESX /XenServer OS Instance” described in Schedule A-2.4 (Server Services).

Resource Unit Definition : Each ESX /Xen Host Instance as measured using data from the CMDB on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.6.11	iSeries OS Instance

“ iSeries OS Instance ” means an Operating System instance that operates on a the iSeries (AS 400) Operating System platform on a Server at a CoreLogic Data Center or Supplier Facility that CoreLogic has designated to receive the “iSeries OS Instance” described in Schedule A-2.4 (Server Services).


1.7	Resource Unit Definition: Each OS Instance as measured using data from the CMDB on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.Supplier Server Hardware

This Section details the Resource Units associated with Schedule A-2.4 (Server Services). All of the *** and *** associated with providing the Server Services are included in the Charges for the Resource Units covered in this Section.


1.7.1	Physical Server Small Server

“ Physical Server Small ” means a physical Server that operates on a Microsoft Windows or Linux Standard OS platform and has a baseline of computing resources up to *** GB MEM and up to *** Cores of CPU and boot drive storage (which is not *** to CoreLogic).

Resource Unit Definition : Each Physical Server Small as measured using data from the CMDB on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.7.2	Physical Server Medium Server

“ Physical Server Medium ” means a physical Server that operates on a Microsoft Windows or Linux Standard OS platform and has a baseline of computing resources greater than ***- but less than *** GB MEM and up to *** Cores of CPU and boot drive storage (which is not *** to CoreLogic).

Resource Unit Definition : Each Physical Server Medium as measured using data from the CMDB on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.7.3	Physical Server Large Server

“ Physical Server Large ” means a physical Server that operates on a Microsoft Windows or Linux Standard OS platform and has a baseline of computing resources equal to or greater than ***- but less than ***- GB MEM and up to *** Cores of CPU and boot drive storage (which is not *** to CoreLogic).

Resource Unit Definition : Each Physical Server Large as measured using data from the CMDB on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.7.4	Physical Server Extra-Large Server

“ Physical Server Extra-Large ” means a physical Server that operates on a Microsoft Windows or Linux Standard OS platform and has a baseline of computing resources equal to or greater than *** GB MEM and up to *** Cores of CPU and boot drive storage (which is not *** to CoreLogic).

Resource Unit Definition : Each Physical Server Extra-Large as measured using data from the CMDB on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.8	Private Cloud

All of the *** and *** associated with providing private cloud Services are included in the Charges for the Resource Units covered in this Section.


1.8.1	Private Cloud Small Server

“ Private Cloud Small Server ” means a Virtual Server that operates on a Microsoft Windows or Linux OS platform in the Private Cloud Environment that has a baseline of computing resources up to *** GB vMEM and *** - *** Cores of vCPU.

Resource Unit Definition : Each Private Cloud Small Server as measured using data from the CMDB on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.8.2	Private Cloud Medium Server

“ Private Cloud Medium Server ” means a Virtual Server that operates on a Microsoft Windows or Linux OS platform in the Private Cloud Environment that has a baseline of computing resources between *** and *** GB vMEM and up to *** Cores of vCPU.

Resource Unit Definition : Each Private Cloud Medium Server as measured using data from the CMDB on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.8.3	Private Cloud Large Server

“ Private Cloud Large Server ” means a Virtual Server that operates on a Microsoft Windows or Linux OS platform in the Private Cloud Environment that has a baseline of computing resources between *** and *** GB vMEM and up to *** Cores of vCPU.

Resource Unit Definition : Each Private Cloud Large Server as measured using data from the CMDB on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.9	Cross Functional.

This Section details the Resource Units associated with Schedule A-2.1 (Cross Functional Services).


1.9.1	Service Management Resolver Licenses

“ Service Management Resolver License ” means a license required for CoreLogic employees and contractors (“ Resolvers ”) to create, update, and/or close tickets in the Supplier's service management system. For clarity, (i) a resolver license is not required for CoreLogic employees and contractors to open and check status for Incidents and Requests, and (ii) a resolver license for Supplier employees and contractors is excluded.

Resource Unit Definition : Each Service Management Resolver License as measured using data from the Supplier's service management system (excluding Service Management Resolver Licenses that do not meet the definition above) on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.9.2	Electronic Data Exchange (EDE)

“ Electronic Data Exchange ” means the number of dedicated FTEs required to perform file transfer Services as defined in Schedule A-2.8

Resource Unit Definition : Each named FTE supporting file transfer service as set forth in Schedule A-2.8 within the applicable calendar month, shall be equal to one (1) Resource Unit.


1.10	Security Administration Services

This Section details the Resource Units associated with Security Administration Services.


1.10.1	User Security Administration:

A " User Security Administration Request " means an add, delete or change for access or secure authentication to an Application or Systems Software.

Resource Unit Definition: Each User Security Administration Request measured in Supplier's service management system in the applicable calendar month shall be equal to one (1) Resource Unit.


1.10.2	End Point Log Retention and Monitoring Sources

“ End Point Log Retention and Monitoring Source ” means an end point log source captured and monitored by the Supplier's security information event management system. All end points must be directly connected to the CoreLogic network and be approved for consolidated logging by the CoreLogic security team.

Resource Unit Definition : Each End Point Log Retention and Monitoring Source as measured using data from Supplier's security information and event management system on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.10.3	Firewall Rule Changes

“ Firewall Rule Change ” means a Service Request covering additions, changes or deletions to the Firewall rules, including system or group definitions, Network routing tables, access control lists and authentication configurations.

Resource Unit Definition : Each Firewall Rule Change as measured by Supplier's service management system during the applicable calendar month shall be equal to one (1) Resource Unit.


1.11	Storage and Backup Services.

This Section details the Resource Units associated with Schedule A-2.5 (Storage and Backup Services).


1.11.1	Storage Management (Services Only)

“ Storage Management (Services Only) ” means CoreLogic provided storage for which Supplier performs Services.

Storage Management (Services Only) is measured based on the aggregate amount of usable TBs of CoreLogic storage identified in the Storage Management software that is allocated to a Server.

Resource Unit Definition : Each usable TB of Storage Management (Service Only) allocated to a server measured in the storage management system on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.11.2	Backup Management (Services Only)

“ Backup Management (Services Only) ” means operation, support and management of the CoreLogic provided backup systems by the Supplier as set forth in Schedule A-2.5 .

Resource Unit Definition : Each gigabyte of data that is processed by the Backup Management System during applicable calendar month as measured by CoreLogic's Backup Management System shall be equal to one (1) Resource Unit.


1.11.3	Tier 1 Storage (Services and Hardware)

“ Tier 1 Supplier SAN Storage ” means Supplier-owned, configured and CoreLogic-usable SAN Supplier storage (with a drive geometry of ***GB or ***GB @ *** RPM and a redundant array of independent disks (RAID) level of ***) that is allocated to a Server. Tier 1 Supplier SAN Storage is measured based on usable TBs of Tier 1 Supplier SAN Storage identified in the Storage Management Software that is allocated to Servers.

The Tier 1 Storage Resource Unit represents the Charges for all of the Equipment, Software and Services associated with Tier 1 Supplier Storage.

Resource Unit Definition: Each usable TB of Tier 1 Supplier SAN Storage allocated to a Server measured by Supplier's storage management system on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.11.4	Tier 2 Storage (Services and Hardware)

“ Tier 2 Supplier SAN Storage ” means Supplier-owned, configured and CoreLogic-usable Supplier storage (with a drive geometry of ***GB or ***GB @ *** RPM and a redundant array of independent disks (RAID) level of ***) that is allocated to a Server.

Tier 2 Supplier SAN Storage is measured based on usable TBs of Tier 2 Supplier SAN Storage identified in the Storage Management Software that is allocated to Servers.

The Tier 2 Storage Resource Unit represents the Charges for all of the Equipment, Software and Services associated with Tier 2 Supplier Storage.

Resource Unit Definition: Each usable TB of Tier 2 Supplier SAN Storage measured by Supplier's storage management system allocated to Server on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.11.5	Tier 3 Storage (Services and Hardware)

“ Tier 3 Supplier SAN Storage ” means Supplier-owned, configured and CoreLogic-usable Supplier storage (with a drive geometry of ***, ***, or *** @ *** RPM and a redundant array of independent disks (RAID) level of ***) that is allocated to a Server. Tier 3 Supplier SAN Storage is measured based on TBs of Tier 3 Supplier Storage identified in the Storage Management software that is allocated to Servers.

The Tier 3 Storage Resource Unit represents the Charges for all of the Equipment, Software and Services associated with Tier 2 Supplier Storage.

Resource Unit Definition: Each TB of Tier 3 Supplier SAN Storage allocated to a Server as measured by Supplier's storage management system on the fifteenth day of the applicable calendar month shall be equal to one (1) Resource Unit.


1.11.6	Backup Management (Services and Hardware)

“ Backup Management (Services and Hardware) ” means a backup of CoreLogic Data to tape media that is performed by Supplier using Supplier-owned Backup Management Systems and that is managed by Supplier on-site at a Supplier Facility or off-site at a Supplier vaulting service provider.

Backup Management (Services and Hardware) Resource Unit represents the Charges for all of the Equipment (e.g., Supplier's management Systems), Software and Services associated with Backup Management (Services and Hardware).

. Resource Unit Definition : Each gigabyte of data that is processed by the Backup Management System during applicable calendar month as measured by Supplier's Backup Management System shall be equal to one (1) Resource Unit.

CORELOGIC AND DELL CONFIDENTIAL Schedule A-4.2 Page 13

Appendix A - Minimum Server Requirements



	Windows, UNIX Linux OS High	Windows, UNIX Linux OS Standard	Windows, UNIX Linux OS Low
Clustering Required	***	***	***
Software Requirements	* * ***	***	***
Hardware Requirements	* * ***	* *	* *
LAN	* *	* *	* *
SAN & Storage	* *	* *	* *
Load Balancer (if required by application)	* *	* *	* *
Firewall	* *	* *	* *
IDS/ IPS	* *	* * ***	* * ***
Vendor 24x7, 4 hour response Maintenance and Support Required	* *	* *	* *
Dell Data Center Location / CoreLogic Location / Both	* *	* *	* *



	MASTER SERVICES AGREEMENT

	between

	CORELOGIC SOLUTIONS, LLC


	and

	DELL MARKETING L.P.

	July 19, 2012

	SUPPLEMENT A

	Amendment 2
	Amended and Restated Effective July 19, 2012

	SCHEDULE A-4.1 - BASELINE CHARGES
	SCHEDULE A-4.3 - BASELINE VOLUMES
	SCHEDULE A-4.4 - ARC/RRC RATES
	SCHEDULE A-4.5.1 - TRANSITION CHARGES
	SCHEDULE A-4.5.2 - TRANSFORMATION CHARGES
	SCHEDULE A-4.7 - RATE CARD
	SCHEDULE A-4.11 - PROJECT POOL


This document contains proprietary and confidential information of CoreLogic and Dell. The information contained in this document may not be disclosed outside your company without the prior written permission of CoreLogic and Dell.



Schedule A-4.1 Baseline Charges

Baseline Charges	2012	2013	2014 **	2015	2016	2017	2018	2019	2020 *	Total
***										***
Account and Service Management	-	***	***	***	***	***	***	***	***	***
DR	-	***	***	***	***	***	***	***	***	***
Chargeable Project Management	-	***	***	***	***	***	***	***	***	***
Telecom Expense Management	-	***	***	***	***	***	***	***	***	***
***										***
Network	-	***	***	***	***	***	***	***	***	***
End User Device Support and Messaging	-	***	***	***	***	***	***	***	***	***
Employee Service Desk	-	***	***	***	***	***	***	***	***	***
Mainframe	-	***	***	***	***	***	***	***	***	***
Midrange and Server	-	***	***	***	***	***	***	***	***	***
Storage	-	***	***	***	***	***	***	***	***	***
Backup	-	***	***	***	***	***	***	***	***	***
Cross Functional and Media Center	-	***	***	***	***	***	***	***	***	***
Security	-	***	***	***	***	***	***	***	***	***
										***
Totals	-	***	***	***	***	***	***	***	***	***
	*	2020 fees represent charges for January of 2020 only
	**	2014 Mainframe fees cover charges for the first six months of the year.

On the January 2013 invoice, * will provide a* to * in the amount of $*

Schedule A-4.3 Baseline Volumes

The definitions associated with these Resource Units are set forth in Schedule A-4.2

Description

Banding

2013 Monthly Volumes

Network

Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sept

Oct

Nov

Dec

Network Switch /Router

No Band

***

Physical Firewall - Clustered

No Band

***

Physical Firewall - Standalone

No Band

***

Virtual Firewall - Clustered

No Band

***

Virtual Firewall - Standalone

No Band

***

Security Appliances

No Band

***

Wireless Access Points

No Band

***

Load Balancer - Clustered

No Band

***

Load Balancer - Standalone

No Band

***

Misc. Network Device

No Band

***

VoIP Phones

No Band

***

Network IMADS

No Band

***

End User Device Support and Messaging

EUC (Desktop/Laptop)

No Band

***

Desktop IMACS - Campus

No Band

***

Desktop IMACS - Remote

No Band

***

Network Printer

No Band

***

Exchange Email Account

No Band

***

Mobile Device

No Band

***

Desktop Application Package

No Band

***

Desktop Image Management

No Band

***

Employee Service Desk

Service Desk Tickets

***

Mainframe

Mainframe Service

No Band

***

Mainframe Tapes

No Band

***

Midrange and Server

Hardware

Physical Server Small

No Band

***

Physical Server Medium

No Band

***

Physical Server Large

No Band

***

Physical Server Extra Large

No Band

***

Cloud Server Small

No Band

***

Cloud Server Medium

No Band

***

Cloud Server Large

No Band

***

Services

Linux OS Low

No Band

***

Linux OS Standard

No Band

***

Linux OS High

No Band

***

Windows OS Low

No Band

***

Windows OS Standard

No Band

***

Windows OS High

No Band

***

UNIX Low OS Instance

No Band

***

UNIX Medium OS Instance

No Band

***

UNIX High OS Instance

No Band

***

i-Series

No Band

***

ESX/Xen Host

No Band

***

Storage and Backup Services

Services Only

Storage Management

No Band

***

Backup Management

No Band

***

Services and Hardware

Tier 1 Storage

No Band

***

Tier 2 Storage

No Band

***

Tier 3 Storage

No Band

***

Backup Management

No Band

***

Cross Functional Services

Service Management Resolver Licenses

No Band

***

Electronic Data Exchange (EDE)

No Band

***

Security Administration Services

User Security Administration

No Band

***

End Point Log Retention & Monitoring

No Band

***

Firewall Rule Changes

No Band

***

Description

Banding

2014 Monthly Volumes

Network

Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sept

Oct

Nov

Dec

Network Switch /Router

No Band

***

Physical Firewall - Clustered

No Band

***

Physical Firewall - Standalone

No Band

***

Virtual Firewall - Clustered

No Band

***

Virtual Firewall - Standalone

No Band

***

Security Appliances

No Band

***

Wireless Access Points

No Band

***

Load Balancer - Clustered

No Band

***

Load Balancer - Standalone

No Band

***

Misc. Network Device

No Band

***

VoIP Phones

No Band

***

Network IMADS

No Band

***

End User Device Support and Messaging

EUC (Desktop/Laptop)

No Band

***

Desktop IMACS - Campus

No Band

***

Desktop IMACS - Remote

No Band

***

Network Printer

No Band

***

Exchange Email Account

No Band

***

Mobile Device

No Band

***

Desktop Application Package

No Band

***

Desktop Image Management

No Band

***

Employee Service Desk

Service Desk Tickets

***

Mainframe

Mainframe Service

No Band

***

Mainframe Tapes

No Band

***

Midrange and Server

Hardware

Physical Server Small

No Band

***

Physical Server Medium

No Band

***

Physical Server Large

No Band

***

Physical Server Extra Large

No Band

***

Cloud Server Small

No Band

***

Cloud Server Medium

No Band

***

Cloud Server Large

No Band

***

Services

Linux OS Low

No Band

***

Linux OS Standard

No Band

***

Linux OS High

No Band

***

Windows OS Low

No Band

***

Windows OS Standard

No Band

***

Windows OS High

No Band

***

UNIX Low OS Instance

No Band

***

UNIX Medium OS Instance

No Band

***

UNIX High OS Instance

No Band

***

i-Series

No Band

***

ESX/Xen Host

No Band

***

Storage and Backup Services

Services Only

Storage Management

No Band

***

Backup Management

No Band

***

Services and Hardware

Tier 1 Storage

No Band

***

Tier 2 Storage

No Band

***

Tier 3 Storage

No Band

***

Backup Management

No Band

***

Cross Functional Services

Service Management Resolver Licenses

No Band

***

Electronic Data Exchange (EDE)

No Band

***

Security Administration Services

User Security Administration

No Band

***

End Point Log Retention & Monitoring

No Band

***

Firewall Rule Changes

No Band

***

Description

Banding

2015 Monthly Volumes

Network

Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sept

Oct

Nov

Dec

Network Switch /Router

No Band

***

Physical Firewall - Clustered

No Band

***

Physical Firewall - Standalone

No Band

***

Virtual Firewall - Clustered

No Band

***

Virtual Firewall - Standalone

No Band

***

Security Appliances

No Band

***

Wireless Access Points

No Band

***

Load Balancer - Clustered

No Band

***

Load Balancer - Standalone

No Band

***

Misc. Network Device

No Band

***

VoIP Phones

No Band

***

Network IMADS

No Band

***

End User Device Support and Messaging

EUC (Desktop/Laptop)

No Band

***

Desktop IMACS - Campus

No Band

***

Desktop IMACS - Remote

No Band

***

Network Printer

No Band

***

Exchange Email Account

No Band

***

Mobile Device

No Band

***

Desktop Application Package

No Band

***

Desktop Image Management

No Band

***

Employee Service Desk

Service Desk Tickets

***

Mainframe

Mainframe Service

No Band

***

Mainframe Tapes

No Band

***

Midrange and Server

Hardware

Physical Server Small

No Band

***

Physical Server Medium

No Band

***

Physical Server Large

No Band

***

Physical Server Extra Large

No Band

***

Cloud Server Small

No Band

***

Cloud Server Medium

No Band

***

Cloud Server Large

No Band

***

Services

Linux OS Low

No Band

***

Linux OS Standard

No Band

***

Linux OS High

No Band

***

Windows OS Low

No Band

***

Windows OS Standard

No Band

***

Windows OS High

No Band

***

UNIX Low OS Instance

No Band

***

UNIX Medium OS Instance

No Band

***

UNIX High OS Instance

No Band

***

i-Series

No Band

***

ESX/Xen Host

No Band

***

Storage and Backup Services

Services Only

Storage Management

No Band

***

Backup Management

No Band

***

Services and Hardware

Tier 1 Storage

No Band

***

Tier 2 Storage

No Band

***

Tier 3 Storage

No Band

***

Backup Management

No Band

***

Cross Functional Services

Service Management Resolver Licenses

No Band

***

Electronic Data Exchange (EDE)

No Band

***

Security Administration Services

User Security Administration

No Band

***

End Point Log Retention & Monitoring

No Band

***

Firewall Rule Changes

No Band

***

Description

Banding

2016 Monthly Volumes

Network

Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sept

Oct

Nov

Dec

Network Switch /Router

No Band

***

Physical Firewall - Clustered

No Band

***

Physical Firewall - Standalone

No Band

***

Virtual Firewall - Clustered

No Band

***

Virtual Firewall - Standalone

No Band

***

Security Appliances

No Band

***

Wireless Access Points

No Band

***

Load Balancer - Clustered

No Band

***

Load Balancer - Standalone

No Band

***

Misc. Network Device

No Band

***

VoIP Phones

No Band

***

Network IMADS

No Band

***

End User Device Support and Messaging

EUC (Desktop/Laptop)

No Band

***

Desktop IMACS - Campus

No Band

***

Desktop IMACS - Remote

No Band

***

Network Printer

No Band

***

Exchange Email Account

No Band

***

Mobile Device

No Band

***

Desktop Application Package

No Band

***

Desktop Image Management

No Band

***

Employee Service Desk

Service Desk Tickets

***

Mainframe

Mainframe Service

No Band

***

Mainframe Tapes

No Band

***

Midrange and Server

Hardware

Physical Server Small

No Band

***

Physical Server Medium

No Band

***

Physical Server Large

No Band

***

Physical Server Extra Large

No Band

***

Cloud Server Small

No Band

***

Cloud Server Medium

No Band

***

Cloud Server Large

No Band

***

Services

Linux OS Low

No Band

***

Linux OS Standard

No Band

***

Linux OS High

No Band

***

Windows OS Low

No Band

***

Windows OS Standard

No Band

***

Windows OS High

No Band

***

UNIX Low OS Instance

No Band

***

UNIX Medium OS Instance

No Band

***

UNIX High OS Instance

No Band

***

i-Series

No Band

***

ESX/Xen Host

No Band

***

Storage and Backup Services

Services Only

Storage Management

No Band

***

Backup Management

No Band

***

Services and Hardware

Tier 1 Storage

No Band

***

Tier 2 Storage

No Band

***

Tier 3 Storage

No Band

***

Backup Management

No Band

***

Cross Functional Services

Service Management Resolver Licenses

No Band

***

Electronic Data Exchange (EDE)

No Band

***

Security Administration Services

User Security Administration

No Band

***

End Point Log Retention & Monitoring

No Band

***

Firewall Rule Changes

No Band

***

Description

Banding

2017 Monthly Volumes

Network

Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sept

Oct

Nov

Dec

Network Switch /Router

No Band

***

Physical Firewall - Clustered

No Band

***

Physical Firewall - Standalone

No Band

***

Virtual Firewall - Clustered

No Band

***

Virtual Firewall - Standalone

No Band

***

Security Appliances

No Band

***

Wireless Access Points

No Band

***

Load Balancer - Clustered

No Band

***

Load Balancer - Standalone

No Band

***

Misc. Network Device

No Band

***

VoIP Phones

No Band

***

Network IMADS

No Band

***

End User Device Support and Messaging

EUC (Desktop/Laptop)

No Band

***

Desktop IMACS - Campus

No Band

***

Desktop IMACS - Remote

No Band

***

Network Printer

No Band

***

Exchange Email Account

No Band

***

Mobile Device

No Band

***

Desktop Application Package

No Band

***

Desktop Image Management

No Band

***

Employee Service Desk

Service Desk Tickets

***

Mainframe

Mainframe Service

No Band

***

Mainframe Tapes

No Band

***

Midrange and Server

Hardware

Physical Server Small

No Band

***

Physical Server Medium

No Band

***

Physical Server Large

No Band

***

Physical Server Extra Large

No Band

***

Cloud Server Small

No Band

***

Cloud Server Medium

No Band

***

Cloud Server Large

No Band

***

Services

Linux OS Low

No Band

***

Linux OS Standard

No Band

***

Linux OS High

No Band

***

Windows OS Low

No Band

***

Windows OS Standard

No Band

***

Windows OS High

No Band

***

UNIX Low OS Instance

No Band

***

UNIX Medium OS Instance

No Band

***

UNIX High OS Instance

No Band

***

i-Series

No Band

***

ESX/Xen Host

No Band

***

Storage and Backup Services

Services Only

Storage Management

No Band

***

Backup Management

No Band

***

Services and Hardware

Tier 1 Storage

No Band

***

Tier 2 Storage

No Band

***

Tier 3 Storage

No Band

***

Backup Management

No Band

***

Cross Functional Services

Service Management Resolver Licenses

No Band

***

Electronic Data Exchange (EDE)

No Band

***

Security Administration Services

User Security Administration

No Band

***

End Point Log Retention & Monitoring

No Band

***

Firewall Rule Changes

No Band

***

Network

Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sept

Oct

Nov

Dec

Network Switch /Router

No Band

***

Physical Firewall - Clustered

No Band

***

Physical Firewall - Standalone

No Band

***

Virtual Firewall - Clustered

No Band

***

Virtual Firewall - Standalone

No Band

***

Security Appliances

No Band

***

Wireless Access Points

No Band

***

Load Balancer - Clustered

No Band

***

Load Balancer - Standalone

No Band

***

Misc. Network Device

No Band

***

VoIP Phones

No Band

***

Network IMADS

No Band

***

End User Device Support and Messaging

EUC (Desktop/Laptop)

No Band

***

Desktop IMACS - Campus

No Band

***

Desktop IMACS - Remote

No Band

***

Network Printer

No Band

***

Exchange Email Account

No Band

***

Mobile Device

No Band

***

Desktop Application Package

No Band

***

Desktop Image Management

No Band

***

Employee Service Desk

Service Desk Tickets

***

Mainframe

Mainframe Service

No Band

***

Mainframe Tapes

No Band

***

Midrange and Server

Hardware

Physical Server Small

No Band

***

Physical Server Medium

No Band

***

Physical Server Large

No Band

***

Physical Server Extra Large

No Band

***

Cloud Server Small

No Band

***

Cloud Server Medium

No Band

***

Cloud Server Large

No Band

***

Services

Linux OS Low

No Band

***

Linux OS Standard

No Band

***

Linux OS High

No Band

***

Windows OS Low

No Band

***

Windows OS Standard

No Band

***

Windows OS High

No Band

***

UNIX Low OS Instance

No Band

***

UNIX Medium OS Instance

No Band

***

UNIX High OS Instance

No Band

***

i-Series

No Band

***

ESX/Xen Host

No Band

***

Storage and Backup Services

Services Only

Storage Management

No Band

***

Backup Management

No Band

***

Services and Hardware

Tier 1 Storage

No Band

***

Tier 2 Storage

No Band

***

Tier 3 Storage

No Band

***

Backup Management

No Band

***

Cross Functional Services

Service Management Resolver Licenses

No Band

***

Electronic Data Exchange (EDE)

No Band

***

Security Administration Services

User Security Administration

No Band

***

End Point Log Retention & Monitoring

No Band

***

Firewall Rule Changes

No Band

***

Description

Banding

2019 Monthly Volumes

Network

Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sept

Oct

Nov

Dec

Network Switch /Router

No Band

***

Physical Firewall - Clustered

No Band

***

Physical Firewall - Standalone

No Band

***

Virtual Firewall - Clustered

No Band

***

Virtual Firewall - Standalone

No Band

***

Security Appliances

No Band

***

Wireless Access Points

No Band

***

Load Balancer - Clustered

No Band

***

Load Balancer - Standalone

No Band

***

Misc. Network Device

No Band

***

VoIP Phones

No Band

***

Network IMADS

No Band

***

End User Device Support and Messaging

EUC (Desktop/Laptop)

No Band

***

Desktop IMACS - Campus

No Band

***

Desktop IMACS - Remote

No Band

***

Network Printer

No Band

***

Exchange Email Account

No Band

***

Mobile Device

No Band

***

Desktop Application Package

No Band

***

Desktop Image Management

No Band

***

Employee Service Desk

Service Desk Tickets

***

Mainframe

Mainframe Service

No Band

***

Mainframe Tapes

No Band

***

Midrange and Server

Hardware

Physical Server Small

No Band

***

Physical Server Medium

No Band

***

Physical Server Large

No Band

***

Physical Server Extra Large

No Band

***

Cloud Server Small

No Band

***

Cloud Server Medium

No Band

***

Cloud Server Large

No Band

***

Services

Linux OS Low

No Band

***

Linux OS Standard

No Band

***

Linux OS High

No Band

***

Windows OS Low

No Band

***

Windows OS Standard

No Band

***

Windows OS High

No Band

***

UNIX Low OS Instance

No Band

***

UNIX Medium OS Instance

No Band

***

UNIX High OS Instance

No Band

***

i-Series

No Band

***

ESX/Xen Host

No Band

***

Storage and Backup Services

Services Only

Storage Management

No Band

***

Backup Management

No Band

***

Services and Hardware

Tier 1 Storage

No Band

***

Tier 2 Storage

No Band

***

Tier 3 Storage

No Band

***

Backup Management

No Band

***

Cross Functional Services

Service Management Resolver Licenses

No Band

***

Electronic Data Exchange (EDE)

No Band

***

Security Administration Services

User Security Administration

No Band

***

End Point Log Retention & Monitoring

No Band

***

Firewall Rule Changes

No Band

***



Description	Banding	2020 Monthly Volumes
Network		Jan
Network Switch /Router	No Band	***
Physical Firewall - Clustered	No Band	***
Physical Firewall - Standalone	No Band	***
Virtual Firewall - Clustered	No Band	***
Virtual Firewall - Standalone	No Band	***
Security Appliances	No Band	***
Wireless Access Points	No Band	***
Load Balancer - Clustered	No Band	***
Load Balancer - Standalone	No Band	***
Misc. Network Device	No Band	***
VoIP Phones	No Band	***
Network IMADS	No Band	***
End User Device Support and Messaging
EUC (Desktop/Laptop)	No Band	***
Desktop IMACS - Campus	No Band	***
Desktop IMACS - Remote	No Band	***
Network Printer	No Band	***
Exchange Email Account	No Band	***
Mobile Device	No Band	***
Desktop Application Package	No Band	***
Desktop Image Management	No Band	***
Employee Service Desk
Service Desk Tickets	***	***
Mainframe
Mainframe Service	No Band	***
Mainframe Tapes	No Band	***
Midrange and Server
Hardware
Physical Server Small	No Band	***



Physical Server Medium	No Band	***
Physical Server Large	No Band	***
Physical Server Extra Large	No Band	***
Cloud Server Small	No Band	***
Cloud Server Medium	No Band	***
Cloud Server Large	No Band	***
Services
Linux OS Low	No Band	***
Linux OS Standard	No Band	***
Linux OS High	No Band	***
Windows OS Low	No Band	***
Windows OS Standard	No Band	***
Windows OS High	No Band	***
UNIX Low OS Instance	No Band	***
UNIX Medium OS Instance	No Band	***
UNIX High OS Instance	No Band	***
i-Series	No Band	***
ESX/Xen Host	No Band	***
Storage and Backup Services
Services Only
Storage Management	No Band	***
Backup Management	No Band	***
Services and Hardware
Tier 1 Storage	No Band	***
Tier 2 Storage	No Band	***
Tier 3 Storage	No Band	***
Backup Management	No Band	***
Cross Functional Services
Service Management Resolver Licenses	No Band	***
Electronic Data Exchange (EDE)	No Band	***
Security Administration Services
User Security Administration	No Band	***
End Point Log Retention & Monitoring	No Band	***
Firewall Rule Changes	No Band	***



The definitions associated with these Resource Units are set forth in Schedule A-4.2	ARC/RRC Rates
	2012	2013	2014	2015	2016	2017	2018	2019	2020
Network
Network Switch /Router	***	***	***	***	***	***	***	***	***
Physical Firewall - Clustered	***	***	***	***	***	***	***	***	***
Physical Firewall - Standalone	***	***	***	***	***	***	***	***	***
Virtual Firewall - Clustered	***	***	***	***	***	***	***	***	***
Virtual Firewall - Standalone	***	***	***	***	***	***	***	***	***
Security Appliances	***	***	***	***	***	***	***	***	***
Wireless Access Points	***	***	***	***	***	***	***	***	***
Load Balancer - Clustered	***	***	***	***	***	***	***	***	***
Load Balancer - Standalone	***	***	***	***	***	***	***	***	***
Miscellaneous Network Device	***	***	***	***	***	***	***	***	***
VoIP Phones	***	***	***	***	***	***	***	***	***
Network IMACS	***	***	***	***	***	***	***	***	***
End User Device Support and Messaging
EUC (Desktop/Laptop)	***	***	***	***	***	***	***	***	***
Desktop IMACS - Campus	***	***	***	***	***	***	***	***	***
Desktop IMACS - Remote	***	***	***	***	***	***	***	***	***
Network Printer	***	***	***	***	***	***	***	***	***
Exchange Email Account	***	***	***	***	***	***	***	***	***
Mobile Device	***	***	***	***	***	***	***	***	***
Desktop Application Package	***	***	***	***	***	***	***	***	***
Desktop Image Management	***	***	***	***	***	***	***	***	***
Employee Service Desk
Service Desk Tickets	***	***	***	***	***	***	***	***	***
Mainframe
Mainframe Service	***	***	***	***	***	***	***	***	***
Mainframe Tapes	***	***	***	***	***	***	***	***	***
Midrange and Server
Hardware
Physical Server Small	***	***	***	***	***	***	***	***	***
Physical Server Medium	***	***	***	***	***	***	***	***	***
Physical Server Large	***	***	***	***	***	***	***	***	***
Physical Server Extra Large	***	***	***	***	***	***	***	***	***
Cloud Server Small	***	***	***	***	***	***	***	***	***



Cloud Server Medium	***	***	***	***	***	***	***	***	***
Cloud Server Large	***	***	***	***	***	***	***	***	***
Services
Linux Low OS Instance	***	***	***	***	***	***	***	***	***
Linux Medium OS Instance	***	***	***	***	***	***	***	***	***
Linux High OS Instance	***	***	***	***	***	***	***	***	***
	***	***	***	***	***	***	***	***	***
Windows Low OS Instance	***	***	***	***	***	***	***	***	***
Windows Medium OS Instance	***	***	***	***	***	***	***	***	***
Windows High OS Instance	***	***	***	***	***	***	***	***	***
	***	***	***	***	***	***	***	***	***
UNIX Low OS Instance	***	***	***	***	***	***	***	***	***
UNIX Medium OS Instance	***	***	***	***	***	***	***	***	***
UNIX High OS Instance	***	***	***	***	***	***	***	***	***

i-Series	***	***	***	***	***	***	***	***	***
ESX/Xen Host	***	***	***	***	***	***	***	***	***
Storage and Backup Services
Services Only
Storage Management	***	***	***	***	***	***	***	***	***
Backup Management	***	***	***	***	***	***	***	***	***
Services and Hardware
Tier 1 Storage	***	***	***	***	***	***	***	***	***
Tier 2 Storage	***	***	***	***	***	***	***	***	***
Tier 3 Storage	***	***	***	***	***	***	***	***	***
Backup Management	***	***	***	***	***	***	***	***	***
Cross Functional Services
Service Management Resolver Licenses	***	***	***	***	***	***	***	***	***
Electronic Data Exchange (EDE)	***	***	***	***	***	***	***	***	***
Security Administration Services
User Security Administration	***	***	***	***	***	***	***	***	***
End Point Log Retention & Monitoring	***	***	***	***	***	***	***	***	***
Firewall Rule Changes	***	***	***	***	***	***	***	***	***



Schedule 4-5.1 Transition Charges
Month	Operational Transition	Stabilization and reboot	DCTMV Planning	DCTMV Migration	Total
Aug-12	$ ***	$ ***	$ -	$ ***	$ ***
Sep-12	$ ***	$ ***	$ ***	$ ***	$ ***
Oct-12	$ ***	$ ***	$ ***	$ ***	$ ***
Nov-12	$ ***	$ ***	$ ***	$ ***	$ ***
Dec-12	$ ***	$ ***	$ ***	$ ***	$ ***
Jan-13	$ ***		$ ***	$ ***	$ ***
Feb-13				$ ***	$ ***
Mar-13				$ ***	$ ***
Apr-13				$ ***	$ ***
May-13				$ ***	$ ***
Jun-13				$ ***	$ ***
Jul-13				$ ***	$ ***
Aug-13				$ ***	$ ***
Sep-13				$ ***	$ ***
Oct-13				$ ***	$ ***
Nov-13				$ ***	$ ***
Dec-13				$ ***	$ ***
Jan-14				$ ***	$ ***
Feb-14				$ ***	$ ***
Mar-14				$ ***	$ ***
Apr-14				$ ***	$ ***
May-14				$ ***	$ ***
Jun-14				$ ***	$ ***
Total	$ ***	$ ***	$ ***	$ ***	$ ***



Schedule 4-5.2 Transformation Charges



Month	Mainframe Planning and Assessment	Mainframe Configuration, Coding and Testing	***	U2L Planning and Assessment	U2L Configuration, Coding and Testing	Total Transformation
Aug-12	$***	$***		$***	$***	$***
Sep-12	$***	$***		$***	$***	$***
Oct-12	$***	$***	***	$***	$***	$***
Nov-12	$***	$***	***	$***	$***	$***
Dec-12	$***	$***	***	$***	$***	$***
Jan-13	$***	$***	***	$***	$***	$***
Feb-13	$***	$***	***	$***	$***	$***
Mar-13	$***	$***	***	$***	$***	$***
Apr-13	$***	$***	***	$***	$***	$***
May-13	$***	$***	***	$***	$***	$***
Jun-13	$***	$***	***	$***	$***	$***
Jul-13	$***	$***	***	$***	$***	$***
Aug-13	$***	$***	***	$***	$***	$***
Sep-13	$***	$***	***	$***	$***	$***
Oct-13	$***	$***	***	$***	$***	$***
Nov-13	$***	$***	***	$***	$***	$***
Dec-13	$***	$***	***	$***	$***	$***
Jan-14	$***	$***	***	$***	$***	$***
Feb-14	$***	$***	***	$***	$***	$***
Mar-14	$***	$***	***	$***	$***	$***
Apr-14	$***	$***	***	$***	$***	$***
May-14	$***	$***		$***	$***	$***
Jun-14	$***	$***		$***	$***	$***
Jul-14	$***	$***		$***	$***	$***
Aug-14	$***	$***		$***	$***	$***
Sep-14	$***	$***		$***	$***	$***
Oct-14	$***	$***		$***	$***	$***
Nov-14	$***	$***		$***	$***	$***
Total	$***	$***	***	$***	$***	$***

Optional Pricing Section per Schedule A.13



Resource Type	Resource Location	Role Description	Years of Experience	Bill Rate (per FTE/Hr) for a project of LESS than 3 months of duration	Bill Rate (per FTE/Hr) for a project of GREATER than 3 months of duration
Help Desk Agent	Onsite	Service Desk Support - T1	US 1-5	$ ***	$ ***
Help Desk Agent	Offshore	Service Desk Support - T1	India 1-5	$ ***	$ ***
Unix Midrange Engineer - Senior	Onsite	Systems Engineering - T3	US 8+	$ ***	$ ***
Unix Midrange Engineer - Senior	Offshore	Systems Engineering - T3	Malaysia 8+	$ ***	$ ***
Unix Midrange Engineer - Junior	Onsite	Systems Engineering - T1	US 1-3	$ ***	$ ***
Unix Midrange Engineer - Junior	Offshore	Systems Engineering - T1	Malaysia 1-3	$ ***	$ ***
Wintel Midrange Engineer - Senior	Onsite	Systems Engineering - T3	US 8+	$ ***	$ ***
Wintel Midrange Engineer - Senior	Offshore	Systems Engineering - T3	Malaysia 8+	$ ***	$ ***
Wintel Midrange Engineer - Junior	Onsite	Systems Engineering - T1	US 1-3	$ ***	$ ***
Wintel Midrange Engineer - Junior	Offshore	Systems Engineering - T1	Malaysia 1-3	$ ***	$ ***
SAN/Backup Storage Engineer - Senior	Onsite	Storage Services Open - T3	US 8+	$ ***	$ ***
SAN/Backup Storage Engineer - Senior	Offshore	Storage Services Open - T3	India 8+	$ ***	$ ***
SAN/Backup Storage Engineer - Junior	Onsite	Storage Services Open - T1	US 1-3	$ ***	$ ***
SAN/Backup Storage Engineer - Junior	Offshore	Storage Services Open - T1	India 1-3	$ ***	$ ***
Messaging Engineer - Senior	Onsite	Messaging Services - T3	US 8+	$ ***	$ ***
Messaging Engineer - Senior	Offshore	Messaging Services - T3	Malaysia 8+	$ ***	$ ***
Messaging Engineer - Junior	Onsite	Messaging Services - T1	US 1-3	$ ***	$ ***
Messaging Engineer - Junior	Offshore	Messaging Services - T1	Malaysia 1-3	$ ***	$ ***
Network (Data) Engineer - Senior	Onsite	Network Design - T3	US 8+	$ ***	$ ***
Network (Data) Engineer - Senior	Offshore	Network Design - T3	India 8+	$ ***	$ ***
Network (Data) Engineer - Junior	Onsite	Network Design - T1	US 1-3	$ ***	$ ***
Network (Data) Engineer - Junior	Offshore	Network Design - T1	India 1-3	$ ***	$ ***
Network (Voice) Engineer - Senior	Onsite	Network Convergence - T3	US 8+	$ ***	$ ***
Network (Voice) Engineer - Senior	Offshore	Network Design - T3	India 8+	$ ***	$ ***
Network (Voice) Engineer - Junior	Onsite	Network Convergence - T1	US 1-3	$ ***	$ ***
Network (Voice) Engineer - Junior	Offshore	Network Convergence - T1	India 1-3	$ ***	$ ***
EUC Technician - Senior	Onsite	Client Technical Support - T3	US 8+	$ ***	$ ***
EUC Technician - Senior	Offshore	Client Technical Support - T3	India 8+	$ ***	$ ***
EUC Technician - Junior	Onsite	Client Technical Support - T1	US 1-3	$ ***	$ ***
EUC Technician - Junior	Offshore	Client Technical Support - T1	India 1-3	$ ***	$ ***
Project Manager - Senior	Onsite	Project Services - T3	US 5+	$ ***	$ ***
	Offshore	Project Services - T3	India 5+	$ ***	$ ***
	Nearshore	Project Services - T3	Mexico 5+	$ ***	$ ***



Project Manager - Junior	Onsite	Project Services - T1	US 2-5	$ ***	$ ***
	Offshore	Project Services - T1	India 2-5	$ ***	$ ***
	Nearshore	Project Services - T1	Mexico 2-5	$ ***	$ ***

Schedule A-4.11 Project Pool




Discretionary Projects	2012	2013	2014	2015	2016	2017	2018	2019	2020	Total
Discretionary Project Pool		***	***	***	***	***	***	***		***

MASTER SERVICES AGREEMENT

between

CORELOGIC SOLUTIONS, LLC

and

DELL MARKETING L.P.

July 19, 2012

***

SUPPLEMENT A

Schedule A-7.1

CORELOGIC FACILITIES

1. INTRODUCTION

1.1 Agreement. This Schedule A-7.1 (this “Schedule”) is attached to and incorporated by reference in Supplement A to that certain Master Services Agreement by and between CoreLogic and Supplier dated dated July 19, 2012 (the “MSA”).

1.2 References. All references in this Schedule to articles, sections and attachments shall be to this Schedule, unless another reference is provided.



Office	Business Unit	Onsite Support Staff	Data Center CoreLogic Managed / Data Center Supplier Managed / No	Space Required for Transitioned Employees	Other Space To Be Provided
***	***	Dispatch	No	5 cubicles	-
***	***	Dispatch	No	1 cubicle	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	1 cubicle	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-



Office	Business Unit	Onsite Support Staff	Data Center CoreLogic Managed / Data Center Supplier Managed / No	Space Required for Transitioned Employees	Other Space To Be Provided
***	***	Dispatch	No	5 cubicles	-
***	***	Dispatch	No	1 cubicle	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	1 cubicle	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-



Office	Business Unit	Onsite Support Staff	Data Center CoreLogic Managed / Data Center Supplier Managed / No	Space Required for Transitioned Employees	Other Space To Be Provided
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	1 cubicle	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Onsite	No	1 office and 7 cubicles	2 cubicles and 5X5 (approximate) sq ft lockable storage closet
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	1 cubicle	-
***	***	Dispatch	No		-
***	***	Dispatch	No	1 cubicle	-
***	***	Dispatch	No	1 cubicle	-
***	***	Dispatch	No	1 cubicle	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	2 cubicles	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Onsite	No	-	-



Office	Business Unit	Onsite Support Staff	Data Center CoreLogic Managed / Data Center Supplier Managed / No	Space Required for Transitioned Employees	Other Space To Be Provided
***	***	Onsite	Data Center Supplier Managed	16 offices and 66 cubicles	1 office space, 8 cubicles, and 20X20 (approximate) sq ft lockable storage space; One 12-person (approximate) conference room
***	***	Onsite	No	-	-
***	***	Onsite	No	-	-
***	***	Onsite	Data Center Supplier Managed	10 offices and 59 cubicles	9 cubicles and 10X10 (approximate) sq ft lockable storage space; One 12-person conference room
***	***	Dispatch	No	1 cubicle	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-
***	***	Dispatch	No	-	-

MASTER SERVICES AGREEMENT

between

CORELOGIC SOLUTIONS, LLC

And

SUPPLIER MARKETING L.P.

July 19, 2012

SUPPLEMENT A

Amendment 2

Amended and Restated Effective July 19, 2012

SCHEDULE A-13

TRANSFORMATION SERVICES

Schedule A-13

Transformation Services


1.	INTRODUCTION


1.1	Agreement . This Schedule A-13 (this “ Schedule ”) is attached to and incorporated by reference in Supplement A to that certain Master Services Agreement by and between CoreLogic and Supplier dated July 19, 2012 (the “ MSA ”).


1.2	References . All references in this Schedule to articles, sections and exhibits shall be to this Schedule, unless another reference is provided.


1.3	Definitions . Terms used in this Schedule with initial capitalized letters but not defined in this Schedule shall have the respective meanings set forth in Schedule A-1 to Supplement A, Schedule 1 to the MSA or the other Schedules to the MSA or Supplement A.

1.4

Overview . This Schedule sets forth the Transformation Services to be performed by Supplier including services, functions, responsibilities, governance requirements, assumptions and charging methodologies for the transformational activities to be undertaken by Supplier as part of the Services, and the corresponding tasks to be performed by CoreLogic in order for Supplier to perform the Transformation Services.


1.5	Attachments . Attached and incorporated into this Schedule are the following Schedules related to the Transformation Services:


Schedule A-13.1	Application Scope Components for *** Transformation Services


Schedule A-13.2	Acceptance Criteria and Milestones for *** Transformation and U2L


Schedule A-13.3	Natural to Cobol Conversion


1.6	Responsibilities . In the matrices in this Schedule, “P” means “Perform”. The Party identified as “Perform” for an activity is responsible for the successful and appropriate completion of such activity.


2.	TRANSFORMATION SERVICES

2.1 Transformation Services .

The Transformation Services are comprised of (i) the transformation of the *** System from the legacy Mainframe of *** MIPS to the proposed x86 platforms (the “ *** Transformation Services ”); and (ii) the transformation of certain physical CoreLogic UNIX Servers to physical and virtual Linux Servers (the “ U2L Services ”), all as more specifically described in this Schedule. The Transformation Services will be conducted as two separate projects managed in accordance with the program and project management processes described in Section 2.2 .

Supplier will prepare and deliver to CoreLogic a detailed Transformation Plan in accordance with Section 4.8 of the MSA which will align with the Transformation Milestones within Schedule A-13.2 and Schedule A-4.5 . Each version (*** Transformation Services and U2L Transformation Services) will describe in greater detail the specific Transformation Services to be performed by the Parties during the Transformation Period and will incorporate the additional information gathered during the activities described in this Schedule (e.g., in the project initiation workshops). Unless otherwise agreed by the Parties, each new version of the Transformation Plan shall be consistent in all material respects with this Schedule and the prior version of the Transformation Plan approved by CoreLogic.

Supplier has responsibility for planning and management of the Transformation Services as described in Section 2.2 . Each Party shall perform the functions and responsibilities identified as its responsibility in this Schedule and in the Transformation Plans, as such plans are updated from time to time as approved by CoreLogic. CoreLogic will provide access to technical and business personnel and provide Supplier with necessary data and information regarding CoreLogic's business and Systems as required for Supplier to perform the Transformation Services. CoreLogic will make decisions and obtain required management approvals as required to complete the Transformation Services within the timeframes required by the Transformation Plans.

2.2 Transformation Services Program Management .

This Section details the obligations and responsibilities of the Parties regarding the general program management activities to be undertaken by Supplier with respect to the Transformation Services. Except where a responsibility is identified as a “P” CoreLogic responsibility in the matrices below, Supplier shall be responsible for the following activities:



No.	Description	Supplier	CoreLogic
2.2.1	Define a single Project Management Office (“ PMO ”) structure, scope and objectives that will apply to all three (3) transformation projects	P	A
2.2.2	Implement a PMO to oversee all Transformation Services activities performed	P
2.2.3	Manage Transformation Services activities in support of the completion of the projects	P
2.2.4	Develop list of project deliverables to be created by the Parties and applicable Acceptance criteria	P	A
2.2.5	Provide CoreLogic with updates on the progress of deliverables	P
2.2.6	Present completed deliverables for review and Acceptance by CoreLogic in accordance with the timeframes set forth in the applicable Transformation Plan	P
2.2.7	Review deliverables for Acceptance and sign-off		P
2.2.8	Identify and address transformation project issues and communicate and escalate issues to CoreLogic as required	P
2.2.9	Manage the project in accordance with the approved project schedules	P
2.2.10	Utilize the Change Management Procedures to communicate and address changes to the projects	P
2.2.11	Utilize the Change Management Procedures to request changes to the projects		P
2.2.12	Manage procurement of Supplier assets to be acquired for the Transformation Services	P
2.2.13	Act as a central administrative point for Transformation Plan management, work management, and communications	P
2.2.14	Provide *** status and reporting cycle updates to CoreLogic	P
2.2.15	Identify, prioritize, authorize and manage Transformation Services program and project activities	P
2.2.16	Facilitate the Transformation Services activities by providing analysis and critical reporting to support governance boards and CoreLogic	P
2.2.17	Conduct project resource management, encompassing capacity planning, forecasting, utilization, analysis, and reporting, as well as allocation of resources across the portfolio of transformation projects	P
2.2.18	Conduct transformation project portfolio management, including identifying, prioritizing, authorizing, managing, and controlling programs, projects, and other related work to maximize the value and achieve specific strategic business objectives of the portfolio	P



No.	Description	Supplier	CoreLogic
2.2.19	As part of the Transformation Plan, develop and manage a quality management plan, including *** performance monitoring, standardized performance metrics and reporting, red/yellow action plan reviews and intervention and remediation activities	P
2.2.20	Lead PMO organization (e.g., plan, design, develop, and manage the PMO organization, including project management staff)	P
2.2.21	Utilize Supplier’s project management methodologies	P

2.3 *** System Transformation

The *** System Transformation Services provided by Supplier will include (i) converting Natural (batch), COBOL (online/batch) Applications to COBOL, (ii) re-hosting CICS Online Natural Objects (programs, subprograms, subroutines, help routines, maps, local data areas, parameter data areas, global data areas) to COBOL and BMS maps, (iii) converting ADABAS file design and data to an ANSI Standard Database, (iv) installing / configuring replacement Infrastructure, monitoring, and security Software, (v) providing Server-side Entire / X replacement services to Natural and COBOL Applications, (vi) providing batch environment that addresses JCL utilities, and (vii) TSO development replacement.

(a)

Regarding the CICS source components on the mainframe , the CICS online Application components (including Natural, COBOL and assembler) will be transformed to COBOL in being moved by Supplier to the Intel x86-based Linux “Target Platform” and will execute within the *** TPE Application execution environment. In performing the migration, the number of *** TPE regions on the Target Platform will be the same number of the CICS regions on the Mainframe. The presentation Application layer will use BMS maps to communicate with direct end user correspondents in the same manner that they do today with CICS. The business logic layer will be retained although programming languages may change. COBOL will remain COBOL, Natural will be transformed to COBOL, and Assembler will be converted to COBOL. COBOL ADASQL calls will be converted to EXEC SQL calls and Adabas Direct Calls will also be converted to EXEC SQL.


•	*** TPE tables will be configured by Supplier from the CICS System converted information. This information will need to be provided in a specific format (as specified in Supplier asset download instructions) for conversion.


•	BMS maps will be re-hosted by Supplier. Natural maps will be converted to BMS maps by Supplier.


•	CICS COBOL programs will be adapted by Supplier to run in the * TPE * Application execution environment.


•	CICS Natural online programs will be transformed to COBOL by Supplier with EXEC CICS command interfaces to run in the UniKix TPE vCOBOL application execution environment.


•	CICS assembler modules called by CICS COBOL will be replaced by Supplier depending upon the function of the module, one of the following approaches will be used unless otherwise agreed.


•	The assembler module will be re-implemented by Supplier in COBOL or C as an Application module.


•	The assembler module will be replaced by Supplier by configuration options, user exit code or COBOL functions (e.g., date functions).


•	The assembler module will be deleted by Supplier if the function was not required or not accessible. An existing higher-level language Application module would need to be changed to adapt to this change in function.


•	All direct end user interactive communication with the Applications in the *** TPE will be through TN3270 clients connections.


•	The Supplier * Secure environment will be used for the * TPE transaction processing user identification, authentication, transaction access control, other transaction processing resource access control, transaction processing audit logs, etc. on the Target Platform.

The Entire/X Broker communication Mainframe Server-side replacement (including the specified client Software interfaces) will be replaced by Supplier to remove *** Software dependency. Entire/X non-Mainframe Application client-side modifications to incorporate Entire-X replacement is out of Supplier scope and will need to be addressed by CoreLogic


(b)	This paragraph is intentionally left blank.

(c)

With respect to the Batch / *** Batch Processing Environment source components on Linux, Batch Application components will be moved by Supplier to the *** BPE environment in an Intel x86-based Linux “Target Platform.” *** BPE will provide JCL translation, job/proc step processing capabilities, dynamic submission of JCL jobs from Natural / COBOL programs, GDG/concatenated data set support, and monitoring/accounting facilities for a production batch Application execution environment on the Target Platform.


•	Batch COBOL programs will be adapted by Supplier to run in the *** BPE vCOBOL environment.


•	Batch Natural programs (both submitted from JCL and through Natural via RJE) will be converted by Supplier to (replaced by) COBOL programs that will execute in the *** BPE vCOBOL environment.


•	Batch DYL280 programs will be transformed by Supplier to COBOL that will execute in the *** environment.


•	Batch assembler modules will be replaced by Supplier. JCL for Jobs/Procs will be adapted / translated by Supplier to *** BPE macro scripts.


•	JCL will be developed / extended by Supplier on the Target Platform.

•

Supplier will migrate all IDCAMS, IEFBR14, IEBGENER, SORT (and similar Mainframe sort utilities like DFSORT, ICEMAN, SYNCSORT), FTP, NDMBATCH, RDBMS, IKJEFTxx utilities invoking RDBMS utilities, MTPBATCH, file back-up, and WTO utilities as well as CoreLogic abend programs (e.g., ILOABN0). Other utilities will be considered within scope if an existing replacement utility is available or if a replacement utility can be written in two days. Out of scope utilities will be identified as soon as possible so CoreLogic can identify short-term work around options and long-term solutions.


•	Standard Target Platform operating System (OS) level security will be used by Supplier for batch processing identification and authentication. Standard Target Platform operating System (OS) level security will be used by Supplier to manage access to individual files on disk. CoreLogic will configure security parameters for all operating System instances of the Target Platform.

(d)

For the TSO / uni-SPF Extended for *** on Linux migration, the CLIST modules / scripts will be converted by Supplier to REXX to be compatible with uni-REXX or converted to scripts on uni-SFP Extended for *** on the Intel x86-based Linux Target Platform. The specific transformation option for each module is influenced by what capabilities are used in the module. No CoreLogic ISPF panels will be migrated for the Applications.


(e)	Sequential / GDG Data Files will be migrated by Supplier to sequential/GDG files on the batch processing Intel x86-based Linux Target Platform.

(f)

Regarding VSAM files and Adabas database files / RDBMS on Linux (***)), Adabas database file data needs will be migrated by Supplier to RDBMS tables (***). RDBMS DDL, ADABAS data extract programs, and Adabas data conversion programs will be generated from the ADABAS definitions. VSAM file data will be migrated by Supplier to *** RDBMS database tables. Standard RDBMS security will be used by Supplier for the selected RDBMS.

(g)

Regarding other Linux operating environment products, BMC Control-M is the current Mainframe batch scheduler and the expected batch scheduler on the Target Platform will be BMC Control-M (although the master schedule may be on Windows with an agent on the Linux System). $avrs, XPTR, LPserve / VPS (AFP/PSF) products are used for print distribution and archival on the Mainframe. The print distribution facility on the Target Platform will be Levi, Ray and Shoup VPSX and related products, although this selection will be refined by Supplier, as needed, during the operational planning phase. *** will be the sort package. Subversion is expected to be the target source code change control management system.

(h)

The Application source components listed by type and counts in Schedule A-13.1 will be in scope for Supplier's performance of the *** Transformation Services. Analysis, collection or conversion of components that do not reside on the CoreLogic Mainframe or written in languages other than those specifically listed above is out of scope. Any Application under consideration for transformation that is not currently active or is not presently used in production today will be addressed through the Change Control Procedures. Following asset confirmation at the start the project, CoreLogic will continue to update the Mainframe *** System in parallel with the Transformation Services project. Prior to Application source freeze period, CoreLogic Application changes and the Supplier transformation changes will be synchronized in an Application Source Retrofit process. The scope of the Application Source Retrofit will include the following.

(1)

CoreLogic will be able to create or change up to *** of the BMS Maps, COBOL modules (e.g., programs, subprograms, copybooks, include files), DYL280 programs, TSO CLIST modules, assembler modules and JCL modules (e.g., jobs, procs, parmlib members, control cards) of those same modules of the baseline defined in the asset confirmation (e.g., the number changed COBOL programs would not exceed ***(***) of the COBOL programs counted for in the asset confirmation) for the Application source retrofit where the total lines of code in each changed module does not change more than ***(***).


(2)	CoreLogic will be able to create up to *(*) new total sequential, GDG, and / or VSAM files of the baseline defined in the asset confirmation.


(3)	CoreLogic will be able to update up to *(*) total of the existing sequential file, GDG file, and / or VSAM files of the baseline defined in the asset confirmation.


(4)	CoreLogic will use the same external interfaces in the Application as was used in the baseline defined in the asset confirmation.


(5)	Corelogic will use the same batch scheduler functions as was done at the time of receiving the batch schedule.


(i)	In connection with the * Transformation Services ()* after the Supplement Effective Date, (i) CoreLogic and *, shall execute a Binary Code License Agreement and Maintenance and Support Agreement . CoreLogic's warranty, license and other rights with respect to the * Materials shall be as specified in such agreements and the terms of the Agreement shall not apply to such Materials.


(j)	This paragraph is intentionally left blank.


(k)	This Section details the obligations and responsibilities of the Parties regarding the *** Transformation Services. Except where a responsibility is identified as a “P” responsibility for CoreLogic in the matrix below, Supplier shall be responsible for the associated activities.



No.	Description	Supplier	CoreLogic
2.3.1	Identify Application source to be migrated. Natural source code for the transformation implementation will be collected only from partitioned datasets and/or ADABAS/Natural data dictionaries. Verify that source code to be converted is able to be compiled in the Mainframe environment error free		P
2.3.2	Identify Application data to be migrated		P
2.3.3	Develop a comprehensive strategy for in-scope Applications and data sources then-located on the Mainframe	P	A
2.3.4	Provide reasonable access to Application owners/developers who possesses relevant knowledge of the technical Application details and who will be responsible to participate actively throughout the Transformation Period process as required (i.e., from beginning through end)		P
2.3.5	Provide a primary and secondary point of contact in database administration, Application development resources or subject matter experts on Mainframe who are responsible for: • Completing the source code collection • Assisting in the definition of the logical Applications • Resolving missing, duplicate and other special interest components • Locating appropriate CoreLogic Personnel to answer questions from the Supplier team		P
2.3.6	Provide: • information and support from Third Party Contractors of Corelogic Equipment without unreasonable delay • Access to relevant System and Application documentation and records. • Participation in planning and preparation meetings		P



No.	Description	Supplier	CoreLogic
2.3.7	Provide the Supplier US and international teams access to the CoreLogic test environment on Target Platform (***)		P
2.3.8	Provide Supplier US and international teams with remote access to the existing CoreLogic test Mainframe environment		P
2.3.9	Provide Supplier with read-only access to the dictionaries and partitioned datasets that contain the source code and definitions that will be converted		P
2.3.10	Provide Supplier with authority to use the in-scope Application and database Tools and any other Tools necessary for Supplier to research issues, locate code version differences, monitor execution or performance, or perform other activities to assist CoreLogic with fast conversion issue resolution		P
2.3.11	Provide Supplier with remote access to environments where necessary for Supplier to assist with issue resolution		P
2.3.12	Resolve any issues related to Supplier connectivity and/or access to any of the CoreLogic environments • Test the connectivity and access between Supplier and CoreLogic environments • Provide details on any connectivity issues encountered • Resolve any connectivity, authority or training issues that are under its control	P
2.3.13	Resolve, where applicable, or assist Supplier in resolving, where applicable, any issues related to Supplier connectivity and/or access to any of the CoreLogic environments • Test the connectivity and access between Supplier and CoreLogic environments • Provide details on any connectivity issues encountered Resolve any connectivity, authority or training issues that are under its control		P
2.3.14	Provide student profiles * () prior to * training		P
2.3.15	Provide * () product training session for administrators and Application development staff (one training session at West Lake for up to * (*) * for up to * in class duration and one training session in an India location for up to * (*) * for up to ** in class duration), such training to cover: • * Transaction Processing Environment, • * Manager, • * Secure, and • * Batch Processing Environment with * COBOL compiler and runtime	P
2.3.16	Attend * product training (*)		P
2.3.17	Provide student profiles * () ** prior to training		P
2.3.18
2.3.19	Conduct transformation planning including asset cataloging (AC), source planning (SP), operational planning (OP), and project planning (PP)	P



No.	Description	Supplier	CoreLogic
2.3.20	AC: Using Supplier-provided instructions, provide the following inputs to Supplier via FTP / SFTP as prerequisites for the Asset cataloging: • Program source code, JCL, copy books, parameter libraries, BMS maps and other relevant source modules being considered for Application re-host transformation to be submitted to Supplier in a mutually acceptable format.	A	P
2.3.21	AC: Establish and populate a project directory of source component modules by type of source component at the Supplier Facilities.	P
2.3.22	AC: Create project change request, to be addressed through the Change Control Procedures, if source programs that are not COBOL, DYL280, CLIST or assembler are encountered and the Application component counts received exceed the Application component counts in Schedule A-13.1 .		P
2.3.23	AC: Perform an analysis of the Application source components. The analysis addresses source code classification, quantification, inventory issues, and interface usage	P
2.3.24	AC: Examine Application program (e.g., COBOL) source and JCL to determine missing and unused source components	P
2.3.25	AC: Produce an initial list (Initial Missing List Report) of detected missing Application source inventory components (e.g., missing programs, copybooks, include files, JCL Procs, parmlibs) for CoreLogic	P
2.3.26	AC: Review Initial Missing List Report		P
2.3.27	AC: Submit changes to the source code inventory by adding to, replacing, or deleting members of the current inventory (within five (5) business days of receiving Initial Missing List Report) in one delivery to Supplier to address the items determined to be missing or unused from the Initial Missing List Report prior to any final Asset cataloging iteration and provide a single list of changes to the source code inventory		P
2.3.28	AC: Receive and integrate CoreLogic-provided changes to the source code inventory	P
2.3.29	AC: Conduct a final analysis on the findings from the analysis of Application source components to provide an Asset cataloging Report	P
2.3.30	SP: Using the source code inventory received from the AC phase, prepare to perform source planning	P
2.3.31	SP: Examine BMS maps, COBOL source modules (programs, copybooks, include files), JCL (jobs, procs, utilities, parmlibs), and CICS configuration tables for non-Natural CICS regions. Identify areas requiring custom adaptation including, but not limited to syntax differences, collating sequence related differences, features used that are not in underlying supported products, etc.	P	A
2.3.32	SP: Examine source modules that require transformation prior to or as a part of re-hosting to the Target Platform. These source modules (e.g., assembler, TSO CLIST, DYL280) will need to be transformed, re-engineered, replaced, or deleted	P



No.	Description	Supplier	CoreLogic
2.3.33	SP: Document the analysis results in a Source Assessment Transformation Approach Report • Identify issues that will need further investigation before and as part of the transformation • Present an analysis outlining the discovered transformation issues that require special attention and/or custom conversion	P
2.3.34	SP: Document the refined/ updated transformation approach in the Source Assessment Transformation Approach Report. Refine project and technical scope assumptions and transformation approach for specific Application source and Application data transformation	P
2.3.35	OP: Review the Software mapping information for the following o Application Development Environment (Text Editing, compiling, testing / debugging, change / version control) o Sort utility requirements o Batch Scheduler o Print Distribution Facility o Security: Transaction Processing Security (Identification, Authentication, Authorization, Audit, Programmatic interface requirements) o Security: System security (Identification, Authentication, Authorization, Audit, Programmatic interface requirements, Directory Services) o CICS connectivity (sockets, ECI/EPI, TN3270, CICS Web API) o Entire / X Broker “Server-side” replacement o File transfer facilities o Database capabilities o System / Storage / Network Management (including monitoring, alerts, automated responses, hierarchical storage management, tape management) o Data Back-up / Availability (mirror) • The following areas will not be addressed in the Operational Assessment Software Mapping sub-activity: o System platform availability – Hot Back-up Availability o System platform availability – Disaster Recovery Synchronization o Security: Any Message Privacy / Integrity considerations (Message Encryption) o Web Server / Application Server o SNA Communications (SNA terminal / SNA printer or emulator (SNA LU2/3), SNA LU0, peer to peer (SNA LU6.2)) o SNA Communications (RJE / NJE) o SOA / Web Service Communications o MQSeries integration o Data Reporting / Data Editing Tools o Email o Software product interfaces (Input / Output Impact) o Operational requirements specifically related exclusively to Application(s) not being rehosted by Supplier as part of a larger Application rehost transformation.	P



No.	Description	Supplier	CoreLogic
2.3.36	Perform o System platform availability – Hot Back-up Availability o System platform availability – Disaster Recovery Synchronization	P
2.3.37	OP: Review the following operational data transformation requirements o Batch schedule transformation o ACF2 CICS security configuration to *** Secure transformation o Source code control transformation • The following topics are not included in the Operational Assessment Operational Data Transformation sub-activity o System and RDBMS security configuration mapping to the underlying Target Platform o Archive Tape Migration	P
2.3.38	OP: Review the Software mapping information and discuss operational data transformation in an onsite operational planning workshop for up to a four (4) day period	P
2.3.39	OP: Review the Software mapping information and discuss operational data transformation in an onsite operational planning workshop for up to a four (4) day period		P
2.3.40	OP: Provide completed Supplier Infrastructure questionnaire and Supplier Software solution mapping document		P
2.3.41	OP: Provide list of all Mainframe Software products in use that support the Application being re-hosted		P
2.3.42	OP: Provide list of CoreLogic Software standards, recommended practices, or Software usage on open System platforms		P
2.3.43	OP: Identify external interfaces and make necessary changes to the interfaces		P
2.3.44	OP: Review the Mainframe batch schedule characteristics to assess transformation options for moving the batch schedule from Mainframe BMC Control-M to Target Platform BMC Control-M	P
2.3.45	OP: Review the Mainframe security characteristics to assess transformation options for moving selected Mainframe CICS-related security configuration parameters from ACF2 to Supplier *** Secure repository	P
2.3.46	OP: Review the Mainframe change control System characteristics to assess transformation options for setting up the source code parameters from Mainframe CA-Endevour to Subversion	P
2.3.47	SP: Complete an operational assessment Report consisting of a one-to-one mapping of operational requirements to the appropriate distributed System target		P
2.3.48	OP: Define the findings in the operational assessment Report consisting of a one-to-one mapping of operational Software requirements (including some alternative products for consideration) to the appropriate distributed System target. This will include appropriate configuration information	P
2.3.49	Inform CoreLogic that the collating sequence for ASCII differs from that of EBCDIC	P	A



No.	Description	Supplier	CoreLogic
2.3.50	Provide an environment on which the Mainframe Applications and storage will migrate	P
2.3.51	Install re-hosting Software as necessary for Application transition	P
2.3.52	Provide to Supplier Personnel valid user-ids and log-on permissions with sufficient authority to perform installations services, batch schedule transformation, *** Secure security configuration, source code control source transformation, compiles, or access to a person with sufficient System access and authority to participate in Supplier installation services of Supplier Software products and licenses on Target Platform		P
2.3.53	License the * Software to include * TPE, * BPE, * Secure, appropriate C compiler (e.g., Linux GCC 4.1.2 C Compiler), * COBOL compiler and runtime, * , *** and other requisite Software products		P
2.3.54	Order, receive, and provide third party vendor Software products (or authorized internet access to the Software products) to be installed		P
2.3.55	Provide third party vendor Software product installation instructions and Software product license keys		P
2.3.56	Install the following vendor Software products on * () System instance on the Target Platform • Linux GCC 4.1.2 C Compiler • Subversion for source control management System • * for external sort • * Batch Processing Environment for batch processing environment (Supplier) • * Transformation Toolkit (Supplier) • * Secure • * Transaction Processing Environment for transaction processing environment and VSAM file services (Supplier) • uni-REXX (The Workstation Group) • uni-SPF Extended for * for text editing (Supplier) • * Development System and *** Runtime Environment	P
2.3.57	Item intentionally left blank
2.3.58	Provide third party vendor Software product selection, acquisition, installation, configuration, implementation, integration, and testing of any product that is necessary for Supplier to complete the Transformation Services but is not identified as Supplier responsibility in this Schedule including, but not limited to, other programming language compilers / runtimes, print output management / print distribution facility, text editor, source change / version control package, System / storage management facilities, file transfer packages, relational database management System (RDBMS) Software, etc.		P



No.	Description	Supplier	CoreLogic
2.3.59	Provide • Additional Software product installation on additional operating System instances. • Any tape specific processing. • Back-up procedures and related utilities.	P	A
2.3.60	Provide • Finalized * Secure security configuration such as password changes following transformation. • * Secure configuration for other operating System instances not required to be addressed by Supplier (if required)		P
2.3.61	Complete Application source transformation (including migrate the COBOL, Assembler ALC, Natural and ADABAS components)	P
2.3.62	Review any updates to project pricing and duration in the Source Assessment Transformation Approach report		P
2.3.63	Set up a remote transformation environment with Application component inventory in a Supplier defined directory structure. This transformation environment will use Application source components as provided by CoreLogic during the Source Assessment (which is completed prior to this service activity)	P
2.3.64	Provide knowledgeable personnel to provide information during the Application re-host transformation. The following areas of expertise are required: • User Application knowledge • Application development knowledge of the specific Application logic and data layout characteristics		P
2.3.65	Assist CoreLogic with reconciling the Application component inventory to be migrated by identifying missing and apparently unused components in each CoreLogic-submitted source update prior to the Asset confirmation Report. Supplier will issue an Asset confirmation Report following either reaching the desired thresholds (*% ) or maximum number of iterations (**) (whichever happens first) to confirm the Application components to be migrated	P
2.3.66	Identify / reconcile the Application source components to be included in the project in at most * () iterations (Asset confirmation). The new/updated source components are to be supplied in one (1) delivery to Supplier for each iteration (i.e., not a series of multiple deliveries for each iteration). This step must be completed within () ** of the start of this Application source and data transformation service activity.		P
2.3.67	Convert CICS table configuration to generate initial *** TPE table production region configuration	P
2.3.68	Adapt BMS (basic mapping set) maps to address differences between the source and target environment so that maps will assemble without “fatal” error on the Target Platform	P



No.	Description	Supplier	CoreLogic
2.3.69	Adapt COBOL programs to: • Change ADASQL calls to embedded EXEC SQL, Adabas Direct Calls to embedded EXEC SQL as well, VSAM calls to access a RDBMS, and return the correct results to the originating program • Address differences between the source and target environment so that programs will compile without “fatal” error in the Target Platform	P
2.3.70	Convert batch Natural programs to COBOL. Adapt generated-COBOL programs to address differences between the source and target environment so that programs will compile without “fatal” error in the Target Platform	P
2.3.71	Transform online Natural objects to COBOL to be executed in the * TPE * environment on Linux. Transform Natural maps to BMS maps to be executed in the * TPE * environment. Compile the transformed online application code in Supplier Linux environment.	P
2.3.72	Item intentionally left blank.
2.3.73	Item intentionally left blank.
2.3.74	Transform batch DYL280 Application programs to batch COBOL programs that will compile without material error when compiled for the without “fatal” error in the Target Platform	P
2.3.75	Convert Assembler programs to COBOL for the target environment so that programs will compile without “fatal” error in the Target Platform	P
2.3.76	Adapt Jobs and Procs • Create an initial file map from the JCL • Convert sort parameters to operate with * on the Target Platform • Adapt utilities in JCL that have different parameters or syntax on Target Platform • Replace utilities in JCL that are not available on Target Platform as depicted within the scope of the assumptions • Adapt JCL and translate Jobs and Procs to * Batch Processing Environment macro scripts	P
2.3.77	Provide a list of preferred utility replacement options to Supplier to determine acceptable replacement steps in the JCL where the operational utilities differ substantially in functionality between the Mainframe and the Target Platform		P
2.3.78	Transform TSO CLIST modules to REXX (operating under uni-REXX) or scripts for the Target Platform	P
2.3.79	Provide more detailed * TPE and * BPE configuration to integrate with * Runtime Environment, * sort product, BMC Control-M batch scheduler, Oracle RDBMS, an LP-based interface print distribution facility, Linux, and JCL utilities integration	P



No.	Description	Supplier	CoreLogic
2.3.80	Provide file data layout information, rules for interpreting any redefined fields or record types, and test data for data conversion tasks for VSAM files, sequential files, and / or GDG files whose data needs to be migrated (e.g.,master/ input / historical files, but not intermediate results files or non-historical output files). Supplier will provide instructions for providing this information in a format that can be readily processed by Supplier Tools		P
2.3.81	Establish data conversion procedures for VSAM files for those files whose data needs to be migrated to Target RDBMS on the Target Platform: • Generate data conversion programs from CoreLogic-provided file data record layout definitions for * • Generate scripts to sort and load converted data in to Target RDBMS • Data will be converted / transformed in to a format that can be loaded in to the RDBMS. During the load process, multi-record type files will be split across multiple database tables • Test data conversion programs and conversion scripts with a small amount of data (less than * per file, *** for all files) that includes a separate file for each unique file data record layout	P
2.3.82	Establish data conversion procedures for sequential/GDG files for those files whose data needs to be migrated to Target Platform: • Generate data conversion programs from CoreLogic-provided file data record layout definitions • Customize conversion scripts for specific file types • Test data conversion programs and conversion scripts with a small amount (less than * per file, * for all files) of data that includes a separate file for each unique file data record layout	P
2.3.83	For Adabas to ANSI standard RDBMS database parameter and preference setup for each SOURCE database file that is scheduled for conversion: • Provide a file definition worksheet for each SOURCE database file definition • Provide reports regarding occurs clauses, redefines clauses, group levels and potential date fields • Provide guidance in correctly and completely filling out the database definition workbook • Apply all preferences, standards and parameters as rules • Verify and manage the rules throughout the conversion lifecycle	P
2.3.84	For Adabas to ANSI standard RDBMS database parameter and preference setup: • Respond to Supplier questions regarding the conversion • Provide additional information as required to allow the full definition of the target databases		P



No.	Description	Supplier	CoreLogic
2.3.85	For ADABAS test data creation: • Create test environments for use in testing the new Applications and the new ANSI standard databases • Define processes that will allow the for testing and refreshing the unrestricted data in the target ANSI standard database environment and existing Mainframe test environment	P
2.3.86	For ADABAS test data creation: • Locate or create a full set of SOURCE data that contains no sensitive data and can be used in its entirety in testing by Supplier and CoreLogic • Ensure that the created data is suitable to allow the Applications to execute completely • Test the execution of the CoreLogic Applications against the new set of unrestricted data • Execute the deliver SOURCE extract processes against the unrestricted data in the Mainframe SOURCE • Resolve any data cleansing issues in the unrestricted data so that no cleansing rule changes are applied to the unrestricted data during the extract process UAT test		P
2.3.87	For ADABAS test data creation: • Define processes that will allow Supplier to test and refresh the data in SOURCE and in a target ANSI standard environment • Create test scripts, test cases, and use cases for each process using the data	P
2.3.88	For ADABAS unrestricted test data creation in UAT: • Create working test scripts, test cases, and use cases for the execution of the Applications using the unrestricted test data • Create test environments for use in testing the new Applications and the new ANSI standard databases • Define processes that will allow the for testing and refreshing the unrestricted data in the target ANSI standard database environment and existing Mainframe test environment		P



No.	Description	Supplier	CoreLogic
2.3.89	For Adabas SOURCE database file definitions that are scheduled for conversion: • Import the SOURCE file definition report(s) for the file definition(s) as collected • Generate the first-pass SQL Imager reports for the file definition(s) • Review the reports for the file definition(s) • Review log messages for any errors during the import and initial parse phases • Load the table and column naming rules defined by CoreLogic in the Conversion Workbook • Load the date rules for each SOURCE date element as defined by CoreLogic • Load the CoreLogic adjustment rules for any redefines, occurs clauses and group levels • Present questions regarding the first-pass conversion • Conduct a walkthrough of the deliverables and the processing instructions • Implement the first-pass ANSI standard database DDL for the databases at Supplier • Review and test the resulting database structures using the ANSI standard database Tools and other Tools as desired • Deliver the resulting DDL for the new databases to the CoreLogic teams • Respond to CoreLogic questions regarding the DDL • Conduct a post-conversion walkthrough of the resulting databases • Apply table, column and other naming changes based upon CoreLogic team input • Apply data cleansing rules as submitted by CoreLogic team • Re-generate the ANSI Standard Database DDL or SOURCE extracts as required • Enable referential integrity on the target databases as required • Respond to CoreLogic questions regarding the first-pass conversion	P
2.3.90	For First-Pass ANSI Standard Database DDL delivery and installation: • Respond to Supplier questions regarding the first-pass conversion • Provide additional information as required to allow the full definition of the target databases		P
2.3.91	For First-Pass ANSI Standard Database DDL delivery and installation: • Receive and implement the first-pass ANSI Standard Database DDL for the databases at the CoreLogic site • Review and test the resulting database structures using the ANSI Standard Database Tools and other Tools as	P	A



No.	Description	Supplier	CoreLogic
	For First-Pass Data Extract and Population: • Generate the data extract JCL and modules for the file definitions that are being converted • Deliver the date extract JCL and modules and instructions to CoreLogic for execution in the CoreLogic SOURCE environment. • Receive and review the extracted data files • Populate the new ANSI Standard databases at Supplier with the unrestricted data provided by CoreLogic • Review and touch test the resulting ANSI Sstandard database structure using ANSI standard Tools • Log and document any issues with the received data • Present the CoreLogic with details regarding any data issues encountered • Make any adjustments in order to make the initial database data useable for the initial pass • Backup the populated ANSI standard databases • Deliver the backups to CoreLogic for installation in the CoreLogic test environment	P
2.3.92	For First-Pass Data Extract and Population: • Receive and install the data extract JCL and modules on the CoreLogic Mainframe • Compile and execute the data extract JCL and modules against the predefined SOURCE unrestricted databases for each SOURCE file definition according to the instructions provided • Ensure that all jobs and steps are executed in the correct sequence and with successful return codes • Provide Supplier with all extracted data and completed job output in text format as extracted using the Supplier supplied data extract JCL and modules without any manual change pre-extract or post-extract		P
2.3.93	For First-Pass Data Extract and Population: • Restore the backups into the CoreLogic environment Review and touch test the resulting ANSI standard database structure using ANSI standard Tools or other Tools • Backup the populated ANSI standard databases • Define and manage procedures for controlling instances of ANSI standard data for testing.	P
2.3.94	Implement a one-time retrofit process (Application source retrofit) to synchronize Mainframe CoreLogic Application extensions and Supplier Application transformation changes during the transformation implementation phase of the project. CoreLogic Application extensions will include new modules and updated modules within the scope defined in Section 2.3 (g) .	P
2.3.95	At the time of Application source production freeze, provide the Mainframe Application source in scope for input to the Application source retrofit process within scope as defined in Section 2.3 (g) .		P
2.3.96	Create file data record layouts for all new VSAM files, sequential files, and GDG files for the Application source retrofit for scope defined in Section 2.3 (g) .		P



No.	Description	Supplier	CoreLogic
2.3.97	Provide any updated file data record layouts for changes to VSAM, sequential, and GDG file formats from the previous baseline definitions for VSAM files, sequential files, and GDG files within scope as defined in Section 2.3 (g) .		P
2.3.98	For each SOURCE file definition that is scheduled for conversion, the following activities will take place during the collection and definition process: • Provide a file definition worksheet for each SOURCE file definition • Provide reports regarding occurs clauses, redefines clauses, group levels and potential date fields • Provide guidance in completing the database definition workbook • Apply all preferences, standards and parameters as rules • Verify and manage the rules throughout the conversion lifecycle	P
2.3.99	For each SOURCE file definition scheduled for conversion: • Respond to questions regarding the conversion • Provide additional information as required to allow the full definition of the target databases		P
2.3.100	Provide transformation planning services including, but not limited to, Application source module categorization and quantification, source planning, and operational requirements planning	P
2.3.101	Complete usability and UI design of converted components		P
2.3.102	Item intentionally left blank.
2.3.103	Complete the Application and data conversion to the Target Platform	P	A
2.3.104	Prior to delivering re-hosted source components for testing, Supplier will have completed the following • Installed, configured the following with regards to the migrated environment o Open System hardware and operating System environment o third party vendor Software products (e.g., batch scheduler, C, print distributed facility, Syncsort DMExpress, etc.) • Prepare a set of test plans to be used for the various testing stages • Plan staffing for testing and production cutover. Set up development and testing environments	P
2.3.105	Prior to receiving re-hosted source components for testing, CoreLogic will have completed the following: • Selected, acquired and provide to Supplier, the following with regards to the migrated environment o third party vendor Software products (e.g., batch scheduler, C, print distributed facility, Syncsort DMExpress, etc.) • Prepare a set of UAT test plans to be used for Application acceptance • Plan staffing for UAT testing and production cutover • Attend training sessions on the open System environment products		P



No.	Description	Supplier	CoreLogic
2.3.106	Provide valid remote user-ids and log-on permissions with sufficient authority to perform Application source drops, data conversion Tool drops, compilations, Application discrepancy support.	P	A
2.3.107	Provide drop(s) of the migrated Application source and the generated data conversion programs to one (1) unique operating System instance for Linux	P
2.3.108	Provide test data for data conversion tasks. Test data will be limited in size for the initial test data. For final testing there will not be any limitation on size of database		P
2.3.109	Unload Mainframe VSAM files. Transfer sequential files with VSAM file data, sequential file data, and GDG file data to Target Platform for so that the data can be converted	P
2.3.110	Assist Supplier in unloading Mainframe VSAM files, transferring sequential files with VSAM file data, sequential file data, and GDG file data to Target Platform so that the data can be converted		P
2.3.111	The testing team and production cutover team use the Supplier-provided data conversion procedures (programs and scripts) to convert data from unloaded VSAM files, sequential files, and GDG files (for those files whose data needs to be migrated to target platform) for Application testing and prior to production cutover	P
2.3.112	Review the data conversion report which covers the testing procedure results. (Some errors / warnings are the result of acceptable conditions (e.g., low values in some uninitialized alphanumeric fields) while other errors / warnings may identify bad data in the original records)	P
2.3.113	Correct or re-create bad or missing data in the data conversion report provided by Supplier		P



No.	Description	Supplier	CoreLogic
2.3.114	During conversion: • Import the SOURCE file definition report(s) for the file definition(s) as collected • Generate the first-pass SQL Imager reports for the file definition(s) • Review the reports for the file definition(s) • Review log messages for any errors during the import and initial parse phases • Load the table and column naming rules defined by CoreLogic in the conversion workbook • Load the date rules for each SOURCE date element as defined by CoreLogic • Load the CoreLogic adjustment rules for any redefines, occurs clauses and group levels • Present questions regarding the first-pass conversion • Conduct a walkthrough of the deliverables and the processing instructions • Implement the first-pass ANSI standard DDL for the databases • Review and test the resulting database structures using the ANSI standard Tools and other Tools as desired • Deliver the resulting DDL for the new databases to the CoreLogic teams • Respond to CoreLogic questions regarding the DDL • Conduct a post-conversion walkthrough of the resulting databases • Apply table, column and other naming changes based upon team input • Apply data cleansing rules as submitted by CoreLogic team • Re-generate the ANSI standard DDL or SOURCE extracts as required	P
2.3.115	For the SOURCE file definitions that are scheduled for conversion, the following activities will take place during the First-Pass Data Extract and Population. • Generate the data extract JCL and modules for the file definitions that are being converted • Deliver the date extract JCL and modules and instructions for execution in the CoreLogic SOURCE environment. • Receive and review the extracted data files • Populate the new ANSI standard databases with the unrestricted data provided by CoreLogic • Review and touch test the resulting ANSI standard database structure using ANSI standard Tools • Log and document any issues with the received data • Present CoreLogic with details regarding any data issues encountered • Make any adjustments in order to make the initial database data useable for the initial pass • Backup the populated ANSI standard databases • Deliver the backups to CoreLogic for installation in the CoreLogic test environment	P



No.	Description	Supplier	CoreLogic
2.3.116	Correct material Application discrepancies discovered by testers and analyzed by CoreLogic during testing for the current Mainframe environment, and the Target Platform. For cases where result discrepancies arise from where results on the Mainframe are different from results on the Target Platform for the same programs and data, the tester and CoreLogic will isolate the discrepancy cause and Supplier will address the discrepancy. Once corrected, the test will need to be re-run until the results match the corresponding run on the Mainframe or the discrepancy is resolved to the mutual satisfaction of CoreLogic and Supplier. • For wrong results, Supplier will adapt the Application components to correct the discrepancy. CoreLogic will assign a person to assist in isolating the cause of the discrepancy. • For different, but not wrong, functional results (e.g., sorted data in a different collating sequence), Supplier will work with CoreLogic to determine whether this difference requires any further adaptation or not. • All CoreLogic source assets (code, data definition language, BMS map, JCL, etc.) directly or indirectly related to a discrepancy must be available to our team. If a problem in any CoreLogic program (or job) is reported, if CoreLogic has not provided to Supplier the available CoreLogic source to all modules called by that program (or job) after Supplier request for source, Supplier will immediately turn that entire program over to CoreLogic and Supplier has no further responsibility to correct, debug, or test (as applicable). • Supplier will provide Application discrepancy correction support of Application transformation testing across multiple operating System instances where § Supplier is provided remote access to the operating System instance and related test environment and § The operating System instances are of the same operating System and the same vendor Software product versions • Supplier will Resolve Application discrepancies for in-scope testing tasks, through the earlier of: o * () ** following the initial migrated source delivery or o Production cutover	P
2.3.117	Application subject matter experts shall be available to assist in isolating Application discrepancy areas or causes		P
2.3.118	Log discrepancies in a defect / bug tracking system that is accepted by both CoreLogic and Supplier. Discrepancy descriptions and supporting information need to provide sufficient details for analysis or reproduction of the situation	P
2.3.119	During UAT, log discrepancies in a defect / bug tracking system that is accepted by both CoreLogic and Supplier. Discrepancy descriptions and supporting information need to provide sufficient details for analysis or reproduction of the situation		P
2.3.120	Prior to submitting discrepancy reports: • Confirm that test set-up and input data is correct • Identify the first job step or screen image from which the results begin to differ in the particular test case	P



No.	Description	Supplier	CoreLogic
2.3.121	During UAT and prior to submitting discrepancy reports: • Confirm that test set-up and input data is correct • Identify the first job step or screen image from which the results begin to differ in the particular test case		P
2.3.122	Implement job scheduler transformation, ACF / 2 security profile transformation to Supplier *** Secure, and source code transformation to selected distributed source code management solution	P
2.3.123	Provide unloaded Mainframe electronic copy of the batch schedule to be migrated in a Supplier-specified format		P
2.3.124	After the assessment, provide the required format for CoreLogic batch schedule	P
2.3.125	Transform schedule so that migrated schedule uses features provided in the Control-M on Target Platform, conforms to an input format required by Control-M on Target Platform load utility or command line interface (in script format), and provides the required information that supports integration with the *** batch processing environment	P
2.3.126	Use the Control-M load utility or command line interface (in script format) to load the transformed schedule into the Control-M repository for * () – * before the retrofit process and *** the retrofit process. Additional features not required for the transformation are out of Supplier scope	P
2.3.127	Integrate batch scheduler with *** batch processing environment	P
2.3.128	Perform Mainframe Control-M batch schedule transformation for any schedule beyond that which was initially provided to Supplier for transformation.		P
2.3.129	Perform Target Platform Control-M schedule upload for any schedule which was initially provided to Supplier for transformation		P
2.3.130	Load the migrated schedule in to Control-M for all operating System instances except * () operating System ** (if required)		P
2.3.131	Manage the synchronization of the Mainframe Control-M batch schedule and the Target Platform-based Control-M batch schedule after the batch schedule transformation following the retrofit. Activate the relevant parts of the Target Platform Control-M schedule and deactivate the relevant parts of the Mainframe Control-M schedule when necessary (e.g., production cutover)		P
2.3.132	Provide a Mainframe ACF2 dump file whose data will be adapted to be compatible for import in to *** Secure repository for the initial project start and as part of the final retrofit process		P
2.3.133	Provide criteria for Application-specific security configuration filtering for online CICS related security configuration and will generate an ACF2 dump file (as specified by Supplier) that can be processed electronically		P
2.3.134	Transform the filtered CoreLogic security information to map to * Secure features and to conform to an input format required by * Secure load command.	P



No.	Description	Supplier	CoreLogic
2.3.135	Identify / configure parameters to implement global security policies (e.g., password expiration, min/max password length) and any additional user id-specific policy options to the transformed security information	P	A
2.3.136	Use the * Secure load command to load the transformed security information into the * Secure repository for up to one time - following the retrofit process in the production operating System instance	P
2.3.137	Use the * Secure load command to load the transformed security information into the * Secure repository for all other operating System instances (if required)		P
2.3.138	Perform any additional administrative / configuration required in the environment following the initial load (e.g., changing passwords)		P
2.3.139	Execute * Secure load command to populate security configuration input being loaded in to the * Secure repository for all operating System instances except one (1) production operating System instance		P
2.3.140	Manage any required synchronization of ACF2 and *** Secure security definitions after the security definition transformation		P
2.3.141	Perform simple * TPE / * BPE print output integration with the print distribution Software. This integration will consider print output insertion into the print distribution Software	P
2.3.142	Customize and integrate uni-SPF Extended for *** panels with the change control System to be able to: • Check out an existing Application branch or source component from the agreed upon source code change management facility • Check in an Application source component from the agreed upon source code change management facility. o New Application source component – An error notification will be received by the user if the agreed upon source code change management facility does not accept the new Application source component. o Updated Application source component – An error notification will be received by the user if the agreed upon source code change management facility does not accept the updated Application source component • Request promotion / demotion of Application source component	P
2.3.143	Populate the source code change management repository * () **	P
2.3.144	Perform and have full backups of data prior to beginning of each transformation.		P
2.3.145	Complete Application data transformation	P
2.3.146	Conduct testing (, baseline test preparation, regression testing and stress testing, and testing program management). Supplier to assist CoreLogic in acceptance testing specific to resolving testing issues.	P
2.3.147	Conduct end to end User Acceptance Testing; provide existing functional, performance and regression test scripts		P
2.3.148	Sign off on test results within three (3) business days		P



No.	Description	Supplier	CoreLogic
2.3.149	Provide all existing test scripts to Supplier for consideration in testing the migrated environment.		P
2.3.150	Develop test cases (System/Integration/Performance/Security/)	P
2.3.151	Perform System integration testing • Local integration testing (covers sub-system testing) • End-to-end integration testing (covers full System, and applicable interfaces) using end-to-end test cases	P	A
2.3.152	Perform data transformation testing for ADABAS to SQL/Oracle environments and VSAM, sequential and GDGs file types. • Reports BI, Check DDL • Data Validation • PK Validation • FK Validation • Anomalies Validation • SK Validation • IUD Validation	P	A
2.3.153	Perform regression testing • Functional testing of the Applications • System testing of the Applications • Regression testing during defect fix or any enhancement or scope change .	P	A
2.3.154	Perform performance testing against baseline benchmarks • Performance test requirement analysis • Test planning, defining workload scenarios • Test scripts review and customization • Test execution, monitoring and analysis • Report delivery and sign off	P	A
2.3.155	Perform security testing (i.e. access rights) • Security testing of Java based web Applications. • Security standards to be tested: OWASP	P	A
2.3.156	Complete User Acceptance Test cases preparation and execution		P
2.3.157	Provide test data (functional & performance) • Core Logic to provide test data for all types of test activities. • Supplier to validate test data provided by CoreLogic	A	P
2.3.158	Provide test cases sign off		P
2.3.159	Provide testing Tool procurement for performance testing	A	P
2.3.160	Provide SME support for all testing phases as required and agreed to in the Project plan		P
2.3.161	Review test scenarios and results and provide sign off. Testing result validation & testing sign off for all phases		P
2.3.162	Configure test environment setup for in-scope types and phases of testing	P	A
2.3.163	Configure a hardware/Software test environment similar to the production environment that is (or will be) implemented for the converted Application at CoreLogic site	P
2.3.164	Set up regression and client acceptance test environments	P



No.	Description	Supplier	CoreLogic
2.3.165	Provide Supplier with remote access to the target environments where the new Applications and databases will be delivered and tested using the unrestricted data		P
2.3.166	Define and manage procedures for controlling instances of the ANSI standard (e.g., Oracle, SQL Server) data (from Adabas database files) used for testing.	P
2.3.167	Perform test preparation phases including the transformation of VSAM, sequential, GDG, and Adabas data to their replacement file / database on Target Platform.	P
2.3.168	Conduct CoreLogic acceptance testing of the migrated Application on the target environment. Validate the functional capability and performance of the migrated asset prior to moving the Applications into a production environment • Implement staffing for testing to begin the testing and apply testing resources to complete this testing in the scheduled time period • Provide exported VSAM, sequential, GDG file data • Provide exported Adabas database file data • Execute the test plan, perform initial analysis of Application discrepancies and work with Supplier to resolve the discrepancies • End users will participate to validate ability for end user access • CoreLogic or Third Party support Application developers will interact with end users during the testing as part of learning how to support end users on this platform. Supplier support interaction with end users during this Activity will be done jointly with CoreLogic Application development staff and will be specific to problem clarification if CoreLogic Application developers have difficulties in gathering the information themselves		P
2.3.169	Locate or create a full set of SOURCE data that can be used in its entirety in testing by Supplier and CoreLogic		P
2.3.170	Develop production readiness and cutover plan and review plan with CoreLogic	P	A
2.3.171	For the final transformation of Adabas data to production RDBMS: • Work with CoreLogic to define the data and time for the final deployment of the database and online Natural objects to the production environment on Windows • Provide up to two resources for onsite support during the cutover window • Provide additional remote offsite support • Work with CoreLogic to manage the cutover process including the final extract and load of the data	P



No.	Description	Supplier	CoreLogic
	For the final transformation of Adabas data to production RDBMS: • Work with Supplier to define the data and time for the final deployment of the database to the production environment • Work with Supplier to manage the cutover process including the staging of the source code and the final extract and load of the data • Provide end user training • Communicate with the end-user community throughout the cutover period • Monitor the Applications in the new environment		P
2.3.172	Complete Systems architecture document and review in concert with existing distributed CoreLogic Applications.	P	A
2.3.173	Implement/ develop any Application functionality changes including functional changes to any Application or programs, design changes to the original SOURCE file definitions, the addition or elimination of any SOURCE records and changes to any SOURCE field definition		P
2.3.174	Complete Systems architecture document and review in concert with existing distributed CoreLogic Applications.	P	A


2.4	UNIX TO LINUX TRANSFORMATION

This Section details the obligations and responsibilities of the Parties regarding the U2L Services. Supplier will assess the UNIX environment to develop an inventory of the Applications and dependencies in the environment. *** Supplier will develop a detailed plan to migrate ***, *** and *** from Unix to Linux. The target environment from Weblogic could be different for each Application (*** or ***) depending on the Application architecture determined by CoreLogic. ***The third business Application that Supplier will migrate from Unix to Linux is ***. The *** version to be migrated from Unix to Linux will be Oracle 11.5.10 or Oracle Release 12. Supplier will not perform any Application Upgrade or apply any maintenance packs or patches (unless required to complete the migration) and will only migrate Oracle *** from a Unix to Linux platform.

Specifically for Oracle database running on ***, Supplier will migrate *** or higher Oracle DB version databases in production, test, development, QA, or Staging environments running on not more than *** Servers to a Linux based x86 architecture and Oracle 11g database environment. If more *** of the databases are larger than *** TB, the Parties will execute a Change Order under the Change Management Procedures to compensate Supplier for the additional effort required of Supplier. The entire database with all of its objects of any type should be migrated without exception or limitation

Except where a responsibility is identified as a “P” CoreLogic responsibility in the matrices below, Supplier shall be responsible for the following activities:



No.	Description	Supplier	CoreLogic
2.4.1	Complete analysis of Application transformation complexity factors for three in scope Java based Applications, *** databases, C, C++ Applications and scripts	P
2.4.2	Size Applications Infrastructures, identify physical and virtual targets for target Infrastructure	P	A
2.4.3	Collaborate with CoreLogic to determine UNIX Baseline load testing methodology	P
2.4.4	Collaborate with Supplier to determine UNIX Baseline load testing methodology		P
2.4.5	Provide UNIX Baseline load testing Tools		P
2.4.6	Collaborate with CoreLogic to perform UNIX Baseline load testing and present findings	P



2.4.7	Collaborate with Supplier to perform UNIX Baseline load testing and present findings		P
2.4.8	Provide UNIX Baseline load test windows	A	P
2.4.9	Conduct transformation planning activities	P	A
2.4.10	Coordinate with CoreLogic for project planning	P
2.4.11	For the Java based business Applications the *** database Servers, C, C++ Applications and scripts in scope, develop a strategy for each Application and data source currently residing on the UNIX platform identifying a cost effective transformation plan that minimizes impact to the business	P	A
2.4.12	Develop and present a hardware mapping plan for the transformation based on existing hardware up to a week prior to migration and the hardware capabilities at that time just prior to migration and Application requirements in place up to a week prior to migration	P	A
2.4.13	If available, provide existing Application and Infrastructure test scripts to be utilized by Supplier	A	P
2.4.14	If test scripts are not available, Supplier to create them as part of scope	P	A
2.4.15	Provide System inventories showing IP level communications of UNIX Systems with other Systems	P
2.4.16	Map identifiable business Applications across the Server the environment	P	A
2.4.17	For business Applications as defined in the scope section of Section 2.4 , review architecture, source code, databases, documentation, test scripts and other relevant elements of Systems to develop a transformation plan for each business Application.	P
2.4.18	Present the plan prepared after review of architecture, source code, databases, documentation, test scripts, shell scripts and other relevant elements of System	P	A
2.4.19	Identify Application dependencies that will be impacted in the transformation	P	A
2.4.20	Conduct workshops, surveys and interviews during planning and implementation phases	P
2.4.21	Assist Supplier in conducting workshops, surveys and interviews during planning and implementation phases		P
2.4.22	Provide environment for load testing (benchmarking, testing and validation)work including agreed upon test windows	A	P
2.4.23	Determine the approach and plan to migrate the UNIX environment	P	A
2.4.24	Install and configure re-hosting hardware and storage environment to which the UNIX Applications and storage will migrate	P	A
2.4.25	Install and configure re-hosting Software to ensure successful Application transition	P	A
2.4.26	Provide management and monitoring Tools that will be used in the transformation effort	P	A
2.4.27	Complete code conversion and data conversion in the test environment	P
2.4.28	Complete code conversion and data conversion in the production environment	P



2.4.29	Provide user acceptance testing (UAT) including unit testing, Application testing, data loading testing and end to end System integration testing of the Applications in the new environment		P
2.4.30	Assist CoreLogic in conducting customer acceptance testing specific to resolving issues found in the course of UAT	P
2.4.31	Correct defects identified through UAT; ( excluding pre-existing defects which can be duplicated in the existing Solaris / Weblogic environment are not in scope)	P
2.4.32	Perform Application, System and data processing related load testing on the new environment and present findings compared to the baseline load testing	P	A
2.4.33	Assist in Application, System and data processing related load testing on the new environment and present findings compared to the baseline load testing		P
2.4.34	Validate Applications and complete testing	P
2.4.35	Migrate Applications into production environment and refresh production with current data and complete final “go live” testing and cutover	P	A
2.4.36	Provide continued support until all defects and Incidents identified in the * are remediated as provided in * .	P	A
2.4.37	Review Application Java code to ensure that it has no dependencies on Weblogic, deployment descriptors, security, JNDI, EJB transformation and third-party libraries for conversion to new Java container	P	A
2.4.38	Collaborate on * vs. * and agree on optimal approach	P	P
2.4.39	Build and deploy environment necessary for the new Java container Application and transformation as identified in planning phase	P
2.4.40	Conduct functional testing of the business Application and provide dependent Applications an environment to test other Application dependencies. Application dependencies and roles and responsibilities will be identified during the assessment / planning phase	P	A
2.4.41	Assist in functional testing of the business Application and provide dependent Applications an environment to test other Application dependencies. Application dependencies and roles and responsibilities will be identified during the assessment / planning phase		P
2.4.42	Conduct tests of dependent Applications for Applications being migrated		P
2.4.43	Identify potential transformation risks and mitigation activities	P
2.4.44	Develop the testing strategy and production rollout strategy	P	A
2.4.45	Complete entire transformation in accordance with the Transformation Plan	P
2.4.46	Conduct detailed interviews or workshops on Oracle Database architecture with CoreLogic personnel to capture operational procedures, key business requirements, and Service Level requirements	P
2.4.47	Testing to be done for relevant databases after Oracle database services is available. Validate data objects have been moved	P	A



2.4.48	Validate that non migrated Applications & databases are communicating properly with the migrated Applications & databases		P
2.4.49	Provide Tools to conduct the database transformation		P
2.4.50	Provide downtime windows for the production transformation / cutover		P
2.4.51	Provide Linux and hardware environment for testing & validation and target environment	P
2.4.52	Provide database and Application layer for testing on the target environment		P
2.4.53	Perform performance testing on production target environment and present findings	P	A
2.4.54	Provide plan and mechanism to freeze and branch code and data for migration.	P	A
2.4.55	Provide plan and mechanism to merge code and data changes that occur during freeze window to back target System	P	A
2.4.56	Review existing Oracle database architecture requirements including disaster recovery, storage, availability, and Application dependencies	P
2.4.57	Conduct transformation planning sessions to capture and document identified candidate databases for transformation and prioritize transformation order to include following • Oracle database current version and desired version • Identify potential data conversion issues • New Oracle 11 G feature usage will be identified but not implemented as part of the transformation.) • Number of databases and associated schemas that will be analyzed • Timeframe for transformation (transformation windows) • Transformation Tools and techniques • Required patches • Customizations	P	A



2.4.58	Configure the Infrastructure as follows: • Validate accessibility to external storage from each node • Configure Operating System parameters for Oracle, as needed • Configure and create partitions needed for each environment • Configure the IP addresses for each node, as needed • Install and configure an Oracle ASM instances, if required • Configure high-availability options, if required • Install the latest supported Oracle database binaries on each database node • Create Oracle seed database instance using DBCA to test functionality • Install and configure default Oracle Listeners using NETCA where relevant • Install OEM agent, and verify registration with the repository • Perform post-deployment patches and fixes for Oracle database binaries, as needed, taking into account any Oracle recommendations	P	A
2.4.59	Verify transformation plan developed in previous phase for targeted databases to include: • Confirm change control approved • Recommend source database backup process • Preparation steps for transformation to target environment • Tools to be used • Recommended System cutover and roll-back procedures • Review transformation plan with CoreLogic for approval	P	A



2.4.60	For database scope as referenced in Section 2.4 , perform initial transformations and validate initial transformations. Transformation processes will be modified as necessary: • Perform iterative transformations perform second transformation. This transformation will include detailed timings that will be used for final cutover transformation • Validate second transformation and modify transformation process. The transformation process is iterative. Problems uncovered during the second transformation will be documented and fixed for subsequent transformations • Perform third transformation (if needed). This is the “benchmark” transformation that will be used to determine the final timings and used to plan the final transformation • Validate third transformation and modify transformation process. Some minor changes may require retesting if significant modifications are done	P
2.4.61	Provide *** access to Application and database environment to CoreLogic staff for Application UAT		P
2.4.62	Implement mechanism to bring current data to Supplier environment to maintain currency of data from CoreLogic environment		P
2.4.63	Determine any changes needed in advanced queues and Oracle streams, modify processes and migrate		P
2.4.64	Receive CoreLogic approval for final transformation and cutover		P
2.4.65	Perform final transformations and production cutovers during approved downtime periods		P	A
2.4.66	Provide scheduled downtime windows for conversions / transformation that will be defined during the planning phase			P
2.4.67	For the Unix to Linux scope defined in Section 2.4 , perform and have full backups of data prior to beginning of each transformation.		P	A
2.4.68	Complete Infrastructure, new Java container and database Systems architecture document and review in concert with existing in scope distributed CoreLogic Applications.		P		A
2.4.69	Knowledge transfer – Unix to Linux includes: • * for each of the * and an *** for the Oracle database. These sessions may include but would not be limited to: • Overview of changes or modifications, a list of modified files, and a Q/A session with CoreLogic SMEs • Application change (C++/Java): This will include a formal handoff of any source code, modified files, and SME Q/A • New OS and container configurations		P		A
2.4.70	As part of acceptance criteria, all source code migrated during the project including unmodified or newly written shall be checked into and managed in the CoreLogic source control management		P		A



2	As part of acceptance criteria, all migrated Applications shall be able to compiled, deployed and released with the same level of automation and repeatability as before the migration. CoreLogic existing Tools and processes should be used with only necessary modifications	P	A

2.5 TRANSFORMATION MILESTONES

2.5.1 *** System Transformation

Schedule A-4.5 and Schedule A-13.2 sets forth the Transformation Milestones applicable to Supplier’s performance of the *** Transformation Services, the required completion date and the Acceptance criteria applicable to each milestone. The Deliverable Credits and other credits applicable to the *** Transformation Services are set forth in Schedule A-4.5 . If the Transformation Plan is changed by the Parties in accordance with the processes described in this Schedule, the associated completion date shall be appropriately adjusted based upon the change and without the necessity of amending this Schedule.

2.5.2 Unix to Linux Transformation

Schedule A-4.5 and Schedule A-13.2 sets forth the Transformation Milestones applicable to Supplier’s performance of the U2L Services, the required completion date and the Acceptance criteria applicable to each milestone. The Deliverable Credits and other credits applicable to the U2L Services are set forth in Schedule A-4.5 . If the Transformation Plan is changed by the Parties in accordance with the processes described in this Schedule, the associated completion date shall be appropriately adjusted based upon the change and without the necessity of amending this Schedule.

2.6 CHANGE MANAGEMENT PROCEDURES

Any Change to this Schedule or the Transformation Services requested by a Party shall only be made in accordance with Schedule 6.1 to the MSA (Change Management Procedures). Any Dispute between the Parties regarding such matters shall be subject to the dispute resolution procedures in Schedule 6 .

2.7 TRANSFORMATION CHARGES

CoreLogic shall pay Supplier *** for the *** Transformation and U2L Services in the amount specified in Schedule A-4.5.2 . These *** shall be invoiced in the installments on the dates and in the amounts set forth in Schedule A-4-5.2 . The amounts set forth in Schedule A-4.5 are inclusive of travel and living expenses incurred by Supplier Personnel in providing *** Transformation Services and U2L Services.

Exhibit 21.1

Subsidiaries of the Registrant



Name of Subsidiary :	State or Country Under Laws of Which Organized
Accounting Services, LLC	MN
ACN 108 719 197 Pty Ltd	Australia
America's Innovative Insurance Solutions, Inc.	CA
ATI Title of Nevada	NV
Basis100 Inc.	ON, Canada
C & S Appraisal Services, LLC	MN
Carshow.com.au Pty Ltd -AU	Australia
CDS Business Mapping, LLC	CT
Compunet Credit Services, LLC	DE
CoreLogic (India) Services Private Limited	India
CoreLogic AG	Switzerland
CoreLogic Australia Holdings PTY Limited	Australia
CoreLogic Australia Pty Limited	Australia
Corelogic Collateral Solutions, LLC	DE
CoreLogic Commercial Real Estate Services, Inc.	FL
CoreLogic Credco of Puerto Rico, LLC	DE
CoreLogic Credco, LLC	DE
CoreLogic Default Information Services, LLC	FL
CoreLogic Dorado, LLC	CA
CoreLogic Due Diligence, LLC	DE
CoreLogic Flood Services, LLC	DE
CoreLogic Holdings (Mauritius) Limited	Mauritius
CoreLogic Holdings II, Inc.	DE
CoreLogic Information Resources, LLC	DE
CoreLogic Investments Corporation	Cayman Islands
CoreLogic Solutions Canada, ULC	BC, Canada
CoreLogic National Background Data, LLC	DE
CoreLogic Saferent, LLC	DE
CoreLogic Services, LLC	DE
CoreLogic Solutions Limited	United Kingdom
CoreLogic Solutions, LLC	CA
CoreLogic Tax Services, LLC	DE
CoreLogic Valuation Services, LLC	DE
Electronic Appraisal Solutions, Inc.	CA
E-Net Canada Financial Services Inc.	ON, Canada
EVR Services Pty Ltd	Australia
Finiti Group, LLC	AL
Finiti Title of Alabama, LLC	AL
Finiti Title, LLC	DE
Finiti, LLC	DE
First Canadian Credco, Inc.	Canada
FPSdirect, LLC	DE
Happy Home Buying, Ltd.	Cayman Islands
Heavy Equipment.com.au Pty Ltd	Australia



Jacisa Pty Ltd	Australia
JV Mortgage Solutions, LLC	DE
Leadclick Media, LLC	CA
Listem Australia Pty Ltd	Australia
Localwise Pty Ltd	Australia
Megaw & Hogg Melbourne Pty Ltd	Australia
Megaw & Hogg National Valuers Pty Ltd	Australia
Multifamily Community Insurance Agency, LLC	MD
Myrp.com.au Pty Ltd	Australia
Online Mortgage Explorer, Inc.	ON, Canada
Prime Valuation Services, LLC	DE
RBI Advertising Agency LLC	AL
Realsoft Pty Ltd t/a Home Open	Australia
PropertyIQ NZ Limited	New Zealand
Realtor.com.au Pty Ltd	Australia
RealtyBid International, LLC	DE
RealtyBid.com, LLC	FL
RELS Management Company, LLC	DE
RELS Reporting Services, LLC	IA
RELS Title Services, LLC	DE
RELS, LLC	DE
RES Direct, LLC	DE
RP Data (H.K.) Limited	Hong Kong
RP Data New Zealand Limited	New Zealand
RP DATA PTY LTD	Australia
Screeners Advantage, LLC	DE
Servicios Professionales Atlas, S. de R.L de C.V.	Mexico
Soluciones Prediales de Mexico, S. de R.L. de C.V.	Mexico
Speedy Title & Appraisal Review Services LLC	DE
Statistics Data, Inc.	DE
Teletrack UK Limited	United Kingdom
Teletrack, LLC	GA
Total Mortgage Solutions, L.P.	DE
Valex Group Pty Ltd	Australia
Valuation Exchange Pty Ltd	Australia
Valuation Information Technology, L.L.C.	IA
Valuation Ventures, LLC	DE
Westlake Settlement Services LLC	DE

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-126545, and 333-167337), Form S-4 (Nos. 333-121617, and 333-107494) and Form S-8 (Nos. 333-184292, 333-182957, 333-134283, 333-113269, 333-111829, 333-74620, 333-41993, 333-105428, 333-67451, 333-62918, 333-163197, 333-78537, 333-174373 and 333-176353) of CoreLogic, Inc. of our report dated February 22, 2013 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10‑K.

/s/ PricewaterhouseCoopers LLP

Orange County, California

February 22, 2013

Exhibit 31.1

CERTIFICATIONS

I, Anand K. Nallathambi, certify that:


1.	I have reviewed this annual report on Form 10-K of CoreLogic, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 22, 2013



By: /s/ Anand K. Nallathambi
Anand K. Nallathambi
President and Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, Frank D. Martell, certify that:


1.	I have reviewed this annual report on Form 10-K of CoreLogic, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 22, 2013



By: /s/ Frank D. Martell
Frank D. Martell
Chief Financial Officer
(Principal Financial Officer)

Exhibit 32.1

Certification pursuant to 18 U.S.C. Section 1350,

as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of CoreLogic, Inc. (the “Company”) filed on Form 10-K for the period ended December 31, 2012 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anand K. Nallathambi, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and


(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.



	By: /s/ Anand K. Nallathambi
	Anand K. Nallathambi
	President and Chief Executive Officer
	Date:	February 22, 2013

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. §1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Exhibit 32.2

Certification pursuant to 18 U.S.C. Section 1350,

as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of CoreLogic, Inc. (the “Company”) filed on Form 10-K for the period ended December 31, 2012 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Frank D. Martell, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and


(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.



	By: /s/ Frank D. Martell
	Frank D. Martell
	Chief Financial Officer
	(Principal Financial Officer)
	Date:	February 22, 2013