Guarantor Subsidiaries

As discussed in Note 7 - 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 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 the separate accounts of CoreLogic, Inc. (the "Parent"), 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.



	Condensed Balance Sheet
	As of March 31, 2013
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating/Eliminating Adjustments			Total
Assets:
Cash and cash equivalents	$	95,396	$	9,582	$	20,581	$	—		$	125,559
Other current assets	$	44,016	$	358,565	$	24,419	$	—		$	427,000
Property and equipment, net	14,951		140,006		31,442		—			186,399
Goodwill	—		1,336,328		167,918		—			1,504,246
Other identifiable intangible assets, net	390		122,875		46,841		—			170,106
Capitalized data and database cost, net	—		240,916		83,300		—			324,216
Investments in affiliates	—		91,658		5,575		—			97,233
Deferred income tax assets, long-term	59,523		—		—		(59,523		)	—
Restricted cash	18,303		305		3,550		—			22,158
Investment in subsidiaries	1,905,600		—		—		(1,905,600		)	—
Intercompany receivable	62,707		160,946		—		(223,653		)	—
Other assets	108,597		40,249		2,428		—			151,274
Total assets	$	2,309,483	$	2,501,430	$	386,054	$	(2,188,776	)	$	3,008,191

Liabilities and equity:
Current liabilities	$	106,118	$	371,691	$	25,128	$	—		$	502,937
Long-term debt, net	779,095		8,953		—		—			788,048
Deferred revenue	—		342,731		—		—			342,731
Deferred income taxes, long term	—		114,637		19,833		(59,523		)	74,947
Intercompany payable	160,946		—		62,707		(223,653		)	—
Other liabilities	130,342		30,428		5,776		—			166,546
Total CoreLogic stockholders' equity	1,132,982		1,632,990		272,610		(1,905,600		)	1,132,982
Noncontrolling interests	—		—		—		—			—
Total liabilities and equity	$	2,309,483	$	2,501,430	$	386,054	$	(2,188,776	)	$	3,008,191



	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	—		1,323,700		180,532		—			1,504,232
Other identifiable intangible assets, net	—		123,011		48,573		—			171,584
Capitalized data and database cost, net	—		238,598		83,691		—			322,289
Investments in affiliates	—		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	783,470		8,854		—		—			792,324
Deferred revenue	—		309,418		—		—			309,418
Deferred income taxes, 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



	Condensed Statement of Operations
	For the three months ended March 31, 2013
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/Eliminating Adjustments			Total
Operating revenues	$	—		$	374,094		$	23,074		$	—		$	397,168
Intercompany revenues	—			—			167			(167		)	—
Cost of services (exclusive of depreciation and amortization below)	—			206,468			9,726			(167		)	216,027
Selling, general and administrative expenses	16,532			66,286			8,235			—			91,053
Depreciation and amortization	850			28,195			5,769			—			34,814
Operating (loss)/income	(17,382		)	73,145			(489		)	—			55,274
Total interest (expense)/income, net	(11,696		)	(66		)	158			—			(11,604		)
Gain on investment and other, net	1,340			1,459			—			—			2,799
(Benefit)/provision for income taxes	(7,830		)	28,421			467			—			21,058
Equity in earnings of affiliates, net of tax	—			8,776			11			—			8,787
Equity in earnings of subsidiary, net of tax	53,476			—			—			(53,476		)	—
Net income/(loss) from continuing operations, net of tax	33,568			54,893			(787		)	(53,476		)	34,198
Loss from discontinued operations, net of tax	—			(656		)	—			—			(656		)
Net income/(loss)	33,568			54,237			(787		)	(53,476		)	33,542
Less: Net loss attributable to noncontrolling interest	—			—			(26		)	—			(26		)
Net income/(loss) attributable to CoreLogic	$	33,568		$	54,237		$	(761	)	$	(53,476	)	$	33,568

Net income/(loss)	$	33,568		$	54,237		$	(787	)	$	(53,476	)	$	33,542
Total other comprehensive (loss)/income	$	(538	)	$	—		$	933		$	(933	)	$	(538	)
Less: Comprehensive loss attributable to noncontrolling interests	$	—		$	—		$	(26	)	$	—		$	(26	)
Comprehensive income/(loss) attributable to CoreLogic	$	33,030		$	54,237		$	172		$	(54,409	)	$	33,030



	Condensed Statement of Operations
	For the three months ended March 31, 2012
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/Eliminating Adjustments			Total
Operating revenues	$	—		$	335,975		$	22,126		$	—		$	358,101
Intercompany revenues	—			—			191			(191		)	—
Cost of services (exclusive of depreciation and amortization below)	—			188,791			9,065			(191		)	197,665
Selling, general and administrative expenses	17,900			58,005			9,813			—			85,718
Depreciation and amortization	925			22,767			5,799			—			29,491
Operating (loss)/income	(18,825		)	66,412			(2,360		)	—			45,227
Total interest expense, net	(13,492		)	191			(841		)	—			(14,142		)
Gain on investment and other, net	1,641			—			—			—			1,641
(Benefit)/provision for income taxes	(14,527		)	28,406			(641		)	—			13,238
Equity in earnings of affiliates, net of tax	—			9,166			304			—			9,470
Equity in earnings of subsidiary, net of tax	32,780			—			—			(32,780		)	—
Net income/(loss) from continuing operations, net of tax	16,631			47,363			(2,256		)	(32,780		)	28,958
Loss from discontinued operations, net of tax	—			(8,967		)	—			—			(8,967		)
Loss on sale of discontinued operations, net of tax	—			(3,454		)	—			—			(3,454		)
Net income/(loss)	16,631			34,942			(2,256		)	(32,780		)	16,537
Less: Net loss attributable to noncontrolling interest	—			—			(94		)	—			(94		)
Net income/(loss) attributable to CoreLogic	$	16,631		$	34,942		$	(2,162	)	$	(32,780	)	$	16,631

Net income/(loss)	16,631			34,942			(2,256		)	(32,780		)	16,537
Total other comprehensive income/(loss)	4,135			—			4,167			(4,167		)	4,135
Less: Comprehensive loss attributable to noncontrolling interests	—			—			(94		)	—			(94		)
Comprehensive income/(loss) attributable to CoreLogic	20,766			34,942			2,005			(36,947		)	20,766



	Condensed Statement of Cash Flows
	For the three months ended March 31, 2013
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/Eliminating Adjustments			Total
Cash flows from operating activities:
Net cash provided by/(used in) operating activities - continuing operations	$	25,818		$	71,132		$	(3,879	)	$	—		$	93,071
Net cash used in operating activities - discontinued operations	—			(543		)	—			—			(543		)
Total cash provided by/(used in) operating activities	$	25,818		$	70,589		$	(3,879	)	$	—		$	92,528
Cash flow from investing activities:
Purchases of property and equipment	(871		)	(15,334		)	(1,945		)	—			(18,150		)
Purchases of capitalized data and other intangible assets	(390		)	(7,820		)	(1,279		)	—			(9,489		)
Cash paid for acquisitions, net of cash acquired	—			(7,027		)	—			—			(7,027		)
Purchases of investments	—			(2,351		)	—			—			(2,351		)
Proceeds from sale of subsidiary and other increases in noncontrolling interest, net	—			800			—			—			800
Change in restricted cash	(4		)	1			(37		)	—			(40		)
Net cash used in investing activities - continuing operations	(1,265		)	(31,731		)	(3,261		)	—			(36,257		)
Net cash used in investing activities - discontinued operations	—			—			—			—			—
Total cash used in investing activities	$	(1,265	)	$	(31,731	)	$	(3,261	)	$	—		$	(36,257	)
Cash flow from financing activities:
Repayments of long-term debt	(4,375		)	(25		)	—			—			(4,400		)
Share repurchased and retired	(75,676		)	—			—			—			(75,676		)
Proceeds from issuance of stock related to stock options and employee benefit plans	4,621			—			—			—			4,621
Minimum tax withholding paid on behalf of employees for restricted stock units	(6,436		)	—			—			—			(6,436		)
Distribution to noncontrolling interests	—			—			—			—			—
Tax benefit/(liability) related to stock options	2,326			(5		)	—			—			2,321
Intercompany payments	—			(31,601		)	(8,020		)	39,621			—
Intercompany proceeds	39,621			—			—			(39,621		)	—
Net cash used in by financing activities - continuing operations	(39,919		)	(31,631		)	(8,020		)	—			(79,570		)
Net cash provided by financing activities - discontinued operations	—			—			—			—			—
Total cash used in by financing activities	$	(39,919	)	$	(31,631	)	$	(8,020	)	$	—		$	(79,570	)
Net (decrease)/increase in cash and cash equivalents	(15,366		)	7,227			(15,160		)	—			(23,299		)
Cash and cash equivalents at beginning of period	111,305			1,812			35,741			—			148,858



Less: Change in cash and cash equivalents - discontinued operations	—			(543		)	—		—		(543		)
Plus: Cash swept to discontinued operations	(543		)	—			—		—		(543		)
Cash and cash equivalents at end of period	$	95,396		$	9,582		$	20,581	$	—	$	125,559



	Condensed Statement of Cash Flows
	For the three months ended March 31, 2012
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/Eliminating Adjustments			Total
Cash flows from operating activities:
Net cash provided by/(used in) operating activities - continuing operations	$	19,166		$	58,236		$	(7,676	)	$	—		$	69,726
Net cash used in operating activities - discontinued operations	—			(4,694		)	—			—			(4,694		)
Total cash provided by/(used in) operating activities	$	19,166		$	53,542		$	(7,676	)	$	—		$	65,032
Cash flow from investing activities:
Purchases of redeemable noncontrolling interests	—			—			—			—			—
Purchases of property and equipment	(989		)	(8,762		)	(3,768		)	—			(13,519		)
Purchases of capitalized data and other intangible assets	—			(6,876		)	(83		)	—			(6,959		)
Cash paid for acquisitions, net of cash acquired	—			—			—			—			—
Proceeds from sale of subsidiary and other decreases in noncontrolling interest, net	—			—			—			—			—
Purchases of investments	—			—			—			—			—
Proceeds from sale of property and equipment	—			45			—			—			45
Proceeds from sale of investments	—			—			—			—			—
Change in restricted cash	—			(186		)	—			—			(186		)
Net cash used in investing activities - continuing operations	(989		)	(15,779		)	(3,851		)	—			(20,619		)
Net cash provided by investing activities - discontinued operations	—			239			—			—			239
Total cash used in investing activities	$	(989	)	$	(15,540	)	$	(3,851	)	$	—		$	(20,380	)
Cash flow from financing activities:
Proceeds from long-term debt	—			—			—			—			—
Debt issuance costs	—			—			—			—			—
Repayments of long-term debt	(42,000		)	(10,214		)	(33		)	—			(52,247		)
Share repurchased and retired	—			—			—			—			—
Proceeds from issuance of stock related to stock options and employee benefit plans	187			—			—			—			187
Minimum tax withholding paid on behalf of employees for restricted stock units	—			—			—			—			—
Distribution to noncontrolling interests	—			—			(10		)	—			(10		)
Tax benefit related to stock options	56			—			—			—			56
Intercompany payments	(9,065		)	(45,236		)	—			54,301			—
Intercompany proceeds	45,236			—			9,065			(54,301		)	—
Net cash (used in)/provided by financing activities - continuing operations	(5,586		)	(55,450		)	9,022			—			(52,014		)
Net cash provided by financing activities - discontinued operations	—			1			—			—			1



Total cash (used in)/provided by financing activities	$	(5,586	)	$	(55,449	)	$	9,022		$	—	$	(52,013	)
Net increase/(decrease) in cash and cash equivalents	12,591			(17,447		)	(2,505		)	—		(7,361		)
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	—			(4,454		)	—			—		(4,454		)
Cash and cash equivalents at end of period	$	242,462		$	(3,887	)	$	17,784		$	—	$	256,359

Revisions to Condensed Consolidating Financial Information

The consolidated income statement and condensed consolidated statement of cash flows as of March 31, 2012 has been revised to gross up intercompany revenues and expenses and 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 SAB No. 99, and concluded that the errors were not material to the consolidated financial statements. The impact of these revisions to the condensed consolidating financial information for 2012 are as follows:



	Increase/(Decrease)
	Parent		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/Eliminating Adjustments			Total

Condensed Statement of Operations
For the three months ended March 31, 2012
Operating revenue, net	$	—	$	191		$	—		$	(191	)	$	—
Total operating expenses	$	—	$	191		$	—		$	(191	)	$	—
Less: Net income/(loss) attributable to noncontrolling interests	$	94	$	—		$	(94	)	$	—		$	—
Net income attributable to CLGX	$	—	$	—		$	94		$	(94	)	$	—
Comprehensive income/(loss) attributable to CoreLogic	$	—	$	—		$	94		$	(94	)	$	—

Condensed Statement of Cash Flows
For the three months ended March 31, 2012
Net cash provided by/(used in) operating activities - continuing operations	$	—	$	1,299		$	(1,299	)	$	—		$	—
Net cash (used in)/provided by investing activities - continuing operations	$	—	$	—		$	—		$	—		$	—
Net cash (used in)/provided by financing activities - continuing operations	$	—	$	(1,299	)	$	1,299		$	—		$	—