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”; or 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 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, 2014
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating/Eliminating Adjustments			Total
Assets:
Cash and cash equivalents	$	82,476	$	8,794	$	31,636	$	—		$	122,906
Accounts receivable	—		167,842		26,182		—			194,024
Other current assets	64,902		248,677		4,183		(2,231		)	315,531
Property and equipment, net	19,766		324,679		30,730		—			375,175
Goodwill, net	—		1,579,527		186,405		—			1,765,932
Other identifiable intangible assets, net	333		260,072		45,530		—			305,935
Capitalized data and database cost, net	—		250,294		88,689		—			338,983
Investments in affiliates, net	—		112,885		—		—			112,885
Deferred income tax assets, long-term	58,998		—		—		(58,998		)	—
Restricted cash	11,035		121		1,474		—			12,630
Investment in subsidiaries	2,239,138		—		—		(2,239,138		)	—
Intercompany receivable	164,495		—		—		(164,495		)	—
Other assets	135,748		38,009		2,260		—			176,017
Total assets	$	2,776,891	$	2,990,900	$	417,089	$	(2,464,862	)	$	3,720,018

Liabilities and equity:
Current liabilities	$	129,838	$	388,407	$	42,084	$	(2,231	)	$	558,098
Long-term debt, net of current	1,475,145		5,530		—		—			1,480,675
Deferred revenue, net of current	—		363,844		8		—			363,852
Deferred income taxes, long term	—		134,800		24,303		(58,998		)	100,105
Intercompany payable	—		87,936		76,559		(164,495		)	—
Other liabilities	127,715		31,404		3,537		—			162,656
Redeemable noncontrolling interest	—		—		10,439		—			10,439
Total CoreLogic stockholders' equity	1,044,193		1,978,979		260,159		(2,239,138		)	1,044,193
Total liabilities and equity	$	2,776,891	$	2,990,900	$	417,089	$	(2,464,862	)	$	3,720,018



	Condensed Balance Sheet
	December 31, 2013
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating/Eliminating Adjustments			Total
Assets:
Cash and cash equivalents	$	104,632	$	—	$	30,109	$	—		$	134,741
Accounts receivable	—		174,518		21,764		—			196,282
Other current assets	57,368		249,680		3,543		—			310,591
Property and equipment, net	20,076		147,951		27,618		—			195,645
Goodwill, net	—		1,228,855		161,819		—			1,390,674
Other identifiable intangible assets, net	348		135,326		40,134		—			175,808
Capitalized data and database cost, net	—		249,472		80,716		—			330,188
Investments in affiliates, net	—		95,343		—		—			95,343
Deferred income tax assets, long-term	58,998		—		—		(58,998		)	—
Restricted cash	10,335		306		1,409		—			12,050
Investment in subsidiaries	2,209,926		—		—		(2,209,926		)	—
Intercompany receivable	63,647		555,216		9,170		(628,033		)	—
Other assets	118,708		41,221		2,104		—			162,033
Total assets	$	2,644,038	$	2,877,888	$	378,386	$	(2,896,957	)	$	3,003,355

Liabilities and equity:
Current liabilities	$	107,340	$	397,481	$	33,206	$	—		$	538,027
Long-term debt, net of current	806,395		5,381		—		—			811,776
Deferred revenue, net of current	—		377,077		9		—			377,086
Deferred income taxes, long term	—		109,003		24,303		(58,998		)	74,308
Intercompany payable	564,386		—		63,647		(628,033		)	—
Other liabilities	121,544		22,768		3,271		—			147,583
Redeemable noncontrolling interest	—		—		10,202		—			10,202
Total CoreLogic stockholders' equity	1,044,373		1,966,178		243,748		(2,209,926		)	1,044,373
Total liabilities and equity	$	2,644,038	$	2,877,888	$	378,386	$	(2,896,957	)	$	3,003,355



	Condensed Statement of Operations
	For the three months ended March 31, 2014
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/Eliminating Adjustments			Total
Operating revenues	$	—		$	279,074		$	31,343		$	—		$	310,417
Intercompany revenues	—			—			58			(58		)	—
Cost of services (exclusive of depreciation and amortization below)	—			163,968			13,327			86			177,381
Selling, general and administrative expenses	18,592			62,766			8,730			(144		)	89,944
Depreciation and amortization	1,147			21,936			6,356			—			29,439
Operating (loss)/income	(19,739		)	30,404			2,988			—			13,653
Total interest (expense)/income, net	(14,987		)	(95		)	(575		)	—			(15,657		)
Loss on investments and other, net	(3,991		)	(360		)	—			—			(4,351		)
(Benefit)/provision for income taxes	(13,740		)	10,259			3,119			—			(362		)
Equity in earnings of affiliates, net of tax	—			2,382			—			—			2,382
Equity in earnings of subsidiary, net of tax	22,185			—			—			(22,185		)	—
Net (loss)/income from continuing operations, net of tax	(2,792		)	22,072			(706		)	(22,185		)	(3,611		)
Income from discontinued operations, net of tax	—			1,083			—			—			1,083
Net (loss)/income	(2,792		)	23,155			(706		)	(22,185		)	(2,528		)
Less: Net income attributable to noncontrolling interest	—			—			264			—			264
Net (loss)/income attributable to CoreLogic	$	(2,792	)	$	23,155		$	(970	)	$	(22,185	)	$	(2,792	)

Net (loss)/income	$	(2,792	)	$	23,155		$	(706	)	$	(22,185	)	$	(2,528	)
Total other comprehensive income/(loss)	12,989			—			10,502			(10,502		)	12,989
Less: Comprehensive income attributable to noncontrolling interests	—			—			264			—			264
Comprehensive income attributable to CoreLogic	$	10,197		$	23,155		$	9,532		$	(32,687	)	$	10,197



	Condensed Statement of Operations
	For the three months ended March 31, 2013
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/Eliminating Adjustments			Total
Operating revenues	$	—		$	308,336		$	22,965		$	—		$	331,301
Intercompany revenues	—			—			167			(167		)	—
Cost of services (exclusive of depreciation and amortization below)	—			158,206			9,590			(167		)	167,629
Selling, general and administrative expenses	16,532			57,567			8,097			—			82,196
Depreciation and amortization	850			27,522			5,769			—			34,141
Operating (loss)/income	(17,382		)	65,041			(324		)	—			47,335
Total interest expense, net	(11,695		)	(122		)	166			—			(11,651		)
Gain on investment and other, net	1,339			—			—			—			1,339
(Benefit)/provision for income taxes	(11,038		)	24,737			523			—			14,222
Equity in earnings of affiliates, net of tax	—			8,453			335			—			8,788
Equity in earnings of subsidiary, net of tax	50,268			—			—			(50,268		)	—
Net income/(loss) from continuing operations, net of tax	33,568			48,635			(346		)	(50,268		)	31,589
Income/(loss) from discontinued operations, net of tax	—			3,868			(171		)	—			3,697
Loss from sale of discontinued operations, net of tax	—			(1,744		)	—			—			(1,744		)
Net income/(loss)	33,568			50,759			(517		)	(50,268		)	33,542
Less: Net loss attributable to noncontrolling interest	—			—			(26		)	—			(26		)
Net income/(loss) attributable to CoreLogic	$	33,568		$	50,759		$	(491	)	$	(50,268	)	$	33,568

Net income/(loss)	$	33,568		$	50,759		$	(517	)	$	(50,268	)	$	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		$	50,759		$	(1,424	)	$	(49,335	)	$	33,030



	Condensed Statement of Cash Flows
	For the three months ended March 31, 2014
	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	$	(21,816	)	$	29,798		$	4,689		$	—		$	12,671
Net cash provided by operating activities - discontinued operations	—			3,982			—			—			3,982
Total cash (used in)/provided by operating activities	$	(21,816	)	$	33,780		$	4,689		$	—		$	16,653
Cash flow from investing activities:
Purchases of property and equipment	$	(824	)	$	(9,557	)	$	(3,046	)	$	—		$	(13,427	)
Purchases of capitalized data and other intangible assets	—			(6,841		)	(344		)	—			(7,185		)
Cash paid for acquisitions, net of cash acquired	—			(636,640		)	(29,118		)	—			(665,758		)
Change in restricted cash	(700		)	185			(65		)	—			(580		)
Net cash used in investing activities - continuing operations	(1,524		)	(652,853		)	(32,573		)	—			(686,950		)
Net cash used in investing activities - discontinued operations	—			(6		)	—			—			(6		)
Total cash used in investing activities	$	(1,524	)	$	(652,859	)	$	(32,573	)	$	—		$	(686,956	)
Cash flow from financing activities:
Proceeds from long-term debt	$	689,641		$	—		$	—		$	—		$	689,641
Debt issuance costs	(14,042		)	—			—			—			(14,042		)
Repayments of long-term debt	(266		)	(4,888		)	—			—			(5,154		)
Share repurchased and retired	(6,850		)	—			—			—			(6,850		)
Proceeds from issuance of stock related to stock options and employee benefit plans	2,730			—			—			—			2,730
Minimum tax withholding paid on behalf of employees for restricted stock units	(14,314		)	—			—			—			(14,314		)
Excess tax benefit related to stock options	5,942			—			—			—			5,942
Intercompany payments	(665,666		)							665,666			—
Intercompany proceeds	—			636,737			28,929			(665,666		)	—
Net cash (used in)/provided by financing activities - continuing operations	(2,825		)	631,849			28,929			—			657,953
Net cash provided by financing activities - discontinued operations	—			—			—			—			—
Total cash (used in)/provided by financing activities	$	(2,825	)	$	631,849		$	28,929		$	—		$	657,953
Effect of exchange rate on cash	—			—			482			—			482
Net (decrease)/increase in cash and cash equivalents	(26,165		)	12,770			1,527			—			(11,868		)
Cash and cash equivalents at beginning of period	104,632			—			30,109			—			134,741
Less: Change in cash and cash equivalents - discontinued operations	—			3,976			—			—			3,976



Plus: Cash swept to discontinued operations	4,009		—		—		—		4,009
Cash and cash equivalents at end of period	$	82,476	$	8,794	$	31,636	$	—	$	122,906



	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	$	32,508		$	54,908		$	(5,344	)	$	—		$	82,072
Net cash provided by operating activities - discontinued operations	—			9,003			—			—			9,003
Total cash provided by/(used in) operating activities	$	32,508		$	63,911		$	(5,344	)	$	—		$	91,075
Cash flow from investing activities:
Purchases of property and equipment	$	(871	)	$	(15,025	)	$	(2,154	)	$	—		$	(18,050	)
Purchases of capitalized data and other intangible assets	(390		)	(8,051		)	(1,048		)	—			(9,489		)
Cash paid for acquisitions, net of cash acquired	—			(7,027		)	—			—			(7,027		)
Cash received from sale of discontinued operations	—			2,263			—			—			2,263
Purchases of investments	—			(2,351		)	—			—			(2,351		)
Change in restricted cash	(4		)	1			(37		)	—			(40		)
Net cash used in investing activities - continuing operations	(1,265		)	(30,190		)	(3,239		)	—			(34,694		)
Net cash used in by investing activities - discontinued operations	—			(87		)	—			—			(87		)
Total cash used in investing activities	$	(1,265	)	$	(30,277	)	$	(3,239	)	$	—		$	(34,781	)
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	(6,437		)	—			—			—			(6,437		)
Excess tax benefit related to stock options	2,321			—			—			—			2,321
Intercompany payments	—			(41,854		)	(5,604		)	47,458			—
Intercompany proceeds	47,458			—			—			(47,458		)	—
Net cash used in financing activities - continuing operations	(32,088		)	(41,879		)	(5,604		)	—			(79,571		)
Net cash provided by financing activities - discontinued operations	—			—			—			—			—
Total cash used in financing activities	$	(32,088	)	$	(41,879	)	$	(5,604	)	$	—		$	(79,571	)
Effect of exchange rate on cash	—			—			(26		)	—			(26		)
Net decrease in cash and cash equivalents	(845		)	(8,245		)	(14,213		)	—			(23,303		)
Cash and cash equivalents at beginning of period	111,305			5,889			34,792			—			151,986



Less: Change in cash and cash equivalents - discontinued operations	—			8,916		—		—		8,916
Plus: Cash swept to discontinued operations	(2,408		)	11,274		—		—		8,866
Cash and cash equivalents at end of period	$	108,052		$	2	$	20,579	$	—	$	128,633