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 September 30, 2014
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating/Eliminating Adjustments			Total
Assets:
Cash and cash equivalents	$	90,034	$	7,067	$	30,517	$	—		$	127,618
Accounts receivable	—		198,124		25,573		—			223,697
Other current assets	43,167		132,204		4,288		—			179,659
Property and equipment, net	17,943		319,563		28,244		—			365,750
Goodwill, net	—		1,601,528		177,863		—			1,779,391
Other identifiable intangible assets, net	305		244,112		39,226		—			283,643
Capitalized data and database cost, net	—		252,900		83,766		—			336,666
Investments in affiliates, net	—		103,432		—		—			103,432
Deferred income tax assets, long-term	58,998		—		—		(58,998		)	—
Restricted cash	12,084		—		1,409		—			13,493
Investment in subsidiaries	2,316,915		—		—		(2,316,915		)	—
Intercompany receivable	82,807		95,642		—		(178,449		)	—
Other assets	125,934		33,092		2,539		—			161,565
Total assets	$	2,748,187	$	2,987,664	$	393,425	$	(2,554,362	)	$	3,574,914

Liabilities and equity:
Current liabilities	$	135,305	$	378,408	$	44,746	$	—		$	558,459
Long-term debt, net of current	1,383,895		5,912		—		—			1,389,807
Deferred revenue, net of current	—		379,382		8		—			379,390
Deferred income taxes, long term	—		102,331		25,205		(58,998		)	68,538
Intercompany payable	95,642		22,325		60,482		(178,449		)	—
Other liabilities	96,725		31,520		2,780		—			131,025
Redeemable noncontrolling interest	—		—		11,075		—			11,075
Total CoreLogic stockholders' equity	1,036,620		2,067,786		249,129		(2,316,915		)	1,036,620
Total liabilities and equity	$	2,748,187	$	2,987,664	$	393,425	$	(2,554,362	)	$	3,574,914



	Condensed Balance Sheet
	December 31, 2013
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating/Eliminating Adjustments			Total
Assets:
Cash and cash equivalents	$	104,310	$	—	$	30,109	$	—		$	134,419
Accounts receivable	—		193,256		21,764		—			215,020
Other current assets	56,877		151,066		4,228		(193		)	211,978
Property and equipment, net	20,076		149,848		27,618		—			197,542
Goodwill, net	—		1,306,471		161,819		—			1,468,290
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	2,210,416		—		—		(2,210,416		)	—
Intercompany receivable	63,647		554,894		9,170		(627,711		)	—
Other assets	118,708		41,681		2,104		—			162,493
Total assets	$	2,643,715	$	2,877,663	$	379,071	$	(2,897,318	)	$	3,003,131

Liabilities and equity:
Current liabilities	$	107,340	$	393,738	$	33,206	$	(193	)	$	534,091
Long-term debt, net of current	806,395		5,381		—		—			811,776
Deferred revenue, net of current	—		377,846		9		—			377,855
Deferred income taxes, long term	—		111,664		24,303		(58,998		)	76,969
Intercompany payable	564,064		—		63,647		(627,711		)	—
Other liabilities	121,544		23,050		3,271		—			147,865
Redeemable noncontrolling interest	—		—		10,202		—			10,202
Total CoreLogic stockholders' equity	1,044,373		1,965,983		244,433		(2,210,416		)	1,044,373
Total liabilities and equity	$	2,643,716	$	2,877,662	$	379,071	$	(2,897,318	)	$	3,003,131



	Condensed Statement of Operations
	For the Three Months Ended September 30, 2014
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/Eliminating Adjustments			Total
Operating revenues	$	—		$	329,057		$	38,397		$	—		$	367,454
Intercompany revenues	—			—			182			(182		)	—
Cost of services (exclusive of depreciation and amortization below)	—			171,419			13,768			(19		)	185,168
Selling, general and administrative expenses	9,289			47,112			11,861			(163		)	68,099
Depreciation and amortization	1,212			27,846			6,707			—			35,765
Impairment loss	—			667			—			—			667
Operating (loss)/income	(10,501		)	82,013			6,243			—			77,755
Total interest expense, net	(17,321		)	(80		)	(127		)	—			(17,528		)
(Loss)/gain on investments and other, net	(398		)	31			550			—			183
(Benefit)/provision for income taxes	(16,279		)	30,786			(188		)	—			14,319
Equity in earnings of affiliates, net of tax	—			4,032			—			—			4,032
Equity in earnings of subsidiary, net of tax	57,280			—			—			(57,280		)	—
Net income from continuing operations, net of tax	45,339			55,210			6,854			(57,280		)	50,123
Loss from discontinued operations, net of tax	—			(4,856		)	—			—			(4,856		)
(Loss)/gain from sale of discontinued operations, net of tax	—			(1,060		)	1,536			—			476
Net income	45,339			49,294			8,390			(57,280		)	45,743
Less: Net income attributable to noncontrolling interest	—			—			404			—			404
Net income attributable to CoreLogic	$	45,339		$	49,294		$	7,986		$	(57,280	)	$	45,339

Net income	$	45,339		$	49,294		$	8,390		$	(57,280	)	$	45,743
Total other comprehensive loss	(25,637		)	—			(26,251		)	26,251			(25,637		)
Less: Comprehensive income attributable to noncontrolling interests	—			—			404			—			404
Comprehensive income/(loss) attributable to CoreLogic	$	19,702		$	49,294		$	(18,265	)	$	(31,029	)	$	19,702



	Condensed Statement of Operations
	For the Three Months Ended September 30, 2013
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Consolidating/Eliminating Adjustments			Total
Operating revenues	$	—		$	331,306		$	25,275	$	—		$	356,581
Intercompany revenues	—			—			148		(148		)	—
Cost of services (exclusive of depreciation and amortization below)	—			169,904			8,142		(148		)	177,898
Selling, general and administrative expenses	11,997			66,533			9,356		—			87,886
Depreciation and amortization	962			22,752			5,722		—			29,436
Operating (loss)/income	(12,959		)	72,117			2,203		—			61,361
Total interest (expense)/income, net	(11,547		)	(126		)	161		—			(11,512		)
(Loss)/gain on investment and other, net	(260		)	1,250			6,637		—			7,627
(Benefit)/provision for income taxes	(10,640		)	26,994			3,411		—			19,765
Equity in earnings of affiliates, net of tax	—			5,479			237		—			5,716
Equity in earnings of subsidiary, net of tax	57,788			—			—		(57,788		)	—
Net income from continuing operations, net of tax	43,662			51,726			5,827		(57,788		)	43,427
Income from discontinued operations, net of tax	—			5,332			—		—			5,332
(Loss)/gain from sale of discontinued operations, net of tax	—			(6,558		)	1,506		—			(5,052		)
Net income	43,662			50,500			7,333		(57,788		)	43,707
Less: Net income attributable to noncontrolling interest	—			—			45		—			45
Net income attributable to CoreLogic	$	43,662		$	50,500		$	7,288	$	(57,788	)	$	43,662

Net income	$	43,662		$	50,500		$	7,333	$	(57,788	)	$	43,707
Total other comprehensive loss	7,345			—			7,644		(7,644		)	7,345
Less: Comprehensive income attributable to noncontrolling interests	—			—			45		—			45
Comprehensive income attributable to CoreLogic	$	51,007		$	50,500		$	14,932	$	(65,432	)	$	51,007




	Condensed Statement of Operations
	For the Nine Months Ended September 30, 2014
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/Eliminating Adjustments			Total
Operating revenues	$	—		$	954,224		$	105,304		$	—		$	1,059,528
Intercompany revenues	—			—			475			(475		)	—
Cost of services (exclusive of depreciation and amortization below)	—			523,455			41,478			(17		)	564,916
Selling, general and administrative expenses	40,975			184,277			30,694			(458		)	255,488
Depreciation and amortization	3,606			77,271			19,759			—			100,636
Impairment loss	—			4,888			—			—			4,888
Operating (loss)/income	(44,581		)	164,333			13,848			—			133,600
Total interest expense, net	(48,029		)	(194		)	(1,241		)	—			(49,464		)
(Loss)/gain on investments and other, net	(3,413		)	5,688			550			—			2,825
(Benefit)/provision for income taxes	(41,306		)	59,657			4,719			—			23,070
Equity in earnings of affiliates, net of tax	—			10,289			—			—			10,289
Equity in earnings of subsidiary, net of tax	113,255			—			—			(113,255		)	—
Net income from continuing operations, net of tax	58,538			120,459			8,438			(113,255		)	74,180
Loss from discontinued operations, net of tax	—			(15,219		)	—			—			(15,219		)
(Loss)/gain from sale of discontinued operations, net of tax	—			(1,060		)	1,536			—			476
Net income	58,538			104,180			9,974			(113,255		)	59,437
Less: Net income attributable to noncontrolling interest	—			—			899			—			899
Net income attributable to CoreLogic	$	58,538		$	104,180		$	9,075		$	(113,255	)	$	58,538

Net income	$	58,538		$	104,180		$	9,974		$	(113,255	)	$	59,437
Total other comprehensive loss	(6,305		)	—			(8,709		)	8,709			(6,305		)
Less: Comprehensive income attributable to noncontrolling interests	—			—			899			—			899
Comprehensive income attributable to CoreLogic	$	52,233		$	104,180		$	366		$	(104,546	)	$	52,233




	Condensed Statement of Operations
	For the Nine Months Ended September 30, 2013
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/Eliminating Adjustments			Total
Operating revenues	$	—		$	1,003,699		$	72,180		$	—		$	1,075,879
Intercompany revenues	—			—			493			(493		)	—
Cost of services (exclusive of depreciation and amortization below)	—			513,666			26,623			(493		)	539,796
Selling, general and administrative expenses	49,450			200,879			25,928			—			276,257
Depreciation and amortization	2,655			76,579			17,463			—			96,697
Impairment loss	—			1,721			—			—			1,721
Operating (loss)/income	(52,105		)	210,854			2,659			—			161,408
Total interest (expense)/income, net	(34,993		)	(345		)	468			—			(34,870		)
Gain on investments and other, net	1,474			1,251			6,637			—			9,362
(Benefit)/provision for income taxes	(33,583		)	80,056			3,614			—			50,087
Equity in earnings of affiliates, net of tax	—			23,053			795			—			23,848
Equity in earnings of subsidiary, net of tax	172,822			—			—			(172,822		)	—
Net income from continuing operations, net of tax	120,781			154,757			6,945			(172,822		)	109,661
Income/(loss) from discontinued operations, net of tax	—			18,107			(172		)	—			17,935
(Loss)/gain on sale of discontinued operations, net of tax	—			(8,302		)	1,506			—			(6,796		)
Net income	120,781			164,562			8,279			(172,822		)	120,800
Less: Net income attributable to noncontrolling interest	—			—			19			—			19
Net income attributable to CoreLogic	$	120,781		$	164,562		$	8,260		$	(172,822	)	$	120,781

Net income	$	120,781		$	164,562		$	8,279		$	(172,822	)	$	120,800
Total other comprehensive loss	(31,127		)	—			(32,289		)	32,289			(31,127		)
Less: Comprehensive income attributable to noncontrolling interests	—			—			19			—			19
Comprehensive income/(loss) attributable to CoreLogic	$	89,654		$	164,562		$	(24,029	)	$	(140,533	)	$	89,654



	Condensed Statement of Cash Flows
	For the Nine Months Ended September 30, 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	$	(7,831	)	$	190,961		$	27,613		$	—		$	210,743
Net cash used in by operating activities - discontinued operations	—			(2,104		)	—			—			(2,104		)
Total cash (used in)/provided by operating activities	$	(7,831	)	$	188,857		$	27,613		$	—		$	208,639
Cash flow from investing activities:
Purchases of property and equipment	$	(1,430	)	$	(28,016	)	$	(7,676	)	$	—		$	(37,122	)
Purchases of capitalized data and other intangible assets	—			(22,258		)	(2,949		)	—			(25,207		)
Cash paid for acquisitions, net of cash acquired	—			(643,218		)	(29,118		)	—			(672,336		)
Proceeds from sale of discontinued operations	—			25,525			—			—			25,525
Proceeds from sale of property and equipment	—			13,937			—			—			13,937
Change in restricted cash	(1,750		)	307			—			—			(1,443		)
Net cash used in investing activities - continuing operations	(3,180		)	(653,723		)	(39,743		)	—			(696,646		)
Net cash provided by investing activities - discontinued operations	—			—			1,536			—			1,536
Total cash used in investing activities	$	(3,180	)	$	(653,723	)	$	(38,207	)	$	—		$	(695,110	)
Cash flow from financing activities:
Proceeds from long-term debt	$	690,017		$	—		$	—		$	—		$	690,017
Debt issuance costs	(14,042		)	—			—			—			(14,042		)
Repayments of long-term debt	(113,967		)	(4,869		)	—			—			(118,836		)
Shares repurchased and retired	(72,781		)	—			—			—			(72,781		)
Proceeds from issuance of stock related to stock options and employee benefit plans	5,736			—			—			—			5,736
Minimum tax withholding paid on behalf of employees for restricted stock units	(15,247		)	—			—			—			(15,247		)
Excess tax benefit related to stock options	6,352			—			—			—			6,352
Intercompany payments	(665,031		)	(179,187		)	—			844,218			—
Intercompany proceeds	179,187			653,885			11,146			(844,218		)	—
Net cash provided by financing activities - continuing operations	224			469,829			11,146			—			481,199
Net cash provided by financing activities - discontinued operations	—			—			—			—			—
Total cash provided by financing activities	$	224		$	469,829		$	11,146		$	—		$	481,199
Effect of exchange rate on cash	—			—			(144		)	—			(144		)
Net (decrease)/increase in cash and cash equivalents	(10,787		)	4,963			408			—			(5,416		)



Cash and cash equivalents at beginning of period	104,310			—			30,109		—		134,419
Less: Change in cash and cash equivalents - discontinued operations	—			(2,104		)	1,536		—		(568		)
Plus: Cash swept (to)/ from discontinued operations	(3,489		)	—			1,536		—		(1,953		)
Cash and cash equivalents at end of period	$	90,034		$	7,067		$	30,517	$	—	$	127,618



	Condensed Statement of Cash Flows
	For the Nine Months Ended September 30, 2013
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating/Eliminating Adjustments			Total
Cash flows from operating activities:
Net cash provided by operating activities - continuing operations	$	3,304		$	218,562		$	15,655		$	—		$	237,521
Net cash provided by operating activities - discontinued operations	—			22,235			1,334			—			23,569
Total cash provided by operating activities	$	3,304		$	240,797		$	16,989		$	—		$	261,090
Cash flow from investing activities:
Purchases of property and equipment	$	(6,333	)	$	(39,614	)	$	(5,720	)	$	—		$	(51,667	)
Purchases of capitalized data and other intangible assets	(362		)	(24,725		)	(3,708		)	—			(28,795		)
Cash paid for acquisitions, net of cash acquired	—			(71,446		)	542			—			(70,904		)
Cash received from sale of discontinued operations	—			2,263			—			—			2,263
Purchases of investments	—			(2,351		)	—			—			(2,351		)
Change in restricted cash	3,678			—			2,050			—			5,728
Net cash used in investing activities - continuing operations	(3,017		)	(135,873		)	(6,836		)	—			(145,726		)
Net cash used provided by investing activities - discontinued operations	—			1,863			—			—			1,863
Total cash used in investing activities	$	(3,017	)	$	(134,010	)	$	(6,836	)	$	—		$	(143,863	)
Cash flow from financing activities:
Proceeds from long-term debt	$	—		$	1,075		$	—		$	—		$	1,075
Repayments of long-term debt	(4,375		)	(141		)	—			—			(4,516		)
Shares repurchased and retired	(133,565		)	—			—			—			(133,565		)
Proceeds from issuance of stock related to stock options and employee benefit plans	11,662			—			—			—			11,662
Minimum tax withholding paid on behalf of employees for restricted stock units	(6,893		)	—			—			—			(6,893		)
Excess tax benefit related to stock options	2,895			—			—			—			2,895
Intercompany payments	—			(86,144		)	(15,439		)	101,583			—
Intercompany proceeds	101,583			—			—			(101,583		)	—
Net cash used in financing activities - continuing operations	(28,693		)	(85,210		)	(15,439		)	—			(129,342		)
Net cash provided by financing activities - discontinued operations	—			—			—			—			—
Total cash used in financing activities	$	(28,693	)	$	(85,210	)	$	(15,439	)	$	—		$	(129,342	)
Effect of exchange rate on cash	—			—			(1,341		)	—			(1,341		)
Net (decrease)/increase in cash and cash equivalents	(28,406		)	21,577			(6,627		)	—			(13,456		)
Cash and cash equivalents at beginning of period	111,305			2,521			35,741			—			149,567



Less: Change in cash and cash equivalents - discontinued operations	—		24,098		1,334		—		25,432
Plus: Cash swept from/(to) discontinued operations	24,454		—		1,334		—		25,788
Cash and cash equivalents at end of period	$	107,353	$	—	$	29,114	$	—	$	136,467