Guarantor Subsidiaries | Guarantor Subsidiaries As discussed in Note 8 - 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: i) the guarantor is sold or sells all of its assets in compliance with the terms of the indenture; ii) the guarantor is released from its guarantee obligations under the credit agreement; iii) the guarantor is properly designated as an “unrestricted subsidiary”, and iv) 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'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. (in thousands) Condensed Balance Sheet As of December 31, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating/Eliminating Adjustments Total Assets: Cash and cash equivalents $ 28,259 $ 33,186 $ 37,645 $ — $ 99,090 Accounts receivable — 211,943 29,045 — 240,988 Other current assets 80,110 117,008 5,070 — 202,188 Property and equipment, net 17,806 322,109 35,739 — 375,654 Goodwill, net — 1,700,102 181,445 — 1,881,547 Other intangible assets, net 233 319,756 32,159 — 352,148 Capitalized data and database cost, net — 258,425 69,416 — 327,841 Investment in affiliates, net — 68,112 1,093 — 69,205 Deferred income tax assets, long-term 51,763 — 2,219 (51,763 ) 2,219 Restricted cash 9,777 — 1,149 — 10,926 Investment in subsidiaries 2,539,614 — — (2,539,614 ) — Intercompany receivable 128,222 329,847 — (458,069 ) — Other assets 102,148 35,754 1,342 — 139,244 Total assets $ 2,957,932 $ 3,396,242 $ 396,322 $ (3,049,446 ) $ 3,701,050 Liabilities and equity: Current liabilities $ 136,863 $ 410,538 $ 67,075 $ — $ 614,476 Long-term debt, net of current 1,313,895 1,616 — — 1,315,511 Deferred revenue, net of current — 448,654 165 — 448,819 Deferred income tax liabilities, long term — 132,228 26,784 (51,763 ) 107,249 Intercompany payable 329,847 22,325 105,897 (458,069 ) — Other liabilities 127,837 35,982 1,686 — 165,505 Total CoreLogic stockholders' equity 1,049,490 2,344,899 194,715 (2,539,614 ) 1,049,490 Total liabilities and equity $ 2,957,932 $ 3,396,242 $ 396,322 $ (3,049,446 ) $ 3,701,050 (in thousands) Condensed Balance Sheet As of December 31, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating/Eliminating Adjustments Total Assets: Cash and cash equivalents $ 61,602 $ 8,733 $ 34,342 $ — $ 104,677 Accounts receivable — 189,138 25,206 — 214,344 Other current assets 55,867 120,531 5,206 — 181,604 Property and equipment, net 17,261 325,638 25,715 — 368,614 Goodwill, net — 1,612,388 168,370 — 1,780,758 Other intangible assets, net 290 242,170 35,810 — 278,270 Capitalized data and database cost, net — 254,236 79,029 — 333,265 Investment in affiliates, net — 103,598 — — 103,598 Deferred income tax assets, long-term 49,365 — — (49,365 ) — Restricted cash 11,035 — 1,325 — 12,360 Investment in subsidiaries 2,350,467 — — (2,350,467 ) — Intercompany receivable 89,780 158,939 — (248,719 ) — Other assets 105,262 31,925 1,685 — 138,872 Total assets $ 2,740,929 $ 3,047,296 $ 376,688 $ (2,648,551 ) $ 3,516,362 Liabilities and equity: Current liabilities $ 123,196 $ 389,170 $ 38,224 $ — $ 550,590 Long-term debt, net of current 1,313,270 5,941 — — 1,319,211 Deferred revenue, net of current — 389,302 6 — 389,308 Deferred income taxes liabilities, long term — 91,197 22,147 (49,365 ) 63,979 Intercompany payable 158,939 22,325 67,455 (248,719 ) — Other liabilities 131,357 27,930 1,797 — 161,084 Redeemable noncontrolling interest — — 18,023 — 18,023 Total CoreLogic stockholders' equity 1,014,167 2,121,431 229,036 (2,350,467 ) 1,014,167 Total liabilities and equity $ 2,740,929 $ 3,047,296 $ 376,688 $ (2,648,551 ) $ 3,516,362 (in thousands) Condensed Statement of Operations For the Year Ended December 31, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating/Eliminating Adjustments Total Operating revenue $ — $ 1,397,431 $ 130,679 $ — $ 1,528,110 Intercompany revenue — — 717 (717 ) — Cost of services (exclusive of depreciation and amortization below) — 729,029 47,518 (38 ) 776,509 Selling, general and administrative expenses 68,814 290,239 39,926 (679 ) 398,300 Depreciation and amortization 4,981 117,870 23,756 — 146,607 Impairment loss — 3,770 — — 3,770 Operating (loss)/income (73,795 ) 256,523 20,196 — 202,924 Total interest expense, net (57,457 ) (1,405 ) (2,428 ) — (61,290 ) (Loss)/gain on investments and other, net (2,654 ) 34,323 (77 ) — 31,592 (Benefit)/Provision for income taxes (46,928 ) 99,664 4,658 — 57,394 Equity in earnings/(loss) of affiliates, net of tax — 14,690 (970 ) — 13,720 Equity in earnings of subsidiary, net of tax 214,822 — — (214,822 ) — Net income from continuing operations 127,844 204,467 12,063 (214,822 ) 129,552 Loss from discontinued operations, net of tax — (556 ) — — (556 ) Net income 127,844 203,911 12,063 (214,822 ) 128,996 Less: Net income attributable to noncontrolling interests — — 1,152 — 1,152 Net income attributable to CoreLogic $ 127,844 $ 203,911 $ 10,911 $ (214,822 ) $ 127,844 Net income $ 127,844 $ 203,911 $ 12,063 $ (214,822 ) $ 128,996 Total other comprehensive loss (36,330 ) — (36,968 ) 36,968 (36,330 ) Less: Comprehensive income attributable to noncontrolling interests — — 1,152 — 1,152 Comprehensive income/(loss) attributable to CoreLogic $ 91,514 $ 203,911 $ (26,057 ) $ (177,854 ) $ 91,514 (in thousands) Condensed Statement of Operations For the Year Ended December 31, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating/Eliminating Adjustments Total Operating revenue $ — $ 1,263,980 $ 141,060 $ — $ 1,405,040 Intercompany revenue — — 637 (637 ) — Cost of services (exclusive of depreciation and amortization below) — 686,630 53,696 (25 ) 740,301 Selling, general and administrative expenses 58,176 252,879 41,174 (612 ) 351,617 Depreciation and amortization 4,836 107,002 26,556 — 138,394 Impairment loss — 4,970 — — 4,970 Operating (loss)/income (63,012 ) 212,499 20,271 — 169,758 Total interest expense, net (65,299 ) (627 ) (1,056 ) — (66,982 ) Gain/(loss) on investments and other, net 5,070 (6,278 ) 5,090 — 3,882 (Benefit)/provision for income taxes (43,448 ) 73,179 39 — 29,770 Equity in earnings of affiliates, net of tax — 14,120 — — 14,120 Equity in earnings of subsidiary, net of tax 152,993 — — (152,993 ) — Net income from continuing operations 73,200 146,535 24,266 (152,993 ) 91,008 Loss from discontinued operations, net of tax — (16,653 ) — — (16,653 ) (Loss)/gain on sale of discontinued operations, net of tax — (1,424 ) 1,536 — 112 Net income 73,200 128,458 25,802 (152,993 ) 74,467 Less: Net income attributable to noncontrolling interests — — 1,267 — 1,267 Net income attributable to CoreLogic $ 73,200 $ 128,458 $ 24,535 $ (152,993 ) $ 73,200 Net income $ 73,200 $ 128,458 $ 25,802 $ (152,993 ) $ 74,467 Total other comprehensive loss (30,197 ) — (26,673 ) 26,673 (30,197 ) Less: Comprehensive income attributable to noncontrolling interests — — 1,267 — 1,267 Comprehensive income/(loss) attributable to CoreLogic $ 43,003 $ 128,458 $ (2,138 ) $ (126,320 ) $ 43,003 (in thousands) Condensed Statement of Operations For the Year Ended December 31, 2013 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating/Eliminating Adjustments Total Operating revenue $ — $ 1,303,115 $ 101,286 $ — $ 1,404,401 Intercompany revenue — — 631 (631 ) — Cost of services (exclusive of depreciation and amortization below) — 679,032 38,804 (631 ) 717,205 Selling, general and administrative expenses 63,205 276,236 34,848 — 374,289 Depreciation and amortization 3,767 98,670 23,895 — 126,332 Impairment loss — 44,433 — — 44,433 Operating (loss)/income (66,972 ) 204,744 4,370 — 142,142 Total interest expense, net (45,270 ) (2 ) (2,330 ) — (47,602 ) Gain on investments and other, net 3,785 1,250 6,997 — 12,032 (Benefit)/provision for income taxes (40,392 ) 72,385 1,680 — 33,673 Equity in earnings of affiliates, net of tax — 26,566 795 — 27,361 Equity in earnings of subsidiary, net of tax 175,793 — — (175,793 ) — Net income from continuing operations 107,728 160,173 8,152 (175,793 ) 100,260 Income/(loss) from discontinued operations, net of tax — 14,595 (172 ) — 14,423 (Loss)/gain from sale of discontinued operations, net of tax — (8,514 ) 1,506 — (7,008 ) Net income 107,728 166,254 9,486 (175,793 ) 107,675 Less: Net loss attributable to noncontrolling interests — — (53 ) — (53 ) Net income attributable to CoreLogic $ 107,728 $ 166,254 $ 9,539 $ (175,793 ) $ 107,728 Net income $ 107,728 $ 166,254 $ 9,486 $ (175,793 ) $ 107,675 Total other comprehensive loss (38,075 ) — (43,337 ) 43,337 (38,075 ) Less: Comprehensive loss attributable to noncontrolling interests — — (53 ) — (53 ) Comprehensive income/(loss) attributable to CoreLogic $ 69,653 $ 166,254 $ (33,798 ) $ (132,456 ) $ 69,653 (in thousands) Condensed Statement of Cash Flows For the Year Ended December 31, 2015 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 $ (94,034 ) $ 400,950 $ 29,233 $ — $ 336,149 Net cash used in operating activities - discontinued operations — (7,612 ) — — (7,612 ) Total cash (used in)/provided by operating activities $ (94,034 ) $ 393,338 $ 29,233 $ — $ 328,537 Cash flow from investing activities: Purchases of property and equipment $ (3,911 ) $ (30,810 ) $ (9,428 ) $ — $ (44,149 ) Purchases of capitalized data and other intangible assets — (31,063 ) (5,346 ) — (36,409 ) Cash paid for acquisitions, net of cash acquired — (146,414 ) (48,077 ) — (194,491 ) Purchases of investments — (1,684 ) (2,064 ) — (3,748 ) Proceeds from sale of property and equipment — 137 — — 137 Change in restricted cash 1,259 — 175 — 1,434 Net cash used in investing activities - continuing operations (2,652 ) (209,834 ) (64,740 ) — (277,226 ) Net cash provided by investing activities - discontinued operations — — — — — Total cash used in by investing activities $ (2,652 ) $ (209,834 ) $ (64,740 ) $ — $ (277,226 ) Cash flow from financing activities: Proceeds from long-term debt $ 114,375 $ — $ — $ — $ 114,375 Debt issuance costs (6,452 ) — — — (6,452 ) Repayments of long-term debt (82,176 ) (715 ) — — (82,891 ) Shares repurchased and retired (97,430 ) — — — (97,430 ) Proceeds from issuance of shares in connection with share-based compensation 22,569 — — — 22,569 Minimum tax withholding related to net share settlements (15,230 ) — — — (15,230 ) Tax benefit related to stock options 6,513 — — — 6,513 Intercompany payments (36,628 ) (165,948 ) — 202,576 — Intercompany proceeds 165,948 — 36,628 (202,576 ) — Net cash provided by/(used in) financing activities - continuing operations 71,489 (166,663 ) 36,628 — (58,546 ) Net cash provided by financing activities - discontinued operations — — — — — Total cash provided by/(used in) financing activities $ 71,489 $ (166,663 ) $ 36,628 $ — $ (58,546 ) Effect of Exchange Rate on cash — — 2,182 — 2,182 Net change in cash and cash equivalents $ (25,197 ) $ 16,841 $ 3,303 $ — $ (5,053 ) Cash and cash equivalents at beginning of period 61,602 8,733 34,342 — 104,677 Less: Change in cash and cash equivalents - discontinued operations — (7,612 ) — — (7,612 ) Plus: Cash swept to discontinued operations (8,146 ) — — — (8,146 ) Cash and cash equivalents at end of year $ 28,259 $ 33,186 $ 37,645 $ — $ 99,090 (in thousands) Condensed Statement of Cash Flows For the Year Ended December 31, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating/Eliminating Adjustments Total Cash flows from operating activities: Net cash provided by operating activities - continuing operations $ 9,433 $ 283,316 $ 42,844 $ — $ 335,593 Net cash used in operating activities - discontinued operations — (13,717 ) — — (13,717 ) Total cash provided by operating activities $ 9,433 $ 269,599 $ 42,844 $ — $ 321,876 Cash flow from investing activities: Purchases of property and equipment $ (1,964 ) $ (40,598 ) $ (9,463 ) $ — $ (52,025 ) Purchases of capitalized data and other intangible assets — (30,077 ) (5,052 ) — (35,129 ) Cash paid for acquisitions, net of cash acquired — (665,753 ) (29,118 ) — (694,871 ) Cash received from sale of discontinued operations — 25,366 — — 25,366 Proceeds from sale of property and equipment — 13,937 — — 13,937 Change in restricted cash (700 ) 306 84 — (310 ) Net cash used in investing activities - continuing operations (2,664 ) (696,819 ) (43,549 ) — (743,032 ) Net cash provided by investing activities - discontinued operations — — 1,536 — 1,536 Total cash used in investing activities $ (2,664 ) $ (696,819 ) $ (42,013 ) $ — $ (741,496 ) 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 (195,217 ) (4,789 ) — — (200,006 ) Shares repurchased and retired (91,475 ) — — — (91,475 ) Proceeds from issuance of shares in connection with share-based compensation 15,213 — — — 15,213 Minimum tax withholding related to net share settlements (15,980 ) — — — (15,980 ) Tax benefit related to stock options 6,791 — — — 6,791 Intercompany payments (610,239 ) (179,187 ) — 789,426 — Intercompany proceeds 179,187 606,212 4,027 (789,426 ) — Net cash (used in)/provided by financing activities - continuing operations (35,745 ) 422,236 4,027 — 390,518 Net cash provided by financing activities - discontinued operations — — — — — Total cash (used in)/provided by financing activities $ (35,745 ) $ 422,236 $ 4,027 $ — $ 390,518 Effect of Exchange Rate on cash — — (625 ) — (625 ) Net change in cash and cash equivalents $ (28,976 ) $ (4,984 ) $ 4,233 $ — $ (29,727 ) Cash and cash equivalents at beginning of period 104,310 — 30,109 — 134,419 Less: Change in cash and cash equivalents - discontinued operations — (13,717 ) 1,536 — (12,181 ) Plus: Cash swept (to)/from discontinued operations (13,732 ) — 1,536 — (12,196 ) Cash and cash equivalents at end of year $ 61,602 $ 8,733 $ 34,342 $ — $ 104,677 (in thousands) Condensed Statement of Cash Flows For the Year Ended December 31, 2013 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 $ (51,864 ) $ 354,004 $ 26,080 $ — $ 328,220 Net cash provided by operating activities - discontinued operations — 24,094 1,506 — 25,600 Total cash (used in)/provided by operating activities $ (51,864 ) $ 378,098 $ 27,586 $ — $ 353,820 Cash flow from investing activities: Purchases of property and equipment $ (8,870 ) $ (51,660 ) $ (8,215 ) $ — $ (68,745 ) Purchases of capitalized data and other intangible assets (348 ) (23,171 ) (14,322 ) — (37,841 ) Cash (paid for)/received acquisitions, net of cash acquired — (92,591 ) 542 — (92,049 ) Cash received from sale of discontinued operations — 2,263 — — 2,263 Purchases of investments — (2,351 ) — — (2,351 ) Change in restricted cash 7,964 — 2,104 — 10,068 Net cash used in investing activities - continuing operations (1,254 ) (167,510 ) (19,891 ) — (188,655 ) Net cash provided by investing activities - discontinued operations — 1,862 — — 1,862 Total cash used in investing activities $ (1,254 ) $ (165,648 ) $ (19,891 ) $ — $ (186,793 ) Cash flow from financing activities: Proceeds from long-term debt $ 50,000 $ 1,647 $ — $ — $ 51,647 Debt issuance cost — (10,436 ) — — (10,436 ) Repayments of long-term debt (4,375 ) (291 ) — — (4,666 ) Shares repurchased and retired (241,161 ) — — — (241,161 ) Proceeds from issuance of stock related to stock options and employee benefit plans 28,232 — — — 28,232 Minimum tax withholding related to net share settlements (8,665 ) — — — (8,665 ) Tax benefit related to stock options 5,146 — — — 5,146 Intercompany payments — (180,885 ) (10,262 ) 191,147 — Intercompany proceeds 191,147 — — (191,147 ) — Net cash provided by/(used in) financing activities - continuing operations 20,324 (189,965 ) (10,262 ) — (179,903 ) Net cash provided by financing activities - discontinued operations — — — — — Total cash provided by/(used in) financing activities $ 20,324 $ (189,965 ) $ (10,262 ) $ — $ (179,903 ) Effect of Exchange Rate on cash — — (2,116 ) — (2,116 ) Net change in cash and cash equivalents $ (32,794 ) $ 22,485 $ (4,683 ) $ — $ (14,992 ) Cash and cash equivalents at beginning of period 111,305 3,471 34,792 — 149,568 Less: Change in cash and cash equivalents - discontinued operations — 25,956 1,506 — 27,462 Plus: Cash swept from discontinued operations 25,799 — 1,506 — 27,305 Cash and cash equivalents at end of year $ 104,310 $ — $ 30,109 $ — $ 134,419 |