Attached files
file | filename |
---|---|
8-K - EQUIFAX INC | v191174_8k.htm |
EX-99.3 - EQUIFAX INC | v191174_ex99-3.htm |
EX-99.5 - EQUIFAX INC | v191174_ex99-5.htm |
EX-99.4 - EQUIFAX INC | v191174_ex99-4.htm |
EX-23.1 - EQUIFAX INC | v191174_ex23-1.htm |
EX-99.1 - EQUIFAX INC | v191174_ex99-1.htm |
Exhibit
99.2
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
As used
herein, the terms Equifax, the Company, we, our and us refer to
Equifax Inc., a Georgia corporation, and its consolidated subsidiaries as a
combined entity, except where it is clear that the terms mean only
Equifax Inc.
All
references to earnings per share data in Management’s Discussion and Analysis,
or MD&A, are to diluted earnings per share, or EPS, unless otherwise noted.
Diluted EPS is calculated to reflect the potential dilution that would occur if
stock options or other contracts to issue common stock were exercised and
resulted in additional common shares outstanding.
BUSINESS
OVERVIEW
We are a
leading global provider of information solutions, employment, income and social
security number verifications and human resources business process outsourcing
services. We leverage some of the largest sources of consumer and commercial
data, along with advanced analytics and proprietary technology, to create
customized insights which enable our business customers to grow faster, more
efficiently, more profitably and to inform and empower consumers.
Businesses
rely on us for consumer and business credit intelligence, credit portfolio
management, fraud detection, decisioning technology, marketing tools, and human
resources and payroll services. We also offer a portfolio of products that
enable individual consumers to manage their financial affairs and protect their
identity. Our revenue stream is diversified among individual consumers and among
businesses across a wide range of industries and international
geographies.
Segment
and Geographic Information
Segments. The
U.S. Consumer Information Solutions, or USCIS, segment, the largest of our five
segments, consists of three product and service lines: Online Consumer
Information Solutions, or OCIS; Mortgage Solutions; and Consumer Financial
Marketing Services. OCIS and Mortgage Solutions revenue is principally
transaction-based and is derived from our sales of products such as consumer
credit reporting and scoring, mortgage settlement services, identity
verification, fraud detection and modeling services. USCIS also markets certain
of our decisioning products which facilitate and automate a variety of consumer
credit-oriented decisions. Consumer Financial Marketing Services revenue is
principally project- and subscription-based and is derived from our sales of
batch credit, consumer wealth or demographic information such as those that
assist clients in acquiring new customers, cross-selling to existing customers
and managing portfolio risk.
The
International segment consists of Canada Consumer, Europe and Latin America.
Canada Consumer’s products and services are similar to our USCIS offerings,
while Europe and Latin America are made up of varying mixes of product lines
that are in our USCIS, North America Commercial Solutions and North America
Personal Solutions reportable segments.
The TALX
segment consists of The Work Number® and Tax
and Talent Management business units. The Work Number revenue is
transaction-based and is derived primarily from employment, income and social
security number verifications. Tax and Talent Management revenues are derived
from our provision of certain human resources business process outsourcing
services that include both transaction- and subscription-based product
offerings. These services assist our customers with the administration of
unemployment claims and employer-based tax credits and the assessment of new
hires.
North
America Personal Solutions revenue is both transaction- and subscription-based
and is derived from the sale of credit monitoring, debt management and identity
theft protection products, which we deliver to consumers through the mail and
electronically via the internet.
North
America Commercial Solutions revenue is principally transaction-based, with the
remainder project-based, and is derived from the sale of business information,
credit scores and portfolio analytics that enable customers to utilize our
reports to make financial, marketing and purchasing decisions related to
businesses.
Geographic
Information. We currently operate in the following countries:
Argentina, Brazil, Canada, Chile, Costa Rica, Ecuador, El Salvador, Honduras,
Peru, Portugal, the Republic of Ireland, Spain, the U.K., Uruguay, and the U.S.
Our operations in Costa Rica and the Republic of Ireland focus on data handling
and customer support activities. We own an equity interest in a consumer credit
information company in Russia. During 2009, we formed a joint venture, pending
regulatory approval, to provide a broad range of credit data and information
solutions in India. Of the countries we operate in, 73% of our revenue was
generated in the U.S. during the twelve months ended December 31,
2009.
Key Performance
Indicators. Management focuses on a variety of key indicators
to monitor operating and financial performance. These performance indicators
include measurements of operating revenue, change in operating revenue,
operating income, operating margin, net income, diluted earnings per share, cash
provided by operating activities and capital expenditures. The key performance
indicators for the twelve months ended December 31, 2009, 2008 and 2007,
include the following:
Key
Performance Indicators
|
||||||||||||
Twelve
Months Ended
|
||||||||||||
December 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
(Dollars
in millions, except per share data)
|
||||||||||||
Operating
revenue
|
$ | 1,716.0 | $ | 1,813.6 | $ | 1,706.7 | ||||||
Operating
revenue change
|
-5 | % | 6 | % | 21 | % | ||||||
Operating
income
|
$ | 381.8 | $ | 439.0 | $ | 445.0 | ||||||
Operating
margin
|
22.2 | % | 24.2 | % | 26.1 | % | ||||||
Net
income attributable to Equifax
|
$ | 233.9 | $ | 272.8 | $ | 272.7 | ||||||
Diluted
earnings per share from continuing operations
|
$ | 1.70 | $ | 1.91 | $ | 1.83 | ||||||
Cash
provided by operating activities
|
$ | 418.4 | $ | 448.1 | $ | 453.5 | ||||||
Capital
expenditures
|
$ | 70.7 | $ | 110.5 | $ | 118.5 |
Operational
Highlights.
|
•
|
On
October 27, 2009, we acquired IXI Corporation, a provider of consumer
wealth and asset data, for $124.0 million. On November 2, 2009,
we acquired Rapid Reporting Verification Company, a provider of IRS tax
transcript information and social security number authentication services,
for $72.5 million.
|
|
•
|
During
the first and fourth quarters of 2009, we recorded restructuring charges
of $8.4 million and $16.4 million, respectively
($5.4 million and $10.4 million, respectively, net of
tax).
|
|
•
|
We
repurchased 0.9 million shares of our common stock on the open market
for $23.8 million during 2009.
|
|
•
|
Total
debt was $1.17 billion at December 31, 2009, a decrease of
$45.2 million from December 31,
2008.
|
|
•
|
On
April 23, 2010, we sold our Equifax Enabling Technologies LLC legal
entity, consisting of our APPRO loan origination software (“APPRO”), for
approximately $72 million. On July 1, 2010, we sold substantially all the
assets of our Direct Marketing Services division (“DMS”) for approximately
$117 million. The results of operations for these businesses for the
twelve months ended December 31, 2009, 2008 and 2007 were classified as
discontinued operations.
|
2
Business
Environment, Company Outlook and Strategy
We
continue to be challenged by a difficult operating environment, causing a
reduction in revenue for certain traditional credit-related services. Also,
increased regulation is introducing new complexity in the marketing of product
and service offerings to financial institutions and increasing compliance
requirements for our customers. Accordingly, we are further diversifying our
revenues by pursuing and investing in key strategic initiatives including new
product innovation, differentiated decisioning solutions leveraging our diverse
data assets and technology, acquiring new data assets and technologies, and
international expansion. We are also focused on managing our expenses through
the use of LEAN, Workout and other process improvement initiatives in order to
maintain operating margins, earnings performance, and cash flow.
For 2010,
we anticipate GDP growth to be modest, but improving; employment to see slight
improvement during the second half of the year; and home prices to continue to
face pressure due to foreclosures. We anticipate increasing interest for our
services from credit card issuers as the new credit card regulatory changes
became effective in February of this year. As a result, we expect to see revenue
growth gradually improve in 2010. Given our outlook and current foreign exchange
rates, we expect operating results to be stable at their current levels during
the first half of the year, with some increase in performance during the second
half.
RESULTS
OF OPERATIONS —
TWELVE
MONTHS ENDED DECEMBER 31, 2009, 2008 AND 2007
Consolidated
Financial Results
Operating
Revenue
Twelve Months Ended December
31,
|
Change
|
|||||||||||||||||||||||||||
2009 vs. 2008
|
2008 vs. 2007
|
|||||||||||||||||||||||||||
Operating Revenue
|
2009
|
2008
|
2007
|
$
|
%
|
$
|
%
|
|||||||||||||||||||||
(Dollars
in millions)
|
||||||||||||||||||||||||||||
U.S.
Consumer Information Solutions
|
$ | 712.2 | $ | 768.7 | $ | 833.4 | $ | (56.5 | ) | -7 | % | $ | (64.7 | ) | -8 | % | ||||||||||||
International
|
438.6 | 505.7 | 472.8 | (67.1 | ) | -13 | % | 32.9 | 7 | % | ||||||||||||||||||
TALX
|
346.4 | 305.1 | 179.4 | 41.3 | 14 | % | 125.7 | 70 | % | |||||||||||||||||||
North
America Personal Solutions
|
149.0 | 162.6 | 153.5 | (13.6 | ) | -8 | % | 9.1 | 6 | % | ||||||||||||||||||
North
America Commercial Solutions
|
69.8 | 71.5 | 67.6 | (1.7 | ) | -2 | % | 3.9 | 6 | % | ||||||||||||||||||
Consolidated
operating revenue
|
$ | 1,716.0 | $ | 1,813.6 | $ | 1,706.7 | $ | (97.6 | ) | -5 | % | $ | 106.9 | 6 | % |
The
decrease in revenue for 2009, as compared to 2008, was primarily due to
continued global economic weakness, which significantly impacted demand for our
U.S. Consumer Information Solutions, International and North America Personal
Solutions business units when compared to 2008, as well as the unfavorable
effects of foreign exchange rates. Foreign currency negatively impacted 2009
revenue by $48.9 million, or 3%. This decrease was partially offset by
strength in our TALX segment and Mortgage Solutions business within U.S.
Consumer Information Solutions. For additional information about revenue
fluctuations and operating income by segment, see “Segment Financial Results”
below.
2008
revenue increased 6%, or $106.9 million, compared to 2007 primarily due to
the full year inclusion of TALX, which was acquired on May 15, 2007.
Revenue in our four other business units collectively declined by
$18.8 million, or 1%, as growth in our International, North America
Personal Solutions and North America Commercial Solutions segments through the
first nine months of the year was able to partially, but not fully, offset an 8%
decline in our USCIS business. Although the impact of foreign currency exchange
rates on 2008 full year revenue growth was minimal, a strengthening of the U.S.
dollar in the fourth quarter of 2008 compared to 2007 exchange rates negatively
impacted fourth quarter revenue growth.
3
Operating
Expenses
Twelve Months Ended December
31,
|
Change
|
|||||||||||||||||||||||||||
2009 vs. 2008
|
2008 vs. 2007
|
|||||||||||||||||||||||||||
Operating Expenses
|
2009
|
2008
|
2007
|
$
|
%
|
$
|
%
|
|||||||||||||||||||||
(Dollars
in millions)
|
||||||||||||||||||||||||||||
Consolidated
cost of services
|
$ | 718.8 | $ | 741.8 | $ | 702.6 | $ | (23.0 | ) | -3 | % | $ | 39.2 | 6 | % | |||||||||||||
Consolidated
selling, general and administrative expenses
|
470.2 | 490.6 | 445.6 | (20.4 | ) | -4 | % | 45.0 | 10 | % | ||||||||||||||||||
Consolidated
depreciation and amortization expense
|
145.2 | 142.2 | 113.5 | 3.0 | 2 | % | 28.7 | 25 | % | |||||||||||||||||||
Consolidated
operating expenses
|
$ | 1,334.2 | $ | 1,374.6 | $ | 1,261.7 | $ | (40.4 | ) | -3 | % | $ | 112.9 | 9 | % |
Cost of
Services. The decrease in cost of services for 2009, as
compared to the prior year, was primarily due to the impact of foreign currency
translation. The impact of foreign currency translation decreased our cost of
services by $19.2 million during 2009. The remaining decrease was due to
lower technology outsourcing costs resulting from a renegotiated contract with a
large service provider and lower personnel costs resulting from our third
quarter 2008 and 2009 headcount reductions. This decrease was partially offset
by increased production costs related to growth in demand for our settlement
services products within our Mortgage Solutions business and increased
postretirement employee benefit costs. We reclassified $13.2 million and
$5.4 million of selling, general and administrative expense during the
twelve months ended December 31, 2008 and 2007, respectively, to cost of
services to conform to the current period presentation.
Cost of
services in 2008 increased, as compared to 2007, mainly as a result of our
acquisition of TALX, which contributed $38.3 million of incremental cost
period-over-period, as well as increased production and salary costs related to
growth in our Latin America operations. These increases were partially offset by
declining costs due to decreased revenue and expense efficiency initiatives in
USCIS.
Selling, General
and Administrative Expenses. Selling, general and
administrative expenses for 2009 decreased $20.4 million when compared to
2008. Of this decline, $12.7 million resulted from foreign currency
translation. The remaining decrease was primarily due to reduced legal expenses,
lower technology and occupancy costs and reduced personnel and incentive costs
due to the 2008 and 2009 headcount reductions, partially offset by a
$10.4 million increase in restructuring charges in 2009, increased
advertising and insurance costs and higher postretirement employee benefits
cost.
Selling,
general and administrative expense for 2008, as compared to 2007, increased
mainly as a result of our acquisition of TALX, which contributed
$39.2 million of incremental cost year-over-year. This increase was also
due to a $14.4 million charge recorded in the third quarter of 2008 related
to headcount reductions and certain contractual costs. These charges were
related to our business realignment to better support our strategic objectives
in the current economic environment. These increases were partially offset by
reduced personnel costs, incentive expenses and discretionary spending based on
actions taken as a response to the deteriorating U.S. economy in
2008.
Depreciation and
Amortization. Depreciation and amortization expense increased
$3.0 million over 2008. Excluding the positive foreign currency translation
impact of $2.6 million, depreciation and amortization expense increased
$5.6 million over the prior year. The increase is primarily due to our
fourth quarter 2009 acquisitions of IXI Corporation and Rapid Reporting
Verification Company which contributed $1.8 million of incremental
depreciation and amortization expense and the inclusion of a full year of
depreciation and amortization expense for our 2008 acquisitions, partially
offset by the absence of a $2.4 million software write-down charge
recognized in 2008.
The
increase in depreciation and amortization expense for 2008, as compared to 2007,
was primarily due to the inclusion of a full year of results from our
acquisition of TALX, which contributed $24.3 million of incremental
depreciation and amortization expense in 2008, and a $2.4 million software
write-down charge recorded in the third quarter of 2008 associated with our
business realignment.
4
For
additional information about our restructuring charges, see Note 10 of the
Notes to the Consolidated Financial Statements in this report.
Operating
Income and Operating Margin
Twelve
Months Ended December 31,
|
Change
|
|||||||||||||||||||||||||||
2009
vs. 2008
|
2008
vs. 2007
|
|||||||||||||||||||||||||||
Operating
Income and Operating Margin
|
2009
|
2008
|
2007
|
$
|
%
|
$
|
%
|
|||||||||||||||||||||
(Dollars
in millions)
|
||||||||||||||||||||||||||||
Consolidated
operating revenue
|
$ | 1,716.0 | $ | 1,813.6 | $ | 1,706.7 | $ | (97.6 | ) | -5 | % | $ | 106.9 | 6 | % | |||||||||||||
Consolidated
operating expenses
|
(1,334.2 | ) | (1,374.6 | ) | (1,261.7 | ) | 40.4 | -3 | % | (112.9 | ) | 9 | % | |||||||||||||||
Consolidated
operating income
|
$ | 381.8 | $ | 439.0 | $ | 445.0 | $ | (57.2 | ) | -13 | % | $ | (6.0 | ) | -1 | % | ||||||||||||
Consolidated
operating margin
|
22.2 | % | 24.2 | % | 26.1 | % |
-2.0
|
pts |
-1.9
|
pts |
The
decline in operating margin for 2009, as compared to 2008, was primarily due to
lower operating income in our USCIS, International and North America Personal
Solutions segments and $8.0 million of additional restructuring charges in
2009, partially offset by growth in our TALX operating income. The operating
income declines for the aforementioned segments are attributed to reductions in
revenue resulting from global economic weakness, partially offset by lower
operating expenses due to headcount reductions, reduced incentive costs and
lower technology outsourcing costs.
5
The
decline in the operating margin for 2008, as compared to 2007, mainly reflects
higher acquisition-related amortization expense, which increased
$20.9 million primarily due to our acquisition of TALX; the increase in
general corporate expense, which includes the $16.8 million restructuring
and asset write-down charges related to our business realignment recorded in the
third quarter of 2008; and the decrease in operating margin for our USCIS
business, as described in more detail below.
Other
Expense, Net
Twelve Months Ended December
31,
|
Change
|
|||||||||||||||||||||||||||
2009 vs. 2008
|
2008 vs. 2007
|
|||||||||||||||||||||||||||
Other Expense, Net
|
2009
|
2008
|
2007
|
$
|
%
|
$
|
%
|
|||||||||||||||||||||
(Dollars
in millions)
|
||||||||||||||||||||||||||||
Consolidated
interest expense
|
$ | 57.0 | $ | 71.3 | $ | 58.5 | $ | (14.3 | ) | -20 | % | $ | 12.8 | 22 | % | |||||||||||||
Consolidated
other income, net
|
(6.2 | ) | (6.2 | ) | (2.9 | ) | - | 0 | % | (3.3 | ) | 114 | % | |||||||||||||||
Consolidated
other expense, net
|
$ | 50.8 | $ | 65.1 | $ | 55.6 | $ | (14.3 | ) | -22 | % | $ | 9.5 | 17 | % | |||||||||||||
Average
cost of debt
|
4.8 | % | 5.3 | % | 6.1 | % | ||||||||||||||||||||||
Total
consolidated debt, net, at year end
|
$ | 1,174.1 | $ | 1,219.3 | $ | 1,387.3 | $ | (45.2 | ) | -4 | % | $ | (168.0 | ) | -12 | % |
The
decrease in other expense, net, for 2009, as compared to 2008, was primarily due
to lower interest rates on our floating rate debt, which drove the average cost
of our total debt from 5.3% in 2008 to 4.8% in 2009, as well as a reduced level
of debt outstanding during 2009. Our average debt balance fell to
$1.18 billion in 2009 from $1.34 billion in 2008. For additional
information about our debt agreements, see Note 4 of the Notes to the
Consolidated Financial Statements in this report. Other income, net, for 2009
primarily includes a $2.2 million mark-to-market adjustment on certain
insurance policies, a $1.1 million gain on our repurchase of
$7.5 million principal amount of our ten-year senior notes due 2017 and a
$1.3 million gain related to a litigation settlement.
The
increase in other expense, net, for 2008, as compared to the prior period, was
primarily due to increased interest expense driven by a higher level of debt
which was used to fund the acquisition of TALX in 2007 and our share repurchase
activity in both years. Our average debt balance rose to $1.34 billion in
2008 from $963.5 million in 2007. Other income, net, in 2008 includes a
$5.5 million gain on our repurchase of $20 million principal amount of
ten-year senior notes due 2017.
Income
Taxes
Twelve Months Ended December
31,
|
Change
|
|||||||||||||||||||||||||||
2009 vs. 2008
|
2008 vs. 2007
|
|||||||||||||||||||||||||||
Provision for Income Taxes
|
2009
|
2008
|
2007
|
$
|
%
|
$
|
%
|
|||||||||||||||||||||
(Dollars
in millions)
|
||||||||||||||||||||||||||||
Consolidated
provision for income taxes
|
$ | 106.6 | $ | 119.0 | $ | 136.7 | $ | (12.4 | ) | -10 | % | $ | (17.7 | ) | -13 | % | ||||||||||||
Effective
income tax rate
|
32.2 | % | 31.8 | % | 35.1 | % |
Our
effective income tax rate for 2009 was up slightly compared to 2008. The 2009
rate reflects the recognition of a $7.3 million income tax benefit in the
fourth quarter of 2009 related to our ability to utilize foreign tax credits
beyond 2009. Additionally, we recorded favorable discrete items in 2009 related
to foreign and state taxes and an investment loss in a subsidiary. With the
fourth quarter 2009 adjustments, we have recognized the benefit of foreign tax
credit carryforwards that would have reduced future tax expense. As a result, we
expect our effective tax rate in 2010 to increase to a range of 37% to
38%.
Our
effective income tax rate for 2008 was down from 2007, primarily due to the
recognition of a $14.6 million income tax benefit in the third quarter of
2008 related to the reversal of a reserve associated with our Brazilian
operations, for which the statute of limitations expired during that
quarter.
6
Net
Income
Twelve Months Ended December
31,
|
Change
|
|||||||||||||||||||||||||||
2009 vs. 2008
|
2008 vs. 2007
|
|||||||||||||||||||||||||||
Net Income
|
2009
|
2008
|
2007
|
$
|
%
|
$
|
%
|
|||||||||||||||||||||
(In
millions, except per share amounts)
|
||||||||||||||||||||||||||||
Consolidated
operating income
|
$ | 381.8 | $ | 439.0 | $ | 445.0 | $ | (57.2 | ) | -13 | % | $ | (6.0 | ) | -1 | % | ||||||||||||
Consolidated
other expense, net
|
(50.8 | ) | (65.1 | ) | (55.6 | ) | 14.3 | -22 | % | (9.5 | ) | 17 | % | |||||||||||||||
Consolidated
provision for income taxes
|
(106.6 | ) | (119.0 | ) | (136.7 | ) | 12.4 | -10 | % | 17.7 | -13 | % | ||||||||||||||||
Consolidated
net income from continuing operations
|
$ | 224.4 | $ | 254.9 | $ | 252.7 | $ | (30.5 | ) | -12 | % | $ | 2.2 | 1 | % | |||||||||||||
Discontinued
operations, net of tax
|
$ | 16.1 | $ | 24.1 | $ | 26.1 | $ | (8.0 | ) | -33 | % | $ | (2.0 | ) | -8 | % | ||||||||||||
Net
income attributable to noncontrolling interests
|
(6.6 | ) | (6.2 | ) | (6.1 | ) | (0.4 | ) | 6 | % | (0.1 | ) | 2 | % | ||||||||||||||
Net
income attributable to Equifax
|
$ | 233.9 | $ | 272.8 | $ | 272.7 | $ | (38.9 | ) | -14 | % | $ | 0.1 | 0 | % | |||||||||||||
Diluted
earnings per common share
|
||||||||||||||||||||||||||||
Net
income from continuing operations attributable to Equifax
|
$ | 1.70 | $ | 1.91 | $ | 1.83 | $ | (0.21 | ) | -11 | % | $ | 0.08 | 4 | % | |||||||||||||
Discontinued
operations attributable to Equifax
|
0.13 | 0.18 | 0.19 | $ | (0.05 | ) | -28 | % | $ | (0.01 | ) | -5 | % | |||||||||||||||
Net
income attributable to Equifax
|
$ | 1.83 | $ | 2.09 | $ | 2.02 | $ | (0.26 | ) | -12 | % | $ | 0.07 | 3 | % | |||||||||||||
Weighted-average
shares used in computing
|
||||||||||||||||||||||||||||
diluted
earnings per share
|
127.9 | 130.4 | 135.1 |
The
decrease in net income for 2009, as compared to 2008, was a function of lower
operating income in three of our five businesses and $8.0 million of
additional restructuring charges in 2009, partially offset by increased income
from our TALX and North America Commercial Solutions segments and lower interest
expense.
Net
income for 2008, as compared to 2007, was flat as contribution from TALX since
its acquisition in May 2007, growth in operating income for International, North
America Personal Solutions and North America Commercial Solutions, and lower
income tax expense were offset by higher general corporate expense, which
includes the aforementioned restructuring and asset write-down charges recorded
in 2008, lower operating income for our USCIS businesses and higher interest
expense. Our 2008 earnings per share, as compared to 2007, was positively
impacted by the reduction in our weighted-average shares outstanding resulting
from the repurchase of 4.5 million shares in 2008.
In the
second quarter of 2010, we sold our Equifax Enabling Technologies LLC legal
entity, consisting of our APPRO loan origination software (“APPRO”). On July 1,
2010, we sold the assets of our Direct Marketing Services division
(“DMS”). These businesses are reflected as discontinued
operations. For 2009 and 2008, as compared to the prior year periods,
discontinued operations declined primarily due to reduced mailing volumes for
existing customers reflecting the slowdown in retail sales and the marketing
campaigns of many retailers, as well as changes to a contract with a large
marketing services reseller.
Segment
Financial Results
U.S.
Consumer Information Solutions
Twelve
Months Ended December 31,
|
Change
|
|||||||||||||||||||||||||||
2009
vs. 2008
|
2008
vs. 2007
|
|||||||||||||||||||||||||||
U.S.
Consumer Information Solutions
|
2009
|
2008
|
2007
|
$
|
%
|
$
|
%
|
|||||||||||||||||||||
(Dollars
in millions)
|
||||||||||||||||||||||||||||
Operating
revenue:
|
||||||||||||||||||||||||||||
Online
Consumer Information Solutions
|
$ | 501.4 | $ | 566.5 | $ | 610.9 | $ | (65.1 | ) | -11 | % | $ | (44.4 | ) | -7 | % | ||||||||||||
Mortgage
Solutions
|
99.5 | 70.2 | 66.1 | 29.3 | 42 | % | 4.1 | 6 | % | |||||||||||||||||||
Consumer
Financial Marketing Services
|
111.3 | 132.0 | 156.4 | (20.7 | ) | -16 | % | (24.4 | ) | -16 | % | |||||||||||||||||
Total
operating revenue
|
$ | 712.2 | $ | 768.7 | $ | 833.4 | $ | (56.5 | ) | -7 | % | $ | (64.7 | ) | -8 | % | ||||||||||||
% of
consolidated revenue
|
41 | % | 42 | % | 49 | % | ||||||||||||||||||||||
Total
operating income
|
$ | 259.4 | $ | 298.9 | $ | 342.3 | $ | (39.5 | ) | -13 | % | $ | (43.4 | ) | -13 | % | ||||||||||||
Operating
margin
|
36.4 | % | 38.9 | % | 41.0 | % |
-2.5
|
pts |
|
-2.1
|
pts |
The
decreases in revenue and operating margin for 2009 and 2008, as compared to the
prior year periods, were mainly due to continued weakness in the U.S. credit and
retail economy, offset by growth in the Mortgage Solutions business due to
increased activity associated with our settlement services products and
increased mortgage refinancing activity in 2009.
7
OCIS. Revenue
for 2009, as compared to the prior year, declined primarily due to a reduction
of online credit decision transaction volume as consumer lending activity was
lower than a year ago. The 18% decline in volume for 2009, from the prior year,
was partially offset by a 4% increase in average revenue per transaction. This
increase was attributable to a disproportionate decline in volume from large
national accounts which are generally billed at a lower average price per
transaction. For 2008, as compared to 2007, revenue declined primarily due to a
7% reduction of online credit decision transaction volume resulting from the
weakness of the U.S. economy.
Mortgage
Solutions. The 2009 increase in revenue, as compared to 2008,
is due to increased activity associated with growth in demand for our settlement
services products which resulted in increased revenue of $16.5 million over
2008, higher volumes of mortgage credit reporting related to increased refinance
activity and incremental revenue from our acquisition of certain assets of a
small mortgage credit reporting reseller. For 2008, as compared to 2007, revenue
grew due to a four-fold increase in activity associated with our settlement
services products and incremental revenue from our acquisition of certain assets
of FIS Credit Services, Inc. in February 2008. These increases were
partially offset by continued weakness in the U.S. housing market, which led to
reduced transaction volumes from our existing mortgage customer
base.
Consumer
Financial Marketing Services. Revenue decreased in 2009 as
compared to 2008. As banks and other market participants reassess current credit
conditions and selectively test new marketing approaches, prescreen volumes and
pricing for portfolio management services have declined in what remains a highly
competitive market. This decline was partially offset by approximately
$6 million of incremental revenue from our acquisition of IXI Corporation
in October 2009. For 2008, as compared to the prior year, revenue declined due
to volume decreases from our existing customer base, primarily due to lower
revenue associated with new account acquisition services as financial
institutions scaled back significantly on new marketing and extension of credit.
These declines were partially offset by a continued increase in revenue related
to customer portfolio management services used by institutions to manage and
sustain existing customers. Our financial services customers began increased
usage of our portfolio management services in 2007 and less usage of prescreen
services, which reflects a continuing trend towards the enhanced management of
their existing customer portfolios as opposed to new account
acquisitions.
U.S. Consumer
Information Solutions Operating Margin. Operating margin
decreased for 2009, as compared to 2008, mainly due to revenue declines
described above in our OCIS and Consumer Financial Marketing Services
businesses. Our operating expenses generally do not decline at the same rate as
our revenue due to a high portion of costs that are fixed rather than variable
in the short term. The overall decline in revenue was partially offset by lower
personnel costs due to headcount reductions, process efficiencies and lower
technology outsourcing costs. The increases in revenue from our core mortgage
and settlement services products also contributed to the USCIS margin decline as
these products have higher variable costs and lower margins than traditional
online database products. Recognizing the continuing impact of current economic
conditions, management has taken and is continuing to take steps to streamline
operations and increase efficiency in order to minimize the negative effect on
operating margins of any continued decreases in revenue.
Operating
margin decreased for 2008, as compared to 2007, mainly due to the decline in
revenue described above. With a high portion of fixed costs, USCIS operating
expenses generally do not decline at the same rate as our revenue. The decline
in revenue was partially offset by lower production and royalty costs due to a
decrease in volume, as well as the impact of cost saving
initiatives.
8
International
International
|
Twelve Months Ended December 31,
|
Change
|
||||||||||||||||||||||||||
2009
vs. 2008
|
2008
vs. 2007
|
|||||||||||||||||||||||||||
(Dollars
in millions)
|
2009
|
2008
|
2007
|
$
|
%
|
$
|
%
|
|||||||||||||||||||||
Operating
revenue:
|
||||||||||||||||||||||||||||
Europe
|
$ | 138.4 | $ | 175.0 | $ | 183.8 | $ | (36.6 | ) | (21 | )% | $ | (8.8 | ) | (5 | )% | ||||||||||||
Latin
America
|
200.4 | 219.9 | 182.5 | (19.5 | ) | (9 | )% | 37.4 | 20 | % | ||||||||||||||||||
Canada
Consumer
|
99.8 | 110.8 | 106.5 | (11.0 | ) | (10 | )% | 4.3 | 4 | % | ||||||||||||||||||
Total
operating revenue
|
$ | 438.6 | $ | 505.7 | $ | 472.8 | $ | (67.1 | ) | (13 | )% | $ | 32.9 | 7 | % | |||||||||||||
%
of consolidated revenue
|
26 | % | 28 | % | 28 | % | ||||||||||||||||||||||
Total
operating income
|
$ | 118.9 | $ | 149.9 | $ | 141.1 | $ | (31.0 | ) | (21 | )% | $ | 8.8 | 6 | % | |||||||||||||
Operating
margin
|
27.1 | % | 29.6 | % | 29.8 | % |
(2.5
|
) pts |
(0.2
|
) pts |
For 2009,
as compared to 2008, revenue decreased primarily due to the negative impact of
foreign currency translation and secondarily due to global economic weakness
affecting several of our larger international country operations. Local currency
fluctuation against the U.S. dollar negatively impacted our 2009 International
revenue by $47.2 million, or 9%. In local currency, 2009 revenue was down
4%, as compared to the same period a year ago. For 2008, as compared to 2007,
revenue increased primarily due to growth in Latin America and Canada, offset by
a decline in Europe due to weakness in the U.K. economy. Local currency
fluctuation against the U.S. dollar minimally impacted our International revenue
in 2008. In local currency, revenue was up 7% in 2008, when compared to the
prior year.
Europe. The
decline in revenue for 2009, as compared to the prior year, was partially due to
the unfavorable foreign currency impact of $21.3 million, or 12%. In local
currency, revenue declined 9% for 2009, as compared to the same period in 2008.
The local currency declines were due to decreased volume in the U.K. caused by
weakness in the U.K. economy affecting customer demand, which was partially
offset by higher volumes and new customers for our online services and new
collections products in Spain and Portugal. The decrease in revenue for 2008, as
compared to 2007, was primarily due to the impact of foreign currency. Local
currency fluctuation against the U.S. dollar negatively impacted Europe revenue
by $8.4 million, or 5%, for 2008, when compared to 2007. Growth in the U.K.
in the first half of 2008 was offset by declines in revenue, when compared to
2007, in the last six months of 2008 attributable to the weakening U.K.
economy.
Latin
America. Revenue declined for 2009, as compared to the prior
year, due to the unfavorable foreign currency impact of $18.9 million, or
9%. In local currency, 2009 revenue was approximately flat when compared to
2008. Local currency revenue declines in Brazil and Chile were offset by
increased revenue in our other Latin American geographies resulting from
increased volumes for our collection services and decisioning technology
products. The revenue declines in Brazil and Chile were mainly due to lower
volumes related to our online solutions, marketing products and decisioning
technologies, resulting primarily from competitive factors in these
geographies.
For 2008,
as compared to 2007, increased revenue was driven by double-digit growth in all
countries in which we operate. Local currency fluctuation against the U.S.
dollar favorably impacted Latin America revenue growth by $9.3 million, or
5%, for 2008, when compared to 2007, as revenue in local currency grew 15%, when
comparing these periods. This broad-based revenue growth was primarily due to
higher volumes related to our online solutions, decisioning technologies and
marketing products, as well as a new contract in Brazil to provide data to a
large regional consumer services data provider. The increases were also impacted
by acquisitions of several small businesses in Argentina, Brazil, Chile, Ecuador
and El Salvador during 2008.
Canada
Consumer. The decline in revenue for 2009, as compared to the
prior year, was partially due to an unfavorable foreign currency impact of
$7.0 million, or 6%. In local currency, revenue declined 4% for 2009, as
compared to 2008. The decline in local currency was due to lower volumes related
to our online solutions and marketing products resulting from weakness in the
economy, partially offset by increased volumes for our analytical and
decisioning technology products. For 2008, as compared to 2007, revenue growth
was driven by higher prices and volume related to our marketing services and
technology products. Local currency fluctuation against the U.S. dollar
favorably impacted revenue growth by $1.2 million, or 1%, and revenue in
local currency grew 3% for 2008, as compared to 2007. Although revenue increased
year over year, revenue growth during the first nine months of 2008 was
partially offset by weakness in the fourth quarter revenue due to the stronger
U.S. dollar and deteriorating conditions in the Canadian
economy.
9
International
Operating Margin. Operating margin decreased for 2009, as
compared to 2008, due to the revenue declines discussed above. Operating
expenses decreased 1% for 2009, in local currency, when compared to 2008.
Operating margin for 2008 was relatively flat at 29.6%, when compared to 2007 as
operating expenses for the overall International business were generally
maintained in line with revenue.
TALX
TALX
|
Twelve Months Ended December 31,
|
Change
|
||||||||||||||||||||||||||
2009
vs. 2008
|
2008
vs. 2007
|
|||||||||||||||||||||||||||
(Dollars
in millions)
|
2009
|
2008
|
2007
|
$
|
%
|
$
|
%
|
|||||||||||||||||||||
Operating
Revenue:
|
||||||||||||||||||||||||||||
The
Work Number
|
$ | 158.2 | $ | 131.9 | $ | 72.6 | $ | 26.3 | 20 | % | $ | 59.3 | 82 | % | ||||||||||||||
Tax
and Talent Management
|
188.2 | 173.2 | 106.8 | 15.0 | 9 | % | 66.4 | 62 | % | |||||||||||||||||||
Total
operating revenue
|
$ | 346.4 | $ | 305.1 | $ | 179.4 | $ | 41.3 | 14 | % | $ | 125.7 | 70 | % | ||||||||||||||
%
of consolidated revenue
|
20 | % | 16 | % | 10 | % | ||||||||||||||||||||||
Total
operating income
|
$ | 75.4 | $ | 53.1 | $ | 29.3 | $ | 22.3 | 42 | % | $ | 23.8 | 81 | % | ||||||||||||||
Operating
margin
|
21.8 | % | 17.4 | % | 16.3 | % |
4.4
|
pts |
1.1
|
pts |
The Work
Number. Revenue increased in 2009, as compared to 2008, due to
the increased volumes of verifications of consumer employment from government
service agencies, who use our services to approve benefits to consumers under
certain government programs, and verifications of employment and income by
financial institutions, who confirm consumer data for use in underwriting
decisions. Our acquisition of Rapid Reporting Verification Company in November
2009 provided approximately $5 million of incremental revenue. The
financial results of TALX’s operations are included in our Consolidated
Financial Statements beginning on May 15, 2007, resulting in a partial
period for 2007. This is the primary reason for the significant increase in
revenue for 2008, as compared to 2007.
Tax and Talent
Management Services. The increase in revenue during 2009, as
compared to 2008, resulted from growth in our Tax Management Services business
driven primarily by increased unemployment compensation claims activity due to
the high levels of unemployment in the U.S., partially offset by declines in
volume from our Talent Management Services business during the first half of the
year, as demand was negatively impacted by reduced hiring activity by employers,
particularly governmental agencies who are key clients, caused by the weakened
economy and budgetary pressures. The significant increase in revenue for 2008,
as compared to 2007, is primarily due to the partial reporting period for 2007
as results were included subsequent to the May 15, 2007 acquisition
date.
TALX Operating
Margin. Operating margin increased for 2009, as compared to
2008, due to continued revenue growth, while operating expenses grew at a slower
rate due to the leveraging of certain fixed operational and overhead costs and
certain operating process efficiencies.
North
America Personal Solutions
North
America Personal Solutions
|
Twelve Months Ended December 31,
|
Change
|
||||||||||||||||||||||||||
2009 vs. 2008
|
2008 vs. 2007
|
|||||||||||||||||||||||||||
(Dollars
in millions)
|
2009
|
2008
|
2007
|
$
|
%
|
$
|
%
|
|||||||||||||||||||||
Total
operating revenue
|
$ | 149.0 | $ | 162.6 | $ | 153.5 | $ | (13.6 | ) | (8 | )% | $ | 9.1 | 6 | % | |||||||||||||
%
of consolidated revenue
|
9 | % | 9 | % | 9 | % | ||||||||||||||||||||||
Total
operating income
|
$ | 34.3 | $ | 46.3 | $ | 34.0 | $ | (12.0 | ) | (26 | )% | $ | 12.3 | 36 | % | |||||||||||||
Operating
margin
|
23.0 | % | 28.4 | % | 22.1 | % |
(5.4
|
) pts |
6.3
|
pts |
10
Revenue
declined for 2009, as compared to 2008, primarily due to lower transaction
sales, as a result of lower levels of new consumer credit activity, and lower
corporate data breach revenues. These declines were partially offset by direct
to consumer, Equifax-branded subscription service revenue, which was up 4% for
2009, as compared to the prior year, driven by higher new sales and higher
average revenue per subscription, reflecting additional features in the Equifax
offering. Total subscription customers, including direct to consumer
Equifax-branded services and subscriptions related to data breach offers, were
1.0 million at December 31, 2009. The operating margin decline in
2009, as compared to the prior year, was primarily due to the revenue decline
discussed above, as well as increased advertising expenses, as the Company
introduced a 2009 television advertising program in order to increase direct
subscription sales.
For 2008,
as compared to 2007, revenue increased primarily due to higher subscription
revenue associated with our 3-in-1 Monitoring, ScoreWatch, CreditWatch, ID
Patrol and Credit Report Control products, partially offset by declines in
transaction revenue and breach revenue. Although revenue increased year over
year, revenue growth during the first nine months of 2008 was partially offset
by a 3% decline in fourth quarter revenue due to lower breach, partner and
transaction-based revenue caused in part by the weakness in the U.S. economy.
Total subscription customers were 1.2 million at December 31, 2008.
The increase in operating margin in 2008 is mainly due to continued
subscription-based revenue growth and reduced operating expenses driven by
reduced customer support costs, when compared to 2007.
North
America Commercial Solutions
North
America Commercial Solutions
|
Twelve Months Ended December 31,
|
Change
|
||||||||||||||||||||||||||
2009
vs. 2008
|
2008
vs. 2007
|
|||||||||||||||||||||||||||
(Dollars
in millions)
|
2009
|
2008
|
2007
|
$
|
%
|
$
|
%
|
|||||||||||||||||||||
Total
operating revenue
|
$ | 69.8 | $ | 71.5 | $ | 67.6 | $ | (1.7 | ) | (2 | )% | $ | 3.9 | 6 | % | |||||||||||||
%
of consolidated revenue
|
4 | % | 4 | % | 4 | % | ||||||||||||||||||||||
Total
operating income
|
$ | 15.1 | $ | 13.6 | $ | 12.0 | $ | 1.5 | 11 | % | $ | 1.6 | 13 | % | ||||||||||||||
Operating
margin
|
21.7 | % | 19.0 | % | 17.7 | % |
2.7
|
pts |
1.3
|
pts |
Revenue
declined for 2009, as compared to the prior year, due to the unfavorable impact
of changes in the U.S. — Canadian foreign exchange rate of
$1.7 million, or 2%. In local currency, 2009 revenue was flat when compared
to 2008. Revenue declines in the U.S. and Canadian risk and marketing service
revenues attributed to weakness in the U.S. and Canadian economies were offset
by increased revenue from our data management products. Online transaction
volume for U.S. commercial credit information products decreased 21% for 2009,
as compared to the prior year, due to a slowdown in loan origination to small
businesses. Operating margin increased for 2009, as compared to 2008, mainly due
to reduced operating expenses resulting from lower personnel costs and
discretionary expenses.
For 2008,
as compared to 2007, revenue increased mainly due to higher sales volume for
products in our U.S. Commercial business, as well as $0.3 million, or 1%,
of favorable foreign currency impact. Although revenue increased year over year,
revenue grew at low double digit rates during the first half of the year, but
was essentially flat with the prior year in local currency due to increasing
weakness in the U.S. and Canadian economies in the second half of the year.
Online transaction volume for U.S. commercial credit information products
increased to 4.9 million during 2008, up 4% from 2007. For 2008, as
compared to 2007, operating margin increased primarily due to revenue growth in
our U.S. Commercial business partially offset by increased personnel and
software costs as we continued to invest for growth.
General
Corporate Expense
General
Corporate Expense
|
Twelve Months Ended December 31,
|
Change
|
||||||||||||||||||||||||||
2009
vs. 2008
|
2008
vs. 2007
|
|||||||||||||||||||||||||||
(Dollars
in millions)
|
2009
|
2008
|
2007
|
$
|
%
|
$
|
|
%
|
||||||||||||||||||||
General
corporate expense
|
$ | 121.3 | $ | 122.8 | $ | 113.7 | $ | (1.5 | ) | (1 | )% | $ | 9.1 | 8 | % |
11
Our
general corporate expenses are costs that are incurred at the corporate level
and include those expenses impacted by corporate direction, such as shared
services, administrative, legal, equity compensation costs and restructuring
expenses. General corporate expenses decreased slightly for 2009, as compared to
2008, primarily as a result of reduced incentive costs, lower legal and
professional fees and reduced occupancy costs. This was partially offset by
$8.0 million of additional restructuring charges recorded during 2009, as
well as increased insurance costs. Total 2009 restructuring charges of
$24.8 million related primarily to headcount reductions, of
which $4.1 million were related to discontinued operations.
General
corporate expenses for 2008, as compared to 2007, increased primarily as a
result of a $16.8 million restructuring and asset write-down charge during
2008, which consisted of a $10.3 million charge related to headcount
reductions, of which
$0.8 million related to discontinued operations, a $4.1 million
charge associated with certain contractual costs and a $2.4 million
software write-down charge, all related to our business realignment. This
increase was partially offset by reduced incentive costs, litigation and payroll
tax.
LIQUIDITY
AND FINANCIAL CONDITION
Management
assesses liquidity in terms of our ability to generate cash to fund operating,
investing and financing activities. We continue to generate substantial cash
from operating activities and remain in a strong financial position, with
resources available for reinvestment in existing businesses, strategic
acquisitions and managing our capital structure to meet short- and long-term
objectives.
Sources
and Uses of Cash
Funds
generated by operating activities and our credit facilities continue to be our
most significant sources of liquidity. We believe that funds generated from
expected results of operations will be sufficient to finance our anticipated
working capital and other cash requirements (such as capital expenditures,
interest payments, potential pension funding contributions, dividend payments
and stock repurchases, if any) for the foreseeable future. Since the beginning
of 2009, credit market conditions have improved and we have primarily shifted
our short-term borrowings to our commercial paper program. In the event that
credit market conditions were to deteriorate, we would rely more heavily on
borrowings as needed under our Senior Credit Facility described below. At
December 31, 2009, $707.5 million was available to borrow under our
Senior Credit Facility. Our Senior Credit Facility does not include a provision
under which lenders could refuse to allow us to borrow under this facility in
the event of a material adverse change in our financial condition, as long as we
are in compliance with the covenants contained in the lending
agreement.
Information
about our cash flows, by category, is presented in the consolidated statement of
cash flows. The following table summarizes our cash flows for the twelve months
ended December 31, 2009, 2008 and 2007:
Net
cash provided by (used in):
|
Twelve Months Ended December 31,
|
Change
|
||||||||||||||||||||||||||
2009
vs. 2008
|
2008
vs. 2007
|
|||||||||||||||||||||||||||
(Dollars
in millions)
|
2009
|
2008
|
2007
|
$
|
%
|
$
|
%
|
|||||||||||||||||||||
Operating
activities
|
$ | 418.4 | $ | 448.1 | $ | 453.5 | $ | (29.7 | ) | (7 | )% | $ | (5.4 | ) | (1 | )% | ||||||||||||
Investing
activities
|
$ | (270.1 | ) | $ | (141.6 | ) | $ | (422.3 | ) | $ | (128.5 | ) |
nm
|
$ | 280.7 |
nm
|
||||||||||||
Financing
activities
|
$ | (108.3 | ) | $ | (319.1 | ) | $ | (21.2 | ) | $ | 210.8 |
nm
|
$ | (297.9 | ) |
nm
|
nm —
not meaningful
Operating
Activities
The
decrease in operating cash flow for 2009 was primarily driven by
$38.5 million of lower consolidated net income described above and
$29.3 million of pension contributions in 2009 with no similar payments
made in 2008. These items were partially offset by year to year increases in
operating liabilities as reduced levels of accruals in 2008 did not
recur.
12
Cash
provided by operations in 2008 of $448.1 million was 1% less than in 2007.
Although 2008 consolidated net income was flat when compared to 2007, higher
depreciation and amortization expense and improved accounts receivable
collections were offset by year to year reductions in operating
liabilities.
Fund Transfer
Limitations. The ability of certain of our subsidiaries and
associated companies to transfer funds to us is limited, in some cases, by
certain restrictions imposed by foreign governments; these restrictions do not,
individually or in the aggregate, materially limit our ability to service our
indebtedness, meet our current obligations or pay dividends.
Investing
Activities
Net
cash used in:
|
Twelve Months Ended December 31,
|
Change
|
||||||||||||||||||
(Dollars
in millions)
|
2009
|
2008
|
2007
|
2009
vs. 2008
|
2008
vs. 2007
|
|||||||||||||||
Capital
expenditures
|
$ | 70.7 | $ | 110.5 | $ | 118.5 | $ | (39.8 | ) | $ | (8.0 | ) |
Our
capital expenditures are used for developing, enhancing and deploying new and
existing software in support of our expanding product set, replacing or adding
equipment, updating systems for regulatory compliance, the licensing of software
applications and investing in system reliability, security and disaster recovery
enhancements. During 2007, our capital expenditures included the purchase of our
data center facility in Atlanta, Georgia, for cash consideration of
approximately $30 million, as well as the assumption of the prior owner’s
$12.5 million mortgage obligation due in 2012, and improvements made to
this facility. Capital expenditures in 2008 continued to be higher than the
periods prior to 2007 due to additional improvements to our data center. Capital
expenditures in 2009 were less than 2008, as data center infrastructure
improvements were substantially completed in 2008. We expect capital
expenditures in 2010 to be in the range of $75 million to
$100 million, as we continue to invest for growth.
On
February 27, 2009, we notified the lessor of our headquarters building in
Atlanta, Georgia, that we intend to exercise our purchase option in accordance
with the lease terms. By making this notification, we committed to purchase the
building for $29.0 million on February 26, 2010. The exercise of our
purchase option caused us to account for this lease obligation as a capital
lease. We have recorded the building and the related obligation on our
Consolidated Balance Sheets at December 31, 2009. For additional
information regarding our headquarters building lease, see Note 5 of the
Notes to the Consolidated Financial Statements in this report.
13
Acquisitions
and Investments
Net
cash used in:
|
Twelve Months Ended December 31,
|
Change
|
||||||||||||||||||
(Dollars
in millions)
|
2009
|
2008
|
2007
|
2009 vs. 2008
|
2008 vs. 2007
|
|||||||||||||||
Acquisitions,
net of cash acquired
|
$ | 196.0 | $ | 27.4 | $ | 303.8 | $ | 168.6 | $ | (276.4 | ) | |||||||||
Investment
in unconsolidated affiliates
|
$ | 3.4 | $ | 3.7 | $ | — | $ | (0.3 | ) | $ | 3.7 |
2009 Acquisitions
and Investments. On December 23, 2009, as a part of our
long-term growth strategy of expanding into emerging markets, we formed a joint
venture, Equifax Credit Information Services Private Limited, or ECIS, to
provide a broad range of credit data and information solutions in India. This
joint venture is pending regulatory approval. We paid cash consideration of
$5.2 million for our 49 percent equity interest in ECIS.
On
November 2, 2009, to further enhance our income and identity verification
service offerings, we acquired Rapid Reporting Verification Company, a provider
of IRS tax transcript information and social security number authentication
services, for $72.5 million. The results of this acquisition have been
included in our TALX operating segment subsequent to the
acquisition.
On
October 27, 2009, we acquired IXI Corporation, a provider of consumer
wealth and asset data, for $124.0 million. This acquisition enables us to
offer more differentiated and in-depth consumer income, wealth and other data to
help our clients improve their marketing, collections, portfolio management and
customer management efforts across different product segments. The results of
this acquisition have been included in our U.S. Consumer Information Solutions
operating segment subsequent to the acquisition date.
We
financed these purchases through borrowings under our Senior Credit Facility,
which were subsequently refinanced through the issuance in November 2009 of our
4.45%, five-year unsecured Senior Notes. The 4.45% Senior Notes are further
described in Note 4 of the Notes to the Consolidated Financial Statements
in this report.
On
August 12, 2009, in order to enhance our Mortgage Solutions business market
share, we acquired certain assets and specified liabilities of a small mortgage
credit reporting reseller for cash consideration of $3.8 million. The
results of this acquisition have been included in our U.S. Consumer Information
Solutions segment subsequent to the acquisition date.
2008 Acquisitions
and Investments. To further enhance our market share and grow
our credit data business, during the twelve months ended December 31, 2008,
we completed nine acquisitions and investments in a number of small businesses
totaling $27.4 million, net of cash acquired. Six of the transactions were
in our International segment, two within our U.S. Consumer Information Solutions
segment and one within our TALX segment. We recorded a $6.0 million
liability at December 31, 2009, with a corresponding adjustment to
goodwill, for the contingent earn-out payment associated with the acquired
company within the TALX segment. The earn-out payment was measured on the
completion of 2009 revenue targets and will be paid in 2010.
On
June 30, 2008, as a part of our long-term growth strategy of entering new
geographies, we acquired a 28 percent equity interest in Global Payments
Credit Services LLC, or GPCS, a credit information company in Russia,
for cash consideration of $4.4 million, which is now doing business as
Equifax Credit Services, LLC in Russia. Under our shareholders’ agreement,
we have the option to acquire up to an additional 22 percent interest
in GPCS between 2011 and 2013 for cash consideration based on a formula for
determining equity value of the business and the assumption of certain debt,
subject to satisfaction of certain conditions.
14
2007
Acquisitions. On May 15, 2007, we acquired all the outstanding
shares of TALX. Under the terms of the transaction, we issued 20.6 million
shares of Equifax treasury stock and 1.9 million fully-vested options to
purchase Equifax common stock, and paid approximately $288.1 million in
cash, net of cash acquired. We also assumed TALX’s outstanding debt, which had a
fair value totaling $177.6 million at May 15, 2007. We financed the
cash portion of the acquisition and $96.6 million outstanding on the TALX
revolving credit facility at the date of acquisition initially with borrowings
under our Senior Credit Facility, and subsequently refinanced this debt in the
second quarter of 2007 with ten- and thirty-year notes. Subsequent to the date
of the acquisition in 2007, we paid $4.1 million to the former owners of a
company purchased by TALX pursuant to an earn-out agreement.
On
October 19, 2007, in order to continue to grow our credit data business,
our Peruvian subsidiary purchased 100% of the stock of a credit reporting
business located in Peru for cash consideration of approximately
$8.0 million.
For
additional information about our acquisitions, see Note 2 of the Notes to
Consolidated Financial Statements in this report.
Financing
Activities
Net cash provided by (used in):
|
Twelve Months Ended December 31,
|
Change
|
||||||||||||||||||
(Dollars in millions)
|
2009
|
2008
|
2007
|
2009 vs. 2008
|
2008 vs. 2007
|
|||||||||||||||
Net
short-term borrowings (repayments)
|
$ | 101.8 | $ | (184.8 | ) | $ | 139.7 | $ | 286.6 | $ | (324.5 | ) | ||||||||
Net
(repayments) borrowings under long-term revolving credit
facilities
|
$ | (415.2 | ) | $ | 45.0 | $ | 253.4 | $ | (460.2 | ) | $ | (208.4 | ) | |||||||
Payments
on long-term debt
|
$ | (31.8 | ) | $ | (17.8 | ) | $ | (250.0 | ) | $ | (14.0 | ) | $ | 232.2 | ||||||
Proceeds
from issuance of long-term debt
|
$ | 274.4 | $ | 2.3 | $ | 545.7 | $ | 272.1 | $ | (543.4 | ) |
Credit Facility
Availability. Our principal unsecured revolving credit facility
with a group of banks, which we refer to as the Senior Credit Facility, permits
us to borrow up to $850.0 million through July 2011. The Senior Credit
Facility may be used for general corporate purposes. Availability of the Senior
Credit Facility for borrowings is reduced by the outstanding face amount of any
letters of credit issued under the facility and, pursuant to our existing Board
of Directors authorization, by the outstanding principal amount of our
commercial paper notes, or CP. We currently intend to renew the Senior Credit
Facility on or prior to its maturity date. Due to current tight conditions in
the credit markets, we expect to face increased borrowing spreads as well as
market trends of higher bank fees in connection with this renewal.
Our
$850.0 million CP program has been established to allow for borrowing
through the private placement of CP with maturities ranging from overnight to
397 days. We may use the proceeds of CP for general corporate
purposes.
In June
2009, we amended our 364-day revolving credit agreement with a Canadian bank
(our Canadian Credit Facility), to reduce the borrowing limit from
C$40.0 million to C$20.0 million (denominated in Canadian dollars) and
extending its maturity through June 2010. Borrowings may be used for general
corporate purposes.
At
December 31, 2009, there was outstanding $4.8 million under the Senior
Credit Facility, which is included in long-term debt on our Consolidated Balance
Sheet; $135.0 million in CP; and no amounts under our Canadian Credit
Facility. The weighted-average interest rate on our CP, all with maturities less
than 90 days, was 0.4% per annum. At December 31, 2009, a total of
$726.7 million was available under our committed credit
facilities.
At
December 31, 2009, approximately 66% of our debt was fixed-rate debt and
34% was effectively variable-rate debt. Our variable-rate debt, consisting of
CP, borrowings under our credit facilities and our five-year senior notes due
2014 (against which we have executed interest rate swaps to convert interest
expense from fixed rates to floating rates), generally bears interest based on a
specified margin plus a base rate (LIBOR) or on CP rates for investment grade
issuers. The interest rates reset periodically, depending on the terms of the
respective financing arrangements. At December 31, 2009, interest rates on
our variable-rate debt ranged from 0.3% to 2.0%.
15
Borrowing and
Repayment Activity. Net short-term borrowings (repayments)
primarily represent activity under our CP program, as well as activity under our
Canadian short-term revolving credit agreement. Net (repayments) borrowings
under long-term revolving credit facilities relates to activity on our Senior
Credit Facility. We primarily borrow under our CP program, when
available.
The
increase in net short-term borrowings (repayments) in 2009 primarily reflects
the net issuance of $132.0 million of CP notes since December 31,
2008, offset by the repayment of $25.8 million under our Canadian Credit
Facility. In 2008, the activity in this balance primarily reflects the net
repayment of $216.5 million of the balance outstanding on our CP notes at
December 31, 2007, offset by the increase of $25.8 million in
borrowings under our Canadian Credit Facility. In 2007, net borrowing activity
under our CP program was partially offset by net repayments under our trade
receivables-backed revolving credit facility, which we elected to terminate on
November 29, 2007.
The
increase in net (repayments) borrowings for 2009 under long-term revolving
credit facilities represents the repayment of borrowings outstanding at December
31, 2008, under our Senior Credit Facility as we increased our use of CP to fund
our capital needs. In 2008, the net borrowing activity under long-term revolving
credit facilities primarily represents our pay down of $216.5 million of CP
outstanding at December 31, 2007 from cash from operations and borrowings under
our Senior Credit Facility to lower the average cost of our debt and due to the
adverse conditions in the CP market. In 2007, the net borrowing activity under
long-term revolving credit facilities primarily represents our refinancing of
the $250.0 million principal amount relating to our 4.95% senior notes which
matured in November 2007.
In 2009,
we purchased $7.5 million principal amount of our outstanding ten-year senior
notes due 2017 for $6.3 million and $25.0 million principal amount of our
outstanding debentures due 2028 for $25.1 million. During 2008, we purchased
$20.0 million principal amount of the ten-year senior notes due 2017 for $14.3
million.
On
November 4, 2009, we issued $275.0 million principal amount of 4.45%,
five-year senior notes in an underwritten public offering. We used the net
proceeds from the sale of the senior notes to repay amounts outstanding under
our CP program, a portion of which was used to finance our fourth quarter 2009
acquisitions. In conjunction with our 2009 sale of five-year senior notes, we
entered into five-year interest rate swaps, designated as fair value hedges,
which convert the debt’s fixed interest rate to a variable rate.
On
June 28, 2007, we issued $300.0 million principal amount of 6.3%,
ten-year senior notes and $250.0 million principal amount of 7.0%,
thirty-year senior notes in underwritten public offerings. We used a portion of
the net proceeds from the sale of these senior notes to reduce the outstanding
amount of our CP. In conjunction with the sale of the 6.3% and 7.0% senior
notes, we entered into cash flow hedges on $200.0 million and
$250.0 million notional amount, respectively, of ten-year and thirty-year
treasury notes. These hedges were settled in cash on June 25 and 26, 2007,
respectively, the date the senior notes were sold, requiring a cash payment by
us of $1.9 million and $3.0 million, respectively. There were no
material proceeds from the issuance of long-term debt during 2008.
Debt
Covenants. Our outstanding indentures and comparable instruments
contain customary covenants including for example limits on secured debt and
sale/leaseback transactions. In addition, our Senior Credit Facility and
Canadian Credit Facility each require us to maintain a maximum leverage ratio of
not more than 3.5 to 1.0, and limit the amount of subsidiary debt. Our leverage
ratio was 2.09 at December 31, 2009. None of these covenants are considered
restrictive to our operations and, as of December 31, 2009, we were in
compliance with all of our debt covenants.
16
We do not
have any credit rating triggers that would accelerate the maturity of a material
amount of our outstanding debt; however, our senior notes, discussed above,
contain change in control provisions. If we experience a change of control or
publicly announce our intention to effect a change of control and the rating on
the senior notes is lowered by Standard & Poor’s, or S&P, and
Moody’s Investors Service, or Moody’s, below an investment grade rating within
60 days of such change of control or notice thereof, then we will be
required to offer to repurchase the senior notes at a price equal to 101% of the
aggregate principal amount of the senior notes plus accrued and unpaid
interest.
Credit
Ratings. Credit ratings reflect an independent agency’s judgment on
the likelihood that a borrower will repay a debt obligation at maturity. The
ratings reflect many considerations, such as the nature of the borrower’s
industry and its competitive position, the size of the company, its liquidity
and access to capital and the sensitivity of a company’s cash flows to changes
in the economy. The two largest rating agencies, S&P and Moody’s, use
alphanumeric codes to designate their ratings. The highest quality rating for
long-term credit obligations is AAA and Aaa for S&P and Moody’s,
respectively. A security rating is not a recommendation to buy, sell or hold
securities and may be subject to revision or withdrawal at any time by the
assigning rating agency.
Long-term
ratings of BBB- and Baa3 or better by S&P and Moody’s, respectively, reflect
ratings on debt obligations that fall within a band of credit quality considered
to be “investment grade”. At December 31, 2009, the long-term ratings for
our obligations were BBB+ and Baa1, which are consistent with the ratings and
outlooks which existed at December 31, 2008. A downgrade in our credit
rating would increase the cost of borrowings under our CP program and credit
facilities, and could limit, or in the case of a significant downgrade, preclude
our ability to issue CP. If our credit ratings were to decline to lower levels,
we could experience increases in the interest cost for any new debt. In
addition, the market’s demand for, and thus our ability to readily issue, new
debt could become further influenced by the economic and credit market
environment.
For
additional information about our debt, including the terms of our financing
arrangements, basis for variable interest rates and debt covenants, see
Note 4 of the Notes to Consolidated Financial Statements in this
report.
Equity
Transactions
Net cash provided by (used in):
|
Twelve Months Ended December 31,
|
Change
|
||||||||||||||||||
(Dollars in millions)
|
2009
|
2008
|
2007
|
2009 vs. 2008
|
2008 vs. 2007
|
|||||||||||||||
Treasury
stock purchases
|
$ | (23.8 | ) | $ | (155.7 | ) | $ | (718.7 | ) | $ | 131.9 | $ | 563.0 | |||||||
Dividends
paid to Equifax shareholders
|
$ | (20.2 | ) | $ | (20.5 | ) | $ | (20.7 | ) | $ | 0.3 | $ | 0.2 | |||||||
Dividends
paid to noncontrolling interests
|
$ | (4.0 | ) | $ | (3.4 | ) | $ | (3.6 | ) | $ | (0.6 | ) | $ | 0.2 | ||||||
Proceeds
from exercise of stock options
|
$ | 10.2 | $ | 14.7 | $ | 31.6 | $ | (4.5 | ) | $ | (16.9 | ) | ||||||||
Excess
tax benefits from stock-based compensation plans
|
$ | 1.3 | $ | 2.1 | $ | 7.0 | $ | (0.8 | ) | $ | (4.9 | ) |
Sources
and uses of cash related to equity during the twelve months ended
December 31, 2009, 2008 and 2007 were as follows:
|
•
|
Under
share repurchase programs authorized by our Board of Directors, we
purchased 0.9 million, 4.5 million, and 17.9 million common
shares on the open market during the twelve months ended December 31,
2009, 2008 and 2007, respectively, for $23.8 million,
$155.7 million and $718.7 million, respectively, at an average
price per common share of $26.41, $34.41 and $40.12, respectively. At
December 31, 2009, the Company had $121.9 million remaining for
stock repurchases under the existing Board
authorization.
|
As of
February 19, 2010, we had acquired an additional 0.3 million shares
for $9.4 million since December 31, 2009.
17
|
•
|
During
the twelve months ended December 31, 2009, 2008 and 2007, we paid
cash dividends to Equifax shareholders of $20.2 million,
$20.5 million and $20.7 million, respectively, at $0.16 per
share for all periods.
|
Contractual
Obligations and Commercial Commitments
The
following table summarizes our significant contractual obligations and
commitments as of December 31, 2009. The table excludes commitments that
are contingent based on events or factors uncertain at this time. Some of the
excluded commitments are discussed below the footnotes to the
table.
Payments due by
|
||||||||||||||||||||
(In millions)
|
Total
|
Less than 1 year
|
1 to 3 years
|
3 to 5 years
|
Thereafter
|
|||||||||||||||
Debt
(including capitalized lease obligation)(1)
|
$ | 1,177.0 | $ | 182.5 | $ | 42.0 | $ | 305.0 | $ | 647.5 | ||||||||||
Operating
leases(2)
|
108.8 | 19.2 | 26.1 | 15.4 | 48.1 | |||||||||||||||
Data
processing, outsourcing agreements and other purchase obligations(3)
|
374.2 | 117.9 | 179.8 | 70.2 | 6.3 | |||||||||||||||
Other
long-term liabilities(4)(6)
|
90.5 | 7.4 | 12.8 | 8.4 | 61.9 | |||||||||||||||
Interest
payments(5)
|
811.4 | 54.6 | 104.2 | 99.5 | 553.1 | |||||||||||||||
$ | 2,561.9 | $ | 381.6 | $ | 364.9 | $ | 498.5 | $ | 1,316.9 |
(1)
|
The
amounts are gross of unamortized discounts totaling $2.4 million and
fair value adjustments of $0.5 million at December 31, 2009.
Total debt on our Consolidated Balance Sheets is net of the unamortized
discounts and fair value
adjustments.
|
(2)
|
Our
operating lease obligations principally involve office space and
equipment, which include the ground lease associated with our headquarters
building that expires in 2048.
|
(3)
|
These
agreements primarily represent our minimum contractual obligations for
services that we outsource associated with our computer data processing
operations and related functions, and certain administrative functions.
These agreements expire between 2010 and
2014.
|
(4)
|
These
long-term liabilities primarily relate to obligations associated with
certain pension, postretirement and other compensation-related plans, some
of which are discounted in accordance with U.S. generally accepted
accounting principles, or GAAP. We made certain assumptions about the
timing of such future payments. In the table above, we have not included
amounts related to future pension plan obligations, as such required
funding amounts beyond 2010 have not been deemed necessary due to our
current expectations regarding future plan asset performance. During
January 2010, we made a $20.0 million contribution to fund our U.S.
Retirement Income Plan.
|
(5)
|
For
future interest payments on variable-rate debt, which are generally based
on a specified margin plus a base rate (LIBOR) or on CP rates for
investment grade issuers, we used the variable rate in effect at
December 31, 2009 to calculate these payments. Our variable rate debt
at December 31, 2009, consisted of CP, borrowings under our credit
facilities and our five-year senior notes due 2014 (against which we have
executed interest rate swaps to convert interest expense from fixed rates
to floating rates). Future interest payments related to our Senior Credit
Facility and our CP program are based on the borrowings outstanding at
December 31, 2009 through their respective maturity dates, assuming
such borrowings are outstanding until that time. The variable portion of
the rate at December 31, 2009 was between 0.3% and 2.0% for
substantially all of our variable-rate debt. Future interest payments may
be different depending on future borrowing activity and interest
rates.
|
18
(6)
|
This
table excludes $26.8 million of unrecognized tax benefits, including
interest and penalties, as we cannot make a reasonably reliable estimate
of the period of cash settlement with the respective taxing
authorities.
|
A
potential significant future use of cash would be the payment to Computer
Sciences Corporation, or CSC, if it were to exercise its option to sell its
credit reporting business to us at any time prior to 2013. The option exercise
price would be determined by agreement or by an appraisal process and would be
due in cash within 180 days after the exercise of the option. We estimate
that if the option had been exercised at December 31, 2009, the price range
would have been approximately $600 million to $675 million. This
estimate is based solely on our internal analysis of the value of the business,
current market conditions and other factors, all of which are subject to
constant change. Therefore, the actual option exercise price could be materially
higher or lower than our estimate. Our agreement with CSC, which expires on
July 31, 2018, also provides us with an option to purchase its credit
reporting business if it does not elect to renew the agreement or if there is a
change in control of CSC while the agreement is in effect. If CSC were to
exercise its option, or if we were able to and decided to exercise our option,
then we would have to obtain additional sources of funding. We believe that this
funding would be available from sources such as additional bank lines of credit
and the capital markets for debt and/or equity financing. However, the
availability and terms of any such capital financing would be subject to a
number of factors, including credit market conditions, the state of the equity
markets, general economic conditions, our credit ratings and our financial
performance and condition.
19
Off-Balance
Sheet Transactions
We do not
engage in off-balance sheet financing activities.
Pursuant
to the terms of the industrial revenue bonds, we transferred title to certain of
our fixed assets with costs of $35.7 million and $28.4 million, as of
December 31, 2009 and 2008, respectively, to a local governmental authority
in the U.S. to receive a property tax abatement related to economic development.
The title to these assets will revert back to us upon retirement or cancellation
of the applicable bonds. These fixed assets are still recognized in the
Company’s Consolidated Balance Sheets as all risks and rewards remain with the
Company.
Letters
of Credit and Guarantees
We will
from time to time issue standby letters of credit, performance bonds or other
guarantees in the normal course of business. The aggregate notional amount of
all performance bonds and standby letters of credit was not material at
December 31, 2009, and all have a remaining maturity of one year or less.
Guarantees are issued from time to time to support the needs of our operating
units. The maximum potential future payments we could be required to make under
the guarantees is not material at December 31, 2009.
Benefit
Plans
Prior to
December 31, 2009, we had one non-contributory qualified retirement plan
covering most U.S. salaried employees (the Equifax Inc. Pension Plan, or
EIPP), a qualified retirement plan that covered U.S. salaried employees (the
U.S. Retirement Income Plan, or USRIP) who terminated or retired before
January 1, 2005 and a defined benefit plan for most salaried and hourly
employees in Canada (the Canadian Retirement Income Plan, or CRIP). On
December 31, 2009, the plan assets and obligations of the EIPP were merged
with the USRIP. The USRIP remained as the sole U.S. qualified retirement
plan.
At
December 31, 2009, the USRIP met or exceeded ERISA’s minimum funding
requirements. In January 2010, we made a contribution of $20.0 million to
the USRIP. During the twelve months ended December 31, 2009 and 2007, we
made contributions of $15.0 million and $12.0 million, respectively,
to the EIPP. We also contributed $1.8 million to the CRIP during the twelve
months ended December 31, 2009. The Equifax Employee Benefits Trust
contributed $12.5 million to the EIPP upon dissolution of the Trust in
2009. In the future, we will make minimum funding contributions as required and
may make discretionary contributions, depending on certain circumstances,
including market conditions and liquidity needs. We believe additional funding
contributions, if any, would not prevent us from continuing to meet our
liquidity needs, which are primarily funded from cash flows generated by
operating activities, available cash and cash equivalents, and our credit
facilities.
For our
non-U.S., tax-qualified retirement plans, we fund an amount sufficient to meet
minimum funding requirements but no more than allowed as a tax deduction
pursuant to applicable tax regulations. For the non-qualified supplementary
retirement plans, we fund the benefits as they are paid to retired participants,
but accrue the associated expense and liabilities in accordance with
GAAP.
For
additional information about our benefit plans, see Note 9 of the Notes to
Consolidated Financial Statements in this report.
Seasonality
We
experience seasonality in certain of our revenue streams. Revenue generated from
The Work Number business unit within the TALX operating segment is generally
higher in the first quarter due primarily to the provision of Form W-2
preparation services which occur in the first quarter each year. Revenue from
our OCIS and Mortgage Solutions business units tends to increase in periods of
the year in which our customers have higher volumes of credit granting
decisions, most commonly the second and third calendar
quarters.
20
Effects
of Inflation and Changes
in
Foreign Currency Exchange Rates
Equifax’s
operating results are not materially affected by inflation, although inflation
may result in increases in the Company’s expenses, which may not be readily
recoverable in the price of services offered. To the extent inflation results in
rising interest rates and has other adverse effects upon the securities markets
and upon the value of financial instruments, it may adversely affect the
Company’s financial position and profitability.
A
significant portion of the Company’s business is conducted in currencies other
than the U.S. dollar, and changes in foreign exchange rates relative to the U.S.
dollar can therefore affect the value of non-U.S. dollar net assets, revenues
and expenses. Potential exposures as a result of these fluctuations in
currencies are closely monitored. We generally do not mitigate the risks
associated with fluctuating exchange rates, although we may from time to time
through forward contracts or other derivative instruments hedge a portion of our
translational foreign currency exposure or exchange rate risks associated with
material transactions which are denominated in a foreign currency.
RECENT
ACCOUNTING PRONOUNCEMENTS
For
information about new accounting pronouncements and the potential impact on our
Consolidated Financial Statements, see Note 1 of the Notes to Consolidated
Financial Statements in this report.
APPLICATION
OF CRITICAL ACCOUNTING
POLICIES
AND ESTIMATES
The
Company’s Consolidated Financial Statements are prepared in conformity with
U.S. GAAP. This requires our management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, revenues and
expenses and related disclosures of contingent assets and liabilities in our
Consolidated Financial Statements and the Notes to Consolidated Financial
Statements. The following accounting policies involve a critical accounting
estimate because they are particularly dependent on estimates and assumptions
made by management about matters that are uncertain at the time the accounting
estimates are made. In addition, while we have used our best estimates based on
facts and circumstances available to us at the time, different estimates
reasonably could have been used in the current period, or changes in the
accounting estimates that we used are reasonably likely to occur from period to
period, either of which may have a material impact on the presentation of our
Consolidated Balance Sheets and Statements of Income. We also have other
significant accounting policies which involve the use of estimates, judgments
and assumptions that are relevant to understanding our results. For additional
information about these policies, see Note 1 of the Notes to Consolidated
Financial Statements in this report. Although we believe that our estimates,
assumptions and judgments are reasonable, they are based upon information
available at the time. Actual results may differ significantly from these
estimates under different assumptions, judgments or conditions.
Revenue
Recognition
Revenue
is recognized when persuasive evidence of an arrangement exists, collectibility
of arrangement consideration is reasonably assured, the arrangement fees are
fixed or determinable and delivery of the product or service has been
completed.
21
If at the
outset of an arrangement, we determine that collectibility is not reasonably
assured, revenue is deferred until the earlier of when collectibility becomes
probable or the receipt of payment. If there is uncertainty as to the customer’s
acceptance of our deliverables, revenue is not recognized until the earlier of
receipt of customer acceptance or expiration of the acceptance period. If at the
outset of an arrangement, we determine that the arrangement fee is not fixed or
determinable, revenue is deferred until the arrangement fee becomes estimable,
assuming all other revenue recognition criteria have been met.
We have
certain information solution offerings that are sold as multiple element
arrangements. To account for each of these elements separately, the delivered
elements must have stand-alone value to our customer, and there must exist
objective and reliable evidence of the fair value for any undelivered
elements.
Judgments and uncertainties —
Each element of a multiple element arrangement must be considered
separately to ensure that appropriate accounting is performed for these
deliverables. These considerations include assessing the price at which the
element is sold compared to its relative fair value; concluding when the element
will be delivered; and determining whether any contingencies exist in the
related customer contract that impact the prices paid to us for the
services.
For
certain contracts containing multiple elements, the total arrangement fee is
allocated to the undelivered elements based on their relative fair values and to
the initial delivered elements using the residual method. If we are unable to
unbundle the arrangement into separate units of accounting or fair value is not
known for any undelivered elements, arrangement consideration may only be
recognized as the final contract element is delivered to our
customer.
In
addition, the determination of certain of our marketing information services and
tax management services revenue requires the use of estimates, principally
related to transaction volumes in instances where these volumes are reported to
us by our clients on a monthly basis in arrears. In these instances, we estimate
transaction volumes based on average actual volumes reported in the past.
Differences between our estimates and actual final volumes reported are recorded
in the period in which actual volumes are reported.
Effects if actual results differ
from assumptions — We have not experienced significant variances
between our estimates of marketing information services and tax management
services revenues reported to us by our customers and actual reported volumes in
the past. We monitor actual volumes to ensure that we will continue to make
reasonable estimates in the future. If we determine that we are unable to make
reasonable future estimates, revenue may be deferred until actual customer data
is obtained. However, if actual results are not consistent with our estimates
and assumptions, or if our customer arrangements become more complex or include
more bundled offerings in the future, we may be required to recognize revenue
differently in the future to account for these changes. We do not believe there
is a reasonable likelihood that there will be a material change in the future
estimates or assumptions we use to recognize revenue.
Goodwill
and Indefinite-Lived Intangible Assets
We review
goodwill and indefinite-lived intangible assets for impairment annually (as of
September 30) and whenever events or changes in circumstances indicate the
carrying value of an asset may not be recoverable. These events or circumstances
could include a significant change in the business climate, legal factors,
operating performance or trends, competition, or sale or disposition of a
significant portion of a reporting unit. We have ten reporting units comprised
of Consumer Information Solutions (which includes Mortgage Solutions and
Consumer Financial Marketing Services), Direct Marketing Services, Europe, Latin
America, Canada Consumer, North America Personal Solutions, North America
Commercial Solutions, The Work Number, Tax Management Services and Talent
Management Services. Effective September 30, 2009, the Consumer Information
Solutions and Consumer Financial Marketing Services reporting units were
aggregated into a single reporting unit to better reflect the economic
similarities and customer overlap of the two businesses. Prior to aggregation,
we assessed the recoverability of goodwill for Consumer Information Solutions
and Consumer Financial Marketing Services separately and determined that the
fair value of each reporting unit exceeded its carrying value.
22
The
goodwill balance at December 31, 2009, for our ten reporting units was as
follows:
December 31,
|
||||
(In millions)
|
2009
|
|||
Consumer
Information Solutions (including Mortgage Solutions and Consumer Financial
Marketing Services)
|
$ | 603.8 | ||
Direct
Marketing Services
|
64.0 | |||
Europe
|
100.3 | |||
Latin
America
|
205.7 | |||
Canada
Consumer
|
29.7 | |||
North
America Personal Solutions
|
1.8 | |||
North
America Commercial Solutions
|
37.3 | |||
The
Work Number
|
752.9 | |||
Tax
Management Services
|
121.6 | |||
Talent
Management Services
|
26.1 | |||
Total
goodwill
|
$ | 1,943.2 |
Judgments and
uncertainties — In determining the fair value of our reporting
units, we used a combination of the income and market approaches to estimate the
reporting unit’s business enterprise value.
Under the
income approach, we calculate the fair value of a reporting unit based on
estimated future discounted cash flows which require assumptions about short-
and long-term revenue growth rates, operating margins for each reporting unit,
discount rates, foreign currency exchange rates and estimates of capital
charges. The assumptions we use are based on what we believe a hypothetical
marketplace participant would use in estimating fair value. Under the market
approach, we estimate the fair value based on market multiples of revenue or
earnings for benchmark companies. We believe the benchmark companies used for
each of the reporting units serve as an appropriate input for calculating a fair
value for the reporting unit as those benchmark companies have similar risks,
participate in similar markets, provide similar services for their customers and
compete with us directly. The companies we use as benchmarks are outlined in our
“Competition” discussion included in Item I of this report, including
Experian Group Limited, The Dun & Bradstreet Corporation, Acxiom
Corporation, and Harte-Hanks, Inc. Data for the benchmark companies was
obtained from publicly available information. Consumer Information Solutions,
our largest reporting unit, as well as Europe and Latin America, have benchmark
companies that conduct operations of businesses of a similar type and scope. The
Work Number and Tax Management Services share a different set of benchmark
companies, notably ADP and Paychex Inc., as the markets they serve are
different than those served by our other reporting units. Valuation multiples
were selected based on a financial benchmarking analysis that compared the
reporting unit’s operating result with the comparable companies’ information. In
addition to these financial considerations, qualitative factors such as
variations in growth opportunities and overall risk among the benchmark
companies were considered in the ultimate selection of the
multiple.
The
values separately derived from each of the income and market approach valuation
techniques were used to develop an overall estimate of a reporting unit’s fair
value. We use a consistent approach across all reporting units when considering
the weight of the income and market approaches for calculating the fair value of
each of our reporting units. This approach relies more heavily on the calculated
fair value derived from the income approach, with 70% of the value coming from
the income approach. We believe this approach is consistent with that of a
market participant in valuing prospective purchase business combinations. The
selection and weighting of the various fair value techniques may result in a
higher or lower fair value. Judgment is applied in determining the weightings
that are most representative of fair value.
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We have
not made any material changes to the valuation methodology we use to assess
goodwill impairment since the date of the last annual impairment
test.
Growth
Assumptions
The
assumptions for our future cash flows begin with our historical operating
performance, the details of which are described in our Management’s
Discussion & Analysis of operating performance. Additionally, we
consider the impact that known economic, industry and market trends will have on
our future forecasts, as well as the impact that we expect from planned business
initiatives including new product initiatives, client service and retention
standards, and cost management programs. At the end of the forecast period, the
long-term growth rate we used to determine the terminal value of each reporting
unit was generally 3% to 5% based on management’s assessment of the minimum
expected terminal growth rate of each reporting unit, as well as broader
economic considerations such as Gross Domestic Product, or GDP, inflation and
the maturity of the markets we serve.
As a
result of the economic downturn experienced in 2008 and 2009, and the resultant
decline in revenue experienced in certain of our business units, in completing
our 2009 impairment testing at September 30, 2009, we projected 2010
revenue and cash flow to be lower than 2009 levels for our Direct Marketing
Services reporting unit, which continues to be impacted by reduced mailing
volumes. We anticipate only modest revenue growth in 2010 for our other
reporting units based on planned business initiatives and prevailing trends
exhibited by these units, such as continued demand for employment verification
services and unemployment claims management in The Work Number and Tax
Management Services reporting units. The anticipated revenue growth, however, is
partially offset by assumed increases in expenses for a majority of our
reporting units which reflect the additional level of investment needed in order
to achieve the planned revenue growth. The 2009 long-term forecast used to
conduct the impairment testing was significantly lower in the aggregate than the
long-term forecast that was developed in 2008. The 2009 long-term forecast does
not anticipate meaningful recovery of the global economy until later in 2010.
Although we do not expect consolidated revenue or cash flow to improve
meaningfully until later in 2010, we continue to take cost containment actions
to help maintain operating margins for our reporting units.
Discount
Rate Assumptions
We
utilize a weighted average cost of capital, or WACC, in our impairment analysis
that makes assumptions about the capital structure that we believe a market
participant would make and include a risk premium based on an assessment of
risks related to the projected cash flows of each reporting unit. We believe
this approach yields a discount rate that is consistent with an implied rate of
return that an independent investor or market participant would require for an
investment in a company having similar risks and business characteristics to the
reporting unit being assessed. To calculate the WACC, the cost of equity and
cost of debt are multiplied by the assumed capital structure of the reporting
unit as compared to industry trends and relevant benchmark company structures.
The cost of equity was computed using the Capital Asset Pricing Model which
considers the risk-free interest rate, beta, equity risk premium and specific
company risk premium related to a particular reporting unit. The cost of debt
was computed using a benchmark rate and the Company’s tax rate. For the 2009
annual goodwill impairment evaluation, the discount rates used to develop the
estimated fair value of the reporting units ranged from 10% to 17%. Because of
assigned market premiums, discount rates are lowest for reporting units, such as
Consumer Information Solutions, whose cash flows are expected to be less
volatile due to the maturity of the market they serve, their position in that
market and other macroeconomic factors. Where there is the greatest volatility
of cash flows due to competition, or participation in less stable geographic
markets than the United States, such as our Latin America reporting unit, the
discount rate selected is in the higher portion of the range as there is more
inherent risk in the expected cash flows of that reporting
unit.
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Estimated
Fair Value and Sensitivities
The
estimated fair value of each reporting unit is derived from the valuation
techniques described above, incorporating the related projections and
assumptions. An indication of possible impairment occurs when the estimated fair
value of the reporting unit is below the carrying value of its equity. The
estimated fair value for all reporting units exceeded the carrying value of
these units as of September 30, 2009. As a result, no goodwill impairment
was recorded.
The
estimated fair value of the reporting unit is highly sensitive to changes in
these projections and assumptions; therefore, in some instances changes in these
assumptions could impact whether the fair value of a reporting unit is greater
than its carrying value. For example, an increase in the discount rate and
decline in the cumulative cash flow projections of a reporting unit could cause
the fair value of the reporting unit to be below its carrying value. We perform
sensitivity analyses around these assumptions in order to assess the
reasonableness of the assumptions and the resulting estimated fair values.
Ultimately, future potential changes in these assumptions may impact the
estimated fair value of a reporting unit and cause the fair value of the
reporting unit to be below its carrying value. The excess of fair value over
carrying value for the Company’s reporting units as of September 30, 2009,
ranged from approximately 15% to 300%.
We have
experienced declines in fair value excess for the majority of our reporting
units since the date of our last impairment analysis (December 31, 2008)
due to declines in actual and projected financial performance resulting from
significant adverse economic conditions. While no impairment was noted in our
impairment tests as of September 30, 2009, our reporting units with the
smallest fair value excess may be particularly sensitive to further
deterioration in economic conditions and could become impaired in future periods
if anticipated levels of forecasted earnings are not achieved.
Of the
reporting units having a significant amount of goodwill, the calculated
percentage excess in The Work Number reporting unit, at approximately 15%, is
less than our other reporting units, in part, due to the fact that The Work
Number was acquired in May 2007 as part of our acquisition of TALX Corporation.
The Work Number revenues have been strong historically, having grown at a
double-digit compound annual growth rate since the date of acquisition,
therefore revenue growth is expected to continue for each of the years used in
the preparation of the discounted cash flows. The actual growth rate for The
Work Number would have to decline to a compounded rate of 6% growth, with all
other factors held constant, for the reporting unit’s fair value to drop below
its carrying value. However, in the event that the revenue growth rate was to
decline, management would take action to preserve operating margins. If the fair
value dropped below carrying value, we would compare the carrying value of the
goodwill to the implied fair value of goodwill to determine if a goodwill
impairment charge would become necessary.
The
reporting unit having the lowest absolute dollar excess fair value over carrying
value is our Talent Management Services business. This reporting unit has been
impacted by reduced hiring activity among key clients and, as a result, we have
lowered our revenue growth projections. In addition, we are projecting lower
margins due, in part, to our plan to reinvest in the business by expanding our
customer portfolio. The decrease in projected revenues coupled with lower
projected margins has resulted in a decline in the fair value of this reporting
unit. While no impairment was noted in our impairment test as of
September 30, 2009, if customer hiring activity does not increase in the
near to medium term as forecasted or if other events adversely impact the
business drivers and corresponding assumptions used to value this reporting
unit, there could be a change in the valuation of our goodwill in future periods
and may possibly result in the recognition of an impairment loss.
No new
indications of impairment existed during the fourth quarter of 2009, thus no
impairment testing was updated as of December 31, 2009.
Effect if actual results differ from
assumptions — We believe that our estimates are consistent with
assumptions that marketplace participants would use in their estimates of fair
value. However, if actual results are not consistent with our estimates and
assumptions, we may be exposed to an impairment charge that could be
material.
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Loss
Contingencies
We are
subject to various proceedings, lawsuits and claims arising in the normal course
of our business. We determine whether to disclose and/or accrue for loss
contingencies based on our assessment of whether the potential loss is probable,
reasonably possible or remote.
Judgments and
uncertainties — We periodically review claims and legal
proceedings and assess whether we have potential financial exposure based on
consultation with internal and outside legal counsel and other advisors. If the
likelihood of an adverse outcome from any claim or legal proceeding is probable
and the amount can be reasonably estimated, we record a liability in our
Consolidated Balance Sheet for the estimated settlement costs. If the likelihood
of an adverse outcome is reasonably possible, but not probable, we provide
disclosures related to the potential loss contingency. Our assumptions related
to loss contingencies are inherently subjective.
Effect if actual results differ from
assumptions — We do not believe there is a reasonable
likelihood that there will be a material change in the future estimates or
assumptions we use to determine loss contingencies. However, if facts and
circumstances change in the future that change our belief regarding assumptions
used to determine our estimates, we may be exposed to a loss that could be
material.
Income
Taxes
We record
deferred income taxes using enacted tax laws and rates for the years in which
the taxes are expected to be paid. We periodically assess the likelihood that
our net deferred tax assets will be recovered from future taxable income or
other tax planning strategies. To the extent that we believe that recovery is
not likely, we must establish a valuation allowance to reduce the deferred tax
asset to the amount we estimate will be recoverable.
Our
income tax provisions are based on assumptions and calculations which will be
subject to examination by various tax authorities. We record tax benefits for
positions in which we believe are more likely than not of being sustained under
such examinations. Regularly, we assess the potential outcome of such
examinations to determine the adequacy of our income tax accruals.
Judgments and
uncertainties — We consider accounting for income taxes
critical because management is required to make significant judgments in
determining our provision for income taxes, our deferred tax assets and
liabilities, and our future taxable income for purposes of assessing our ability
to realize any future benefit from our deferred tax assets. These judgments and
estimates are affected by our expectations of future taxable income, mix of
earnings among different taxing jurisdictions, and timing of the reversal of
deferred tax assets and liabilities.
We also
use our judgment to determine whether it is more likely than not that we will
sustain positions that we have taken on tax returns and, if so, the amount of
benefit to initially recognize within our financial statements. We regularly
review our uncertain tax positions and adjust our unrecognized tax benefits in
light of changes in facts and circumstances, such as changes in tax law,
interactions with taxing authorities and developments in case law. These
adjustments to our unrecognized tax benefits may affect our income tax expense.
Settlement of uncertain tax positions may require use of our cash. At
December 31, 2009, $26.8 million was recorded for uncertain tax
benefits, including interest and penalties, of which it is reasonably possible
that up to $6.4 million of our unrecognized tax benefit may change within
the next twelve months.
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Effect if actual results differ from
assumptions — Although management believes that the judgments
and estimates discussed herein are reasonable, actual results could differ, and
we may be exposed to increases or decreases in income tax expense that could be
material.
Pension
and Other Postretirement Plans
We
consider accounting for our U.S. and Canadian pension and other postretirement
plans critical because management is required to make significant subjective
judgments about a number of actuarial assumptions, which include discount rates,
salary growth, expected return on plan assets, interest cost and mortality and
retirement rates. Actuarial valuations are used in determining our benefit
obligation and net periodic benefit cost.
Judgments and
uncertainties — We believe that the most significant
assumptions related to our net periodic benefit cost are (1) the discount
rate and (2) the expected return on plan assets.
We
determine our discount rates primarily based on high-quality, fixed- income
investments and yield-to-maturity analysis specific to our estimated future
benefit payments available as of the measurement date. Discount rates are
updated annually on the measurement date to reflect current market conditions.
We use a publicly published yield curve to develop our discount rates. The yield
curve provides discount rates related to a dedicated high-quality bond portfolio
whose cash flows extend beyond the current period, from which we choose a rate
matched to the expected benefit payments required for each plan.
The
expected rate of return on plan assets is based on both our historical returns
and forecasted future investment returns by asset class, as provided by our
external investment advisor. In setting the long-term expected rate of return,
management considers capital markets future expectations and the asset mix of
the plan investments. Prior to 2008, the U.S. Pension Plans investment returns
were 10.9%, 13.0% and 7.5% over three, five and ten years, respectively. The
returns exceeded the S&P 500 returns for similar periods of time
primarily due to an asset allocation strategy where large allocations to
alternative asset classes (hedge fund of funds, private equity, real estate and
real assets) provided consistently higher returns with a low correlation to
equity market returns. These returns historically demonstrate a long-term record
of producing returns at or above the expected rate of return. However, the
dramatic adverse market conditions in 2008 skewed the traditional measures of
long-term performance, such as the ten-year average return. The severity of the
2008 losses, approximately negative 20%, makes the historical ten-year average
return a less accurate predictor of future return expectations. In 2009, the
investment returns were approximately 16%, reflecting a partial recovery of the
2008 losses. Our weighted-average expected rate of return declined from 8.02% in
2009 to approximately 7.75% for 2010 primarily related to the U.S. Retirement
Income Plan which declined due to our migration to a lower risk investment
strategy, with increased allocation to lower risk/lower return asset classes, as
well as the current forecast of expected future returns for our asset classes,
which is lower than the prior year.
The
expected long-term rate of return is calculated on the market-related value of
assets. We are allowed to use an asset value that smoothes actual investment
gains and losses on pension and postretirement plan assets over a period up to
five years. We have elected to smooth asset gains and losses on our pension and
postretirement plans over the five year period. The market-related value of our
assets was $596.9 million at December 31, 2009. We do not expect our
2010 net periodic benefit cost, which includes the effect of the market-related
value of assets, to be materially different than our 2009 cost.
Annual
differences, if any, between the expected and actual returns are included in the
unrecognized net actuarial gain or loss amount. We generally amortize any
unrecognized net actuarial gain or loss in net periodic pension expense over the
average remaining life expectancy of the participant group since almost all of
the participants are inactive. See Note 9 of the Notes to the Consolidated
Financial Statements for details on changes in the pension benefit obligation
and the fair value of plan assets.
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Effect if actual results differ from
assumptions — We do not believe there is a reasonable
likelihood that there will be a material change in the future estimates or
assumptions that are used in our actuarial valuations. However, if actual
results are not consistent with our estimates or assumptions, we may be exposed
to changes in pension expense that could be material. Adjusting our expected
long-term rate of return (8.02% at December 31, 2009) by 50 basis points
would change our estimated pension expense in 2010 by approximately
$3 million. Adjusting our weighted-average discount rate (6.27% at
December 31, 2009) by 50 basis points would change our estimated pension
expense in 2010 by approximately $1 million.
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