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EX-32.1 - EXHIBIT 32.1 - EQUIFAX INCexhibit3211.htm
EX-32.2 - EXHIBIT 32.2 - EQUIFAX INCexhibit3221.htm
EX-31.2 - EXHIBIT 31.2 - EQUIFAX INCexhibit3121.htm
EX-31.1 - EXHIBIT 31.1 - EQUIFAX INCexhibit3111.htm

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
FORM 10-Q
 
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2015
 
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from                                      to                                      .
 
Commission File Number: 001-06605
 
 
  
EQUIFAX INC.
(Exact name of registrant as specified in its charter)
 
Georgia
58-0401110
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
 
1550 Peachtree Street, N.W., Atlanta, Georgia
30309
(Address of principal executive offices)
(Zip Code)
 
404-885-8000
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has   been subject to such filing requirements for the past 90 days. Yes    ý     No    ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes    ý     No    ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer   x 
Accelerated filer   ¨
Non-accelerated filer   ¨
Smaller reporting company   ¨
 
 
(Do not check if a smaller reporting company)
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes    ¨    No    ý
 
On October 12, 2015, there were 118,475,619 shares of the registrant’s common stock outstanding.



EQUIFAX INC.
 
QUARTERLY REPORT ON FORM 10-Q
 
QUARTER ENDED September 30, 2015
 
INDEX
 
 
 
Page
 
 
 
 
 
 
 
 





2


FORWARD-LOOKING STATEMENTS
 
This report contains information that may constitute “forward-looking statements.” Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will,” “may” and similar expressions identify forward-looking statements, which generally are not historical in nature. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future, including statements relating to future operating results, are forward-looking statements. Management believes that these forward-looking statements are reasonable as and when made. However, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our Company’s historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described in Part II, “Item 1A. Risk Factors,” and elsewhere in this report and in our Annual Report on Form 10-K for the year ended December 31, 2014, and those described from time to time in our future reports filed with the Securities and Exchange Commission. As a result of such risks and uncertainties, we urge you not to place undue reliance on any such forward-looking statements. Forward-looking statements speak only as of the date when made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 



3


PART I.  FINANCIAL INFORMATION
 
ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)
 
EQUIFAX INC.
 
CONSOLIDATED STATEMENTS OF INCOME 
 
(Unaudited)

 
 
Three Months Ended
September 30,
 
 
2015
 
2014
(In millions, except per share amounts)
 
 
Operating revenue
 
$
667.4

 
$
613.4

Operating expenses:
 
 

 
 

Cost of services (exclusive of depreciation and amortization below)
 
226.5

 
211.0

Selling, general and administrative expenses
 
217.2

 
197.8

Depreciation and amortization
 
49.4

 
50.9

Total operating expenses
 
493.1

 
459.7

Operating income
 
174.3

 
153.7

Interest expense
 
(15.8
)
 
(17.1
)
Other income, net
 
14.4

 
3.2

Consolidated income from operations before income taxes
 
172.9

 
139.8

Provision for income taxes
 
(53.2
)
 
(45.4
)
Consolidated net income
 
119.7

 
94.4

Less: Net income attributable to noncontrolling interests including redeemable noncontrolling interests
 
(1.8
)
 
(1.7
)
Net income attributable to Equifax
 
$
117.9

 
$
92.7

Basic earnings per common share:
 
 

 
 

Net income attributable to Equifax
 
$
1.00

 
$
0.77

Weighted-average shares used in computing basic earnings per share
 
118.4

 
121.1

Diluted earnings per common share:
 
 

 
 

Net income attributable to Equifax
 
$
0.98

 
$
0.75

Weighted-average shares used in computing diluted earnings per share
 
120.6

 
123.5

Dividends per common share
 
$
0.29

 
$
0.25

 




See Notes to Consolidated Financial Statements.

4

EQUIFAX INC.


CONSOLIDATED STATEMENTS OF INCOME 
 
(Unaudited)
 
 
Nine Months Ended 
 September 30,
 
 
2015
 
2014
(In millions, except per share amounts)
 
 
Operating revenue
 
$
1,997.3

 
$
1,811.8

Operating expenses:
 
 
 
 
Cost of services (exclusive of depreciation and amortization below)
 
662.4

 
630.1

Selling, general and administrative expenses
 
668.8

 
556.7

Depreciation and amortization
 
149.1

 
152.0

Total operating expenses
 
1,480.3

 
1,338.8

Operating income
 
517.0

 
473.0

Interest expense
 
(48.1
)
 
(51.8
)
Other expense, net
 

 
1.6

Consolidated income from operations before income taxes
 
468.9

 
422.8

Provision for income taxes
 
(147.1
)
 
(147.6
)
Consolidated net income
 
321.8

 
275.2

Less: Net income attributable to noncontrolling interests including redeemable noncontrolling interests
 
(4.6
)
 
(5.8
)
Net income attributable to Equifax
 
$
317.2

 
$
269.4

Basic earnings per common share:
 
 
 
 
Net income attributable to Equifax
 
$
2.67

 
$
2.21

Weighted-average shares used in computing basic earnings per share
 
118.8

 
121.7

Diluted earnings per common share:
 
 
 
 
Net income attributable to Equifax
 
$
2.62

 
$
2.17

Weighted-average shares used in computing diluted earnings per share
 
121.0

 
124.1

Dividends per common share
 
$
0.87

 
$
0.75






See Notes to Consolidated Financial Statements.

5

EQUIFAX INC.


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
(Unaudited)
 
 
 
Three Months Ended September 30,
 
 
2015
 
2014
 
 
Equifax
Shareholders
 
Noncontrolling
Interests
 
Total
 
Equifax
Shareholders
 
Noncontrolling
Interests
 
Total
 
 
(In millions)
Net income
 
$
117.9

 
$
1.8

 
$
119.7

 
$
92.7

 
$
1.7

 
$
94.4

Other comprehensive income (loss):
 
 

 
 

 
 

 
 

 
 

 
 

Foreign currency translation adjustment
 
(31.5
)
 
(2.1
)
 
(33.6
)
 
(36.6
)
 
(1.3
)
 
(37.9
)
Change in unrecognized prior service cost and actuarial losses related to our pension and other postretirement benefit plans, net
 
2.6

 

 
2.6

 
2.2

 

 
2.2

Change in cumulative loss from cash flow hedging transactions, net
 

 

 

 

 

 

Comprehensive income (loss)
 
$
89.0

 
$
(0.3
)
 
$
88.7

 
$
58.3

 
$
0.4

 
$
58.7

 
 
 
Nine Months Ended September 30,
 
 
2015
 
2014
 
 
Equifax
Shareholders
 
Noncontrolling
Interests
 
Total
 
Equifax
Shareholders
 
Noncontrolling
Interests
 
Total
 
 
(In millions)
Net income    
 
$
317.2

 
$
4.6

 
$
321.8

 
$
269.4

 
$
5.8

 
$
275.2

Other comprehensive income (loss):
 
 

 
 

 
 

 
 

 
 

 
 

Foreign currency translation adjustment    
 
(49.6
)
 
(4.6
)
 
(54.2
)
 
(27.8
)
 
(2.0
)
 
(29.8
)
Change in unrecognized prior service cost and actuarial losses related to our pension   and other postretirement benefit plans, net
 
7.7

 

 
7.7

 
6.4

 

 
6.4

Change in cumulative loss from cash flow hedging transactions, net  
 
0.2

 

 
0.2

 
0.1

 

 
0.1

Comprehensive income
 
$
275.5

 
$

 
$
275.5

 
$
248.1

 
$
3.8

 
$
251.9

 
See Notes to Consolidated Financial Statements.
 


6

EQUIFAX INC.


CONSOLIDATED BALANCE SHEETS
 
 
September 30, 2015
 
December 31, 2014
(In millions, except par values)
 
Unaudited
 
 
ASSETS
 
 

 
 

Current assets:
 
 

 
 

Cash and cash equivalents
 
$
108.5

 
$
128.3

Trade accounts receivable, net of allowance for doubtful accounts of $8.2 and $7.2 at September 30, 2015 and December 31, 2014, respectively
 
357.7

 
337.2

Prepaid expenses
 
46.9

 
35.7

Other current assets
 
69.0

 
103.9

Total current assets
 
582.1

 
605.1

Property and equipment:
 
 

 
 

Capitalized internal-use software and system costs
 
213.3

 
257.3

Data processing equipment and furniture
 
226.5

 
203.3

Land, buildings and improvements
 
193.4

 
194.8

Total property and equipment
 
633.2

 
655.4

Less accumulated depreciation and amortization
 
(294.2
)
 
(354.8
)
Total property and equipment, net
 
339.0

 
300.6

Goodwill
 
2,581.0

 
2,606.8

Indefinite-lived intangible assets
 
94.8

 
95.2

Purchased intangible assets, net
 
859.7

 
953.9

Other assets, net
 
84.8

 
112.6

Total assets
 
$
4,541.4

 
$
4,674.2

LIABILITIES AND EQUITY
 
 

 
 

Current liabilities:
 
 

 
 

Short-term debt and current maturities of long-term debt
 
$
186.8

 
$
380.4

Accounts payable
 
43.4

 
20.3

Accrued expenses
 
116.5

 
85.5

Accrued salaries and bonuses
 
121.7

 
101.9

Deferred revenue
 
79.7

 
73.4

Other current liabilities
 
142.6

 
161.6

Total current liabilities
 
690.7

 
823.1

Long-term debt
 
1,145.9

 
1,145.7

Deferred income tax liabilities, net
 
219.9

 
241.5

Long-term pension and other postretirement benefit liabilities
 
165.1

 
173.0

Other long-term liabilities
 
52.3

 
56.3

Total liabilities
 
2,273.9

 
2,439.6

Commitments and Contingencies (see Note 5)
 


 
 
Equifax shareholders' equity:
 
 

 
 

Preferred stock, $0.01 par value: Authorized shares - 10.0; Issued shares - none
 

 

Common stock, $1.25 par value: Authorized shares - 300.0;
Issued shares - 189.3 at September 30, 2015 and December 31, 2014;
Outstanding shares - 118.3 and 119.4 at September 30, 2015 and December 31, 2014, respectively
 
236.6

 
236.6

Paid-in capital
 
1,252.6

 
1,201.7

Retained earnings
 
3,758.5

 
3,554.8

Accumulated other comprehensive loss
 
(477.1
)
 
(435.4
)
Treasury stock, at cost, 70.4 shares and 69.3 shares at September 30, 2015 and December 31, 2014, respectively
 
(2,536.8
)
 
(2,351.7
)
Stock held by employee benefits trusts, at cost, 0.6 shares at  both September 30, 2015 and
December 31, 2014
 
(5.9
)
 
(5.9
)
Total Equifax shareholders' equity
 
2,227.9

 
2,200.1

Noncontrolling interests including redeemable noncontrolling interests
 
39.6

 
34.5

Total equity
 
2,267.5

 
2,234.6

Total liabilities and equity
 
$
4,541.4

 
$
4,674.2

 
See Notes to Consolidated Financial Statements.

7

EQUIFAX INC.


CONSOLIDATED STATEMENTS OF CASH FLOWS
 
(Unaudited)

 
 
Nine Months Ended September 30,
 
 
2015
 
2014
 
 
(In millions)
Operating activities:
 
 

 
 

Consolidated net income
 
$
321.8

 
$
275.2

Adjustments to reconcile consolidated net income to net cash provided by operating activities:
 
 

 
 

Impairment of cost method investment
 
14.8

 

Depreciation and amortization
 
150.4

 
153.2

Stock-based compensation expense
 
32.2

 
29.0

Excess tax benefits from stock-based compensation plans
 
(22.1
)
 
(11.9
)
Deferred income taxes
 
(24.3
)
 
0.5

Changes in assets and liabilities, excluding effects of acquisitions:
 
 
 
 

Accounts receivable, net
 
(29.0
)
 
(11.1
)
Prepaid expenses and other current assets
 
21.2

 
(36.6
)
Other assets
 
3.9

 
(1.0
)
Current liabilities, excluding debt
 
68.0

 
10.8

Other long-term liabilities, excluding debt
 
(0.1
)
 
5.3

Cash provided by operating activities
 
536.8

 
413.4

Investing activities:
 
 
 
 

Capital expenditures
 
(93.6
)
 
(63.9
)
Acquisitions, net of cash acquired
 
(4.4
)
 
(333.7
)
Cash received from divestitures
 
2.9

 
0.6

Investment in unconsolidated affiliates, net
 
(0.1
)
 
(2.5
)
Cash used in investing activities
 
(95.2
)
 
(399.5
)
Financing activities:
 
 
 
 

Net short-term (repayments) borrowings
 
(193.4
)
 
132.3

Payments on long-term debt
 

 
(15.0
)
Treasury stock purchases
 
(196.3
)
 
(186.6
)
Dividends paid to Equifax shareholders
 
(103.4
)
 
(91.3
)
Dividends paid to noncontrolling interests
 
(6.0
)
 
(7.7
)
Proceeds from exercise of stock options
 
26.0

 
29.7

Excess tax benefits from stock-based compensation plans
 
22.1

 
11.9

Other
 

 

Cash used in financing activities
 
(451.0
)
 
(126.7
)
Effect of foreign currency exchange rates on cash and cash equivalents
 
(10.4
)
 
(8.1
)
Decrease in cash and cash equivalents
 
(19.8
)
 
(120.9
)
Cash and cash equivalents, beginning of period
 
128.3

 
235.9

Cash and cash equivalents, end of period
 
$
108.5

 
$
115.0

 
See Notes to Consolidated Financial Statements.
 


8


EQUIFAX INC.
 
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AND OTHER COMPREHENSIVE INCOME
 
For the Nine Months Ended September 30, 2015
 
(Unaudited)
 
 
 
Equifax Shareholders
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated Other Comprehensive Loss
 
 
 
Stock
Held By Employee Benefits Trusts
 
 
 
 
 
 
Common Stock
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares
Outstanding
 
Amount
 
Paid-In
Capital
 
Retained
Earnings
 
 
Treasury
Stock
 
 
Noncontrolling
Interests
 
Total
Equity
 
 
(In millions, except per share amounts)
Balance, December 31, 2014
 
119.4

 
$
236.6

 
$
1,201.7

 
$
3,554.8

 
$
(435.4
)
 
$
(2,351.7
)
 
$
(5.9
)
 
$
34.5

 
$
2,234.6

Net income
 

 

 

 
317.2

 

 

 

 
4.6

 
321.8

Other comprehensive loss
 

 

 

 

 
(41.7
)
 

 

 
(4.6
)
 
(46.3
)
Shares issued under stock and benefit plans,
net of minimum tax withholdings
 
0.9

 

 
(15.4
)
 

 

 
22.7

 

 

 
7.3

 Treasury stock purchased under share repurchase program ($94.97 per share)*
 
(2.1
)
 

 

 

 

 
(207.8
)
 

 

 
(207.8
)
Cash dividends ($0.87 per share)
 

 

 

 
(103.9
)
 

 

 

 

 
(103.9
)
Dividends paid to employee benefits trusts
 

 

 
0.5

 

 

 

 

 

 
0.5

Stock-based compensation expense
 

 

 
32.2

 

 

 

 

 

 
32.2

Tax effects of stock-based compensation plans
 

 

 
22.1

 

 

 

 

 

 
22.1

Contributions from noncontrolling interests
 

 

 

 

 

 

 

 
1.5

 
1.5

Redeemable noncontrolling interest adjustment
 

 

 

 
(9.6
)
 

 

 

 
9.6

 

Dividends paid to noncontrolling interests
 

 

 

 

 

 

 

 
(6.0
)
 
(6.0
)
Other**
 

 

 
11.5

 

 

 

 

 

 
11.5

Balance, September 30, 2015
 
118.2

 
$
236.6

 
$
1,252.6

 
$
3,758.5

 
$
(477.1
)
 
$
(2,536.8
)
 
$
(5.9
)
 
$
39.6

 
$
2,267.5


*    We repurchased 2.1 million shares for $196.3 million during the first nine months of 2015. At September 30, 2015, $667.2 million was available for future purchases of common stock under our share repurchase authorization.
**     At September 30, 2015, the paid-in capital includes the reversal of the $11.5 million holdback related to the accelerated share repurchase program discussed in Note 1.

Accumulated Other Comprehensive Loss consists of the following components:
 
 
 
September 30, 2015
 
December 31, 2014
 
 
(In millions)
Foreign currency translation              
 
$
(219.9
)
 
$
(170.3
)
Unrecognized actuarial losses and prior service cost related to our pension and other postretirement benefit plans, net of accumulated tax of $144.7 and $150.1 at September 30, 2015 and December 31, 2014, respectively
 
(255.6
)
 
(263.3
)
Cash flow hedging transactions, net of accumulated tax of $1.0 and $1.1 at September 30, 2015 and December 31, 2014, respectively
 
(1.6
)
 
(1.8
)
Accumulated other comprehensive loss
 
$
(477.1
)
 
$
(435.4
)
 
See Notes to Consolidated Financial Statements.


9


EQUIFAX INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
September 30, 2015
 
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.
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Nature of Operations.   We collect, organize and manage various types of financial, demographic, employment and marketing information. Our products and services enable businesses to make credit and service decisions, manage their portfolio risk, automate or outsource certain human resources, employment tax and payroll-related business processes, and develop marketing strategies concerning consumers and commercial enterprises. We serve customers across a wide range of industries, including the financial services, mortgage, retail, telecommunications, utilities, automotive, brokerage, healthcare and insurance industries, as well as government agencies. We also enable consumers to manage and protect their financial health through a portfolio of products offered directly to consumers. We also provide information, technology and services to support debt collections and recovery management. As of September 30, 2015, we operated in the following countries: Argentina, Canada, Chile, Costa Rica, Ecuador, El Salvador, Honduras, Mexico, Paraguay, Peru, Portugal, Spain, the United Kingdom, or U.K., Uruguay, and the United States of America, or U.S. We also maintain support operations in the Republic of Ireland. We offer consumer credit services in Russia and India through joint ventures and also have an investment in a consumer and commercial credit information company in Brazil.
 
We develop, maintain and enhance secured proprietary information databases through the compilation of actual consumer data, including credit, employment, asset, liquidity, net worth and spending activity, and business data, including credit and business demographics, that we obtain from a variety of sources, such as credit granting institutions, public record information (including bankruptcies, liens and judgments), income and tax information primarily from large to mid-sized companies in the U.S., and survey-based marketing information.  We process this information utilizing our proprietary information management systems.
 
Basis of Presentation.   The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, the instructions to Form 10-Q and applicable sections of Regulation S-X. To understand our complete financial position and results, as defined by GAAP, this Form 10-Q should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in our annual report on Form 10-K for the year ended December 31, 2014 (“2014 Form 10-K”).
 
Our unaudited Consolidated Financial Statements reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the periods presented and are of a normal recurring nature. Certain prior year amounts have been reclassified to conform to current period presentation.
 
Earnings Per Share.   Our basic earnings per share, or EPS, is calculated as net income attributable to Equifax divided by the weighted-average number of common shares outstanding during the period. 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. The net income amounts used in both our basic and diluted EPS calculations are the same. A reconciliation of the weighted-average outstanding shares used in the two calculations is as follows:
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
(In millions)
Weighted-average shares outstanding (basic)
 
118.4

 
121.1

 
118.8

 
121.7

Effect of dilutive securities:
 
 

 
 

 
 

 
 

Stock options and restricted stock units
 
2.2

 
2.4

 
2.2

 
2.4

Weighted-average shares outstanding (diluted)
 
120.6

 
123.5

 
121.0

 
124.1

 
For the three and nine months ended September 30, 2015 and 2014, the stock options that were anti-dilutive were not material. 
 

10




Accelerated Share Repurchase Program. On October 24, 2014, we entered into an accelerated share repurchase(“ASR”) program to repurchase shares of our common stock under our approved share repurchase program. Under the ASR program, the number of shares to be repurchased is based generally on the daily volume weighted average price of our common stock during the term of the ASR program. On October 24, 2014, we paid $115 million in exchange for an initial delivery of 1.4 million shares to the Company, subject to a 10%, or $11.5 million, holdback. On February 4, 2015, we settled the ASR by receiving approximately 0.02 million additional shares, for a total shares received of 1.42 million from the ASR.

Financial Instruments.   Our financial instruments consist of cash and cash equivalents, accounts and notes receivable, accounts payable and short- and long-term debt. The carrying amounts of these items, other than long-term debt, approximate their fair market values due to the short-term nature of these instruments. The fair value of our fixed-rate debt is determined using Level 2 inputs such as quoted market prices for publicly traded instruments, and for non-publicly traded instruments through valuation techniques depending on the specific characteristics of the debt instrument. As of September 30, 2015 and December 31, 2014, the fair value of our long-term debt, based on observable inputs was $1.2 billion and $1.3 billion, respectively compared to its carrying value of $1.1 billion and $1.1 billion, respectively.
 
Fair Value Measurements.   Fair value is determined based on the assumptions marketplace participants use in pricing the asset or liability. We use a three level fair value hierarchy to prioritize the inputs used in valuation techniques between observable inputs that reflect quoted prices in active markets, inputs other than quoted prices with observable market data and unobservable data (e.g., a company’s own data).
 
The following table presents items measured at fair value on a recurring basis:
 
 
 
 
 
Fair Value Measurements at Reporting Date Using:
Description
 
Fair Value of Assets
(Liabilities) at
September 30, 2015
 
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
 
(In millions)
Deferred Compensation Plan Assets(1)
 
$
23.8

 
$
23.8

 
$

 
$

Deferred Compensation Plan Liability(1)
 
(23.8
)
 

 
(23.8
)
 

Total
 
$

 
$
23.8

 
$
(23.8
)
 
$

 
(1)        We maintain deferred compensation plans that allow for certain management employees to defer the receipt of compensation (such as salary, incentive compensation and commissions) until a later date based on the terms of the plan. The liability representing benefits accrued for plan participants is valued at the quoted market prices of the participants’ investment elections. The asset consists of mutual funds reflective of the partcipants’ investment selections and is valued at daily quoted market prices.

Other Current Assets. Other current assets on our Consolidated Balance Sheets primarily represent amounts in specifically designated accounts that hold the funds that are due to customers from our debt collection and recovery management services. As of September 30, 2015, these assets were approximately $33.9 million, with a fully offsetting balance in other current liabilities. These amounts are restricted as to their current use, and will be released according to the specific customer agreements. Other current assets also include receivables related to life insurance policies covering certain officers of the Company, as well as certain current tax accounts.
 

11




Variable Interest Entities.  We hold interests in certain entities, including credit data, information solutions and debt collections and recovery management ventures, that are considered variable interest entities, or VIEs.  These variable interests relate to ownership interests that require financial support for these entities.  Our investments related to these VIEs totaled $15.7 million at September 30, 2015, representing our maximum exposure to loss, with the exception of the guarantees referenced in Note 5.  We are not the primary beneficiary and are not required to consolidate any of these VIEs, with the exception of a debt collections and recovery management venture, for which we meet the consolidation criteria under ASC 810. In regards to that consolidated VIE, we have a 75% equity ownership interest and control of the activities that most significantly impact the VIE's economic performance. The assets and liabilities of the VIE for which we are the primary beneficiary were not significant to the Company’s consolidated financial statements, and no gain or loss was recognized because of its consolidation.

In evaluating whether we have the power to direct the activities of a VIE that most significantly impact its economic performance, we consider the purpose for which the VIE was created, the importance of each of the activities in which it is engaged and our decision-making role, if any, in those activities that significantly determine the entity's economic performance as compared to other economic interest holders. This evaluation requires consideration of all facts and circumstances relevant to decision-making that affects the entity's future performance and the exercise of professional judgment in deciding which decision-making rights are most important.

In determining whether we have the right to receive benefits or the obligation to absorb losses that could potentially be significant to the VIE, we evaluate all of our economic interests in the entity, regardless of form (debt, equity, management and servicing fees, and other contractual arrangements). This evaluation considers all relevant factors of the entity's design, including: the entity's capital structure, contractual rights to earnings (losses), subordination of our interests relative to those of other investors, contingent payments, as well as other contractual arrangements that have the potential to be economically significant. The evaluation of each of these factors in reaching a conclusion about the potential significance of our economic interests is a matter that requires the exercise of professional judgment.
Certain of our VIEs have redeemable noncontrolling interests that are subject to classification outside of permanent equity on the Company's consolidated balance sheet. The redeemable noncontrolling interests are reflected using the redemption method as of the balance sheet date. Redeemable noncontrolling interest adjustments to the redemption values are reflected in retained earnings. The adjustment of redemption value at the period end that reflects a redemption value in excess of fair value is included as an adjustment to net income attributable to Equifax stockholders for the purposes of the calculation of earnings per share. None of the current period adjustments reflect a redemption in excess of fair value. Additionally, due to the immaterial balance of the redeemable noncontrolling interest, we have elected to maintain the noncontrolling interest in permanent equity, rather than temporary equity, within our consolidated balance sheet.
Other Assets.  Other assets on our Consolidated Balance Sheets primarily represents our investment in unconsolidated affiliates, our cost method investment in Brazil, assets related to life insurance policies covering certain officers of the Company, and employee benefit trust assets.
 
Cost Method Investment.   We monitor the status of our cost method investment in order to determine if conditions exist or events and circumstances indicate that it may be impaired in that its carrying amount may exceed the fair value of the investment. Significant factors that are considered that could be indicative of an impairment include: changes in business strategy, market conditions, underperformance relative to historical or expected future operating results; and negative industry or economic trends. If potential indicators of impairment exist, we estimate the fair value of the investment using a combination of a discounted cash flow analysis and an evaluation of EBITDA multiples for comparable companies. If the carrying value of the investment exceeds the estimated fair value, an impairment loss is recorded based on the amount by which the investment’s carrying amount exceeds its fair value. We recorded an impairment of our cost method investment in the second quarter of 2015. See Note 2 for further discussion.

Other Current Liabilities. Other current liabilities on our Consolidated Balance Sheets consist of the offset to other current assets, related to amounts in specifically designated accounts that hold the funds that are due to customers from our debt collection and recovery management services. As of September 30, 2015, these funds were approximately $33.9 million. These amounts are restricted as to their current use, and will be released according to the specific customer agreements. Other current liabilities also include various accrued liabilities such as interest expense, accrued employee benefits, accrued taxes, accrued payroll, and accrued legal expenses.


12




Recent Accounting Pronouncements.    Reporting of Provisional Amounts in a Business Combination. In September 2015, the FASB issued ASU 2015-03 “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments”. This standard eliminates the requirement to restate prior period financial statements for measurement period adjustments following a business combination. The new standard requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The prior period impact of the adjustment should be either presented separately on the face of the income statement or disclosed in the notes. The guidance becomes effective for fiscal years and interim reporting periods beginning after December 15, 2015, with early adoption permitted for financial statements that have not been issued. We do not expect the adoption of this standard to have a material impact on our consolidated financial position, results of operations and cash flows.

Cloud Computing Arrangements. In April 2015, the FASB issued ASU 2015-05 “Intangibles—Goodwill and Other—Internal-Use Software: Customer's Accounting for Fees Paid in a cloud Computing Arrangement.” The update provides criteria for customers in a cloud computing arrangement to use to determine whether the arrangement includes a license of software. The guidance becomes effective for fiscal years and interim reporting periods beginning after December 15, 2015, with early adoption permitted. We do not expect the adoption of this standard to have a material impact on our consolidated financial position, results of operations and cash flows.

Presentation of Debt Issuance Costs. In April 2015, the FASB issued ASU 2015-03 “Interest - Imputation of Interest.” The guidance modified the presentation of debt issuance costs, to require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The guidance becomes effective for fiscal years and interim reporting periods beginning after December 15, 2015, with early adoption permitted. In August 2015, the FASB issued ASU 2015-15 "Interest - Imputation of Interest", which updated the ASU 2015-03 guidance to state that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. We do not expect the adoption of this standard to have a material impact on our consolidated financial position, results of operations and cash flows.

Discontinued Operations. In April 2014, the FASB issued ASU 2014-08 “Presentation of Financial Statements and Property, Plant, and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” The guidance modified the definition of a discontinued operation to include disposals that qualify as a strategic shift that has or will have a major effect on an entity’s operations and financial results. The guidance became effective for fiscal years and interim reporting periods beginning after December 15, 2014, with early adoption permitted. This standard did not have a material impact on our results of consolidated operations or financial position.

Revenue Recognition. In May 2014, the FASB issued ASU No. 2014-9, "Revenue from Contracts with Customers." ASU 2014-9 is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. ASU 2014-9 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-9 was originally effective for annual reporting periods, and interim periods within that period, beginning after December 15, 2016 and early adoption was not permitted. On July 9, 2015, the FASB voted to defer the effective date by one year to December 15, 2017 for interim and annual reporting periods beginning after that date and permitted early adoption of the standard, but not before the original effective date of December 15, 2016. Companies may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-9. The Company is evaluating the potential effects of the adoption of this standard on its Consolidated Financial Statements.

Going Concern. In August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements - Going Concern". ASU 2014-15 is intended to define management's responsibility to evaluate whether there is substantial doubt about an organization's ability to continue as a going concern and to provide related footnote disclosures. This guidance is effective for annual periods and interim periods within that period, beginning after December 15, 2016. We do not expect the adoption of this standard to have a material impact on our consolidated financial position, results of operations and cash flows.
 


13




2. IMPAIRMENT OF INVESTMENT IN BOA VISTA SERVICOS
 
We hold a 15% equity interest in Boa Vista Servicos ("BVS"), which is the second largest consumer and commercial credit information company in Brazil. This investment is recorded in other assets, net, on the Consolidated Balance Sheets and is accounted for using the cost method. As of December 31, 2014 and March 31, 2015, our investment in BVS was recorded at 90 million Brazilian Reais, which approximated the fair value. The fair value was determined by management using income and market approaches.

During the second quarter of 2015, management updated the financial projections. The updated projections, along with the continued weakness in the Brazilian consumer and small commercial credit markets were considered indicators of impairment. Management of Equifax prepared an analysis to estimate the fair value of our investment at June 30, 2015 and estimated that value to be 44 million Reais ($14.1 million). As a result, we decreased the carrying value of our investment and recorded a loss of 46 million Reais ($14.8 million) which is included in other (expense) income, net, in the Consolidated Statements of Income. Additionally, the carrying value has decreased by $36.4 million related to the foreign exchange impact since 2011, which is included in the foreign currency translation adjustments in accumulated other comprehensive income. As of September 30, 2015, our investment in BVS, recorded at 44 million Reais ($11.1 million), approximated the fair value.

3. GOODWILL AND INTANGIBLE ASSETS
 
Goodwill.   Goodwill represents the cost in excess of the fair value of the net assets acquired in a business combination. Goodwill is tested for impairment at the reporting unit level on an annual basis and on an interim basis if an event occurs or circumstances change that would reduce the fair value of a reporting unit below its carrying value. We perform our annual goodwill impairment tests as of September 30.
 
Our annual goodwill impairment testing was completed during the third quarter of 2015. The estimated fair value for all reporting units exceeded the carrying value of those units as of September 30, 2015. As a result, no goodwill impairment was recorded. Refer to our methodology of fair value estimates as discussed in the “Application of Critical Accounting Policies” section in this Form 10-Q.
 
In January 2015, the Personal Solutions business in the United Kingdom was consolidated into the North America Personal Solutions segment. The change was driven by an enterprise wide strategy to maximize the penetration of our products and services in our targeted markets. We determined that market focus and operating efficiency could be further improved by reorganizing and consolidating the United States, Canada and the United Kingdom Personal Solutions operating activities into one segment called Personal Solutions. To reflect this new organizational structure, we have reallocated goodwill from the Europe reporting unit to the Personal Solutions reporting unit based on the relative fair values of the respective portions of Europe. A change in reporting units requires that goodwill be tested for impairment. During the first quarter of 2015, we performed a goodwill impairment test prior to and following the reallocation of goodwill for Europe and Personal Solutions, which resulted in no impairment.

Changes in the amount of goodwill for the nine months ended September 30, 2015, are as follows:
 
 
 
U.S.
Information
Solutions
 
International
 
Workforce
Solutions
 
Personal
Solutions
 
Total
 
 
(In millions)
Balance, December 31, 2014(1)
 
$
1,120.6

 
$
487.0

 
$
907.6

 
$
91.6

 
$
2,606.8

Acquisitions
 

 

 

 

 

Adjustments to initial purchase price allocation
 

 

 

 

 

Foreign currency translation
 

 
(24.1
)
 

 
(1.7
)
 
(25.8
)
Tax benefits of stock options exercised
 

 

 

 

 

Balance, September 30, 2015
 
$
1,120.6

 
$
462.9

 
$
907.6

 
$
89.9

 
$
2,581.0

 
(1)The December 31, 2014 balances have been recast to reflect the new organizational structure. As of December 31, 2014, the Personal Solutions goodwill includes $75.0 million of goodwill from the Europe reporting unit.
 

14


3. GOODWILL AND INTANGIBLE ASSETS (Continued)



Indefinite-Lived Intangible Assets.   Indefinite-lived intangible assets consist of indefinite-lived reacquired rights representing the value of rights which we had granted to various affiliate credit reporting agencies that were reacquired in the U.S. and Canada. At the time we acquired these agreements, they were considered perpetual in nature under the accounting guidance in place at that time and, therefore, the useful lives are considered indefinite. Indefinite-lived intangible assets are not amortized. We are required to test indefinite-lived intangible assets for impairment annually and whenever events or circumstances indicate that there may be an impairment of the asset value. We perform our annual indefinite-lived intangible asset impairment test as of September 30. The estimated fair value of our indefinite-lived intangible assets exceeded the carrying value as of September 30, 2015. As a result, no impairment was recorded. Our indefinite-lived intangible asset carrying amounts did not change materially during the three and nine months ended September 30, 2015.  
 
Purchased Intangible Assets.   Purchased intangible assets represent the estimated acquisition date fair value of acquired intangible assets used in our business. Purchased data files represent the estimated acquisition date fair value of consumer credit files acquired primarily through the purchase of independent credit reporting agencies in the U.S. and Canada. We expense the cost of modifying and updating credit files in the period such costs are incurred. Our reacquired rights represent the value of rights which we had granted to Computer Sciences Corporation that were reacquired in connection with the acquisition of certain assets of CSC Credit Services (“CSC Credit Services Acquisition”) in the fourth quarter of 2012. These reacquired rights are being amortized over the remaining term of the affiliation agreement on a straight-line basis until August 1, 2018. We amortize all of our purchased intangible assets on a straight-line basis. For additional information about the useful lives related to our purchased intangible assets, see Note 1 of the Notes to Consolidated Financial Statements in our 2014 Form 10-K.

Purchased intangible assets at September 30, 2015 and December 31, 2014 consisted of the following:
 
 
 
September 30, 2015
 
December 31, 2014
 
 
Gross
 
Accumulated
Amortization
 
Net
 
Gross
 
Accumulated
Amortization
 
Net
Definite-lived intangible assets:
 
(In millions)
Purchased data files
 
$
668.4

 
$
(231.6
)
 
$
436.8

 
$
692.0

 
$
(218.8
)
 
$
473.2

Acquired software and technology
 
53.1

 
(33.7
)
 
19.4

 
53.9

 
(26.4
)
 
27.5

Customer relationships
 
567.9

 
(230.0
)
 
337.9

 
570.7

 
(204.3
)
 
366.4

Reacquired rights
 
73.3

 
(36.1
)
 
37.2

 
73.3

 
(26.3
)
 
47.0

Proprietary database
 
7.4

 
(5.7
)
 
1.7

 
7.4

 
(5.4
)
 
2.0

Non-compete agreements
 
26.3

 
(17.3
)
 
9.0

 
27.0

 
(11.8
)
 
15.2

Trade names and other intangible assets
 
50.4

 
(32.7
)
 
17.7

 
51.1

 
(28.5
)
 
22.6

Total definite-lived intangible assets
 
$
1,446.8

 
$
(587.1
)
 
$
859.7

 
$
1,475.4

 
$
(521.5
)
 
$
953.9

 
Amortization expense from continuing operations related to purchased intangible assets was $30.5 million and $33 million during the three months ended September 30, 2015 and 2014, respectively. Amortization expense from continuing operations related to purchased intangible assets was $93 million and $98.3 million during the nine months ended September 30, 2015 and 2014, respectively.  


15


4. DEBT
 
Debt outstanding at September 30, 2015 and December 31, 2014 was as follows:
 
 
 
September 30, 2015
 
December 31, 2014
 
 
(In millions)
Commercial paper
 
$
185.0

 
$
379.7

Notes, 6.30%, due July 2017
 
272.5

 
272.5

Notes, 3.30%, due Dec 2022
 
500.0

 
500.0

Debentures, 6.90%, due July 2028
 
125.0

 
125.0

Notes, 7.00%, due July 2037
 
250.0

 
250.0

Other
 
1.8

 
0.7

Total debt
 
1,334.3

 
1,527.9

Less short-term debt and current maturities
 
(186.8
)
 
(380.4
)
Less unamortized discounts
 
(1.6
)
 
(1.8
)
Total long-term debt, net
 
$
1,145.9

 
$
1,145.7

 
Senior Credit Facility.   We are party to a $750.0 million unsecured revolving credit facility, which we refer to as the Senior Credit Facility, with a group of financial institutions.  The Senior Credit Facility also has an accordion feature that allows us to request an increase in the total commitment to $1.0 billion.  Borrowings may be used for general corporate purposes, including working capital, capital expenditures, acquisitions and share repurchase programs. The Senior Credit Facility is scheduled to expire in December 2017. 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. As of September 30, 2015, there were $1.5 million of letters of credit outstanding. As of September 30, 2015, there were no outstanding borrowings under this facility and $563.5 million was available for borrowing.
 
Commercial Paper Program.   Our $750.0 million commercial paper program has been established through the private placement of commercial paper notes from time-to-time. Maturities of commercial paper can range from overnight to 397 days. The commercial paper program is supported by our Senior Credit Facility and, pursuant to our existing Board of Directors authorization, the total amount of commercial paper which may be issued is reduced by the amount of any outstanding borrowings under our Senior Credit Facility. At September 30, 2015, $185.0 million in commercial paper notes was outstanding, all with maturities of less than 90 days.
 
For additional information about our debt agreements, see Note 6 of the Notes to Consolidated Financial Statements in our 2014 Form 10-K.
 
5. COMMITMENTS AND CONTINGENCIES
 
Data Processing, Outsourcing Services and Other Agreements.  We have separate agreements with IBM, Tata Consultancy Services and others to outsource portions of our computer data processing operations, applications development, maintenance and related functions and to provide certain other administrative and operational services. The agreements expire between 2015 and 2023. The estimated aggregate minimum contractual obligation remaining under these agreements was approximately $60 million as of December 31, 2014, with no future year’s minimum contractual obligation expected to exceed approximately $40 million. Annual payment obligations in regard to these agreements vary due to factors such as the volume of data processed; changes in our servicing needs as a result of new product offerings, acquisitions or divestitures; the introduction of significant new technologies; foreign currency; or the general rate of inflation. In certain circumstances (e.g., a change in control or for our convenience), we may terminate these data processing and outsourcing agreements and, in doing so, certain of these agreements require us to pay a significant penalty. During the first quarter of 2015, we amended our agreement with IBM and signed an agreement with Oracle. These agreements increased our minimum contractual obligation to approximately $100 million as of September 30, 2015.
  

16

5. COMMITMENTS AND CONTINGENCIES (Continued)


Guarantees and General Indemnifications.   We may issue standby letters of credit and performance bonds in the normal course of business. The aggregate notional amount of all performance bonds and standby letters of credit was not material at September 30, 2015, and all have a remaining maturity of one year or less. We may issue other guarantees in ordinary course of business. The maximum potential future payments we could be required to make under the guarantees in ordinary course of business is not material at September 30, 2015. We have agreed to guarantee the liabilities and performance obligations (some of which have limitations) of a certain debt collections and recovery management VIE under its commercial agreements.

We have agreed to standard indemnification clauses in many of our lease agreements for office space, covering such things as tort, environmental and other liabilities that arise out of or relate to our use or occupancy of the leased premises. Certain of our credit agreements include provisions which require us to make payments to preserve an expected economic return to the lenders if that economic return is diminished due to certain changes in law or regulations. In conjunction with certain transactions, such as sales or purchases of operating assets or services in the ordinary course of business, or the disposition of certain assets or businesses, we sometimes provide routine indemnifications, the terms of which range in duration and sometimes are not limited. Additionally, the Company has entered into indemnification agreements with its directors and executive officers to indemnify such individuals to the fullest extent permitted by applicable law against liabilities that arise by reason of their status as directors or officers. The Company maintains directors and officers liability insurance coverage to reduce its exposure to such obligations.
 
We cannot reasonably estimate our potential future payments under the guarantees and indemnities and related provisions described above because we cannot predict when and under what circumstances these provisions may be triggered. We had no accruals related to guarantees and indemnities on our Consolidated Balance Sheets at September 30, 2015 or December 31, 2014.
 
Contingencies.   We are involved in legal and regulatory matters, government investigations, claims and litigation arising in the ordinary course of business. We periodically assess our exposure related to these matters based on the information which is available. We have recorded accruals in our Consolidated Financial Statements for those matters in which it is probable that we have incurred a loss and the amount of the loss, or range of loss, can be reasonably estimated. These amounts do not have a material impact on our Consolidated Financial Statements, either individually or in the aggregate.
 
For additional information about these and other commitments and contingencies, see Note 7 of the Notes to Consolidated Financial Statements in our 2014 Form 10-K.  

6. INCOME TAXES
 
We are subject to U.S. federal, state and international income taxes. We are generally no longer subject to federal, state, or international income tax examinations by tax authorities for years ending prior to December 31, 2009, with few exceptions. Due to the potential for resolution of state and foreign examinations, and the expiration of various statutes of limitations, it is reasonably possible that our gross unrecognized tax benefit balance may change within the next twelve months by a range of $0 to $5.6 million.
 
Effective Tax Rate.       Our effective income tax rate was 30.8% for the three months ended September 30, 2015, down from 32.5% for the same period in 2014. The effective income tax rate was 31.4% for the nine months ended September 30, 2015, as compared to 34.9% for the same period in 2014. In 2015, the income tax rates were lower due to state income tax benefits generated from a tax law change enacted during the second quarter of 2015, a more favorable foreign rate differential compared to 2014, and beneficial rate impacts associated with other permanent items including the settlement of escrow related to a past acquisition.


17


7. ACCUMULATED OTHER COMPREHENSIVE INCOME
 
Changes in accumulated other comprehensive income by component, after tax, for the nine months ended September 30, 2015, are as follows:
 
 
 
Foreign
currency
 
Pension and other
postretirement
benefit plans
 
Cash flow
hedging
transactions
 
Total
 
 
(In millions)
Balance, December 31, 2014
 
$
(170.3
)
 
$
(263.3
)
 
$
(1.8
)
 
$
(435.4
)
Other comprehensive income before reclassifications
 
(49.6
)
 
0.2

 
0.2

 
(49.2
)
Amounts reclassified from accumulated other comprehensive income
 

 
7.5

 

 
7.5

Net current-period other comprehensive income
 
(49.6
)
 
7.7

 
0.2

 
(41.7
)
Balance, September 30, 2015
 
$
(219.9
)
 
$
(255.6
)
 
$
(1.6
)
 
$
(477.1
)
 
Reclassifications out of accumulated other comprehensive income for the nine months ended September 30, 2015, are as follows:
 
Details about accumulated other
comprehensive income components
 
Amount reclassified
from accumulated other
comprehensive income
 
Affected line item in
the statement where
net income is presented
 
 
(In millions)
 
 
Amortization of pension and other postretirement plan items:
 
 

 
 
Prior service cost
 
$
0.3

 
(1)
Recognized actuarial loss
 
(12.3
)
 
(1)
 
 
(12.0
)
 
Total before tax
 
 
4.5

 
Tax benefit
 
 
$
(7.5
)
 
Net of tax
 
(1)These accumulated other comprehensive income components are included in the computation of net periodic pension cost (See Note 8 Benefit Plans for additional details).

Changes in accumulated other comprehensive income related to noncontrolling interests were not material as of September 30, 2015.



18


8. BENEFIT PLANS
 
We sponsor defined benefit pension plans and defined contribution plans. For additional information about our benefit plans, see Note 11 of the Notes to Consolidated Financial Statements in our 2014 Form 10-K.
 
The following table provides the components of net periodic benefit cost, included in selling, general and administrative expenses in the Consolidated Statements of Income, for the three and nine months ended September 30, 2015 and 2014:
 
 
 
Pension Benefits
 
Other Benefits
 
 
Three Months Ended September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
(In millions)
Service cost
 
$
1.1

 
$
1.1

 
$
0.1

 
$
0.1

Interest cost
 
7.7

 
7.8

 
0.2

 
0.2

Expected return on plan assets
 
(10.1
)
 
(9.9
)
 
(0.4
)
 
(0.4
)
Amortization of prior service cost
 
0.2

 
0.2

 
(0.3
)
 
(0.3
)
Recognized actuarial loss
 
4.0

 
3.2

 
0.1

 
0.1

Total net periodic benefit cost
 
$
2.9

 
$
2.4

 
$
(0.3
)
 
$
(0.3
)
 
 
 
Pension Benefits
 
Other Benefits
 
 
Nine months ended September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
(In millions)
Service cost
 
$
3.3

 
$
3.3

 
$
0.3

 
$
0.3

Interest cost
 
23.1

 
23.4

 
0.6

 
0.6

Expected return on plan assets
 
(30.1
)
 
(29.7
)
 
(1.2
)
 
(1.2
)
Amortization of prior service cost
 
0.6

 
0.6

 
(0.9
)
 
(0.9
)
Recognized actuarial loss
 
12.0

 
9.6

 
0.3

 
0.3

Total net periodic benefit cost
 
$
8.9

 
$
7.2

 
$
(0.9
)
 
$
(0.9
)
 

9.  RESTRUCTURING CHARGES
 
In the first quarter of 2015, we recorded a $20.7 million restructuring charge ($13.2 million, net of tax) all of which was recorded in selling, general and administrative expenses on our Consolidated Statements of Income. This charge resulted from our continuing efforts to realign our internal resources to support the Company’s strategic objectives and increase the integration of our global operations.
The restructuring charge primarily relates to a reduction of headcount of approximately 300 positions resulting in a charge of $16.2 million, which was accrued for under existing severance plans or statutory requirements. The remainder was related to costs associated with real estate exits of $1.2 million and other integration costs of $3.3 million. Generally, severance benefits for our U.S. and international employees are paid in the form of a lump sum cash payment according to the number of weeks of severance benefit provided to the employee. Payments related to the above restructuring charges will be substantially completed within 2015. Payments related to the above restructuring charges totaled $1.9 million and $13.0 million for the three and nine months ended September 30, 2015, respectively.

19


10. SEGMENT INFORMATION
 
Organizational Realignment.  In January 2015, the personal solutions business in the United Kingdom was consolidated into the North America Personal Solutions segment. The change was driven by an enterprise wide strategy to maximize the penetration of our products and services in our targeted markets. We determined that market focus and operating efficiency could be further improved by reorganizing and consolidating the United States, Canada and the United Kingdom Personal Solutions operating activities into one segment called Personal Solutions. As a result, we modified our segment reporting effective in the first quarter of 2015. Our financial results for the three and nine months ended September 30, 2014, have been recast below to reflect our new organizational structure.
 
Reportable Segments.   We manage our business and report our financial results through the following four reportable segments, which are the same as our operating segments:

-    U.S. Information Solutions ("USIS")
-    International
-    Workforce Solutions
-    Personal Solutions
 
The accounting policies of the reportable segments are the same as those described in our summary of significant accounting policies in Note 1 of the Notes to Consolidated Financial Statements in our 2014 Form 10-K. We evaluate the performance of these reportable segments based on their operating revenues, operating income and operating margins, excluding unusual or infrequent items, if any. Inter-segment sales and transfers are not material for all periods presented. The measurement criteria for segment profit or loss and segment assets are substantially the same for each reportable segment. All transactions between segments are accounted for at cost, and no timing differences occur between segments.
 
A summary of segment products and services is as follows:
 
U.S. Information Solutions.   This segment includes consumer and commercial information services (such as credit information and credit scoring, credit modeling services and portfolio analytics (decisioning tools), which are derived from our databases of business credit and financial information, locate services, fraud detection and prevention services, identity verification services and other consulting services); mortgage loan origination information; financial marketing services; and identity management.
 
International.   This segment includes information services products, which includes consumer and commercial services (such as credit and financial information, credit scoring and credit modeling services), credit and other marketing products and services. In Europe and Latin America, we also provide information, technology and services to support debt collections and recovery management.
 
Workforce Solutions.   This segment includes employment, income and social security number verification services as well as complementary payroll-based transaction services and employment tax management services.
 
Personal Solutions.   This segment includes credit information, credit monitoring and identity theft protection products sold directly to consumers via the internet and in various hard-copy formats in the U.S., Canada, and the U.K.
 
Operating revenue and operating income by operating segment during the three and nine months ended September 30, 2015 and 2014 are as follows:
 
 
 
Three Months Ended
 
Nine Months Ended
(In millions)
 
September 30,
 
September 30,
Operating revenue:
 
2015
 
2014
 
2015
 
2014
U.S. Information Solutions
 
$
312.3

 
$
278.6

 
$
926.7

 
$
820.9

International
 
148.8

 
148.1

 
436.0

 
438.9

Workforce Solutions
 
139.0

 
122.5

 
434.0

 
361.6

Personal Solutions
 
67.3

 
64.2

 
200.6

 
190.4

Total operating revenue
 
$
667.4

 
$
613.4

 
$
1,997.3

 
$
1,811.8

 

20


10. SEGMENT INFORMATION (Continued)


 
 
Three Months Ended
 
Nine Months Ended
(In millions)
 
September 30,
 
September 30,
Operating income:
 
2015
 
2014
 
2015
 
2014
U.S. Information Solutions
 
$
123.4

 
$
104.3

 
$
382.8

 
$
312.4

International
 
29.6

 
33.3

 
87.1

 
95.1

Workforce Solutions
 
49.9

 
39.8

 
165.9

 
119.0

Personal Solutions
 
18.1

 
20.8

 
54.8

 
58.3

General Corporate Expense
 
(46.7
)
 
(44.5
)
 
(173.6
)
 
(111.8
)
Total operating income
 
$
174.3

 
$
153.7

 
$
517.0

 
$
473.0

  

 
 
 
 
 
 
 
 
September 30,
 
December 31,
(In millions)
 
2015
 
2014
Total assets:
 
 
 
 
U.S. Information Solutions
 
$
1,946.4

 
$
1,983.9

International
 
875.7

 
983.7

Workforce Solutions
 
1,270.3

 
1,271.3

Personal Solutions
 
120.3

 
123.8

General Corporate
 
328.7

 
311.5

Total assets
 
$
4,541.4

 
$
4,674.2



21


ITEM 2.  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 and income 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 and 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-related 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 businesses across a wide range of industries, international geographies and individual consumers.
 
Segment and Geographic Information  

Segments.   The USIS segment, the largest of our four segments, consists of three product and service lines: Online Information Solutions; Mortgage Solutions; and Financial Marketing Services. Online Information Solutions and Mortgage Solutions revenue is principally transaction-based and is derived from our sales of products such as consumer and commercial credit reporting and scoring, identity management, fraud detection and modeling services. USIS also markets certain decisioning software services, which facilitate and automate a variety of consumer and commercial credit-oriented decisions. Financial Marketing Services revenue is principally project and subscription based and is derived from our sales of batch credit and consumer wealth 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, Europe and Latin America. Canada’s products and services are similar to our USIS offerings, while Europe and Latin America are made up of varying mixes of product lines that are in our USIS reportable segment. In Europe and Latin America, we also provide information and technology services to support lenders and other creditors in the collections and recovery management process.
 
In January 2015, the personal solutions business in the United Kingdom was consolidated into the North America Personal Solutions segment. The change was driven by an enterprise wide strategy to maximize the penetration of our products and services in our targeted markets. We determined that market focus and operating efficiency could be further improved by reorganizing and consolidating the United States, Canada and the United Kingdom Personal Solutions operating activities into one segment called Personal Solutions.

The Workforce Solutions segment consists of the Verification Services and Employer Services business lines. Verification Services revenue is transaction-based and is derived primarily from employment and income verification. Employer Services 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 include unemployment claims management, employment-based tax credit services and other complementary employment-based transaction services.
 
Personal Solutions revenue is both transaction and subscription based and is derived from the sale of credit monitoring and identity theft protection products, which we deliver electronically to consumers primarily via the internet in the U.S., Canada, and the U.K. We reach consumers directly and indirectly through partners.
  
Geographic Information.   We currently have significant operations in the following countries: Argentina, Canada, Chile, Costa Rica, Ecuador, El Salvador, Honduras, Mexico, Paraguay, Peru, Portugal, the Republic of Ireland, Spain, the U.K., Uruguay and the U.S. Our operations in the Republic of Ireland focus on data handling and customer support activities. We also offer consumer credit services in India and Russia through joint ventures and have an investment in a consumer and commercial credit information company in Brazil.

22


 
Key Performance Indicators.    Management focuses on a variety of key indicators to monitor operating and financial performance. These performance indicators include operating revenue, change in operating revenue, operating income, operating margin, net income attributable to Equifax, diluted earnings per share, cash provided by operating activities and capital expenditures. The key performance indicators for the three and nine months ended September 30, 2015 and 2014 were as follows:
 

 
 
Key Performance Indicators
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
(In millions, except per share data)
 
(In millions, except per share data)
Operating revenue
 
$
667.4

 
$
613.4

 
$
1,997.3

 
$
1,811.8

Operating revenue change
 
9
%
 
7
%
 
10
%
 
5
%
Operating income
 
$
174.3

 
$
153.7

 
$
517.0

 
$
473.0

Operating margin
 
26.1
%
 
25.1
%
 
25.9
%
 
26.1
%
Net income attributable to Equifax
 
$
117.9

 
$
92.7

 
$
317.2

 
$
269.4

Diluted earnings per share from continuing operations
 
$
0.98

 
$
0.75

 
$
2.62

 
$
2.17

Cash provided by operating activities
 
$
247.2

 
$
188.8

 
$
536.8

 
$
413.4

Capital expenditures
 
$
(38.4
)
 
$
(26.2
)
 
$
(93.6
)
 
$
(63.9
)

 
Operational and Financial Highlights
 
We repurchased 2.1 million shares of our common stock on the open market for $196.3 million during the first nine months of 2015. At September 30, 2015, $667.2 million was available for future purchases of common stock under our share repurchase authorization.

We paid out $103.4 million or $0.87 per share in dividends to our shareholders during the first nine months of 2015.

Business Environment and Company Outlook
 
Demand for our services tends to be correlated to general levels of economic activity and to consumer credit activity, both enhanced by our own initiatives to expand our products and markets served, and to small commercial credit and marketing activity. In 2015, in the United States, we expect modest growth in overall economic activity and consumer credit for the remainder of the year. Mortgage market origination activity was down in the third quarter and we expect mortgage market originations to be down further in the fourth quarter. Internationally, the environment continues to be challenging as various countries address their particular political, fiscal and economic issues. In addition, weaker foreign exchange rates, compared to the prior year, will negatively impact growth in revenue and profit when reported in U.S. dollars.
    
Over the long term, we expect that our ongoing investments in new product innovation, business execution, enterprise growth initiatives, technology infrastructure, and continuous process improvement will enable us to deliver long-term average organic revenue growth ranging between 6% and 8% with additional growth of 1% to 2% derived from strategic acquisitions consistent with our long term business strategy. We also expect to grow earnings per share at a somewhat faster rate than revenue over time as a result of both operating and financial leverage.
 


23


RESULTS OF OPERATIONS—THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014
 
Consolidated Financial Results
 
Operating Revenue
 
 
 
Three Months Ended
September 30,
 
Change
 
Nine Months Ended
September 30,
 
Change
Consolidated Operating Revenue
 
2015
 
2014
 
$
 
%
 
2015
 
2014
 
$
 
%
 
 
(In millions)
 
(In millions)
U.S. Information Solutions
 
$
312.3

 
$
278.6

 
$
33.7

 
12
%
 
$
926.7

 
$
820.9

 
$
105.8

 
13
 %
International
 
148.8

 
148.1

 
0.7

 
%
 
436.0

 
438.9

 
(2.9
)
 
(1
)%
Workforce Solutions
 
139.0

 
122.5

 
16.5

 
13
%
 
434.0

 
361.6

 
72.4

 
20
 %
Personal Solutions
 
67.3

 
64.2

 
3.1

 
5
%
 
200.6

 
190.4

 
10.2

 
5
 %
Consolidated operating revenue
 
$
667.4

 
$
613.4

 
$
54.0

 
9
%
 
$
1,997.3

 
$
1,811.8

 
$
185.5

 
10
 %

 
Revenue increased by $54.0 million or 9% and $185.5 million or 10% in the third quarter and first nine months of 2015, respectively, compared to the same periods in 2014. This broad-based growth was driven by revenue increases in direct to consumer reseller, mortgage, financial services, auto, government and pre-employment verticals. Total revenue was negatively impacted by foreign exchange rates, which reduced revenue, on a constant currency basis, by $21.5 million or 3% and $57.5 million or 3% when compared to the third quarter and the first nine months of 2014, respectively.
 
Operating Expenses
  
 
 
Three Months Ended
September 30,
 
Change
 
Nine Months Ended
September 30,
 
Change
Consolidated Operating Expenses
 
2015
 
2014
 
$
 
%
 
2015
 
2014
 
$
 
%
 
 
(In millions)
 
(In millions)
Consolidated cost of services
 
$
226.5

 
$
211.0

 
$
15.5

 
7
 %
 
$
662.4

 
$
630.1

 
$
32.3

 
5
 %
Consolidated selling, general and administrative expenses
 
217.2

 
197.8

 
19.4

 
10
 %
 
668.8

 
556.7

 
112.1

 
20
 %
Consolidated depreciation and amortization expense
 
49.4

 
50.9

 
(1.5
)
 
(3
)%
 
149.1

 
152.0

 
(2.9
)
 
(2
)%
Consolidated operating expenses
 
$
493.1

 
$
459.7

 
$
33.4

 
7
 %
 
$
1,480.3

 
$
1,338.8

 
$
141.5

 
11
 %

 
The increase in cost of services, when compared to the third quarter and first nine months of 2014, was due to the increase in production costs driven by higher revenues, as well as increases in people costs and professional services. The effect of changes in foreign exchange rates reduced cost of services, on a constant currency basis, by $7.3 million and $19.9 million in the three and nine months ended September 30, 2015, respectively.
 
Selling, general and administrative expense increased $19.4 million and $112.1 million in the three and nine months ended September 30, 2015, as compared to the same periods in 2014.  The increase for three months ended September 30, 2015, was due to increases in people costs, marketing expenses, professional fees, as well as litigation and regulatory compliance expenses. The increase for the nine months ended September 30, 2015, was due to the items listed above, as well as the realignment of internal resources of $20.7 million recorded in the first quarter of 2015. The impact of changes in foreign currency exchange rates reduced our selling, general and administrative expenses, on a constant currency basis,by $6.8 million and $18.8 million in the three and nine months ended September 30, 2015, respectively.
 
Depreciation and amortization expense for the third quarter and first nine months of 2015 were slightly lower compared to the same periods in 2014, due to foreign currency fluctuations.


24


Operating Income and Operating Margin

 
 
Three Months Ended
September 30,
 
Change
 
 
 
Nine Months Ended
September 30,
 
Change
 
 
Consolidated Operating Income
 
2015
 
2014
 
$
 
%
 
 
 
2015
 
2014
 
$
 
%
 
 
 
 
(In millions)
 
 
 
 
 
(In millions)
 
 
 
 
Consolidated operating revenue
 
$
667.4

 
$
613.4

 
$
54.0

 
9
%
 
 
 
$
1,997.3

 
$
1,811.8

 
$
185.5

 
10
 %
 
 
Consolidated operating expenses
 
493.1

 
459.7

 
33.4

 
7
%
 
 
 
1,480.3

 
1,338.8

 
141.5

 
11
 %
 
 
Consolidated operating income
 
$
174.3

 
$
153.7

 
$
20.6

 
13
%
 
 
 
$
517.0

 
$
473.0

 
$
44.0

 
9
 %
 
 
Consolidated operating margin
 
26.1
%
 
25.1
%
 
 

 
1.0

 
% pts
 
25.9
%
 
26.1
%
 
 

 
(0.2
)
 
% pts


Total company margin increased in the third quarter of 2015 due to improved margins in our USIS and Workforce Solutions businesses, offset by declines in the International and PSOL margin. The total company margin decreased slightly for the first nine months of 2015 due to the costs for the realignment of internal resources of $20.7 million and other increases in people costs. The decrease was offset by the margin improvements of 320 basis points and 530 basis points in our USIS and Workforce Solutions segments, respectively.
 
Interest Expense and Other Expense, net
 
 
 
Three Months Ended
September 30,
 
Change
 
Nine Months Ended
September 30,
 
Change
Consolidated Interest Expense and Other Income, net
 
2015
 
2014
 
$
 
%
 
2015
 
2014
 
$
 
%
 
 
(In millions)
 
 
 
(In millions)
 
 
Consolidated interest expense
 
$
(15.8
)
 
$
(17.1
)
 
$
(1.3
)
 
(8
)%
 
$
(48.1
)
 
$
(51.8
)
 
$
(3.7
)
 
(7
)%
Consolidated other income, net
 
14.4

 
3.2

 
11.2

 
350
 %
 

 
1.6

 
(1.6
)
 
(100
)%
Average cost of debt