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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Georgia
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58-0401110
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1550 Peachtree Street, N.W.
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Atlanta, Georgia
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30309
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $1.25 par value per share
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New York Stock Exchange
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x
Large accelerated filer
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¨
Accelerated filer
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¨
Non-accelerated filer
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¨
Smaller reporting company
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(Do not check if a smaller reporting company)
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Page
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•
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U.S. Information Solutions (USIS)
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provides consumer and commercial information solutions to businesses in the U.S. including online information, decisioning technology solutions, fraud and identity management services, portfolio management services, mortgage reporting and financial marketing services.
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•
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International
—which includes our Canada, Europe and Latin America business units, provides products and services similar to those available in the USIS operating segment but with variations by geographic region. In Europe and Latin America, we also provide information, technology and services to support debt collections and recovery management.
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•
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Workforce Solutions
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provides services enabling clients to verify income and employment (Verification Services) as well as to outsource and automate the performance of certain payroll-related and human resources management business processes, including unemployment cost management, tax credits and incentives and I-9 management services and services to allow employers to ensure compliance with the Affordable Care Act (Employer Services).
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Personal Solutions
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provides products to consumers in the United States, Canada, and the U.K., enabling them to understand and monitor their credit and monitor and help protect their identity. We also sell consumer and credit information to resellers who combine our information with other information to provide direct to consumer monitoring, reports and scores.
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•
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Deliver consistently strong profitable growth and shareholder returns.
We seek to meet or exceed our financial commitments on revenue growth and margins through disciplined execution of our strategic initiatives and by positioning ourselves as a premier provider of high value information solutions.
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Develop unparalleled analytical insights leveraging Equifax unique data.
We continue to invest in and acquire unique sources of credit and non-credit information to enhance the variety and quality of our services while increasing clients’ confidence in information-based business decisions. Areas of focus for investment in new sources of data include, among others, positive payment data, real estate data and new commercial business data. We also have developed unique capabilities to integrate customer and third-party data into our solution offerings to further enhance the decisioning solutions we develop for our customers.
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Innovate for market leadership in key domains and verticals.
We seek to increase our share of clients’ spend on information-related services through developing and introducing new products, pricing our services in
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Serve as a trusted steward and advocate for our customers and consumers.
This includes continuously improving the customer and consumer experience in our consumer and commercial offerings, anticipating and executing on regulatory initiatives, while simultaneously delivering security for our services.
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Invest in talent to drive our strategy and foster a culture of innovation.
We attract top talent by continuing to expand and diversify our talent pipeline. We regularly undertake various talent initiatives to engage, develop, and retain our top talent.
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(1)
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Predominantly sold to companies who serve the direct to consumer market and includes other small end user markets.
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(2)
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Other includes revenue from marketing services, insurance, healthcare and other miscellaneous end user markets.
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USIS
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International
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Workforce Solutions
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Online Information Solutions
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Financial Marketing Services
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Mortgage Services
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Canada
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Europe
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Latin America
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Verification Services
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Employer Services
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Personal Solutions
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Online data
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X
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X
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X
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X
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X
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X
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X
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Portfolio management services
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X
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X
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X
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X
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X
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X
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X
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Analytical services
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X
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X
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X
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X
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X
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X
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X
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X
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X
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Technology services
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X
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X
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X
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X
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X
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Identity management and fraud
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X
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X
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X
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X
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X
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X
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Marketing Services
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X
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X
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X
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X
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Direct to consumer credit monitoring
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X
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Employment and income verification services
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X
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Business process outsourcing (BPO)
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X
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X
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Debt collection software, services and analytics
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X
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X
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X
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X
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•
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Competition for our consumer credit information solutions and personal solutions products varies by both application and industry, but generally includes two global consumer credit reporting companies, Experian and TransUnion, both of which offer a product suite similar to our credit reporting solutions, and LifeLock, a national provider of personal identity theft protection products, as well as emerging competitors offering free credit scores including Credit Karma. There are also a large number of competitors who offer competing products in specialized areas (such as fraud prevention, risk management and application processing and decisioning solutions) and software companies offering credit modeling services or analytical tools. As a premier provider of information based insights and solutions, we believe that our products offer clients an advantage over those of our credit based competitors because of the depth and breadth of our consumer information files, which we believe to be superior in terms of accuracy, coverage and availability. Other differentiators include our decisioning technology and the features and functionality of our analytical capabilities. Our competitive strategy is to emphasize improved decision making and product quality while remaining competitive on price. Our marketing services products also compete with the foregoing companies and others who offer demographic information products, including Acxiom, Harte-Hanks and infoGROUP. We also compete with Fair Isaac Corporation with respect to certain of our analytical tools and solutions.
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Competition for our commercial solutions products primarily includes Experian, The Dun & Bradstreet and Cortera, and providers of these services in the international markets we serve. We believe our access to and knowledge of U.S. small business loan information from financial institutions combined with our consumer credit information in the case of small business owners enables more efficient and effective decision-making for the small business segment of that market.
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Competition for our employment and income verification services includes large employers who serve their own needs through in-house systems to manage verification as well as regional online verification companies, such as Verify Jobs and First Advantage, who offer verification services along with other human resources and tax services. Competition in the Employer Services market is diverse and includes in-house management of such services or the outsourcing of one or more of such services to HR consulting firms such as Mercer and Towers Watson, HR management services providers such as Oracle and Silk Road, payroll processors such as ADP and Ceridian, accounting firms such as PricewaterhouseCoopers and Ernst & Young, analytics companies such as Tableau and Visier and hundreds of smaller companies that provide one or multiple offerings that compete with our Employer Services business. Competition in the Verification Services market includes employers who manage verifications in-house, lenders who obtain verifications directly from employers, and online and offline verification companies, such as Verify Job System, Corporate Cost Control, Thomas & Thorngren and Employers Edge.
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Competition for our debt collection and recovery management software, services and analytics is similar to the competition for our consumer credit information solutions. We believe that the breadth and depth of our data assets enable our clients to develop a more current and comprehensive view of consumers. In the category of platforms and analytics, we compete to some extent with entities that deploy collections platforms, account management systems or recovery solutions.
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FCRA - The United States Fair Credit Reporting Act (“FCRA”) regulates consumer reporting agencies, including us, as well as data furnishers and users of consumer reports such as banks and other companies. FCRA provisions govern the accuracy, fairness and privacy of information in the files of consumer reporting agencies (“CRAs”) that engage in the practice of assembling or evaluating certain information relating to consumers for certain specified purposes. The FCRA limits the type of information that may be reported by CRAs, limits the distribution and use of consumer reports and establishes consumer rights to access and dispute their credit files. CRAs are required to follow reasonable procedures to assure maximum possible accuracy of the information concerning the individual about whom the report relates and if a consumer disputes the accuracy of any information in the consumer’s file, to conduct a reasonable reinvestigation. CRAs are required to make available to consumers a free annual credit report. The FCRA imposes many other requirements on CRAs, data furnishers and users of consumer report information. Violation of the FCRA can result in civil and criminal penalties. The
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The Dodd-Frank Act - One of the purposes of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) is to protect consumers from abusive financial services practices. Title X of the Dodd-Frank Act created the CFPB. The Dodd-Frank Act transfers authority under certain existing laws to the CFPB and provides it with examination and supervisory authority. The Dodd-Frank Act also prohibits unfair, deceptive or abusive acts or practices (“UDAAP”) with respect to consumer finance and provides the CFPB with authority to enforce those provisions. We are subject to the examination and supervision of the CFPB. The CFPB may pursue administrative proceedings or litigation to enforce the laws and rules subject to its jurisdiction. In these proceedings the CFPB can obtain cease and desist orders, which can include orders for restitution to consumers or rescission of contracts, as well as other types of affirmative relief, and monetary penalties ranging from $5,000 per day for ordinary violations and up to $1 million per day for knowing violations. Also, the Dodd-Frank Act empowers state attorneys general and state regulators to bring civil actions in certain circumstances for the kind of cease and desist orders available to the CFPB (but not for civil penalties).
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FTC Act - The Federal Trade Commission Act (“FTC Act”) prohibits unfair methods of competition and unfair or deceptive acts or practices. We must comply with the FTC Act when we market our services, such as consumer credit monitoring services offered through our Personal Solutions unit. The security measures we employ to safeguard the personal data of consumers could also be subject to the FTC Act, and failure to safeguard data adequately may subject us to regulatory scrutiny or enforcement action. There is no private right of action under the FTC Act.
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GLBA - The Financial Services Modernization Act of 1999, or Gramm-Leach-Bliley Act (“GLBA”) regulates, among other things, the use of non-public personal information of consumers that is held by financial institutions, including us. We are subject to various GLBA provisions, including rules relating to the use or disclosure of the underlying data and rules relating to the physical, administrative and technological protection of non-public personal financial information. Breach of the GLBA can result in civil and/or criminal liability and sanctions by regulatory authorities, such as fines of up to $100,000 per violation and up to five years’ imprisonment for individuals. Regulatory enforcement of the GLBA is under the purview of the FTC, the federal prudential banking regulators, the SEC and state attorneys general, acting alone or in concert with each other.
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CROA-The Credit Repair Organizations Act (“CROA”) regulates companies that claim to be able to assist consumers in improving their credit standing. There have been efforts to apply the CROA to credit monitoring services offered by consumer reporting agencies and others. CROA allows for a private right of action and permits consumers to recover all money paid for alleged “credit repair” in the event of a violation.
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A number of states have enacted requirements similar to the federal FCRA. Some of these state laws impose additional, or more stringent, requirements than the FCRA, especially in connection with the investigations and responses to reported inaccuracies in consumer reports. The FCRA preempts some of these state laws, but the scope of preemption continues to be defined by the courts. The state of Vermont is grandfathered under the original FCRA requirements and thus we are subject to additional requirements to comply with Vermont law.
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Most states and the District of Columbia have passed laws that give consumers the right to place a security freeze on their credit reports to prevent others from opening new accounts or obtaining new credit in their name. These laws place differing requirements on credit reporting agencies with respect to how and when to respond to such credit file freeze requests and in the fees, if any, the agencies may charge for freeze-related actions.
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A majority of states have adopted versions of data security breach laws that require notification of affected consumers in the event of a breach of personal information. Some of these laws require additional data protection measures which exceed the GLB Act data safeguarding requirements. If data within our system is compromised by a breach, we may be subject to provisions of various state security breach laws.
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We are also subject to federal and state laws that are generally applicable to any U.S. business with national or international operations, such as antitrust laws, the Foreign Corrupt Practices Act, the Americans with Disabilities
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In the U.K.
, we are subject to a regulatory framework which provides for primary regulation by the Financial Conduct Authority (the “FCA”). The FCA focuses on consumer protection and market regulation as well as prudential supervision of regulated financial institutions. The FCA has significant powers, including the power to regulate conduct related to the marketing of financial products, specify minimum standards and to place requirements on products, impose unlimited fines, and to investigate organizations and individuals. In addition, the FCA is able to ban financial products for up to a year while considering an indefinite ban; it has the power to instruct firms to immediately retract or modify promotions which it finds to be misleading, and to publish such decisions. Our core credit reporting (“credit reference”) and debt collections services and recovery management businesses in the U.K. are subject to FCA supervision and we will require certain corporate and “approved person” authorizations from the FCA to carry on such businesses. The FCA has fixed the dates by which credit reference agencies and collection businesses must apply for this authorization: debt collections services businesses were required to apply by June 30, 2015, and credit reference agencies must apply by March 31, 2016. The license application for our collection business (TDX Group or "TDX") was submitted prior to the June 30, 2015 deadline, and we expect to apply for authorization in our capacity as a credit reference agency by the March 31, 2016 deadline. Although we do not currently anticipate any issues in receiving authorization, to the extent applicable approvals are not obtained in a timely manner, or at all, we may not conduct these businesses in the U.K.
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In Europe
, we are subject to the European Union (“EU”) data protection regulations, including the comprehensive 1995 European Union Data Protection Directive. The EU regulations establish several obligations that organizations must follow with respect to use of personal data, including a prohibition on the transfer of personal information from the EU to other countries whose laws do not protect personal data to an “adequate” level of privacy or security. The EU standard for adequacy is generally stricter and more comprehensive than that of the U.S. and most other countries where Equifax operates. In the U.K., in addition to the EU Directive on Data Protection, the Data Protection Act of 1998 regulates the manner in which we can use third-party data. In addition, regulatory limitations affect our use of the Electoral Roll, one of our key data sources in the U.K. Generally, the data underlying the products offered by our U.K. Information Services and Personal Solutions product lines, excluding our Commercial Services products, are subject to these regulations. In Spain and Portugal, the privacy laws which are subject to the EU Directive on Data Protection regulate all credit bureau and personal solutions activities. Regulation relating to the 1995 EU Data Protection Directive, proposed in 2012 by the European Commission, has now been agreed by the European legislative bodies, that amongst other things, will tighten data protection requirements and make enforcement more rigorous, for example, by streamlining enforcement at a European level, introducing data breach notification requirements and increasing penalties for non-compliance. It is anticipated that the regulation will be enacted in the spring of 2016, and will have a two year implementation period.
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In Canada
, federal and provincial laws govern how we collect, use or disclose personal information in the course of our commercial activities. The federal Personal Information Protection and Electronic Documents Act of 2000 gives individuals the right to access and request correction of their personal information collected by us, and requires compliance with the Canadian Standard Association Model Code for the Protection of Personal Information covering accountability and identifying purposes, consent, collection, use, disclosure, retention, accuracy, safeguards, individual access and compliance. The federal and provincial privacy regulators have powers of investigation and intervention, and provisions of Canadian law regarding civil liability apply in the event of unlawful processing which is prejudicial to the persons concerned. The European Union, or EU, recognizes Canada as having adequate levels of protection for personal data transfers and processing.
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In Latin America,
consumer reporting, data protection and privacy laws and regulations exist in various forms in Argentina, Chile, Costa Rica, Ecuador, El Salvador, Paraguay, Peru and Uruguay. Argentina and Uruguay generally follow the EU data protection model, and the EU recognizes both countries’ laws as providing adequate
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•
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In India
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various l
egislation including the Information Technology Act 2000 and the Credit Information Companies (Regulation) Act of 2005 establishes a federal data protection framework. Entities that collect and maintain personal data and/or credit information must ensure that it is complete, accurate and safeguarded, and must adopt certain privacy principles with respect to collecting, processing, preserving, sharing and using such data and/or credit information. The Indian parliament has passed legislation that would allow individuals to sue for damages in the case of a data breach, if the entity negligently failed to implement reasonable security practices and procedures to protect personal data and/or credit information. Our Indian joint venture is subject to regulation by the Reserve Bank of India, which is India’s central banking institution.
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In Russia
, credit reporting activities are governed by the Federal Law on Credit Histories No.218-fz, dated December 30, 2004. The law regulates the contents of credit files, who may submit data to a credit bureau and who can receive credit reports.
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•
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changes in specific country or region political, economic or other conditions;
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trade protection measures;
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data privacy and consumer protection regulations;
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difficulty in staffing and managing widespread operations;
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differing labor, intellectual property protection and technology standards and regulations;
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business licensing requirements or other requirements relating to making foreign direct investments, which could increase our cost of doing business in certain jurisdictions, prevent us from entering certain markets, increase our operating costs or lead to penalties or restrictions;
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difficulties associated with repatriating cash generated or held abroad in a tax-efficient manner;
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implementation of exchange controls;
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geopolitical instability, including terrorism and war; and
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foreign currency changes.
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High Sales Price
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Low Sales Price
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Dividends (1)
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||||||
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(In millions)
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||||||||||
2015
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First Quarter
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$
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94.90
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$
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79.62
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$
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0.29
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Second Quarter
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$
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101.13
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$
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91.61
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$
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0.29
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Third Quarter
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$
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105.86
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$
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90.94
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$
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0.29
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Fourth Quarter
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$
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114.46
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$
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96.22
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$
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0.29
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2014
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First Quarter
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$
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72.90
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$
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66.97
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$
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0.25
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Second Quarter
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$
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73.39
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$
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64.75
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$
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0.25
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Third Quarter
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$
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79.94
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$
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72.00
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$
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0.25
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Fourth Quarter
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$
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82.63
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$
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69.04
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$
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0.25
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(1)
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Equifax’s Senior Credit Facilities, as defined in Item 7 of this Form 10-K, restricts our ability to pay cash dividends on our capital stock or repurchase capital stock if a default exists or would result according to the terms of the credit agreement.
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Fiscal Year Ended December 31,
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||||||||||||||||
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Initial
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2011
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2012
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2013
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2014
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2015
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||||||
Equifax Inc.
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100.00
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110.87
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157.34
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203.78
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241.79
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336.79
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S&P 500 Index
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100.00
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102.11
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118.45
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156.82
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178.29
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180.75
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DJ US General Financial Index
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100.00
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88.38
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115.30
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177.16
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196.18
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190.96
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Period
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Total Number of Shares Purchased (1)
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Average Price Paid Per Share (2)
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Total Number of Shares Purchased as Part of Publicly-Announced Plans or Programs
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Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (3)
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||||||
October 1 - October 31, 2015
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79,405
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$
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—
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—
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$
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667,199,250
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November 1 - November 30, 2015
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1,130
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$
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—
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—
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$
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667,199,250
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December 1 - December 31, 2015
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1,623
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$
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—
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—
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$
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667,199,250
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Total
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82,158
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$
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—
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—
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$
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667,199,250
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(1)
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The total number of shares purchased includes: (a) shares purchased pursuant to our publicly-announced share repurchase program, or Program; and (b) shares surrendered, or deemed surrendered, in satisfaction of the exercise price and/or to satisfy tax withholding obligations in connection with the exercise of employee stock options and vesting of restricted stock, totaling
79,405
shares for the month of October 2015,
1,130
shares for the month of November 2015 and
1,623
shares for the month of December 2015.
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(2)
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Average price paid per share for shares purchased as part of our Program (includes brokerage commissions).
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(3)
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Under the Program, we repurchased
2.1 million
common shares during the twelve months ended December 31, 2015 for
$196.3 million
. At December 31, 2015, the amount authorized for future share repurchases under the Program was
$667.2 million
.
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Twelve Months Ended
December 31,
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||||||||||||||||||
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2015
(1)(2)
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2014
(3)
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2013
(4)(5)
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2012
(6)(7)
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2011
(8)
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||||||||||
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(In millions, except per share data)
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||||||||||||||||||
Summary of Operations:
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||||||||||
Operating revenue
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$
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2,663.6
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$
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2,436.4
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$
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2,303.9
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$
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2,073.0
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$
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1,893.2
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Operating expenses
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1,969.7
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1,798.2
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1,692.7
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1,593.0
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1,424.6
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|||||
Operating income
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693.9
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638.2
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611.2
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480.0
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468.6
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|||||
Consolidated income from continuing operations
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434.8
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374.0
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341.5
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275.3
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238.8
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|||||
Discontinued operations, net of tax
(2)(7)
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—
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—
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18.4
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5.5
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2.9
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|||||
Net income attributable to Equifax
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$
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429.1
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$
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367.4
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|
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$
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351.8
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$
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272.1
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|
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$
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232.9
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|
|
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||||||||||
Dividends paid to Equifax shareholders
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$
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137.8
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|
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$
|
121.2
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|
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$
|
106.7
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|
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$
|
86.0
|
|
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$
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78.1
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Diluted earnings per share
|
|
|
|
|
|
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|
||||||||||
Net income from continuing operations attributable to Equifax
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$
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3.55
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|
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$
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2.97
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|
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$
|
2.69
|
|
|
$
|
2.18
|
|
|
$
|
1.86
|
|
Discontinued operations attributable to Equifax
|
—
|
|
|
—
|
|
|
0.15
|
|
|
0.04
|
|
|
0.02
|
|
|||||
Net income attributable to Equifax
|
$
|
3.55
|
|
|
$
|
2.97
|
|
|
$
|
2.84
|
|
|
$
|
2.22
|
|
|
$
|
1.88
|
|
Cash dividends declared per share
|
$
|
1.16
|
|
|
$
|
1.00
|
|
|
$
|
0.88
|
|
|
$
|
0.72
|
|
|
$
|
0.64
|
|
Weighted-average shares outstanding (diluted)
|
120.9
|
|
|
123.5
|
|
|
123.7
|
|
|
122.5
|
|
|
123.7
|
|
|
As of December 31,
|
||||||||||||||||||
|
2015
(1)(2)
|
|
2014
(3)
|
|
2013
(4)(5)
|
|
2012
(6)(7)
|
|
2011
(8)
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
4,509.0
|
|
|
$
|
4,661.0
|
|
|
$
|
4,522.5
|
|
|
$
|
4,505.9
|
|
|
$
|
3,512.5
|
|
Short-term debt and current maturities
|
49.3
|
|
|
380.4
|
|
|
296.5
|
|
|
283.3
|
|
|
47.2
|
|
|||||
Long-term debt, net of current portion
|
1,145.9
|
|
|
1,145.7
|
|
|
1,145.5
|
|
|
1,447.4
|
|
|
966.0
|
|
|||||
Total debt, net
|
1,195.2
|
|
|
1,526.1
|
|
|
1,442.0
|
|
|
1,730.7
|
|
|
1,013.2
|
|
|||||
Total equity
|
2,350.4
|
|
|
2,234.6
|
|
|
2,341.0
|
|
|
1,959.2
|
|
|
1,722.1
|
|
(1)
|
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. For additional information, see Note 13 of the Notes to Consolidated Financial Statements in this report.
|
(2)
|
During the second quarter of 2015, the management of Boa Vista Servicos S.A. ("BVS"), in which we hold a 15% cost method investment, 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.As a result of these changes, and the associated near-term changes in cash flow expected from the business, we recorded a 46.0 million Brazilian Reais ($14.8 million) impairment of our investment. For additional information, see Note 2 of the Notes to Consolidated Financial Statements in this report.
|
(3)
|
During the first quarter of 2014, we acquired 100% of the stock of TDX, a data, technology and services company in the United Kingdom that specializes in debt collections and recovery management through the use of analytics, data exchanges and technology platforms. The results of this acquisition have been included in our USIS and International operating segments subsequent to the acquisition. We also purchased Forseva, a provider of end-to-end, cloud-based credit-management software solutions. The results of this acquisition have been included in our USIS operating segment subsequent to the acquisition. For additional information about these acquisitions, see Note 4 of the Notes to Consolidated Financial Statements in this report.
|
(4)
|
During the first quarter of 2013, we divested two non-strategic business lines, Equifax Settlement Services, which was part of our Mortgage business within the USIS operating segment, and Talent Management Services, which was part of our Employer Services business within our Workforce Solutions operating segment, for a total of $47.5 million. We have presented the Equifax Settlement Services and Talent Management Services operations as discontinued operations for all periods presented. For additional information about these divestitures, see Note 3 of the Notes to Consolidated Financial Statements in this report.
|
(5)
|
During the fourth quarter of 2013, the management of BVS, in which we hold a 15% cost method investment, revised its near-term outlook and its operating plans to reflect reduced near-term market expectations for credit information services in Brazil and increased investment needed to achieve its strategic objectives. As a result of these changes, and the associated near-term changes in cash flow expected from the business, we recorded a 40 million Brazilian Reais ($17.0 million) impairment of our original investment of 130 million Brazilian Reais. For additional information, see Note 2 of the Notes to Consolidated Financial Statements in this report.
|
(6)
|
On December 28, 2012, we acquired certain credit services business assets and operations of Computer Sciences Corporation for $1.0 billion. We financed the acquisition with available cash, the issuance of $500 million of 3.30% ten-year senior notes, and commercial paper borrowings under our CP program. The results of this acquisition are included in our USIS segment after the date of acquisition and were not material for 2012.
|
(7)
|
During the fourth quarter of 2012, we offered certain former employees a voluntary lump sum payment option of their pension benefits or a reduced monthly annuity. Approximately 64% of the vested terminated participants elected to receive the lump sum payment which resulted in a payment of $62.6 million from the assets in the pension plan. An amendment to the USRIP was also approved which froze future salary increases for non-grandfathered participants and offered a one-time 9% increase to the service benefit. The settlement and amendment resulted in a $38.7 million pension charge. For additional information, see Note 11 of the Notes to Consolidated Financial Statements in this report.
|
(8)
|
On May 31, 2011, we completed the merger of our Brazilian business with BVS in exchange for a 15% equity interest in BVS, which was accounted for as a sale and was deconsolidated. BVS, an unrelated third-party whose results we do not consolidate, is the second largest consumer and commercial credit information company in Brazil.
|
|
Key Performance Indicators
Twelve Months Ended
December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions, except per share data)
|
||||||||||
Operating revenue
|
$
|
2,663.6
|
|
|
$
|
2,436.4
|
|
|
$
|
2,303.9
|
|
Operating revenue change
|
9
|
%
|
|
6
|
%
|
|
11
|
%
|
|||
Operating income
|
$
|
693.9
|
|
|
$
|
638.2
|
|
|
$
|
611.2
|
|
Operating margin
|
26.1
|
%
|
|
26.2
|
%
|
|
26.5
|
%
|
|||
Net income attributable to Equifax
|
$
|
429.1
|
|
|
$
|
367.4
|
|
|
$
|
351.8
|
|
Diluted earnings per share from continuing operations
|
$
|
3.55
|
|
|
$
|
2.97
|
|
|
$
|
2.69
|
|
Cash provided by operating activities
|
$
|
742.1
|
|
|
$
|
616.2
|
|
|
$
|
569.0
|
|
Capital expenditures
|
$
|
(150.7
|
)
|
|
$
|
(86.4
|
)
|
|
$
|
(83.3
|
)
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||||||||
Operating Revenue
|
|
2015
|
|
2014
|
|
2013
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||
U.S. Information Solutions
|
|
$
|
1,171.3
|
|
|
$
|
1,079.9
|
|
|
$
|
1,054.5
|
|
|
$
|
91.4
|
|
|
8
|
%
|
|
$
|
25.4
|
|
|
2
|
%
|
International
|
|
568.5
|
|
|
572.2
|
|
|
497.8
|
|
|
(3.7
|
)
|
|
(1
|
)%
|
|
74.4
|
|
|
15
|
%
|
|||||
Workforce Solutions
|
|
577.7
|
|
|
490.1
|
|
|
474.1
|
|
|
87.6
|
|
|
18
|
%
|
|
16.0
|
|
|
3
|
%
|
|||||
Personal Solutions
|
|
346.1
|
|
|
294.2
|
|
|
277.5
|
|
|
51.9
|
|
|
18
|
%
|
|
16.7
|
|
|
6
|
%
|
|||||
Consolidated operating revenue
|
|
$
|
2,663.6
|
|
|
$
|
2,436.4
|
|
|
$
|
2,303.9
|
|
|
$
|
227.2
|
|
|
9
|
%
|
|
$
|
132.5
|
|
|
6
|
%
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||||||||
Operating Expenses
|
|
2015
|
|
2014
|
|
2013
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||
Consolidated cost of services
|
|
$
|
887.4
|
|
|
$
|
844.7
|
|
|
$
|
787.3
|
|
|
$
|
42.7
|
|
|
5
|
%
|
|
$
|
57.4
|
|
|
7
|
%
|
Consolidated selling, general and administrative expenses
|
|
884.3
|
|
|
751.7
|
|
|
715.8
|
|
|
132.6
|
|
|
18
|
%
|
|
35.9
|
|
|
5
|
%
|
|||||
Consolidated depreciation and amortization expense
|
|
198.0
|
|
|
201.8
|
|
|
189.6
|
|
|
(3.8
|
)
|
|
(2
|
)%
|
|
12.2
|
|
|
6
|
%
|
|||||
Consolidated operating expenses
|
|
$
|
1,969.7
|
|
|
$
|
1,798.2
|
|
|
$
|
1,692.7
|
|
|
$
|
171.5
|
|
|
10
|
%
|
|
$
|
105.5
|
|
|
6
|
%
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
Operating Income and Operating Margin
|
|
|
|
|
|
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
$
|
|
%
|
|
$
|
|
%
|
|||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||
Consolidated operating revenue
|
|
$
|
2,663.6
|
|
|
$
|
2,436.4
|
|
|
$
|
2,303.9
|
|
|
$
|
227.2
|
|
|
9
|
%
|
|
$
|
132.5
|
|
|
6
|
%
|
Consolidated operating expenses
|
|
1,969.7
|
|
|
1,798.2
|
|
|
1,692.7
|
|
|
171.5
|
|
|
10
|
%
|
|
105.5
|
|
|
6
|
%
|
|||||
Consolidated operating income
|
|
$
|
693.9
|
|
|
$
|
638.2
|
|
|
$
|
611.2
|
|
|
$
|
55.7
|
|
|
9
|
%
|
|
$
|
27.0
|
|
|
4
|
%
|
Consolidated operating margin
|
|
26.1
|
%
|
|
26.2
|
%
|
|
26.5
|
%
|
|
|
|
|
(0.1)pts
|
|
|
|
(0.3
|
)pts
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||||||||
Consolidated Interest and Other Income (Expense), net
|
|
2015
|
|
2014
|
|
2013
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||
Consolidated interest expense
|
|
$
|
(63.8
|
)
|
|
$
|
(68.6
|
)
|
|
$
|
(70.2
|
)
|
|
$
|
4.8
|
|
|
(7
|
)%
|
|
$
|
1.6
|
|
|
(2
|
)%
|
Consolidated other income (expense), net
|
|
6.5
|
|
|
4.6
|
|
|
(10.6
|
)
|
|
1.9
|
|
|
41
|
%
|
|
15.2
|
|
|
143
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Average cost of debt
|
|
4.5
|
%
|
|
4.3
|
%
|
|
4.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total consolidated debt, net, at year end
|
|
$
|
1,195.2
|
|
|
$
|
1,526.1
|
|
|
$
|
1,442.0
|
|
|
$
|
(330.9
|
)
|
|
(22
|
)%
|
|
$
|
84.1
|
|
|
6
|
%
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||||||||
Provision for Income Taxes
|
|
2015
|
|
2014
|
|
2013
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||
Consolidated provision for income taxes
|
|
$
|
(201.8
|
)
|
|
$
|
(200.2
|
)
|
|
$
|
(188.9
|
)
|
|
$
|
(1.6
|
)
|
|
1
|
%
|
|
$
|
(11.3
|
)
|
|
6
|
%
|
Effective income tax rate
|
|
31.7
|
%
|
|
34.9
|
%
|
|
35.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||||||||
Net Income
|
|
2015
|
|
2014
|
|
2013
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
|
(In millions, except per share amounts)
|
||||||||||||||||||||||||
Consolidated operating income
|
|
$
|
693.9
|
|
|
$
|
638.2
|
|
|
$
|
611.2
|
|
|
$
|
55.7
|
|
|
9
|
%
|
|
$
|
27.0
|
|
|
4
|
%
|
Consolidated other expense, net
|
|
(57.3
|
)
|
|
(64.0
|
)
|
|
(80.8
|
)
|
|
6.7
|
|
|
(10
|
)%
|
|
16.8
|
|
|
(21
|
)%
|
|||||
Consolidated provision for income taxes
|
|
(201.8
|
)
|
|
(200.2
|
)
|
|
(188.9
|
)
|
|
(1.6
|
)
|
|
1
|
%
|
|
(11.3
|
)
|
|
6
|
%
|
|||||
Consolidated net income from continuing operations
|
|
434.8
|
|
|
374.0
|
|
|
341.5
|
|
|
60.8
|
|
|
16
|
%
|
|
32.5
|
|
|
10
|
%
|
|||||
Discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
18.4
|
|
|
—
|
|
|
—
|
%
|
|
(18.4
|
)
|
|
(100
|
)%
|
|||||
Net income attributable to noncontrolling interests
|
|
(5.7
|
)
|
|
(6.6
|
)
|
|
(8.1
|
)
|
|
0.9
|
|
|
(14
|
)%
|
|
1.5
|
|
|
(19
|
)%
|
|||||
Net income attributable to Equifax
|
|
$
|
429.1
|
|
|
$
|
367.4
|
|
|
$
|
351.8
|
|
|
$
|
61.7
|
|
|
17
|
%
|
|
$
|
15.6
|
|
|
4
|
%
|
Diluted earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income from continuing operations attributable to Equifax
|
|
$
|
3.55
|
|
|
$
|
2.97
|
|
|
$
|
2.69
|
|
|
$
|
0.58
|
|
|
20
|
%
|
|
$
|
0.28
|
|
|
10
|
%
|
Discontinued operations attributable to Equifax
|
|
—
|
|
|
—
|
|
|
0.15
|
|
|
—
|
|
|
—
|
%
|
|
(0.15
|
)
|
|
(100
|
)%
|
|||||
Net income attributable to Equifax
|
|
$
|
3.55
|
|
|
$
|
2.97
|
|
|
$
|
2.84
|
|
|
$
|
0.58
|
|
|
20
|
%
|
|
$
|
0.13
|
|
|
5
|
%
|
Weighted-average shares used in computing diluted earnings per share
|
|
120.9
|
|
|
123.5
|
|
|
123.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
U.S. Information Solutions
|
|
|
|
|
|
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
$
|
|
%
|
|
$
|
|
%
|
|||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||
Operating revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Online Information Solutions
|
|
$
|
842.1
|
|
|
$
|
779.5
|
|
|
$
|
743.9
|
|
|
$
|
62.6
|
|
|
8
|
%
|
|
$
|
35.6
|
|
|
5
|
%
|
Mortgage Solutions
|
|
124.1
|
|
|
105.7
|
|
|
114.3
|
|
|
18.4
|
|
|
17
|
%
|
|
(8.6
|
)
|
|
(8
|
)%
|
|||||
Financial Marketing Services
|
|
205.1
|
|
|
194.7
|
|
|
196.3
|
|
|
10.4
|
|
|
5
|
%
|
|
(1.6
|
)
|
|
(1
|
)%
|
|||||
Total operating revenue
|
|
$
|
1,171.3
|
|
|
$
|
1,079.9
|
|
|
$
|
1,054.5
|
|
|
$
|
91.4
|
|
|
8
|
%
|
|
$
|
25.4
|
|
|
2
|
%
|
% of consolidated revenue
|
|
44
|
%
|
|
44
|
%
|
|
46
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total operating income
|
|
$
|
491.2
|
|
|
$
|
421.0
|
|
|
$
|
401.3
|
|
|
$
|
70.2
|
|
|
17
|
%
|
|
$
|
19.7
|
|
|
5
|
%
|
Operating margin
|
|
41.9
|
%
|
|
39.0
|
%
|
|
38.1
|
%
|
|
|
|
|
2.9
|
pts
|
|
|
|
|
0.9pts
|
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||||||||
International
|
|
2015
|
|
2014
|
|
2013
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||
Operating revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Europe
|
|
$
|
246.5
|
|
|
$
|
242.4
|
|
|
$
|
160.2
|
|
|
$
|
4.1
|
|
|
2
|
%
|
|
$
|
82.2
|
|
|
51
|
%
|
Latin America
|
|
$
|
199.6
|
|
|
$
|
192.2
|
|
|
$
|
194.3
|
|
|
$
|
7.4
|
|
|
4
|
%
|
|
$
|
(2.1
|
)
|
|
(1
|
)%
|
Canada
|
|
122.4
|
|
|
137.6
|
|
|
143.3
|
|
|
(15.2
|
)
|
|
(11
|
)%
|
|
(5.7
|
)
|
|
(4
|
)%
|
|||||
Total operating revenue
|
|
$
|
568.5
|
|
|
$
|
572.2
|
|
|
$
|
497.8
|
|
|
$
|
(3.7
|
)
|
|
(1
|
)%
|
|
$
|
74.4
|
|
|
15
|
%
|
% of consolidated revenue
|
|
21
|
%
|
|
23
|
%
|
|
22
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Total operating income
|
|
$
|
113.5
|
|
|
$
|
121.0
|
|
|
$
|
145.3
|
|
|
$
|
(7.5
|
)
|
|
(6
|
)%
|
|
$
|
(24.3
|
)
|
|
(17
|
)%
|
Operating margin
|
|
20.0
|
%
|
|
21.1
|
%
|
|
29.2
|
%
|
|
|
|
(1.1)pts
|
|
|
|
|
|
(8.1)pts
|
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||||||||
Workforce Solutions
|
|
2015
|
|
2014
|
|
2013
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||
Operating Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Verification Services
|
|
$
|
364.4
|
|
|
$
|
292.6
|
|
|
$
|
279.3
|
|
|
$
|
71.8
|
|
|
25
|
%
|
|
$
|
13.3
|
|
|
5
|
%
|
Employer Services
|
|
213.3
|
|
|
197.5
|
|
|
194.8
|
|
|
15.8
|
|
|
8
|
%
|
|
2.7
|
|
|
1
|
%
|
|||||
Total operating revenue
|
|
$
|
577.7
|
|
|
$
|
490.1
|
|
|
$
|
474.1
|
|
|
$
|
87.6
|
|
|
18
|
%
|
|
$
|
16.0
|
|
|
3
|
%
|
% of consolidated revenue
|
|
22
|
%
|
|
20
|
%
|
|
21
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total operating income
|
|
$
|
218.8
|
|
|
$
|
160.7
|
|
|
$
|
142.6
|
|
|
$
|
58.1
|
|
|
36
|
%
|
|
$
|
18.1
|
|
|
13
|
%
|
Operating margin
|
|
37.9
|
%
|
|
32.8
|
%
|
|
30.1
|
%
|
|
|
|
|
5.1
|
pts
|
|
|
|
|
2.7
|
pts
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
Personal Solutions
|
|
|
|
|
|
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
$
|
|
%
|
|
$
|
|
%
|
|||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||
Total operating revenue
|
|
$
|
346.1
|
|
|
$
|
294.2
|
|
|
$
|
277.5
|
|
|
$
|
51.9
|
|
|
18
|
%
|
|
$
|
16.7
|
|
|
6
|
%
|
% of consolidated revenue
|
|
13
|
%
|
|
12
|
%
|
|
12
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Total operating income
|
|
$
|
95.2
|
|
|
$
|
93.4
|
|
|
$
|
79.3
|
|
|
$
|
1.8
|
|
|
2
|
%
|
|
$
|
14.1
|
|
|
18
|
%
|
Operating margin
|
|
27.5
|
%
|
|
31.8
|
%
|
|
28.6
|
%
|
|
|
|
(4.3
|
)pts
|
|
|
|
|
3.2
|
pts
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||||||||
General Corporate Expense
|
|
2015
|
|
2014
|
|
2013
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||
General corporate expense
|
|
$
|
224.8
|
|
|
$
|
157.9
|
|
|
$
|
157.3
|
|
|
$
|
66.9
|
|
|
42
|
%
|
|
$
|
0.6
|
|
|
—
|
%
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||
Net cash provided by (used in):
|
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Operating activities
|
|
$
|
742.1
|
|
|
$
|
616.2
|
|
|
$
|
569.0
|
|
|
$
|
125.9
|
|
|
$
|
47.2
|
|
Investing activities
|
|
$
|
(147.8
|
)
|
|
$
|
(429.3
|
)
|
|
$
|
(136.3
|
)
|
|
$
|
281.5
|
|
|
$
|
(293.0
|
)
|
Financing activities
|
|
$
|
(612.0
|
)
|
|
$
|
(283.4
|
)
|
|
$
|
(333.1
|
)
|
|
$
|
(328.6
|
)
|
|
$
|
49.7
|
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||
Net cash used in:
|
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Capital expenditures
|
|
$
|
(146.2
|
)
|
|
$
|
(86.4
|
)
|
|
$
|
(83.3
|
)
|
|
$
|
(59.8
|
)
|
|
$
|
(3.1
|
)
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||
Net cash provided by (used in):
|
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Acquisitions, net of cash acquired
|
|
$
|
(4.4
|
)
|
|
$
|
(341.0
|
)
|
|
$
|
(91.4
|
)
|
|
$
|
336.6
|
|
|
$
|
(249.6
|
)
|
Cash received from divestitures
|
|
$
|
2.9
|
|
|
$
|
0.6
|
|
|
$
|
47.5
|
|
|
$
|
2.3
|
|
|
$
|
(46.9
|
)
|
Investment in unconsolidated affiliates, net
|
|
$
|
(0.1
|
)
|
|
$
|
(2.5
|
)
|
|
$
|
(9.1
|
)
|
|
$
|
2.4
|
|
|
$
|
6.6
|
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||
Net cash provided by (used in):
|
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Net short-term borrowings (repayments)
|
|
$
|
(331.0
|
)
|
|
$
|
379.9
|
|
|
$
|
(267.3
|
)
|
|
$
|
(710.9
|
)
|
|
$
|
647.2
|
|
Payments on long-term debt
|
|
$
|
—
|
|
|
$
|
(290.0
|
)
|
|
$
|
(15.0
|
)
|
|
$
|
290.0
|
|
|
$
|
(275.0
|
)
|
Debt issuance costs
|
|
$
|
(4.9
|
)
|
|
$
|
—
|
|
|
$
|
(0.8
|
)
|
|
$
|
(4.9
|
)
|
|
$
|
0.8
|
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||
Net cash provided by (used in):
|
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Treasury stock purchases
|
|
$
|
(196.3
|
)
|
|
$
|
(301.6
|
)
|
|
$
|
(11.9
|
)
|
|
$
|
105.3
|
|
|
$
|
(289.7
|
)
|
Dividends paid to Equifax shareholders
|
|
$
|
(137.8
|
)
|
|
$
|
(121.2
|
)
|
|
$
|
(106.7
|
)
|
|
$
|
(16.6
|
)
|
|
$
|
(14.5
|
)
|
Dividends paid to noncontrolling interests
|
|
$
|
(6.4
|
)
|
|
$
|
(7.9
|
)
|
|
$
|
(10.5
|
)
|
|
$
|
1.5
|
|
|
$
|
2.6
|
|
Proceeds from exercise of stock options
|
|
$
|
34.4
|
|
|
$
|
39.7
|
|
|
$
|
47.8
|
|
|
$
|
(5.3
|
)
|
|
$
|
(8.1
|
)
|
Excess tax benefits from stock-based compensation plans
|
|
$
|
30.0
|
|
|
$
|
17.7
|
|
|
$
|
14.6
|
|
|
$
|
12.3
|
|
|
$
|
3.1
|
|
Contributions from noncontrolling interests
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16.7
|
|
|
$
|
—
|
|
|
$
|
(16.7
|
)
|
•
|
Under share repurchase programs authorized by our Board of Directors, we repurchased
2.1 million
, 3.9 million, and 0.2 million common shares during the twelve months ended
December 31, 2015
,
2014
and
2013
, respectively, for
$196.3 million
, $301.6 million and $11.9 million, respectively, at an average price per common share of
$94.97
, $76.55 and $59.74, respectively. As of
December 31, 2015
, under the existing board authorization, the Company is approved for additional stock repurchases valued at
$667.2 million
.
|
•
|
During the twelve months ended
December 31, 2015
,
2014
and
2013
, we paid cash dividends to Equifax shareholders of $
137.8 million
,
$121.2 million
and
$106.7 million
, respectively, at $
1.16
per share for
2015
,
$1.00
per share for
2014
and
$0.88
per share for
2013
.
|
|
Payments due by
|
||||||||||||||||||
|
Total
|
|
Less than 1 year
|
|
1 to 3 years
|
|
3 to 5 years
|
|
Thereafter
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Debt
(1)
|
$
|
1,196.8
|
|
|
$
|
49.3
|
|
|
$
|
272.5
|
|
|
$
|
—
|
|
|
$
|
875.0
|
|
Operating leases
(2)
|
138.5
|
|
|
21.2
|
|
|
32.0
|
|
|
24.6
|
|
|
60.7
|
|
|||||
Data processing, outsourcing agreements and other purchase obligations
(3)
|
74.2
|
|
|
52.6
|
|
|
18.0
|
|
|
3.2
|
|
|
0.4
|
|
|||||
Other long-term liabilities
(4) (6)
|
110.5
|
|
|
7.1
|
|
|
15.1
|
|
|
12.8
|
|
|
75.5
|
|
|||||
Interest payments
(5)
|
625.2
|
|
|
60.1
|
|
|
93.9
|
|
|
85.2
|
|
|
386.0
|
|
|||||
|
$
|
2,145.2
|
|
|
$
|
190.3
|
|
|
$
|
431.5
|
|
|
$
|
125.8
|
|
|
$
|
1,397.6
|
|
(1)
|
The amounts are gross of unamortized discounts totaling $
(1.6) million
at
December 31, 2015
. Total debt on our Consolidated Balance Sheets is net of the unamortized discounts and fair value adjustments. There were no fair value adjustments to our debt at December 31, 2015.
|
(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
2016
and
2023
.
|
(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 2016 have not been deemed necessary due to our current expectations regarding future plan asset performance.
|
(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, 2015
to calculate these payments. Our variable rate debt at
December 31, 2015
, consisted of CP. Future interest payments related to our Senior Credit Facility and our CP program are based on the borrowings outstanding at
December 31, 2015
through their respective maturity dates, assuming such borrowings are outstanding until that time. The variable portion of the rate at
December 31, 2015
ranged from 0.65% to 0.75% for all of our variable-rate debt. Future interest payments may be different depending on future borrowing activity and interest rates.
|
(6)
|
This table excludes
$24.6 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.
|
|
December 31,
|
||
|
2015
|
||
|
(In millions)
|
||
U.S. Information Solutions
|
$
|
1,071.3
|
|
Europe
|
187.3
|
|
|
Latin America
|
222.1
|
|
|
Canada
|
32.1
|
|
|
Personal Solutions
|
150.6
|
|
|
Verification Services
|
738.6
|
|
|
Employer Services
|
169.0
|
|
|
Total goodwill
|
$
|
2,571.0
|
|
Index to Financial Statements
|
|
|
Twelve Months Ended
December 31, |
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
(In millions, except per share amounts)
|
|
|
|
|
|
|
|
|
|||
Operating revenue
|
$
|
2,663.6
|
|
|
$
|
2,436.4
|
|
|
$
|
2,303.9
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|||
Cost of services (exclusive of depreciation and amortization below)
|
887.4
|
|
|
844.7
|
|
|
787.3
|
|
|||
Selling, general and administrative expenses
|
884.3
|
|
|
751.7
|
|
|
715.8
|
|
|||
Depreciation and amortization
|
198.0
|
|
|
201.8
|
|
|
189.6
|
|
|||
Total operating expenses
|
1,969.7
|
|
|
1,798.2
|
|
|
1,692.7
|
|
|||
Operating income
|
693.9
|
|
|
638.2
|
|
|
611.2
|
|
|||
Interest expense
|
(63.8
|
)
|
|
(68.6
|
)
|
|
(70.2
|
)
|
|||
Other income (expense), net
|
6.5
|
|
|
4.6
|
|
|
(10.6
|
)
|
|||
Consolidated income from continuing operations before income taxes
|
636.6
|
|
|
574.2
|
|
|
530.4
|
|
|||
Provision for income taxes
|
(201.8
|
)
|
|
(200.2
|
)
|
|
(188.9
|
)
|
|||
Consolidated income from continuing operations
|
434.8
|
|
|
374.0
|
|
|
341.5
|
|
|||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
18.4
|
|
|||
Consolidated net income
|
434.8
|
|
|
374.0
|
|
|
359.9
|
|
|||
Less: Net income attributable to noncontrolling interests
|
(5.7
|
)
|
|
(6.6
|
)
|
|
(8.1
|
)
|
|||
Net income attributable to Equifax
|
$
|
429.1
|
|
|
$
|
367.4
|
|
|
$
|
351.8
|
|
Amounts attributable to Equifax:
|
|
|
|
|
|
|
|
|
|||
Net income from continuing operations attributable to Equifax
|
$
|
429.1
|
|
|
$
|
367.4
|
|
|
$
|
333.4
|
|
Discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
18.4
|
|
|||
Net income attributable to Equifax
|
$
|
429.1
|
|
|
$
|
367.4
|
|
|
$
|
351.8
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations attributable to Equifax
|
$
|
3.61
|
|
|
$
|
3.03
|
|
|
$
|
2.75
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
0.15
|
|
|||
Net income attributable to Equifax
|
$
|
3.61
|
|
|
$
|
3.03
|
|
|
$
|
2.90
|
|
Weighted-average shares used in computing basic earnings per share
|
118.7
|
|
|
121.2
|
|
|
121.2
|
|
|||
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations attributable to Equifax
|
$
|
3.55
|
|
|
$
|
2.97
|
|
|
$
|
2.69
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
0.15
|
|
|||
Net income attributable to Equifax
|
$
|
3.55
|
|
|
$
|
2.97
|
|
|
$
|
2.84
|
|
Weighted-average shares used in computing diluted earnings per share
|
120.9
|
|
|
123.5
|
|
|
123.7
|
|
|||
Dividends per share
|
$
|
1.16
|
|
|
$
|
1.00
|
|
|
$
|
0.88
|
|
|
Twelve Months Ended December 31,
|
||||||||||||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||||||||||
|
Equifax Shareholders
|
|
Noncontrolling Interests
|
|
Total
|
|
Equifax Shareholders
|
|
Noncontrolling Interests
|
|
Total
|
|
Equifax Shareholders
|
|
Noncontrolling Interests
|
|
Total
|
||||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||||||
Net income
|
$
|
429.1
|
|
|
$
|
5.7
|
|
|
$
|
434.8
|
|
|
$
|
367.4
|
|
|
$
|
6.6
|
|
|
$
|
374.0
|
|
|
$
|
351.8
|
|
|
$
|
8.1
|
|
|
$
|
359.9
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Foreign currency translation adjustment
|
(67.1
|
)
|
|
(7.1
|
)
|
|
(74.2
|
)
|
|
(61.8
|
)
|
|
(2.8
|
)
|
|
(64.6
|
)
|
|
(24.9
|
)
|
|
(2.9
|
)
|
|
(27.8
|
)
|
|||||||||
Change in unrecognized prior service cost and actuarial gains (losses) related to our pension and other postretirement benefit plans, net
|
17.5
|
|
|
—
|
|
|
17.5
|
|
|
(61.1
|
)
|
|
—
|
|
|
(61.1
|
)
|
|
74.2
|
|
|
—
|
|
|
74.2
|
|
|||||||||
Change in cumulative loss from cash flow hedging transactions
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||||||||
Comprehensive income
|
$
|
379.7
|
|
|
$
|
(1.4
|
)
|
|
$
|
378.3
|
|
|
$
|
244.6
|
|
|
$
|
3.8
|
|
|
$
|
248.4
|
|
|
$
|
401.2
|
|
|
$
|
5.2
|
|
|
$
|
406.4
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
(In millions, except par values)
|
|
|
|
|
|
||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
93.3
|
|
|
$
|
128.3
|
|
Trade accounts receivable, net of allowance for doubtful accounts of $7.5 and $7.2 at
December 31, 2015 and 2014, respectively |
349.8
|
|
|
337.2
|
|
||
Prepaid expenses
|
39.3
|
|
|
35.7
|
|
||
Other current assets
|
79.2
|
|
|
89.3
|
|
||
Total current assets
|
561.6
|
|
|
590.5
|
|
||
Property and equipment:
|
|
|
|
|
|
||
Capitalized internal-use software and system costs
|
212.5
|
|
|
257.3
|
|
||
Data processing equipment and furniture
|
247.8
|
|
|
203.3
|
|
||
Land, buildings and improvements
|
194.6
|
|
|
194.8
|
|
||
Total property and equipment
|
654.9
|
|
|
655.4
|
|
||
Less accumulated depreciation and amortization
|
(288.1
|
)
|
|
(354.8
|
)
|
||
Total property and equipment, net
|
366.8
|
|
|
300.6
|
|
||
|
|
|
|
||||
Goodwill
|
2,571.0
|
|
|
2,606.8
|
|
||
Indefinite-lived intangible assets
|
94.7
|
|
|
95.2
|
|
||
Purchased intangible assets, net
|
827.9
|
|
|
953.9
|
|
||
Other assets, net
|
87.0
|
|
|
114.0
|
|
||
Total assets
|
$
|
4,509.0
|
|
|
$
|
4,661.0
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Short-term debt and current maturities
|
$
|
49.3
|
|
|
$
|
380.4
|
|
Accounts payable
|
40.6
|
|
|
20.3
|
|
||
Accrued expenses
|
112.7
|
|
|
85.5
|
|
||
Accrued salaries and bonuses
|
139.2
|
|
|
101.9
|
|
||
Deferred revenue
|
96.8
|
|
|
73.4
|
|
||
Other current liabilities
|
165.2
|
|
|
161.6
|
|
||
Total current liabilities
|
603.8
|
|
|
823.1
|
|
||
Long-term debt
|
1,145.9
|
|
|
1,145.7
|
|
||
Deferred income tax liabilities, net
|
205.5
|
|
|
228.3
|
|
||
Long-term pension and other postretirement benefit liabilities
|
146.4
|
|
|
173.0
|
|
||
Other long-term liabilities
|
57.0
|
|
|
56.3
|
|
||
Total liabilities
|
2,158.6
|
|
|
2,426.4
|
|
||
Commitments and Contingencies (see Note 7)
|
|
|
|
|
|
||
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 December 31, 2015 and 2014; Outstanding shares - 118.7 and 119.4 at December 31, 2015 and 2014, respectively |
236.6
|
|
|
236.6
|
|
||
Paid-in capital
|
1,260.5
|
|
|
1,201.7
|
|
||
Retained earnings
|
3,834.4
|
|
|
3,554.8
|
|
||
Accumulated other comprehensive loss
|
(484.8
|
)
|
|
(435.4
|
)
|
||
Treasury stock, at cost, 70.0 shares and 69.3 shares at December 31, 2015 and 2014,
respectively |
(2,529.9
|
)
|
|
(2,351.7
|
)
|
||
Stock held by employee benefits trusts, at cost, 0.6 shares at December 31, 2015 and 2014
|
(5.9
|
)
|
|
(5.9
|
)
|
||
Total Equifax shareholders' equity
|
2,310.9
|
|
|
2,200.1
|
|
||
Noncontrolling interests
|
39.5
|
|
|
34.5
|
|
||
Total equity
|
2,350.4
|
|
|
2,234.6
|
|
||
Total liabilities and equity
|
$
|
4,509.0
|
|
|
$
|
4,661.0
|
|
|
Twelve Months Ended
December 31, |
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
(In millions)
|
|
|
|
|
|
|
|
|
|||
Operating activities:
|
|
|
|
|
|
|
|
|
|||
Consolidated net income
|
$
|
434.8
|
|
|
$
|
374.0
|
|
|
$
|
359.9
|
|
Adjustments to reconcile consolidated net income to net cash provided
by operating activities:
|
|
|
|
|
|
|
|
|
|||
Gain on divestitures
|
—
|
|
|
—
|
|
|
(19.0
|
)
|
|||
Impairment of cost method investment
|
14.8
|
|
|
—
|
|
|
17.0
|
|
|||
Depreciation and amortization
|
200.0
|
|
|
204.2
|
|
|
190.3
|
|
|||
Stock-based compensation expense
|
38.4
|
|
|
38.1
|
|
|
32.2
|
|
|||
Excess tax benefits from stock-based compensation plans
|
(30.0
|
)
|
|
(17.7
|
)
|
|
(14.6
|
)
|
|||
Deferred income taxes
|
(28.7
|
)
|
|
(9.6
|
)
|
|
(9.7
|
)
|
|||
Changes in assets and liabilities, excluding effects of acquisitions:
|
|
|
|
|
|
|
|
||||
Accounts receivable, net
|
(26.9
|
)
|
|
(27.8
|
)
|
|
(2.4
|
)
|
|||
Prepaid expenses and other current assets
|
10.8
|
|
|
(5.2
|
)
|
|
(4.2
|
)
|
|||
Other assets
|
5.1
|
|
|
(0.6
|
)
|
|
7.1
|
|
|||
Current liabilities, excluding debt
|
118.5
|
|
|
54.3
|
|
|
2.1
|
|
|||
Other long-term liabilities, excluding debt
|
5.3
|
|
|
6.5
|
|
|
10.3
|
|
|||
Cash provided by operating activities
|
742.1
|
|
|
616.2
|
|
|
569.0
|
|
|||
Investing activities:
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
(146.2
|
)
|
|
(86.4
|
)
|
|
(83.3
|
)
|
|||
Acquisitions, net of cash acquired
|
(4.4
|
)
|
|
(341.0
|
)
|
|
(91.4
|
)
|
|||
Cash received from divestitures
|
2.9
|
|
|
0.6
|
|
|
47.5
|
|
|||
Investment in unconsolidated affiliates, net
|
(0.1
|
)
|
|
(2.5
|
)
|
|
(9.1
|
)
|
|||
Cash used in investing activities
|
(147.8
|
)
|
|
(429.3
|
)
|
|
(136.3
|
)
|
|||
Financing activities:
|
|
|
|
|
|
|
|
|
|||
Net short-term borrowings (repayments)
|
(331.0
|
)
|
|
379.9
|
|
|
(267.3
|
)
|
|||
Payments on long-term debt
|
—
|
|
|
(290.0
|
)
|
|
(15.0
|
)
|
|||
Treasury stock purchases
|
(196.3
|
)
|
|
(301.6
|
)
|
|
(11.9
|
)
|
|||
Dividends paid to Equifax shareholders
|
(137.8
|
)
|
|
(121.2
|
)
|
|
(106.7
|
)
|
|||
Dividends paid to noncontrolling interests
|
(6.4
|
)
|
|
(7.9
|
)
|
|
(10.5
|
)
|
|||
Proceeds from exercise of stock options
|
34.4
|
|
|
39.7
|
|
|
47.8
|
|
|||
Excess tax benefits from stock-based compensation plans
|
30.0
|
|
|
17.7
|
|
|
14.6
|
|
|||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
16.7
|
|
|||
Debt issuance costs
|
(4.9
|
)
|
|
—
|
|
|
(0.8
|
)
|
|||
Cash used in financing activities
|
(612.0
|
)
|
|
(283.4
|
)
|
|
(333.1
|
)
|
|||
Effect of foreign currency exchange rates on cash and cash equivalents
|
(17.3
|
)
|
|
(11.1
|
)
|
|
(10.5
|
)
|
|||
(Decrease) Increase in cash and cash equivalents
|
(35.0
|
)
|
|
(107.6
|
)
|
|
89.1
|
|
|||
Cash and cash equivalents, beginning of period
|
128.3
|
|
|
235.9
|
|
|
146.8
|
|
|||
Cash and cash equivalents, end of period
|
$
|
93.3
|
|
|
$
|
128.3
|
|
|
$
|
235.9
|
|
|
Equifax Shareholders
|
|
|
|
|
|||||||||||||||||||||||||||||
|
Common Stock
|
|
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated Other Comprehensive
Loss
|
|
Treasury
Stock
|
|
Stock Held By Employee Benefits
Trusts
|
|
Noncontrolling
Interests
|
|
Total Shareholders’
Equity
|
|||||||||||||||||||
|
Shares
Outstanding
|
|
Amount
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
(In millions, except per share values)
|
|||||||||||||||||||||||||||||||||
Balance, December 31, 2012
|
120.4
|
|
|
$
|
236.6
|
|
|
$
|
1,139.6
|
|
|
$
|
3,064.6
|
|
|
$
|
(362.0
|
)
|
|
$
|
(2,139.7
|
)
|
|
$
|
(5.9
|
)
|
|
$
|
26.0
|
|
|
$
|
1,959.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
351.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.1
|
|
|
359.9
|
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49.4
|
|
|
—
|
|
|
—
|
|
|
(2.9
|
)
|
|
46.5
|
|
||||||||
Shares issued under stock and benefit plans, net of minimum tax withholdings
|
1.7
|
|
|
—
|
|
|
(12.3
|
)
|
|
—
|
|
|
—
|
|
|
50.4
|
|
|
—
|
|
|
—
|
|
|
38.1
|
|
||||||||
Treasury stock purchased under share repurchase program ($59.74 per share)*
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.9
|
)
|
|
—
|
|
|
—
|
|
|
(11.9
|
)
|
||||||||
Cash dividends ($0.88 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(107.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(107.2
|
)
|
||||||||
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
|
—
|
|
|
—
|
|
|
14.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.6
|
|
||||||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.5
|
)
|
|
(10.5
|
)
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.7
|
|
|
16.7
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|
2.9
|
|
||||||||
Balance, December 31, 2013
|
121.9
|
|
|
236.6
|
|
|
1,174.6
|
|
|
3,309.2
|
|
|
(312.6
|
)
|
|
(2,101.2
|
)
|
|
(5.9
|
)
|
|
40.3
|
|
|
2,341.0
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
367.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.6
|
|
|
374.0
|
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(122.8
|
)
|
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|
(125.6
|
)
|
||||||||
Shares issued under stock and benefit plans, net of minimum tax withholdings
|
1.4
|
|
|
—
|
|
|
(12.8
|
)
|
|
—
|
|
|
—
|
|
|
39.7
|
|
|
—
|
|
|
—
|
|
|
26.9
|
|
||||||||
Treasury stock purchased under share repurchase program ($76.55 per share)
|
(3.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(290.2
|
)
|
|
—
|
|
|
—
|
|
|
(290.2
|
)
|
||||||||
Cash dividends ($1.00 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(121.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(121.8
|
)
|
||||||||
Dividends paid to employee benefits trusts
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
38.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38.1
|
|
||||||||
Tax effects of stock-based compensation plans
|
—
|
|
|
—
|
|
|
17.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.7
|
|
||||||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.9
|
)
|
|
(7.9
|
)
|
||||||||
Purchase of noncontrolling interests
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|
(7.4
|
)
|
||||||||
Other**
|
—
|
|
|
—
|
|
|
(11.5
|
)
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
0.7
|
|
|
(10.8
|
)
|
||||||||
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
|
—
|
|
|
—
|
|
|
—
|
|
|
429.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.7
|
|
|
434.8
|
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49.4
|
)
|
|
—
|
|
|
—
|
|
|
(7.1
|
)
|
|
(56.5
|
)
|
||||||||
Shares issued under stock and benefit plans, net of minimum tax withholdings
|
1.4
|
|
|
—
|
|
|
(21.8
|
)
|
|
—
|
|
|
—
|
|
|
29.6
|
|
|
—
|
|
|
—
|
|
|
7.8
|
|
||||||||
Treasury stock purchased under share repurchase program ($94.97 per share)*
|
(2.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(207.8
|
)
|
|
—
|
|
|
—
|
|
|
(207.8
|
)
|
||||||||
Cash dividends ($1.16 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(138.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(138.4
|
)
|
||||||||
Dividends paid to employee benefits trusts
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
38.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38.4
|
|
||||||||
Tax effects of stock-based compensation plans
|
—
|
|
|
—
|
|
|
30.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30.0
|
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
1.5
|
|
||||||||
Redeemable noncontrolling interest adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.1
|
|
|
—
|
|
||||||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.4
|
)
|
|
(6.4
|
)
|
||||||||
Purchases of noncontrolling interests
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.3
|
|
||||||||
Other**
|
—
|
|
|
—
|
|
|
11.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.5
|
|
||||||||
Balance, December 31, 2015
|
118.7
|
|
|
$
|
236.6
|
|
|
$
|
1,260.5
|
|
|
$
|
3,834.4
|
|
|
$
|
(484.8
|
)
|
|
$
|
(2,529.9
|
)
|
|
$
|
(5.9
|
)
|
|
$
|
39.5
|
|
|
$
|
2,350.4
|
|
*
|
At
December 31, 2015
,
$667.2 million
was authorized for future repurchases of our common stock.
|
**
|
At December 31, 2014, the paid-in capital includes the
$11.5 million
holdback related to the accelerated share repurchase program discussed in Note 1. At December 31, 2015, the paid-in capital reflects the
$11.5 million
settlement of the accelerated share repurchase program discussed in Note 1.
|
|
December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Foreign currency translation
|
$
|
(237.4
|
)
|
|
$
|
(170.3
|
)
|
|
$
|
(108.5
|
)
|
Unrecognized actuarial losses and prior service cost related to our pension and other postretirement benefit plans net of accumulated tax of $138.2, $150.1 and $115.3 in 2015, 2014 and 2013, respectively
|
(245.8
|
)
|
|
(263.3
|
)
|
|
(202.2
|
)
|
|||
Cash flow hedging transactions, net of tax of $1.0, $1.1 and $1.2 in 2015, 2014 and 2013, respectively
|
(1.6
|
)
|
|
(1.8
|
)
|
|
(1.9
|
)
|
|||
Accumulated other comprehensive loss
|
$
|
(484.8
|
)
|
|
$
|
(435.4
|
)
|
|
$
|
(312.6
|
)
|
•
|
U.S. Information Solutions, or USIS
|
•
|
International
|
•
|
Workforce Solutions
|
•
|
Personal Solutions
|
|
Twelve Months Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
(In millions)
|
|||||||
Weighted-average shares outstanding (basic)
|
118.7
|
|
|
121.2
|
|
|
121.2
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
Stock options and restricted stock units
|
2.2
|
|
|
2.3
|
|
|
2.5
|
|
Weighted-average shares outstanding (diluted)
|
120.9
|
|
|
123.5
|
|
|
123.7
|
|
Asset
|
|
Useful Life
|
|
|
(In years)
|
Purchased data files
|
|
2 to 15
|
Acquired software and technology
|
|
1 to 10
|
Non-compete agreements
|
|
1 to 5
|
Proprietary database
|
|
6 to 10
|
Customer relationships
|
|
2 to 25
|
Trade names
|
|
3 to 15
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using:
|
|||||||||||
Description
|
|
|
Fair Value at December 31, 2015
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
||||||||
|
|
|
(In millions)
|
||||||||||||||
Assets and Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign Currency Options
|
(1)
|
|
$
|
14.4
|
|
|
$
|
—
|
|
|
$
|
14.4
|
|
|
$
|
—
|
|
Deferred Compensation Plan Assets
|
(2)
|
|
24.9
|
|
|
24.9
|
|
|
—
|
|
|
—
|
|
||||
Deferred Compensation Plan Liability
|
(2)
|
|
(24.9
|
)
|
|
—
|
|
|
(24.9
|
)
|
|
—
|
|
||||
Total assets and liabilities
|
|
|
$
|
14.4
|
|
|
$
|
24.9
|
|
|
$
|
(10.5
|
)
|
|
$
|
—
|
|
(1)
|
The fair value of our call options, designated as economic hedges, are calculated using a valuation model based on the underlying currency exchange rates and related volatility, and are classified within Level 2 of the fair value hierarchy.
|
(2)
|
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 plans. 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 participants investment selections and is valued at daily quoted market prices.
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Current assets
|
$
|
—
|
|
|
$
|
39.1
|
|
Property and equipment
|
—
|
|
|
3.6
|
|
||
Identifiable intangible assets
(1)
|
—
|
|
|
118.1
|
|
||
Goodwill
(2)
|
—
|
|
|
240.7
|
|
||
Total assets acquired
|
—
|
|
|
401.5
|
|
||
Total liabilities assumed
|
—
|
|
|
(62.7
|
)
|
||
Net assets acquired
|
$
|
—
|
|
|
$
|
338.8
|
|
(1)
|
Identifiable intangible assets are further disaggregated in the following table.
|
(2)
|
None
of the goodwill resulting from
2014
acquisitions is tax deductible.
|
|
|
December 31,
|
||||||||||
|
|
2015
|
|
2014
|
||||||||
Intangible asset category
|
|
Fair value
|
|
Weighted-average useful life
|
|
Fair value
|
|
Weighted-average useful life
|
||||
|
|
(In millions)
|
|
(In years)
|
|
(In millions)
|
|
(In years)
|
||||
Customer relationships
|
|
$
|
—
|
|
|
0.0
|
|
$
|
72.1
|
|
|
9.7
|
Acquired software and technology
|
|
—
|
|
|
0.0
|
|
21.7
|
|
|
4.6
|
||
Non-compete agreements
|
|
—
|
|
|
0.0
|
|
12.8
|
|
|
2.4
|
||
Trade names and other intangible assets
|
|
—
|
|
|
0.0
|
|
11.5
|
|
|
9.7
|
||
Total acquired intangibles
|
|
$
|
—
|
|
|
0.0
|
|
$
|
118.1
|
|
|
8.0
|
|
|
International
|
|
Workforce Solutions
|
|
Personal Solutions |
|
Total
|
|||||||||||
|
(In millions)
|
||||||||||||||||||
Balance, December 31, 2013
(1) (2)
|
$
|
1,004.9
|
|
|
$
|
322.7
|
|
|
$
|
907.7
|
|
|
$
|
159.8
|
|
|
$
|
2,395.1
|
|
Acquisitions
|
66.4
|
|
|
173.8
|
|
|
—
|
|
|
—
|
|
|
240.2
|
|
|||||
Adjustments to initial purchase price allocation
|
—
|
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|||||
Foreign currency translation
|
—
|
|
|
(25.5
|
)
|
|
—
|
|
|
(5.0
|
)
|
|
(30.5
|
)
|
|||||
Tax benefits of options exercised
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||||
Balance, December 31, 2014
(1)
|
1,071.3
|
|
|
473.1
|
|
|
907.6
|
|
|
154.8
|
|
|
2,606.8
|
|
|||||
Foreign currency translation
|
—
|
|
|
(31.6
|
)
|
|
—
|
|
|
(4.2
|
)
|
|
(35.8
|
)
|
|||||
Balance, December 31, 2015
|
$
|
1,071.3
|
|
|
$
|
441.5
|
|
|
$
|
907.6
|
|
|
$
|
150.6
|
|
|
$
|
2,571.0
|
|
|
Amount
|
||
|
(In millions)
|
||
Balance, December 31, 2013
|
$
|
95.5
|
|
Foreign currency translation
|
(0.3
|
)
|
|
Balance, December 31, 2014
|
95.2
|
|
|
Foreign currency translation
|
(0.5
|
)
|
|
Balance, December 31, 2015
|
$
|
94.7
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
||||||||||||
Definite-lived intangible assets:
|
(In millions)
|
||||||||||||||||||||||
Purchased data files
|
$
|
665.9
|
|
|
$
|
(240.6
|
)
|
|
$
|
425.3
|
|
|
$
|
692.0
|
|
|
$
|
(218.8
|
)
|
|
$
|
473.2
|
|
Acquired software and technology
|
52.4
|
|
|
(35.5
|
)
|
|
16.9
|
|
|
53.9
|
|
|
(26.4
|
)
|
|
27.5
|
|
||||||
Customer relationships
|
565.9
|
|
|
(239.3
|
)
|
|
326.6
|
|
|
570.7
|
|
|
(204.3
|
)
|
|
366.4
|
|
||||||
Reacquired rights
|
73.3
|
|
|
(39.4
|
)
|
|
33.9
|
|
|
73.3
|
|
|
(26.3
|
)
|
|
47.0
|
|
||||||
Proprietary database
|
7.4
|
|
|
(5.8
|
)
|
|
1.6
|
|
|
7.4
|
|
|
(5.4
|
)
|
|
2.0
|
|
||||||
Non-compete agreements
|
25.8
|
|
|
(18.3
|
)
|
|
7.5
|
|
|
27.0
|
|
|
(11.8
|
)
|
|
15.2
|
|
||||||
Trade names and other intangible assets
|
49.1
|
|
|
(33.0
|
)
|
|
16.1
|
|
|
51.1
|
|
|
(28.5
|
)
|
|
22.6
|
|
||||||
Total definite-lived intangible assets
|
$
|
1,439.8
|
|
|
$
|
(611.9
|
)
|
|
$
|
827.9
|
|
|
$
|
1,475.4
|
|
|
$
|
(521.5
|
)
|
|
$
|
953.9
|
|
Years ending December 31,
|
Amount
|
||
|
(In millions)
|
||
2016
|
$
|
113.9
|
|
2017
|
102.4
|
|
|
2018
|
84.0
|
|
|
2019
|
65.4
|
|
|
2020
|
60.6
|
|
|
Thereafter
|
401.6
|
|
|
|
$
|
827.9
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
|
|
|
|||||
Commercial paper ("CP")
|
$
|
47.2
|
|
|
$
|
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
|
2.1
|
|
|
0.7
|
|
||
Total debt
|
1,196.8
|
|
|
1,527.9
|
|
||
Less short-term debt and current maturities
|
49.3
|
|
|
380.4
|
|
||
Less unamortized discounts
|
1.6
|
|
|
1.8
|
|
||
Total long-term debt, net of discount
|
$
|
1,145.9
|
|
|
$
|
1,145.7
|
|
Years ending December 31,
|
|
Amount
|
||
|
|
(In millions)
|
||
2016
|
|
$
|
49.3
|
|
2017
|
|
272.5
|
|
|
2018
|
|
—
|
|
|
2019
|
|
—
|
|
|
2020
|
|
—
|
|
|
Thereafter
|
|
875.0
|
|
|
Total debt
|
|
$
|
1,196.8
|
|
Years ending December 31,
|
|
Amount
|
||
|
|
(In millions)
|
||
2016
|
|
$
|
21.2
|
|
2017
|
|
17.7
|
|
|
2018
|
|
14.3
|
|
|
2019
|
|
12.4
|
|
|
2020
|
|
12.2
|
|
|
Thereafter
|
|
60.7
|
|
|
|
|
$
|
138.5
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Current:
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
159.0
|
|
|
$
|
140.7
|
|
|
$
|
130.9
|
|
State
|
14.7
|
|
|
18.3
|
|
|
16.4
|
|
|||
Foreign
|
56.8
|
|
|
50.8
|
|
|
51.3
|
|
|||
|
230.5
|
|
|
209.8
|
|
|
198.6
|
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
|||
Federal
|
(7.5
|
)
|
|
0.8
|
|
|
(3.7
|
)
|
|||
State
|
(9.3
|
)
|
|
(0.2
|
)
|
|
2.8
|
|
|||
Foreign
|
(11.9
|
)
|
|
(10.2
|
)
|
|
(8.8
|
)
|
|||
|
(28.7
|
)
|
|
(9.6
|
)
|
|
(9.7
|
)
|
|||
Provision for income taxes
|
$
|
201.8
|
|
|
$
|
200.2
|
|
|
$
|
188.9
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
U.S.
|
$
|
607.6
|
|
|
$
|
521.5
|
|
|
$
|
458.4
|
|
Foreign
|
29.0
|
|
|
52.7
|
|
|
72.0
|
|
|||
|
$
|
636.6
|
|
|
$
|
574.2
|
|
|
$
|
530.4
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|||
|
|
|
|
|
|
||||||
Provision computed at federal statutory rate
|
$
|
222.8
|
|
|
$
|
201.0
|
|
|
$
|
185.6
|
|
State and local taxes, net of federal tax benefit
|
5.2
|
|
|
13.1
|
|
|
12.1
|
|
|||
Foreign
|
(21.8
|
)
|
|
(7.3
|
)
|
|
(4.1
|
)
|
|||
Valuation allowance
|
—
|
|
|
(2.2
|
)
|
|
(0.6
|
)
|
|||
Tax reserves
|
0.9
|
|
|
0.6
|
|
|
(1.2
|
)
|
|||
Other
|
(5.3
|
)
|
|
(5.0
|
)
|
|
(2.9
|
)
|
|||
Provision for income taxes
|
$
|
201.8
|
|
|
$
|
200.2
|
|
|
$
|
188.9
|
|
|
|
|
|
|
|
||||||
Effective income tax rate
|
31.7
|
%
|
|
34.9
|
%
|
|
35.6
|
%
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Deferred income tax assets:
|
|
|
|
|
|
||
Employee pension benefits
|
$
|
131.7
|
|
|
$
|
142.6
|
|
Net operating and capital loss carryforwards
|
236.1
|
|
|
136.1
|
|
||
Foreign tax credits
|
50.7
|
|
|
94.7
|
|
||
Employee compensation programs
|
70.9
|
|
|
67.1
|
|
||
Reserves and accrued expenses
|
13.9
|
|
|
6.4
|
|
||
Deferred revenue
|
3.4
|
|
|
3.3
|
|
||
Other
|
7.6
|
|
|
8.7
|
|
||
Gross deferred income tax assets
|
514.3
|
|
|
458.9
|
|
||
Valuation allowance
|
(222.9
|
)
|
|
(121.4
|
)
|
||
Total deferred income tax assets, net
|
$
|
291.4
|
|
|
$
|
337.5
|
|
|
|
|
|
||||
Deferred income tax liabilities:
|
|
|
|
|
|
||
Goodwill and intangible assets
|
(332.8
|
)
|
|
(334.5
|
)
|
||
Pension expense
|
(99.3
|
)
|
|
(99.9
|
)
|
||
Undistributed earnings of foreign subsidiaries
|
(32.6
|
)
|
|
(96.1
|
)
|
||
Depreciation
|
(15.1
|
)
|
|
(13.4
|
)
|
||
Other
|
(10.8
|
)
|
|
(15.4
|
)
|
||
Total deferred income tax liability
|
(490.6
|
)
|
|
(559.3
|
)
|
||
Net deferred income tax liability
|
$
|
(199.2
|
)
|
|
$
|
(221.8
|
)
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Long-term deferred income tax assets, included in other assets
|
$
|
6.3
|
|
|
$
|
6.5
|
|
Long-term deferred income tax liabilities
|
(205.5
|
)
|
|
(228.3
|
)
|
||
Net deferred income tax liability
|
$
|
(199.2
|
)
|
|
$
|
(221.8
|
)
|
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Beginning balance (January 1)
|
$
|
19.8
|
|
|
$
|
19.1
|
|
Increases related to prior year tax positions
|
5.5
|
|
|
3.0
|
|
||
Decreases related to prior year tax positions
|
(2.2
|
)
|
|
(0.4
|
)
|
||
Increases related to current year tax positions
|
4.0
|
|
|
4.4
|
|
||
Decreases related to settlements
|
(0.5
|
)
|
|
(0.6
|
)
|
||
Expiration of the statute of limitations for the assessment of taxes
|
(4.5
|
)
|
|
(5.3
|
)
|
||
Currency translation adjustment
|
(0.5
|
)
|
|
(0.4
|
)
|
||
Ending balance (December 31)
|
$
|
21.6
|
|
|
$
|
19.8
|
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In millions)
|
||||||||||
Cost of services
|
|
$
|
5.0
|
|
|
$
|
4.6
|
|
|
$
|
4.2
|
|
Selling, general and administrative expenses
|
|
33.4
|
|
|
33.5
|
|
|
28.0
|
|
|||
Stock-based compensation expense, before income taxes
|
|
$
|
38.4
|
|
|
$
|
38.1
|
|
|
$
|
32.2
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Dividend yield
|
1.2
|
%
|
|
1.4
|
%
|
|
1.5
|
%
|
|||
Expected volatility
|
21.2
|
%
|
|
21.1
|
%
|
|
25.8
|
%
|
|||
Risk-free interest rate
|
1.3
|
%
|
|
1.6
|
%
|
|
1.3
|
%
|
|||
Expected term (in years)
|
4.8
|
|
|
4.8
|
|
|
4.9
|
|
|||
Weighted-average fair value of stock options granted
|
$
|
16.75
|
|
|
$
|
12.63
|
|
|
$
|
11.95
|
|
|
Shares
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value
|
|||||
|
(In thousands)
|
|
|
|
(In years)
|
|
(In millions)
|
|||||
Outstanding at December 31, 2014
|
2,579
|
|
|
$
|
42.54
|
|
|
|
|
|
|
|
Granted (all at market price)
|
189
|
|
|
$
|
97.21
|
|
|
|
|
|
|
|
Exercised
|
(888
|
)
|
|
$
|
38.74
|
|
|
|
|
|
|
|
Forfeited and canceled
|
(14
|
)
|
|
$
|
37.17
|
|
|
|
|
|
|
|
Outstanding at December 31, 2015
|
1,866
|
|
|
$
|
57.95
|
|
|
5.9
|
|
$
|
114.8
|
|
Vested and expected to vest at December 31, 2015
|
1,796
|
|
|
$
|
48.62
|
|
|
5.8
|
|
$
|
112.8
|
|
Exercisable at December 31, 2015
|
1,411
|
|
|
$
|
39.90
|
|
|
5.0
|
|
$
|
100.8
|
|
|
December 31,
|
||||||||||||
|
2014
|
|
2013
|
||||||||||
|
Shares
|
|
Weighted-
Average Price
|
|
Shares
|
|
Weighted-
Average Price
|
||||||
|
(Shares in thousands)
|
|
(Shares in thousands)
|
||||||||||
Outstanding at the beginning of the year
|
3,530
|
|
|
$
|
37.85
|
|
|
4,748
|
|
|
$
|
34.64
|
|
Granted (all at market price)
|
249
|
|
|
$
|
73.46
|
|
|
346
|
|
|
$
|
60.15
|
|
Exercised
|
(1,145
|
)
|
|
$
|
34.81
|
|
|
(1,469
|
)
|
|
$
|
32.58
|
|
Forfeited and canceled
|
(55
|
)
|
|
$
|
49.12
|
|
|
(95
|
)
|
|
$
|
44.24
|
|
Outstanding at the end of the year
|
2,579
|
|
|
$
|
42.54
|
|
|
3,530
|
|
|
$
|
37.85
|
|
Exercisable at end of year
|
1,970
|
|
|
$
|
36.39
|
|
|
2,495
|
|
|
$
|
34.45
|
|
|
Shares
|
|
Weighted-Average
Grant Date
Fair Value
|
|||
|
(In thousands)
|
|
|
|
||
Nonvested at December 31, 2012
|
1,616
|
|
|
$
|
37.95
|
|
Granted
|
621
|
|
|
$
|
57.82
|
|
Vested
|
(479
|
)
|
|
$
|
33.05
|
|
Forfeited
|
(63
|
)
|
|
$
|
40.99
|
|
Nonvested at December 31, 2013
|
1,695
|
|
|
$
|
46.50
|
|
Granted
|
580
|
|
|
$
|
70.89
|
|
Vested
|
(480
|
)
|
|
$
|
35.83
|
|
Forfeited
|
(95
|
)
|
|
$
|
52.16
|
|
Nonvested at December 31, 2014
|
1,700
|
|
|
$
|
57.52
|
|
Granted
|
472
|
|
|
$
|
79.26
|
|
Vested
|
(698
|
)
|
|
$
|
39.21
|
|
Forfeited
|
(43
|
)
|
|
$
|
59.05
|
|
Nonvested at December 31, 2015
|
1,431
|
|
|
$
|
72.64
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In millions)
|
||||||||||||||
Change in projected benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
||||
Benefit obligation at January 1,
|
$
|
739.1
|
|
|
$
|
636.8
|
|
|
$
|
19.4
|
|
|
$
|
19.6
|
|
Service cost
|
4.2
|
|
|
4.5
|
|
|
0.3
|
|
|
0.3
|
|
||||
Interest cost
|
30.4
|
|
|
31.1
|
|
|
0.7
|
|
|
0.8
|
|
||||
Plan participants' contributions
|
—
|
|
|
—
|
|
|
0.6
|
|
|
0.5
|
|
||||
Amendments
|
—
|
|
|
3.2
|
|
|
—
|
|
|
—
|
|
||||
Actuarial loss (gain)
|
(59.9
|
)
|
|
113.2
|
|
|
1.4
|
|
|
0.5
|
|
||||
Foreign currency exchange rate changes
|
(9.7
|
)
|
|
(5.5
|
)
|
|
(0.4
|
)
|
|
(0.2
|
)
|
||||
Curtailments
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
|
—
|
|
||||
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(41.4
|
)
|
|
(41.6
|
)
|
|
(2.4
|
)
|
|
(2.1
|
)
|
||||
Projected benefit obligation at December 31,
|
662.7
|
|
|
739.1
|
|
|
19.6
|
|
|
19.4
|
|
||||
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at January 1,
|
570.1
|
|
|
568.1
|
|
|
20.8
|
|
|
21.6
|
|
||||
Actual return on plan assets
|
(5.3
|
)
|
|
43.7
|
|
|
(0.2
|
)
|
|
1.7
|
|
||||
Employer contributions
|
4.3
|
|
|
5.2
|
|
|
1.8
|
|
|
1.6
|
|
||||
Plan participants' contributions
|
—
|
|
|
—
|
|
|
0.6
|
|
|
0.5
|
|
||||
Foreign currency exchange rate changes
|
(8.8
|
)
|
|
(5.3
|
)
|
|
—
|
|
|
—
|
|
||||
Settlements
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|
(2.5
|
)
|
||||
Benefits paid
|
(41.4
|
)
|
|
(41.6
|
)
|
|
(2.4
|
)
|
|
(2.1
|
)
|
||||
Fair value of plan assets at December 31,
|
518.9
|
|
|
570.1
|
|
|
18.9
|
|
|
20.8
|
|
||||
Funded status of plan
|
$
|
(143.8
|
)
|
|
$
|
(169.0
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
1.4
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
|
(In millions)
|
||||||||||||||
Amounts recognized in the statements of financial position consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Noncurrent assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.5
|
|
|
$
|
4.2
|
|
Current liabilities
|
|
(4.2
|
)
|
|
(4.0
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
||||
Long-term liabilities
|
|
(139.6
|
)
|
|
(165.0
|
)
|
|
(2.0
|
)
|
|
(2.6
|
)
|
||||
Net amount recognized
|
|
$
|
(143.8
|
)
|
|
$
|
(169.0
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
1.4
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
|
(In millions)
|
||||||||||||||
Prior service cost, net of accumulated taxes of $3.6 and $4.0 in 2015 and 2014, respectively, for pension benefits and $(1.6) and $(2.1) in 2015 and 2014, respectively, for other benefits
|
|
$
|
6.1
|
|
|
$
|
6.6
|
|
|
$
|
(2.8
|
)
|
|
$
|
(3.5
|
)
|
Net actuarial loss, net of accumulated taxes of $132.6 and $145.5 in 2015 and 2014, respectively, for pension benefits and $3.6 and $2.7 in 2015 and 2014, respectively, for other benefits
|
|
236.4
|
|
|
255.7
|
|
|
6.1
|
|
|
4.5
|
|
||||
Accumulated other comprehensive loss
|
|
$
|
242.5
|
|
|
$
|
262.3
|
|
|
$
|
3.3
|
|
|
$
|
1.0
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
|
(In millions)
|
||||||||||||||
Amounts arising during the period:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net actuarial loss (gain), net of taxes of $(6.7) and $39.6 in 2015 and 2014, respectively, for pension benefits and $1.2 and $0.1 in 2015 and 2014, respectively, for other benefits
|
|
$
|
(8.4
|
)
|
|
$
|
69.0
|
|
|
$
|
1.9
|
|
|
$
|
0.3
|
|
Foreign currency exchange rate gain, net of taxes of $(0.3) and $(0.1) in 2015 and 2014, respectively, for pension benefits and $(0.1) in 2015 for other benefits
|
|
(0.6
|
)
|
|
(0.2
|
)
|
|
(0.3
|
)
|
|
(0.2
|
)
|
||||
Prior service cost, net of taxes of $1.2 in 2014, for pension benefits
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Amounts recognized in net periodic benefit cost during the period:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Recognized actuarial loss, net of taxes of $(5.9) and $(4.8) in 2015 and 2014, respectively, for pension benefits and $(0.2) and $0.4 in 2015 and 2014, respectively, for other benefits
|
|
(9.9
|
)
|
|
(8.1
|
)
|
|
(0.4
|
)
|
|
0.8
|
|
||||
Amortization of prior service cost, net of taxes of $(0.3) and $(0.3) in 2015 and 2014, respectively, for pension benefits and $0.4 and $(0.2) in 2015 and 2014, respectively, for other benefits
|
|
(0.6
|
)
|
|
(0.5
|
)
|
|
0.8
|
|
|
(0.4
|
)
|
||||
Curtailments, net of taxes of $(1.0) in 2014 for pension benefits
|
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
||||
Total recognized in other comprehensive income
|
|
$
|
(19.5
|
)
|
|
$
|
60.6
|
|
|
$
|
2.0
|
|
|
$
|
0.5
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Service cost
|
$
|
4.2
|
|
|
$
|
4.5
|
|
|
$
|
5.4
|
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
|
$
|
0.5
|
|
Interest cost
|
30.4
|
|
|
31.1
|
|
|
28.9
|
|
|
0.7
|
|
|
0.8
|
|
|
1.1
|
|
||||||
Expected return on plan assets
|
(39.6
|
)
|
|
(39.7
|
)
|
|
(39.0
|
)
|
|
(1.5
|
)
|
|
(1.6
|
)
|
|
(1.6
|
)
|
||||||
Amortization of prior service cost
|
0.9
|
|
|
0.8
|
|
|
1.3
|
|
|
(1.2
|
)
|
|
0.6
|
|
|
(0.5
|
)
|
||||||
Recognized actuarial loss (gain)
|
15.8
|
|
|
12.9
|
|
|
17.0
|
|
|
0.6
|
|
|
(1.2
|
)
|
|
3.2
|
|
||||||
Net periodic benefit cost
|
11.7
|
|
|
9.6
|
|
|
13.6
|
|
|
(1.1
|
)
|
|
(1.1
|
)
|
|
2.7
|
|
||||||
Curtailments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total net periodic benefit cost
|
$
|
11.7
|
|
|
$
|
9.6
|
|
|
$
|
13.6
|
|
|
$
|
(1.1
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
2.7
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||
|
|
(In millions)
|
||||||
Actuarial loss, net of taxes of $5.1 for pension benefits and $0.3 for other benefits
|
|
$
|
8.5
|
|
|
$
|
0.5
|
|
Prior service cost, net of taxes of $0.3 for pension benefits and $(0.4) for other benefits
|
|
$
|
0.5
|
|
|
$
|
(0.7
|
)
|
Weighted-average assumptions used to determine benefit obligations at December 31,
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||
Discount rate
|
|
4.86
|
%
|
|
4.26
|
%
|
|
4.39
|
%
|
|
4.05
|
%
|
Rate of compensation increase
|
|
4.71
|
%
|
|
4.59
|
%
|
|
N/A
|
|
|
N/A
|
|
Weighted-average assumptions used to determine net periodic benefit cost at December 31,
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|||||||
Discount rate
|
|
4.26
|
%
|
|
5.07
|
%
|
|
4.17
|
%
|
|
4.05
|
%
|
|
4.49
|
%
|
|
4.03
|
%
|
Expected return on plan assets
|
|
7.44
|
%
|
|
7.43
|
%
|
|
7.43
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
Rate of compensation increase
|
|
4.71
|
%
|
|
3.34
|
%
|
|
3.26
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
1-Percentage Point Increase
|
|
1-Percentage Point Decrease
|
||||
|
|
(In millions)
|
||||||
Effect on total service and interest cost components
|
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
Effect on accumulated postretirement benefit obligation
|
|
$
|
1.4
|
|
|
$
|
(1.3
|
)
|
Years ending December 31,
|
|
U.S. Defined Benefit Plans
|
|
Non-U.S. Defined Benefit Plans
|
|
Other Benefit Plans
|
||||||
|
|
(In millions)
|
||||||||||
2016
|
|
$
|
41.2
|
|
|
$
|
1.8
|
|
|
$
|
1.7
|
|
2017
|
|
$
|
41.6
|
|
|
$
|
1.9
|
|
|
$
|
1.7
|
|
2018
|
|
$
|
41.7
|
|
|
$
|
1.9
|
|
|
$
|
1.6
|
|
2019
|
|
$
|
41.7
|
|
|
$
|
2.0
|
|
|
$
|
1.6
|
|
2020
|
|
$
|
42.8
|
|
|
$
|
2.0
|
|
|
$
|
1.6
|
|
Next five fiscal years to December 31, 2025
|
|
$
|
209.2
|
|
|
$
|
11.6
|
|
|
$
|
8.0
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using:
|
|||||||||||
Description
|
|
|
Fair Value at December 31, 2015
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
||||||||
|
|
|
(In millions)
|
||||||||||||||
Large-Cap Equity
|
(1)
|
|
$
|
123.0
|
|
|
$
|
123.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Small and Mid-Cap Equity
|
(1)
|
|
28.8
|
|
|
28.8
|
|
|
—
|
|
|
—
|
|
||||
International Equity
|
(1) (2)
|
|
79.1
|
|
|
16.0
|
|
|
63.1
|
|
|
—
|
|
||||
Fixed Income
|
(2)
|
|
163.0
|
|
|
—
|
|
|
163.0
|
|
|
—
|
|
||||
Private Equity
|
(3)
|
|
41.9
|
|
|
—
|
|
|
—
|
|
|
41.9
|
|
||||
Hedge Funds
|
(4)
|
|
54.0
|
|
|
—
|
|
|
—
|
|
|
54.0
|
|
||||
Real Assets
|
(5)
|
|
17.4
|
|
|
—
|
|
|
—
|
|
|
17.4
|
|
||||
Cash
|
(1)
|
|
11.7
|
|
|
11.7
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
|
$
|
518.9
|
|
|
$
|
179.5
|
|
|
$
|
226.1
|
|
|
$
|
113.3
|
|
(1)
|
Fair value is based on observable market prices for the assets.
|
(2)
|
For the portion of this asset class categorized as Level 2, fair value is determined using dealer and broker quotations, certain pricing models, bid prices, quoted prices for similar assets and liabilities in active markets, or other inputs that are observable or can be corroborated by observable market data.
|
(3)
|
Private equity investments are initially valued at cost. Fund managers periodically review the valuations utilizing subsequent company-specific transactions or deterioration in the company’s financial performance to determine if fair value adjustments are necessary. Private equity investments are typically viewed as long term, less liquid investments with return of capital coming via cash distributions from the sale of underlying fund assets. The Plan intends to hold these investments through each fund’s normal life cycle and wind down period. As of
December 31, 2015
, we had
$12.8 million
of remaining commitments related to these private equity investments.
|
(4)
|
Fair value is reported by the fund manager based on observable market prices for actively traded assets within the funds, as well as financial models, comparable financial transactions or other factors relevant to the specific asset for assets with no observable market. These investments are redeemable quarterly with a range of
30
–
90
days notice.
|
(5)
|
For all assets categorized as Level 3, fair value is reported by the fund manager based on a combination of the following valuation approaches: current replacement cost less deterioration and obsolescence, a discounted cash flow model of income streams, and comparable market sales. As of
December 31, 2015
, we had
$2.5 million
of remaining commitments related to the real asset investments.
|
|
Private Equity
|
|
Hedge Funds
|
|
Real Assets
|
||||||
|
(In millions)
|
||||||||||
Balance at December 31, 2014
|
$
|
35.7
|
|
|
$
|
69.7
|
|
|
$
|
16.5
|
|
Return on plan assets:
|
|
|
|
|
|
|
|
|
|||
Unrealized
|
2.9
|
|
|
0.7
|
|
|
—
|
|
|||
Realized
|
1.6
|
|
|
0.2
|
|
|
1.7
|
|
|||
Purchases
|
5.9
|
|
|
9.6
|
|
|
0.4
|
|
|||
Sales
|
(4.2
|
)
|
|
(26.2
|
)
|
|
(1.2
|
)
|
|||
Balance at December 31, 2015
|
$
|
41.9
|
|
|
$
|
54.0
|
|
|
$
|
17.4
|
|
(1)
|
Fair value is based on observable market prices for the assets.
|
(2)
|
For the portion of this asset class categorized as Level 2, fair value is determined using dealer and broker quotations, certain pricing models, bid prices, quoted prices for similar assets and liabilities in active markets, or other inputs that are observable or can be corroborated by observable market data.
|
(3)
|
Private equity investments are initially valued at cost. Fund managers periodically review the valuations utilizing subsequent company-specific transactions or deterioration in the company’s financial performance to determine if fair value adjustments are necessary. Private equity investments are typically viewed as long term, less liquid investments with return of capital coming via cash distributions from the sale of underlying fund assets. The Plan intends to hold these investments through each fund’s normal life cycle and wind down period.
|
(4)
|
Fair value is reported by the fund manager based on observable market prices for actively traded assets within the funds, as well as financial models, comparable financial transactions or other factors relevant to the specific asset for assets with no observable market. These investments are redeemable quarterly with a range of
30
–
90
days notice.
|
(5)
|
For the portion of this asset class categorized as Level 3, fair value is reported by the fund manager based on a combination of the following valuation approaches: current replacement cost less deterioration and obsolescence, a discounted cash flow model of income streams and comparable market sales.
|
|
|
|
Actual
|
||||
CRIP
|
Range
|
|
2015
|
|
2014
|
||
Canadian Equities
|
25%-50%
|
|
34.6
|
%
|
|
34.9
|
%
|
International Equities (including U.S. Equities)
|
0%-19%
|
|
15.1
|
%
|
|
14.8
|
%
|
Fixed Income
|
40%-60%
|
|
49.3
|
%
|
|
49.3
|
%
|
Money Market
|
0%-10%
|
|
1.0
|
%
|
|
1.0
|
%
|
•
|
The Executive Life and Supplemental Retirement Benefit Plan Grantor Trust is used to ensure that the insurance premiums due under the Executive Life and Supplemental Retirement Benefit Plan are paid in case we fail to make scheduled payments following a change in control, as defined in this trust agreement.
|
•
|
The Supplemental Retirement Plan Grantor Trust’s assets are dedicated to ensure the payment of benefits accrued under our Supplemental Retirement Plan in case of a change in control, as defined in this trust agreement.
|
|
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
|
(67.1
|
)
|
|
7.4
|
|
|
0.2
|
|
|
(59.5
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
10.1
|
|
|
—
|
|
|
10.1
|
|
||||
Net current-period other comprehensive income
|
(67.1
|
)
|
|
17.5
|
|
|
0.2
|
|
|
(49.4
|
)
|
||||
Balance, December 31, 2015
|
$
|
(237.4
|
)
|
|
$
|
(245.8
|
)
|
|
$
|
(1.6
|
)
|
|
$
|
(484.8
|
)
|
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
|
|
(16.4
|
)
|
|
(1)
|
|
|
|
(16.1
|
)
|
|
Total before tax
|
|
|
|
6.0
|
|
|
Tax benefit
|
|
|
|
$
|
(10.1
|
)
|
|
Net of tax
|
(1)
|
These accumulated other comprehensive income components are included in the computation of net periodic pension cost (See Note 11 Benefit Plans for additional details).
|
•
|
U.S. Information Solutions
|
•
|
International
|
•
|
Workforce Solutions
|
•
|
Personal Solutions
|
|
|
Twelve Months Ended
December 31,
|
||||||||||
Operating revenue:
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In millions)
|
||||||||||
U.S. Information Solutions
|
|
$
|
1,171.3
|
|
|
$
|
1,079.9
|
|
|
$
|
1,054.5
|
|
International
|
|
568.5
|
|
|
572.2
|
|
|
497.8
|
|
|||
Workforce Solutions
|
|
577.7
|
|
|
490.1
|
|
|
474.1
|
|
|||
Personal Solutions
|
|
346.1
|
|
|
294.2
|
|
|
277.5
|
|
|||
Total operating revenue
|
|
$
|
2,663.6
|
|
|
$
|
2,436.4
|
|
|
$
|
2,303.9
|
|
|
|
Twelve Months Ended
December 31, |
||||||||||
Operating income:
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In millions)
|
||||||||||
U.S. Information Solutions
|
|
$
|
491.2
|
|
|
$
|
421.0
|
|
|
$
|
401.3
|
|
International
|
|
113.5
|
|
|
121.0
|
|
|
145.3
|
|
|||
Workforce Solutions
|
|
218.8
|
|
|
160.7
|
|
|
142.6
|
|
|||
Personal Solutions
|
|
95.2
|
|
|
93.4
|
|
|
79.3
|
|
|||
General Corporate Expense
|
|
(224.8
|
)
|
|
(157.9
|
)
|
|
(157.3
|
)
|
|||
Total operating income
|
|
$
|
693.9
|
|
|
$
|
638.2
|
|
|
$
|
611.2
|
|
|
|
December 31,
|
||||||
Total assets:
|
|
2015
|
|
2014
|
||||
|
|
(In millions)
|
||||||
U.S. Information Solutions
|
|
$
|
1,869.6
|
|
|
$
|
1,931.3
|
|
International
|
|
830.2
|
|
|
965.3
|
|
||
Workforce Solutions
|
|
1,268.5
|
|
|
1,271.3
|
|
||
Personal Solutions
|
|
197.9
|
|
|
194.9
|
|
||
General Corporate
|
|
342.8
|
|
|
298.2
|
|
||
Total assets
|
|
$
|
4,509.0
|
|
|
$
|
4,661.0
|
|
|
|
Twelve Months Ended
December 31, |
||||||||||
Depreciation and amortization expense:
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In millions)
|
||||||||||
U.S. Information Solutions
|
|
$
|
83.3
|
|
|
$
|
86.7
|
|
|
$
|
88.8
|
|
International
|
|
40.1
|
|
|
44.2
|
|
|
24.1
|
|
|||
Workforce Solutions
|
|
42.0
|
|
|
42.6
|
|
|
51.7
|
|
|||
Personal Solutions
|
|
9.4
|
|
|
8.2
|
|
|
7.5
|
|
|||
General Corporate
|
|
23.2
|
|
|
20.1
|
|
|
17.5
|
|
|||
Total depreciation and amortization expense
|
|
$
|
198.0
|
|
|
$
|
201.8
|
|
|
$
|
189.6
|
|
|
|
Twelve Months Ended
December 31, |
||||||||||
Capital expenditures:
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In millions)
|
||||||||||
U.S. Information Solutions
|
|
$
|
21.9
|
|
|
$
|
16.6
|
|
|
$
|
16.7
|
|
International
|
|
25.7
|
|
|
15.2
|
|
|
19.7
|
|
|||
Workforce Solutions
|
|
22.1
|
|
|
13.1
|
|
|
14.6
|
|
|||
Personal Solutions
|
|
11.2
|
|
|
9.2
|
|
|
6.9
|
|
|||
General Corporate
|
|
69.8
|
|
|
32.3
|
|
|
25.4
|
|
|||
Total capital expenditures
|
|
$
|
150.7
|
|
|
$
|
86.4
|
|
|
$
|
83.3
|
|
|
|
Twelve Months Ended
December 31, |
|||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
|
|
|
|
|
(In millions)
|
|
|
|
|
|||||||||||
Operating revenue (based on location of customer):
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||||||
U.S.
|
|
$
|
2,041.7
|
|
|
77
|
%
|
|
$
|
1,810.2
|
|
|
74
|
%
|
|
$
|
1,766.0
|
|
|
77
|
%
|
U.K.
|
|
224.1
|
|
|
8
|
%
|
|
217.0
|
|
|
9
|
%
|
|
144.7
|
|
|
6
|
%
|
|||
Canada
|
|
135.5
|
|
|
5
|
%
|
|
154.2
|
|
|
6
|
%
|
|
155.6
|
|
|
7
|
%
|
|||
Other
|
|
262.3
|
|
|
10
|
%
|
|
255.0
|
|
|
11
|
%
|
|
237.6
|
|
|
10
|
%
|
|||
Total operating revenue
|
|
$
|
2,663.6
|
|
|
100
|
%
|
|
$
|
2,436.4
|
|
|
100
|
%
|
|
$
|
2,303.9
|
|
|
100
|
%
|
|
|
December 31,
|
||||||||||||
|
|
2015
|
|
2014
|
||||||||||
|
|
|
|
(In millions)
|
|
|
||||||||
Long-lived assets:
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
U.S.
|
|
$
|
3,248.3
|
|
|
82
|
%
|
|
$
|
3,287.5
|
|
|
81
|
%
|
U.K.
|
|
353.1
|
|
|
9
|
%
|
|
371.9
|
|
|
9
|
%
|
||
Canada
|
|
45.5
|
|
|
1
|
%
|
|
55.8
|
|
|
1
|
%
|
||
Other
|
|
300.5
|
|
|
8
|
%
|
|
355.3
|
|
|
9
|
%
|
||
Total long-lived assets
|
|
$
|
3,947.4
|
|
|
100
|
%
|
|
$
|
4,070.5
|
|
|
100
|
%
|
|
|
Three Months Ended
|
||||||||||||||
2015
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
|
|
(In millions, except per share data)
|
||||||||||||||
Operating revenue
|
|
$
|
651.8
|
|
|
$
|
678.1
|
|
|
$
|
667.4
|
|
|
$
|
666.3
|
|
Operating income
|
|
$
|
154.2
|
|
|
$
|
188.5
|
|
|
$
|
174.3
|
|
|
$
|
176.9
|
|
Consolidated net income
|
|
$
|
89.6
|
|
|
$
|
112.5
|
|
|
$
|
119.7
|
|
|
$
|
113.0
|
|
Net income attributable to Equifax
|
|
$
|
88.3
|
|
|
$
|
111.0
|
|
|
$
|
117.9
|
|
|
$
|
111.9
|
|
Basic earnings per share*
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income attributable to Equifax
|
|
$
|
0.74
|
|
|
$
|
0.94
|
|
|
$
|
1.00
|
|
|
$
|
0.94
|
|
Diluted earnings per share*
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income attributable to Equifax
|
|
$
|
0.73
|
|
|
$
|
0.92
|
|
|
$
|
0.98
|
|
|
$
|
0.93
|
|
|
|
Three Months Ended
|
||||||||||||||
2014
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
|
|
(In millions, except per share data)
|
||||||||||||||
Operating revenue
|
|
$
|
584.5
|
|
|
$
|
613.9
|
|
|
$
|
613.4
|
|
|
$
|
624.6
|
|
Operating income
|
|
$
|
151.9
|
|
|
$
|
167.4
|
|
|
$
|
153.7
|
|
|
$
|
165.2
|
|
Consolidated net income
|
|
$
|
86.3
|
|
|
$
|
94.5
|
|
|
$
|
94.4
|
|
|
$
|
98.8
|
|
Net income attributable to Equifax
|
|
$
|
83.9
|
|
|
$
|
92.8
|
|
|
$
|
92.7
|
|
|
$
|
98.0
|
|
Basic earnings per share*
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income attributable to Equifax
|
|
$
|
0.69
|
|
|
$
|
0.76
|
|
|
$
|
0.77
|
|
|
$
|
0.82
|
|
Diluted earnings per share*
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income attributable to Equifax
|
|
$
|
0.67
|
|
|
$
|
0.75
|
|
|
$
|
0.75
|
|
|
$
|
0.80
|
|
*
|
The sum of the quarterly EPS does not equal the annual EPS due to changes in the weighted-average shares between periods.
|
•
|
During Q1 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. For additional information about our acquisitions, see Note 13 of the Notes to Consolidated Financial Statements.
|
•
|
During Q2 2015, we recorded a
46.0 million
Brazilian Reais (
$14.8 million
) impairment of our investment in BVS. For additional information about our acquisitions, see Note 2 of the Notes to Consolidated Financial Statements.
|
•
|
During Q1 2014, we made
two
acquisitions, the TDX and Forseva, for a total of
$338.8 million
. For additional information about our acquisitions, see Note 4 of the Notes to Consolidated Financial Statements.
|
•
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect transactions and dispositions of our assets;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
(a)
|
List of Documents Filed as a Part of This Report:
|
(1)
|
Financial Statements.
The following financial statements are included in Item 8 of Part II:
|
•
|
Consolidated Balance Sheets —
December 31, 2015
and
2014
;
|
•
|
Consolidated Statements of Income for the Years Ended
December 31, 2015
,
2014
and
2013
;
|
•
|
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2015
,
2014
and
2013
;
|
•
|
Consolidated Statements of Shareholders’ Equity and Other Comprehensive Income for the Years Ended
December 31, 2015
,
2014
and
2013
; and
|
•
|
Notes to Consolidated Financial Statements.
|
(2)
|
Financial Statement Schedules.
|
(3)
|
Exhibits.
A list of the exhibits required to be filed as part of this Report by Item 601 of Regulation S-K is set forth in the Exhibit Index on page 109 of this report, which immediately precedes such exhibits, and is incorporated herein by reference.
|
|
EQUIFAX INC.
|
|
(Registrant)
|
|
|
By:
|
/s/ RICHARD F. SMITH
|
|
Richard F. Smith
|
|
Chairman and Chief Executive Officer
|
/s/ RICHARD F. SMITH
|
|
Richard F. Smith
|
|
Director, Chairman and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
|
/s/ JOHN W. GAMBLE, JR.
|
|
John W. Gamble, Jr.
|
|
Corporate Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
|
|
/s/ NUALA M. KING
|
|
Nuala M. King
|
|
Senior Vice President and Corporate Controller
|
|
(Principal Accounting Officer)
|
|
|
|
/s/ JAMES E. COPELAND, JR.
|
|
James E. Copeland, Jr.
|
|
Director
|
|
|
|
/s/ ROBERT D. DALEO
|
|
Robert D. Daleo
|
|
Director
|
|
|
|
/s/ WALTER W. DRIVER, JR.
|
|
Walter W. Driver, Jr.
|
|
Director
|
|
|
|
/s/ MARK L. FEIDLER
|
|
Mark L. Feidler
|
|
Director
|
|
|
|
/s/ L. PHILLIP HUMANN
|
|
L. Phillip Humann
|
|
Director
|
|
|
|
/s/ ROBERT D. MARCUS
|
|
Robert D. Marcus
|
|
Director
|
|
|
|
/s/ SIRI S. MARSHALL
|
|
Siri S. Marshall
|
|
Director
|
|
|
|
/s/ JOHN A. MCKINLEY
|
|
John A. McKinley
|
|
Director
|
|
|
|
/s/ MARK B. TEMPLETON
|
|
Mark B. Templeton
|
|
Director
|
|
Exhibit Number
|
|
Description
|
|
|
|
|
|
Plan of Acquisition
|
2.1
|
|
Scheme Implementation Deed, dated as of November 22, 2015 (Sydney, Australia time), by and between Equifax Inc. and Veda Group Limited (incorporated by reference to Exhibit 2.1 to Equifax's Form 8-K filed November 24, 2015).
|
|
|
Articles of Incorporation and Bylaws
|
|
|
|
3.1
|
|
Amended and Restated Articles of Incorporation of Equifax Inc. (incorporated by reference to Exhibit 3.1 to Equifax's Form 8-K filed May 14, 2009).
|
3.2
|
|
Amended and Restated Bylaws of Equifax Inc. (incorporated by reference to Exhibit 3.2 to Equifax's Form 8-K filed May 4, 2015).
|
|
|
|
|
|
Instruments Defining the Rights of Security Holders, Including Indentures
|
|
|
|
4.1
|
|
Amendment to Rights Agreement dated as of February 19, 2015, between Equifax Inc. and American Stock Transfer & Trust Company, LLC, as successor Rights Agent to SunTrust Bank, amending the Amended and Restated Rights Agreement dated as of October 14, 2005, between Equifax Inc. and SunTrust Bank, as Rights Agent (incorporated by reference to Exhibit 4.1 to Equifax’s Form 8-K filed February 20, 2015).
|
4.2
|
|
Indenture dated as of June 29, 1998, between Equifax Inc. and The First National Bank of Chicago, Trustee (the “1998 Indenture”)(under which Equifax's 6.9% Debentures due 2028 were issued) (incorporated by reference to Exhibit 4.4 to Equifax's Form 10-K filed March 31, 1999).
|
4.3
|
|
First Supplemental Indenture dated as of June 28, 2007, between Equifax Inc. and The Bank of New York Trust Company, N.A. (under which Equifax's 6.30% Senior Notes due 2017 were issued), to the 1998 Indenture (incorporated by reference to Exhibit 4.1 to Equifax's Form 8-K filed June 29, 2007).
|
4.4
|
|
Second Supplemental Indenture dated as of June 28, 2007, between Equifax Inc. and The Bank of New York Trust Company, N.A. (under which Equifax's 7.00% Senior Notes due 2037 were issued), to the 1998 Indenture (incorporated by reference to Exhibit 4.1 to Equifax's Form 8-K filed June 29, 2007).
|
4.5
|
|
Fourth Supplemental Indenture dated as of December 17, 2012, between Equifax Inc. and The Bank of New York Mellon Trust Company, N.A. (under which Equifax's 3.30% Senior Notes due 2022 were issued), to the 1998 Indenture (incorporated by reference to Exhibit 4.2 to Equifax's Form 8-K filed December 11, 2012).
|
4.6
|
|
Third Amended and Restated Credit Agreement dated as of December 19, 2012, among Equifax Inc., Equifax Limited, Equifax Canada Co. (formerly known as Equifax Canada, Inc.), Equifax Luxembourg S.A.R.L., the lenders named therein and Bank of America, N.A. as Administrative Agent (incorporated by reference to Exhibit 4.2 to Equifax's Form 8-K filed December 20, 2012).
|
|
|
|
|
|
Except as set forth in the preceding Exhibits 4.1 through 4.6, instruments defining the rights of holders of long-term debt securities of Equifax have been omitted where the total amount of securities authorized does not exceed 10% of the total assets of Equifax and its subsidiaries on a consolidated basis. Equifax agrees to furnish to the SEC, upon request, a copy of such instruments with respect to issuances of long-term debt of Equifax and its subsidiaries.
|
|
|
|
|
|
Management Contracts and Compensatory Plans or Arrangements
|
|
|
|
10.1
|
|
Form of Director/Executive Officer Indemnification Agreement (incorporated by reference to Exhibit 10.1 to Equifax’s Form 8-K filed May 14, 2009).
|
10.2
|
|
Form of New Change in Control Agreement (Tier I or Tier II) (incorporated by reference to Exhibit 10.2 to Equifax’s Form 10-K filed February 22, 2013).
|
10.3
|
|
Equifax Inc. Amended and Restated 2008 Omnibus Incentive Plan (incorporated by reference to Appendix C to Equifax’s definitive proxy statement on Schedule 14A filed March 20, 2013).
|
10.4
|
|
Equifax Inc. Non-Employee Director Stock Option Plan and Form of Non-Employee Director Stock Option Agreement (incorporated by reference to Exhibit 10.16 to Equifax’s Form 10-K filed March 31, 1999).
|
10.5
|
|
Equifax Inc. Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.7 to Equifax’s Form 10-K filed March 29, 2001).
|
10.6(a)*
|
|
Supplemental Retirement Plan for Executives of Equifax Inc.
|
10.6(b)
|
|
Trust Agreement for Supplemental Retirement Plan for Executives of Equifax Inc. dated as of September 16, 2011, between Equifax Inc. and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.6(b) to Equifax’s Form 10-K filed February 23, 2012).
|
10.7
|
|
Equifax Inc. Executive Life and Supplemental Retirement Benefit Plan (incorporated by reference to Exhibit 10.8 to Equifax’s Form 10-K filed March 29, 2001).
|
10.8
|
|
Equifax Inc. Key Management Long-Term Incentive Plan, as amended and restated effective as of May 2, 2013 (incorporated by reference to Appendix C to Equifax’s definitive proxy statement on Schedule 14A filed March 20, 2013).
|
10.9
|
|
Form of Non-Qualified Stock Option Agreement under the Equifax Inc. 2008 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.9 to Equifax’s Form 10-K filed February 22, 2013).
|
10.10
|
|
Form of Deferred Share Award Agreement (restricted stock units) under the Equifax Inc. 2008 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.9 to Equifax’s Form 10-K filed February 26, 2009).
|
10.11
|
|
Equifax Inc. 2008 Omnibus Incentive Plan (U.K. Sub-Plan for U.K. Participants) (incorporated by reference to Exhibit 10.10 to Equifax’s Form 10-K filed February 26, 2009).
|
10.12
|
|
Form of Non-Qualified Stock Option Agreement under the Equifax Inc. 2008 Omnibus Incentive Plan (U.K. approved option version) (incorporated by reference to Exhibit 10.11 to Equifax’s Form 10-K filed February 26, 2009).
|
10.13
|
|
Form of Non-Qualified Stock Option Agreement under the Equifax Inc. 2008 Omnibus Incentive Plan (U.K. unapproved option version) (incorporated by reference to Exhibit 10.12 to Equifax’s Form 10-K filed February 26, 2009).
|
10.14
|
|
Equifax Inc. Executive Deferred Compensation Plan, as amended through December 31, 2008 (incorporated by reference to Exhibit 10.13 to Equifax’s Form 10-K filed February 26, 2009).
|
10.15
|
|
Equifax Inc. Director Deferred Compensation Plan, as amended through December 31, 2008 (incorporated by reference to Exhibit 10.14 to Equifax’s Form 10-K filed February 26, 2009).
|
10.16
|
|
Equifax Grantor Trust dated as of January 1, 2003, between Equifax Inc. and Wachovia Bank, N.A., Trustee, relating to supplemental deferred compensation and phantom stock benefits (incorporated by reference to Exhibit 10.30 to Equifax’s Form 10-K filed March 28, 2003).
|
10.17
|
|
Equifax Inc. Director and Executive Stock Deferral Plan, as amended through December 31, 2008 (incorporated by reference to Exhibit 10.16 to Equifax’s Form 10-K filed February 26, 2009).
|
10.18
|
|
Form of Director Deferred Share Award Agreement, as amended through December 31, 2008 (incorporated by reference to Exhibit 10.17 to Equifax’s Form 10-K filed February 26, 2009).
|
10.19
|
|
Summary of Annual Incentive Plan (incorporated by reference to Exhibit 10.32 to Equifax’s Form 10-K filed March 16, 2005).
|
10.20*
|
|
Summary of Non-Employee Director Compensation.
|
10.21
|
|
Amended and Restated Employment Agreement dated as of September 23, 2008, between Equifax Inc. and Richard F. Smith (incorporated by reference to Exhibit 10.1 to Equifax’s Form 8-K filed September 26, 2008).
|
10.22
|
|
Letter agreement dated December 21, 2012, between Equifax Inc. and Richard F. Smith modifying the Amended Restated Employment Agreement dated as of September 23, 2008 (amendment to comply with Section 409A of Internal Revenue Code) (incorporated by reference to Exhibit 10.22 to Equifax’s Form 10-K filed February 22, 2013).
|
10.23
|
|
Deferred Share Award Agreement dated as of September 19, 2005, between Equifax Inc. and Richard F. Smith (incorporated by reference to Exhibit 10.2 to Equifax’s Form 10-Q filed November 7, 2005).
|
10.24
|
|
Form of Total Share Return Performance Share Award Agreement (Senior Leadership Team) for awards granted prior to May 2013 under the Equifax Inc. 2008 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.24 to Equifax’s Form 10-K filed February 22, 2013).
|
10.25
|
|
Form of Total Share Return Performance Share Award Agreement (CEO) for awards granted prior to May 2013 under the Equifax Inc. 2008 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.25 to Equifax’s Form 10-K filed February 22, 2013).
|
10.26
|
|
Form of Qualified Performance-Based Restricted Stock Unit Award Agreement (Senior Leadership Team) under the Equifax Inc. 2008 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.26 to Equifax’s Form 10-K filed February 22, 2013).
|
10.27
|
|
Form of Qualified Performance-Based Restricted Stock Unit Award Agreement (CEO) under the Equifax Inc. 2008 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.27 to Equifax’s Form 10-K filed February 22, 2013).
|
10.28
|
|
Form of Employee Restricted Stock Unit Award Agreement under the Equifax Inc. 2008 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.28 to Equifax’s Form 10-K filed February 22, 2013).
|
10.29
|
|
Form of Amended Total Share Return Performance Share Award Agreement (Senior Leadership Team) for awards granted after May 2013 under the Equifax Inc. Amended and Restated 2008 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.29 to Equifax's Form 10-K filed February 28, 2014).
|
10.30
|
|
Form of Amended Total Share Return Performance Share Award Agreement (CEO) for awards granted after May 2013 under the Equifax Inc. Amended and Restated 2008 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.30 to Equifax's Form 10-K filed February 28, 2014).
|
|
|
|
|
|
Material Contracts
|
|
|
|
10.31
|
|
Commercial Paper Dealer Agreement dated May 22, 2007, between Equifax Inc. and Bank of America Securities LLC (incorporated by reference to Exhibit 10.1 to Equifax’s Form 8-K filed May 23, 2007).
|
10.32
|
|
Commercial Paper Dealer Agreement dated May 22, 2007, between Equifax Inc. and SunTrust Capital Markets Securities, Inc. (incorporated by reference to Exhibit 10.2 to Equifax’s Form 8-K filed May 23, 2007).
|
|
|
|
|
|
Other Exhibits and Certifications
|
|
|
|
11.1
|
|
Calculation of earnings per share. (The calculation of earnings per share is in Part II, Item 8, Note 1 to the Consolidated Financial Statements and is omitted in accordance with Section (b)(11) of Item 601 of the Notes to Regulation S-K).
|
14.1
|
|
Code of Ethics (The Equifax Business Ethics and Compliance Program)(incorporated by reference to Exhibit 14.1 to Equifax’s Form 10-K filed February 23, 2012).
|
21.1*
|
|
Subsidiaries of Equifax Inc.
|
23.1*
|
|
Consent of Independent Registered Public Accounting Firm.
|
24.1*
|
|
Powers of Attorney (included on signature page).
|
31.1*
|
|
Rule 13a-14(a) Certification of Chief Executive Officer.
|
31.2*
|
|
Rule 13a-14(a) Certification of Chief Financial Officer.
|
32.1*
|
|
Section 1350 Certification of Chief Executive Officer.
|
32.2*
|
|
Section 1350 Certification of Chief Financial Officer.
|
101.INS
|
|
XBRL Instance Document.
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase.
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase.
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
|
|
|
Column A
|
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
||||||||||||
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
Description
|
|
Balance at Beginning of Period
|
|
Charged to Costs and Expenses
|
|
Charged to Other Accounts
|
|
Deductions
|
|
Balance at End of Period
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Reserves deducted in the balance sheet from the assets to which they apply:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Trade accounts receivable
|
|
$
|
7.2
|
|
|
$
|
4.3
|
|
|
$
|
—
|
|
|
$
|
(4.0
|
)
|
|
$
|
7.5
|
|
Deferred income tax asset valuation allowance
|
|
121.4
|
|
|
(1.5
|
)
|
|
(13.0
|
)
|
|
116.0
|
|
|
222.9
|
|
|||||
|
|
$
|
128.6
|
|
|
$
|
2.8
|
|
|
$
|
(13.0
|
)
|
|
$
|
112.0
|
|
|
$
|
230.4
|
|
Column A
|
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
||||||||||||
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
Description
|
|
Balance at Beginning of Period
|
|
Charged to Costs and Expenses
|
|
Charged to Other Accounts
|
|
Deductions
|
|
Balance at End of Period
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Reserves deducted in the balance sheet from the assets to which they apply:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Trade accounts receivable
|
|
$
|
6.8
|
|
|
$
|
2.5
|
|
|
$
|
—
|
|
|
$
|
(2.1
|
)
|
|
$
|
7.2
|
|
Deferred income tax asset valuation allowance
|
|
119.8
|
|
|
(3.6
|
)
|
|
(12.5
|
)
|
|
17.7
|
|
|
121.4
|
|
|||||
|
|
$
|
126.6
|
|
|
$
|
(1.1
|
)
|
|
$
|
(12.5
|
)
|
|
$
|
15.6
|
|
|
$
|
128.6
|
|
Column A
|
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
||||||||||||
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
Description
|
|
Balance at Beginning of Period
|
|
Charged to Costs and Expenses
|
|
Charged to Other Accounts
|
|
Deductions
|
|
Balance at End of Period
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Reserves deducted in the balance sheet from the assets to which they apply:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Trade accounts receivable
|
|
$
|
6.3
|
|
|
$
|
2.8
|
|
|
$
|
—
|
|
|
$
|
(2.3
|
)
|
|
$
|
6.8
|
|
Deferred income tax asset valuation allowance
|
|
102.5
|
|
|
19.4
|
|
|
1.9
|
|
|
(4.0
|
)
|
|
119.8
|
|
|||||
|
|
$
|
108.8
|
|
|
$
|
22.2
|
|
|
$
|
1.9
|
|
|
$
|
(6.3
|
)
|
|
$
|
126.6
|
|
ARTICLE I DEFINITIONS AND CONSTRUCTION
|
|
||
1.1
|
Definitions
|
1
|
|
|
(a) Accrued Benefit
|
1
|
|
|
(b) Actuarial (or Actuarially) Equivalent
|
1
|
|
|
(c) Adopting Employer
|
1
|
|
|
(d) Authorized Leave of Absence
|
1
|
|
|
(e) Average Annual Compensation
|
1
|
|
|
(f) Beneficiary
|
2
|
|
|
(g) Board
|
2
|
|
|
(h) Bonus
|
2
|
|
|
(i) Break in Service
|
2
|
|
|
(j) Code
|
2
|
|
|
(k) Company
|
2
|
|
|
(m) Covered Compensation
|
3
|
|
|
(n) Disability Retirement Date
|
3
|
|
|
(o) Early Retirement Date
|
3
|
|
|
(p) Effective Date
|
3
|
|
|
(q) Eligible Spouse
|
3
|
|
|
(r) Equifax Pension Plan
|
3
|
|
|
(s) Equifax Pension Plan Benefit
|
4
|
|
|
(t) ERISA
|
4
|
|
|
(u) Executive
|
4
|
|
|
(v) Final Average Annual Earnings
|
4
|
|
|
(w) Hour of Service
|
4
|
|
|
(x) Late Retirement Date
|
5
|
|
|
(y) Non-Retirement Eligible Participant
|
5
|
|
|
(z) Normal Retirement Date
|
5
|
|
|
(aa) Participant
|
5
|
|
|
(bb) Plan Administrator
|
5
|
|
|
(cc) Plan
|
5
|
|
|
(dd) Plan Year
|
6
|
|
|
(ee) Post-2015 Accrued Benefit
|
6
|
|
|
(ff) Pre-2016 Accrued Benefit
|
6
|
|
|
(gg) Restoration Benefit
|
6
|
|
|
(hh) Retirement (Retire)
|
6
|
|
|
(ii) Retirement Eligible Participant
|
6
|
|
|
(jj) Section 401(a)(17) Limitation
|
6
|
|
|
(kk) Section 409A
|
6
|
|
|
(ll) SERP Benefit
|
6
|
|
|
(mm) Termination Date
|
6
|
|
(nn) Total and Permanent Disability
|
6
|
|
|
(oo) Vested Participant
|
7
|
|
|
(pp) Year of Benefit Service
|
7
|
|
|
(qq) Year of Senior Executive Officer Service
|
7
|
|
|
(rr) Year of Vesting Service
|
7
|
|
|
(ss) CIC GPAC
|
7
|
|
1.2
|
Construction
|
8
|
|
|
|
|
|
ARTICLE II PARTICIPATION AND BREAK IN SERVICE
|
9
|
||
|
|
|
|
2.1
|
Eligibility for Participation
|
9
|
|
2.2
|
Break in Service
|
9
|
|
2.3
|
Participants Bound
|
9
|
|
2.4
|
Transfers
|
9
|
|
|
(a) When Executive Becomes A Participant
|
9
|
|
|
(b) Accrued Benefit Upon Transfer To A Non-Eligible Status
|
10
|
|
|
|
|
|
ARTICLE III RETIREMENT AND TERMINATION DATES; FORMS OF PAYMENT
|
11
|
||
|
|
|
|
3.1
|
Normal Retirement Benefit
|
11
|
|
3.2
|
Late Retirement Benefit
|
11
|
|
3.3
|
Early Retirement Benefit
|
11
|
|
|
(a) SERP Benefit
|
12
|
|
|
(b) Restoration Benefit
|
12
|
|
3.4
|
Disability Retirement Benefit
|
12
|
|
3.5
|
Vested Participant Benefit
|
13
|
|
3.6
|
Termination Prior to Completion of Vesting Requirements
|
14
|
|
3.7
|
Normal Form of Payment of Accrued Benefit
|
14
|
|
3.8
|
Optional Forms of Paymen
|
14
|
|
|
(a) Ten Years Certain and Life Annuity Option
|
14
|
|
|
(b) Joint and Survivor Annuity Option
|
15
|
|
|
(c) Life Annuity
|
15
|
|
3.9
|
Benefits Upon A Change In Control
|
15
|
|
|
(a) In General
|
15
|
|
|
(b) Change in Control
|
15
|
|
|
(c) Definitions
|
16
|
|
3.10
|
Delayed Payments To Specified Employees
|
17
|
|
|
|
|
|
ARTICLE IV RETIREMENT BENEFITS
|
18
|
||
|
|
|
|
4.1
|
Normal Retirement Benefit
|
18
|
|
|
(a) SERP Benefit
|
18
|
|
|
(b) Restoration Benefit
|
18
|
|
(c) Equifax Pension Plan Benefit
|
19
|
|
|
|
|
|
ARTICLE V PRE-RETIREMENT DEATH BENEFITS
|
20
|
||
|
|
|
|
5.1
|
In General
|
20
|
|
5.2
|
Death Prior to Eligibility for Retirement or a Vested Participant Benefit
|
20
|
|
5.3
|
Death of Married Participant After Attaining Eligibility for Vested Participant Benefit
|
20
|
|
5.4
|
Death of Married Participant After Attaining Eligibility for Early or Normal Retirement
|
20
|
|
5.5
|
Death of Unmarried Participant Entitled To SERP Benefit
|
21
|
|
|
|
|
|
ARTICLE VI ADMINISTRATION
|
22
|
||
|
|
|
|
6.1
|
General Duties
|
22
|
|
6.2
|
Application and Forms For Benefit
|
22
|
|
6.3
|
Facility of Payment
|
23
|
|
6.4
|
Company to Furnish Information
|
23
|
|
6.5
|
Plan Administrator to Furnish Other Information
|
23
|
|
6.6
|
Claims Procedure
|
23
|
|
|
|
|
|
ARTICLE VII PLAN FINANCING
|
25
|
||
|
|
|
|
ARTICLE VIII AMENDMENT; TERMINATION
|
26
|
||
|
|
|
|
8.1
|
Amendment
|
26
|
|
8.2
|
Right to Terminate
|
26
|
|
|
|
|
|
ARTICLE IX MISCELLANEOUS
|
27
|
||
|
|
|
|
9.1
|
Nonguarantee of Employment
|
27
|
|
9.2
|
Rights Under Plan
|
27
|
|
9.3
|
Nonalienation of Benefits
|
27
|
|
9.4
|
Headings for Convenience Only
|
27
|
|
9.5
|
Multiple Copies
|
27
|
|
9.6
|
Governing Law
|
27
|
|
9.7
|
Taxes
|
27
|
|
9.8
|
Successor Company
|
28
|
|
9.9
|
Conformance with Section 409A
|
28
|
|
|
|
|
|
APPENDIX A ELIGIBLE SENIOR EXECUTIVE OFFICERS
|
|
||
|
|
|
|
APPENDIX B ELIGIBLE EXECUTIVE OFFICERS
|
|
||
|
|
|
|
APPENDIX C PARTICIPATION OF RICHARD F. SMITH
|
|
Age At Which Benefits Commence
|
Early Retirement Factor
|
65
|
100%
|
64
|
100%
|
63
|
100%
|
62
|
100%
|
61
|
100%
|
60
|
100%
|
59
|
97%
|
58
|
94%
|
57
|
91%
|
56
|
88%
|
55
|
85%
|
Age at Which
Benefits Commence |
Early Retirement Factor
|
65
64
63
62
61
60
59
58
57
56
55
|
100.00%
93.33%
86.66%
80.00%
73.33%
66.66%
63.33%
60.00%
56.66%
53.33%
50.00%
|
|
EQUIFAX INC.
By: _______________________________
|
Name of Participant
|
Date of Eligibility for
Participation
|
Years of
Senior Executive Officer Service Credited at Date of Eligibility |
Additional Years of Benefit
Service Credited At Date of Eligibility |
Karen Gaston
|
1/1/2004
|
7
|
19 (Retired 6/1/06)
|
Don Heroman
|
1/1/2004
|
1
|
0 (Retired 6/1/07)
|
Kent Mast
|
1/1/2004
|
3
|
0 (Retired 2/28/13)
|
Paul Springman
|
2/7/2005
|
4
|
10 (Retired 3/31/15)
|
Coretha Rushing
|
5/11/06
|
0
|
0
|
Dann Adams
|
8/15/06
|
5
|
3
|
Rudy Ploder
|
8/15/06
|
3
|
0
|
Michael Shannon
|
8/15/06
|
6
|
9 (Retired 8/31/10)
|
Rob Webb
|
8/15/06
|
2
|
0 (Terminated 8/14/09)
|
Lee Adrean
|
10/4/06
|
0
|
0 (Retired 5/23/14)
|
Steve Ely*
|
5/2/07
|
1
|
2 (Retired 12/31/10)
|
Alex Gonzalez**
|
1/1/10
|
0
|
4 (Terminated 4/1/15)
|
Trey Loughran
|
1/1/10
|
4
|
0
|
Paulino Barros
|
4/26/10
|
0
|
0
|
John Hartman
|
4/12/10
|
0
|
0
|
David Webb
|
1/18/10
|
0
|
0
|
Name of Participant
|
Date of Eligibility for
Participation
|
Years of
Senior Executive Officer Service Credited at Date of Eligibility |
Additional Years of Benefit
Service Credited At Date of Eligibility |
J Kelley
|
1/1/13
|
0
|
0
|
John Gamble
|
5/21/14
|
0
|
0
|
Andy S. Bodea***
|
1/1/15
|
0
|
0
|
Steven Stripe****
|
1/1/16
|
0
|
0
|
Name of Participant
|
Date of
Eligibility |
Years of
Benefit Service Credited At Date of Eligibility |
Mike Schirk
|
Waived eligibility and accrued benefit pursuant to a waiver, executed in 2005
|
0
|
Nuala King
|
3/22/2004
|
0
|
Name of Participant
|
Date of
Eligibility
|
Years of Senior
Executive Officer Service ( at Date of Eligibility) |
Additional Years of
Benefit Service ( at Date of Eligibility) |
Richard F. Smith
|
9/19/05
|
5
|
0
|
1.
|
Executive is vested in his Accrued Benefit as of his Date of Eligibility (9/19/05).
|
2.
|
For purposes of determining Executive’s Compensation (as defined in Section 1.1(l) of the Plan) for 2006, the “guaranteed bonus” paid on 9/19/05 shall be included in Compensation and the “Value Replacement Awards” paid or made on 9/19/05 shall be excluded from Compensation.
|
•
|
a $80,000 annual cash retainer, payable quarterly in arrears, for all non-employee directors; new directors receive a prorated cash retainer in the quarter from the date they were elected;
|
•
|
a supplemental annual cash retainer of $25,000 for the Chair of the Audit Committee, $20,000 for the Chair of the Compensation, Human Resources & Management Succession Committee and $12,500 each for the Chairs of the Governance and Technology Committees;
|
•
|
a supplemental annual cash retainer of $12,500 for non-Chair members of the Audit Committee, $10,000 for the non-Chair members of the Compensation, Human Resources & Management Succession Committee and $5,000 each for the non-Chair members of the Governance and Technology Committees;
|
•
|
following each annual meeting of shareholders of the Company, continuing directors will receive a grant of Company common stock, in the form of restricted stock units (“RSUs”) with a market value on the grant date of $150,000. These grants vest over a period of one year, subject to accelerated vesting in certain events;
|
•
|
upon first being elected a director of the Company, a director will receive a one-time initial grant of RSUs vesting over a three-year period, with a grant date market value of $175,000. These grants vest over a period of three years, subject to accelerated vesting in certain events; and
|
•
|
the Presiding Director receives a $25,000 annual cash retainer, payable quarterly in arrears.
|
Name of Subsidiary
|
|
State or
Country of
Incorporation
|
|
|
|
3292637 Novia Scotia Company
(33)
|
|
Nova Scotia
|
|
|
|
3292638 Novia Scotia Company
(33)
|
|
Nova Scotia
|
|
|
|
Anakam, Inc.
|
|
Delaware
|
|
|
|
Anakam Information Solutions, LLC
(24)
|
|
Delaware
|
|
|
|
Austin Consolidated Holdings, Inc.
|
|
Texas
|
|
|
|
Beluga Acquisitions Limited
(11)
|
|
Guernsey
|
|
|
|
Compliance Data Center LLC
(1)
|
|
Georgia
|
|
|
|
Computer Ventures, Inc.
(1)
|
|
Delaware
|
|
|
|
DataVision Resources, LLC
(2)
|
|
Iowa
|
|
|
|
EFX de Costa Rica, S.A.
(17)
|
|
Costa Rica
|
|
|
|
EFX Holdings Ltd.
(16)
|
|
Mauritius
|
|
|
|
Equiecua Analytics Services of Risk S.A.
(16)
|
|
Ecuador
|
|
|
|
Equifax Acquisition Holdings LLC
|
|
Georgia
|
|
|
|
Equifax Americas B.V.
(8) (15)
|
|
The Netherlands
|
|
|
|
Equifax Analytics Private Limited (f/k/a Net Positive)
(22)
|
|
India
|
|
|
|
Equifax Australia Pty. Ltd.
(29)
|
|
Australia
|
|
|
|
Equifax Australia Holdings Pty. Ltd.
(14)
|
|
Australia
|
|
|
|
Equifax Canada Co.
(18)
|
|
Nova Scotia
|
|
|
|
Equifax Canadian Holdings Co.
(34)
|
|
Nova Scotia
|
|
|
|
Equifax Canadian Holdings II Co.
(26)
|
|
Nova Scotia
|
|
|
|
Equifax Commercial Services Ltd.
(4)
|
|
Republic of Ireland
|
|
|
|
Equifax Consumer Services LLC
|
|
Georgia
|
|
|
|
Equifax Decision Systems, B.V.
(23)
|
|
The Netherlands
|
|
|
|
Equifax do Brasil Holdings Ltda.
(6)(13)
|
|
Brazil
|
|
|
|
Equifax do Brasil Ltda.
(12)(13)
|
|
Brazil
|
|
|
|
Equifax Ecuador C.A. Buró de Información Crediticia
(19)
|
|
Ecuador
|
|
|
|
Equifax Enterprise Services LLC
|
|
Georgia
|
|
|
|
Equifax EUA Limited
(23)
|
|
United Kingdom
|
|
|
|
Equifax Europe LLC
(26)
|
|
Georgia
|
|
|
|
Equifax Fraude, S.L.
(17)
|
|
Spain
|
|
|
|
Equifax Funding LLC
|
|
Georgia
|
|
|
|
Equifax Information Services LLC
|
|
Georgia
|
|
|
|
Equifax Information Services of Puerto Rico, Inc.
(15)
|
|
Georgia
|
|
|
|
Equifax Information Technology LLC
|
|
Georgia
|
|
|
|
Equifax Investment (South America) LLC
(6)
|
|
Georgia
|
|
|
|
Equifax Limited
(4)
|
|
United Kingdom
|
|
|
|
Equifax Luxembourg S.À R.L.
(15)
|
|
Luxembourg
|
|
|
|
Equifax Luxembourg (No. 2) S.À R.L.
(26)
|
|
Luxembourg
|
|
|
|
Equifax Luxembourg (No. 3) S.À R.L.
(14)(21)
|
|
Luxembourg
|
|
|
|
Equifax Luxembourg (No. 4) S.À R.L.
(25)
|
|
Luxembourg
|
|
|
|
Equifax Luxembourg (No. 5) S.À R.L.
(23)
|
|
Luxembourg
|
|
|
|
Equifax Luxembourg (No. 6) S.À R.L.
(26)
|
|
Luxembourg
|
|
|
|
Equifax Luxembourg (No. 7) S.À R.L.
(23)
|
|
Luxembourg
|
|
|
|
Equifax Luxembourg (No. 8) S.À R.L.
|
|
Luxembourg
|
|
|
|
Equifax Luxembourg (No. 9) S.À R.L.
(10)
|
|
Luxembourg
|
|
|
|
Equifax Research and Development (Ireland) Limited
(23)
|
|
Republic of Ireland
|
|
|
|
Equifax Secure Ltd.
(1)
|
|
United Kingdom
|
|
|
|
Equifax Software Systems Private Ltd.
(22)
|
|
India
|
|
|
|
Equifax South America LLC
(17)
|
|
Georgia
|
|
|
|
Equifax Spain Holdings S.À R.L.
(3)(26)
|
|
Luxembourg
|
|
|
|
Equifax Special Services LLC
(1)
|
|
Georgia
|
|
|
|
Equifax Technology (Ireland) Limited
(28)
|
|
Republic of Ireland
|
|
|
|
Equifax Technology Solutions LLC
|
|
Georgia
|
|
|
|
Equifax Touchstone Ltd.
(4)
|
|
United Kingdom
|
|
|
|
Equifax UK AH Limited
(27)
|
|
United Kingdom
|
|
|
|
Equifax Uruguay S.A.
(6)
|
|
Uruguay
|
|
|
|
eThority LLC
(2)
|
|
South Carolina
|
|
|
|
Forseva, LLC
(32)
|
|
Delaware
|
|
|
|
IntelliReal LLC
|
|
Colorado
|
|
|
|
Inversiones Equifax de Chile Ltda.
(6)
|
|
Chile
|
|
|
|
IXI Corporation
|
|
Delaware
|
|
|
|
Net Profit, Inc.
(2)
|
|
South Carolina
|
|
|
|
NettPositive Analytics FZE
(35)
|
|
UAE
|
|
|
|
Payments Place Limited
(20)
|
|
United Kingdom
|
|
|
|
Pioneer Holdings Limited
(9)
|
|
Guernsey
|
|
|
|
Rapid Reporting Verification Company, LLC
(2)
|
|
Texas
|
|
|
|
Redbird Insurance, LLC
|
|
Missouri
|
|
|
|
Sawfish Limited
(20)
|
|
United Kingdom
|
|
|
|
Sawfish Insolvency Systems Limited
(30)
|
|
United Kingdom
|
|
|
|
Servicios Equifax Chile Ltda.
(7)
|
|
Chile
|
|
|
|
TALX Corporation
(8)
|
|
Missouri
|
|
|
|
TALX UCM Services, Inc.
(2)
|
|
Missouri
|
|
|
|
TDX Australia Pty Limited
(20)
|
|
Australia
|
|
|
|
TDX Capital Markets (UK) Limited
(20)
|
|
United Kingdom
|
|
|
|
TDX Group Data Matching Limited
(20)
|
|
United Kingdom
|
|
|
|
TDX Group Limited
(31)
|
|
United Kingdom
|
|
|
|
TDX Indigo Iberia SL
(20)
|
|
Spain
|
|
|
|
TDX Industry Solutions Limited
(30)
|
|
United Kingdom
|
|
|
|
TDX Latin America SAC
(20)(9)
|
|
Peru
|
|
|
|
TDX Trustees Limited
(20)
|
|
United Kingdom
|
|
|
|
The Infocheck Group Ltd.
(5)
|
|
United Kingdom
|
|
|
|
The Insolvency Exchange Limited
(20)
|
|
United Kingdom
|
|
|
|
TrustedID, Inc.
|
|
Delaware
|
|
|
|
TTI Financial 1 Limited
(31)
|
|
Guernsey
|
|
|
|
Verdad Informatica de Costa Rica, S.A.
(17)
|
|
Costa Rica
|
1.
|
Registration Statement on Form S-8 pertaining to the Equifax Inc. Omnibus Stock Incentive Plan (File No. 33-34640);
|
2.
|
Registration Statement on Form S-8 pertaining to the Equifax Inc. Employee Stock Incentive Plan (File No. 33-58734);
|
3.
|
Registration Statement on Form S-8 pertaining to the Equifax Inc. 1995 Employees Stock Incentive Plan (File No. 33-58627);
|
4.
|
Registration Statement on Form S-8 pertaining to the Equifax Inc. Omnibus Stock Incentive Plan and Equifax Inc. Employee Stock Incentive Plan to be funded in part through the Equifax Inc. Employee Stock Benefits Trust (File No. 33-86978);
|
5.
|
Registration Statement on Form S-8 pertaining to the Equifax Inc. Omnibus Stock Incentive Plan and Equifax Inc. Employee Stock Incentive Plan to be funded in part through the Equifax Inc. Employee Stock Benefits Trust (File No. 33-71200);
|
6.
|
Registration Statement on Form S-8 pertaining to the Equifax Inc. Global Stock Sale Program to be funded through the Equifax Inc. Employee Stock Benefits Trust (File No. 333-52203);
|
7.
|
Registration Statement on Form S-8 pertaining to the Equifax Inc. Special Recognition Bonus Award Plan to be funded through the Equifax Inc. Employee Stock Benefits Trust (File No. 333-52201);
|
8.
|
Registration Statement on Form S-8 pertaining to the Equifax Inc. Non-Employee Director Stock Option Plan (File No. 333-68421);
|
9.
|
Registration Statement on Form S-8 pertaining to the Equifax Inc. 1995 Employee Stock Incentive Plan (File No. 333-68477);
|
10.
|
Registration Statement on Form S-8 pertaining to the Equifax Inc. 2000 Stock Incentive Plan (File No. 333-48702);
|
11.
|
Registration Statement on Form S-8 pertaining to the Equifax Inc. 401(k) Plan (File No. 333-97875);
|
12.
|
Registration Statement on Form S-3 pertaining to the acquisition of Commercial Data Center (File No. 333-54764);
|
13.
|
Registration Statement on Form S-8 pertaining to the Equifax Director and Executive Stock Deferral Plan (File No. 333-110411);
|
14.
|
Registration Statement on Form S-8 pertaining to the Equifax Inc. Non-Employee Director Stock Option Plan (File No. 333-116185);
|
15.
|
Registration Statement on Form S-8 pertaining to the Equifax Inc. 2001 Nonqualified Stock Incentive Plan (File No. 333-116186);
|
16.
|
Registration Statement on Form S-3 pertaining to the registration of an offering by selling security holders of 443,337 shares of Equifax common stock (File No. 333-129123);
|
17.
|
Registration Statement on Form S-8 pertaining to the Equifax Inc. Director Deferred Compensation Plan (File No. 333-140360);
|
18.
|
Registration Statement on Form S-8 pertaining to the TALX Corporation 2005 Omnibus Incentive Plan, TALX Corporation Amended and Restated 1994 Stock Option Plan, and TALX Corporation Outside Directors’ Stock Option Plan (File No. 333-142997);
|
19.
|
Registration Statement on Form S-8 pertaining to the Equifax Inc. 2008 Omnibus Incentive Plan (File No. 333-152617);
|
20.
|
Registration Statement on Form S-3ASR pertaining to the shelf registration of Equifax Inc. debt and equity securities (File No. 333-190189); and
|
21.
|
Registration Statement on Form S-8 pertaining to the amended and restated Equifax Inc. 2008 Omnibus Incentive Plan equity securities (File No. 333-190190)
|
1.
|
I have reviewed this annual report on Form 10-K of Equifax Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 24, 2016
|
/s/ Richard F. Smith
|
|
Richard F. Smith
|
|
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Equifax Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 24, 2016
|
/s/ John W. Gamble, Jr.
|
|
John W. Gamble, Jr.
|
|
Chief Financial Officer
|
Date: February 24, 2016
|
/s/ Richard F. Smith
|
|
Richard F. Smith
|
|
Chairman and Chief Executive Officer
|
Date: February 24, 2016
|
/s/ John W. Gamble, Jr.
|
|
John W. Gamble, Jr.
|
|
Chief Financial Officer
|