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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, Asia Pacific 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, Asia 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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Global Consumer 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, fraud and personal identification 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 accordance with the value they represent to our customers, increasing the range of current services utilized by our clients, and improving the quality and effectiveness of our sales organization and client support interactions with consumers. We are also helping clients address increased requirements to comply with emerging regulations and rules.
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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 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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Europe
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Asia Pacific
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Latin America
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Canada
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Verification Services
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Employer Services
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Global Consumer 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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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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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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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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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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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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X
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Direct to consumer credit monitoring
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X
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X
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Employment and income verification services
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X
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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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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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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, 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 ("HR") 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 FCRA contains an attorney fee shifting provision to provide an incentive for consumers to bring individual or class action lawsuits against a CRA for violations of the FCRA. Regulatory enforcement of the FCRA is under the purview of the United States Federal Trade Commission (“FTC”), the Consumer Financial Protection Bureau (“CFPB”), and state attorneys general, acting alone or in concert with one another.
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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 Global Consumer 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 Act, state unfair or deceptive practices act and various employment laws. We continuously monitor federal and state legislative and regulatory activities that involve credit reporting, data privacy and security to identify issues in order to remain in compliance with all applicable laws and regulations.
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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 are required to have certain corporate and “approved person” authorizations from the FCA to carry on such businesses. The license application for our collection business (TDX Group or "TDX") was approved in 2016, and our application for authorization in our capacity as a credit reference agency is under review. 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 Regulation ("GDPR"), which will replace the comprehensive 1995 European Union Data Protection Directive. The GDPR establishes 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 new standards for adequacy are generally stricter and more comprehensive than that of the U.S. and most other countries where Equifax operates. In the U.K., regulatory limitations affect our use of the Electoral Roll, one of our key data sources in that jurisdiction. Generally, the data underlying the products offered by our U.K. Information Services and Global Consumer Solutions product lines, excluding our Commercial Services products, are subject to these regulations. In Spain and Portugal, privacy laws also regulate all credit bureau and personal solutions activities. The GDPR, among 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. The GDPR was passed by the EU Parliament in the spring of 2016 and will become fully effective in May 2018, following 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 EU recognizes Canada as having adequate levels of protection for personal data transfers and processing.
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In Latin America,
data protection and credit reporting laws and regulations vary considerably amongst Latin American countries. Some countries, such as El Salvador, Ecuador and Honduras, establish a constitutional right to privacy without general data protection standards or a data protection authority. These countries, however, have laws that govern the functioning of credit bureaus. Other countries, such as Argentina, Uruguay, Peru and Costa Rica, have enacted comprehensive data protection legislation similar to the EU Data Protection Regulation (GDPR). The EU recognizes Argentina and Uruguay as having adequate levels of protection for personal data transfers and processing. Peru also has a specific law for credit reporting. Paraguay and Chile have fewer comprehensive data protection laws in place, but do have rules regarding reporting periods, consent and data collection.
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In Australia,
we are subject to regulatory oversight by various agencies, but the Office of the Australian Information Commissioner (OAIC) is the agency with direct responsibility for administering the Australian Privacy Principles (which relate to the collection, holding, use and disclosure of personal information) and Part IIIA of the Privacy Act 1988 (which regulates credit reporting). The OAIC can investigate a complaint, conduct its own investigations, resolve/make binding determinations and seek civil penalties. Our Australian business is also a member of the Credit and Investments Ombudsman, an external dispute resolution scheme, which has been approved by the OAIC to handle privacy and credit reporting complaints and make binding determinations. The OAIC can register codes of practice under the Privacy Act 1988, and has registered the Privacy (Credit Reporting) Code 2014. The Australian Retail Credit Association (ARCA) is a credit and credit reporting industry self-regulatory body, which administers principles and standards for the exchange of credit data between industry participants. Corporate Scorecard Pty Limited (one of our Australian subsidiaries), holds an Australia Financial Services License (AFSL), which allows it to provide general advice to wholesale clients by issuing a credit rating. The Australian Securities and Investments Commission (ASIC) regulates that business, and has authority to investigate, prosecute, ban individuals, and to seek civil penalties.
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In New Zealand,
the regulatory framework provides for primary regulation under the Office of the Privacy Commissioner (OPC). The OPC investigates complaints relating to the collection, use, holding and disclosure of personal information, both credit-related and non-credit related. The OPC can make a finding that there has been an interference with privacy but cannot impose civil penalties. In extreme cases where there has been an interference with privacy it can refer these cases to the Director of Human Rights, for determination in the Human Rights Review Tribunal. The OPC can issue practice codes under the Privacy Act 1993, and has issued and subsequently amended, the Credit Reporting Privacy Code 2004. A self-regulatory body, the Retail Credit Association of New Zealand (RCANZ), addresses reciprocity of data issues relating to comprehensive credit reporting, and data standards.
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In India
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various l
egislation including the Information Technology Act 2000 and Rules framed thereunder and the Credit Information Companies (Regulation) Act of 2005 and Rules and Regulations framed thereunder, 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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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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||||||
2016
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||||||
First Quarter
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$
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113.39
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$
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92.19
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$
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0.33
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Second Quarter
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$
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127.73
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$
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112.58
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$
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0.33
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Third Quarter
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$
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135.72
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$
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127.80
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$
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0.33
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Fourth Quarter
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$
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133.61
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$
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111.54
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$
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0.33
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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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(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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2012
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2013
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2014
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2015
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2016
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||||||
Equifax Inc.
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100.00
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141.91
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183.80
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218.08
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303.76
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321.99
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S&P 500 Index
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100.00
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116.00
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153.57
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174.59
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177.00
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196.31
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S&P 500 Banks Index (Industry Group)
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100.00
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121.19
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160.27
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181.52
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179.45
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215.65
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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, 2016
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54,455
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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, 2016
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1,159
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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, 2016
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807
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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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56,421
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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
54,455
shares for the month of October 2016,
1,159
shares for the month of November 2016 and
807
shares for the month of December 2016.
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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 did not repurchase any common shares during the twelve months ended December 31, 2016. At December 31, 2016, the amount authorized for future share repurchases under the Program was
$667.2 million
.
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Twelve Months Ended
December 31,
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||||||||||||||||||
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2016
(1)
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2015
(2)(3)
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2014
(4)
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2013
(5)(6)
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2012
(7)(8)
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||||||||||
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(In millions, except per share data)
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||||||||||||||||||
Summary of Operations:
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||||||||||
Operating revenue
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$
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3,144.9
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|
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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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|
|
$
|
2,073.0
|
|
Operating expenses
|
2,327.0
|
|
|
1,969.7
|
|
|
1,798.2
|
|
|
1,692.7
|
|
|
1,593.0
|
|
|||||
Operating income
|
817.9
|
|
|
693.6
|
|
|
638.2
|
|
|
611.2
|
|
|
480.0
|
|
|||||
Consolidated income from continuing operations
|
495.1
|
|
|
434.8
|
|
|
374.0
|
|
|
341.5
|
|
|
275.3
|
|
|||||
Discontinued operations, net of tax
(2)(7)
|
—
|
|
|
—
|
|
|
—
|
|
|
18.4
|
|
|
5.5
|
|
|||||
Net income attributable to Equifax
|
$
|
488.8
|
|
|
$
|
429.1
|
|
|
$
|
367.4
|
|
|
$
|
351.8
|
|
|
$
|
272.1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid to Equifax shareholders
|
$
|
157.6
|
|
|
$
|
137.8
|
|
|
$
|
121.2
|
|
|
$
|
106.7
|
|
|
$
|
86.0
|
|
Diluted earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income from continuing operations attributable to Equifax
|
$
|
4.04
|
|
|
$
|
3.55
|
|
|
$
|
2.97
|
|
|
$
|
2.69
|
|
|
$
|
2.18
|
|
Discontinued operations attributable to Equifax
|
—
|
|
|
—
|
|
|
—
|
|
|
0.15
|
|
|
0.04
|
|
|||||
Net income attributable to Equifax
|
$
|
4.04
|
|
|
$
|
3.55
|
|
|
$
|
2.97
|
|
|
$
|
2.84
|
|
|
$
|
2.22
|
|
Cash dividends declared per share
|
$
|
1.32
|
|
|
$
|
1.16
|
|
|
$
|
1.00
|
|
|
$
|
0.88
|
|
|
$
|
0.72
|
|
Weighted-average shares outstanding (diluted)
|
121.1
|
|
|
120.9
|
|
|
123.5
|
|
|
123.7
|
|
|
122.5
|
|
|
As of December 31,
|
||||||||||||||||||
|
2016
(1)
|
|
2015
(2)(3)
|
|
2014
(4)
|
|
2013
(5)(6)
|
|
2012
(7)(8)
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
6,664.0
|
|
|
$
|
4,501.5
|
|
|
$
|
4,661.0
|
|
|
$
|
4,522.5
|
|
|
$
|
4,505.9
|
|
Short-term debt and current maturities
|
585.4
|
|
|
49.3
|
|
|
380.4
|
|
|
296.5
|
|
|
283.3
|
|
|||||
Long-term debt, net of current portion
|
2,086.8
|
|
|
1,138.4
|
|
|
1,145.7
|
|
|
1,145.5
|
|
|
1,447.4
|
|
|||||
Total debt, net
|
2,672.2
|
|
|
1,187.7
|
|
|
1,526.1
|
|
|
1,442.0
|
|
|
1,730.7
|
|
|||||
Total equity
|
2,721.3
|
|
|
2,350.4
|
|
|
2,234.6
|
|
|
2,341.0
|
|
|
1,959.2
|
|
(1)
|
In the first quarter of 2016, we completed the acquisition of
100%
of the ordinary voting shares of Veda for cash consideration plus debt assumed of approximately $1.9 billion. The acquisition provides a strong platform for Equifax to offer data and analytic services and further broaden the Company's geographic footprint. Additionally, on August 23, 2016, the Company completed the acquisition of
100%
of the assets and certain liabilities of unemployment tax and claims management specialists Barnett & Associates ("Barnett"), as well as the verifications business, Computersoft,
|
(2)
|
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 12 of the Notes to Consolidated Financial Statements in this report.
|
(3)
|
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.
|
(4)
|
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 3 of the Notes to Consolidated Financial Statements in this report.
|
(5)
|
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.
|
(6)
|
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.
|
(7)
|
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.
|
(8)
|
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.
|
|
Key Performance Indicators
Twelve Months Ended
December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In millions, except per share data)
|
||||||||||
Operating revenue
|
$
|
3,144.9
|
|
|
$
|
2,663.6
|
|
|
$
|
2,436.4
|
|
Operating revenue change
|
18
|
%
|
|
9
|
%
|
|
6
|
%
|
|||
Operating income
|
$
|
817.9
|
|
|
$
|
693.9
|
|
|
$
|
638.2
|
|
Operating margin
|
26.0
|
%
|
|
26.1
|
%
|
|
26.2
|
%
|
|||
Net income attributable to Equifax
|
$
|
488.8
|
|
|
$
|
429.1
|
|
|
$
|
367.4
|
|
Diluted earnings per share
|
$
|
4.04
|
|
|
$
|
3.55
|
|
|
$
|
2.97
|
|
Cash provided by operating activities
|
$
|
795.8
|
|
|
$
|
742.1
|
|
|
$
|
616.2
|
|
Capital expenditures*
|
$
|
(191.5
|
)
|
|
(150.7
|
)
|
|
$
|
(86.4
|
)
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||||||||
Operating Revenue
|
|
2016
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||
U.S. Information Solutions
|
|
$
|
1,236.5
|
|
|
$
|
1,171.3
|
|
|
$
|
1,079.9
|
|
|
$
|
65.2
|
|
|
6
|
%
|
|
$
|
91.4
|
|
|
8
|
%
|
International
|
|
803.6
|
|
|
568.5
|
|
|
572.2
|
|
|
235.1
|
|
|
41
|
%
|
|
(3.7
|
)
|
|
(1
|
)%
|
|||||
Workforce Solutions
|
|
702.2
|
|
|
577.7
|
|
|
490.1
|
|
|
124.5
|
|
|
22
|
%
|
|
87.6
|
|
|
18
|
%
|
|||||
Global Consumer Solutions
|
|
402.6
|
|
|
346.1
|
|
|
294.2
|
|
|
56.5
|
|
|
16
|
%
|
|
51.9
|
|
|
18
|
%
|
|||||
Consolidated operating revenue
|
|
$
|
3,144.9
|
|
|
$
|
2,663.6
|
|
|
$
|
2,436.4
|
|
|
$
|
481.3
|
|
|
18
|
%
|
|
$
|
227.2
|
|
|
9
|
%
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||||||||
Operating Expenses
|
|
2016
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||
Consolidated cost of services
|
|
$
|
1,113.4
|
|
|
$
|
887.4
|
|
|
$
|
844.7
|
|
|
$
|
226.0
|
|
|
25
|
%
|
|
$
|
42.7
|
|
|
5
|
%
|
Consolidated selling, general and administrative expenses
|
|
948.2
|
|
|
884.3
|
|
|
751.7
|
|
|
63.9
|
|
|
7
|
%
|
|
132.6
|
|
|
18
|
%
|
|||||
Consolidated depreciation and amortization expense
|
|
265.4
|
|
|
198.0
|
|
|
201.8
|
|
|
67.4
|
|
|
34
|
%
|
|
(3.8
|
)
|
|
(2
|
)%
|
|||||
Consolidated operating expenses
|
|
$
|
2,327.0
|
|
|
$
|
1,969.7
|
|
|
$
|
1,798.2
|
|
|
$
|
357.3
|
|
|
18
|
%
|
|
$
|
171.5
|
|
|
10
|
%
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
Operating Income and Operating Margin
|
|
|
|
|
|
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|
$
|
|
%
|
|||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||
Consolidated operating revenue
|
|
$
|
3,144.9
|
|
|
$
|
2,663.6
|
|
|
$
|
2,436.4
|
|
|
$
|
481.3
|
|
|
18
|
%
|
|
$
|
227.2
|
|
|
9
|
%
|
Consolidated operating expenses
|
|
2,327.0
|
|
|
1,969.7
|
|
|
1,798.2
|
|
|
357.3
|
|
|
18
|
%
|
|
171.5
|
|
|
10
|
%
|
|||||
Consolidated operating income
|
|
$
|
817.9
|
|
|
$
|
693.9
|
|
|
$
|
638.2
|
|
|
$
|
124.0
|
|
|
18
|
%
|
|
$
|
55.7
|
|
|
9
|
%
|
Consolidated operating margin
|
|
26.0
|
%
|
|
26.1
|
%
|
|
26.2
|
%
|
|
|
|
|
(0.1)pts
|
|
|
|
(0.1
|
)pts
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||||||||
Consolidated Interest and Other Income (Expense), net
|
|
2016
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||
Consolidated interest expense
|
|
$
|
(92.1
|
)
|
|
$
|
(63.8
|
)
|
|
$
|
(68.6
|
)
|
|
$
|
(28.3
|
)
|
|
44
|
%
|
|
$
|
4.8
|
|
|
(7
|
)%
|
Consolidated other income, net
|
|
2.4
|
|
|
6.5
|
|
|
4.6
|
|
|
(4.1
|
)
|
|
(63
|
)%
|
|
1.9
|
|
|
(41
|
)%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Average cost of debt
|
|
3.5
|
%
|
|
4.5
|
%
|
|
4.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total consolidated debt, net, at year end
|
|
$
|
2,672.2
|
|
|
$
|
1,187.7
|
|
|
$
|
1,526.1
|
|
|
$
|
1,484.5
|
|
|
125
|
%
|
|
$
|
(338.4
|
)
|
|
(22
|
)%
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||||||||
Provision for Income Taxes
|
|
2016
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||
Consolidated provision for income taxes
|
|
$
|
(233.1
|
)
|
|
$
|
(201.8
|
)
|
|
$
|
(200.2
|
)
|
|
$
|
(31.3
|
)
|
|
16
|
%
|
|
$
|
(1.6
|
)
|
|
1
|
%
|
Effective income tax rate
|
|
32.0
|
%
|
|
31.7
|
%
|
|
34.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||||||||
Net Income
|
|
2016
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
|
(In millions, except per share amounts)
|
||||||||||||||||||||||||
Consolidated operating income
|
|
$
|
817.9
|
|
|
$
|
693.9
|
|
|
$
|
638.2
|
|
|
$
|
124.0
|
|
|
18
|
%
|
|
$
|
55.7
|
|
|
9
|
%
|
Consolidated other expense, net
|
|
(89.7
|
)
|
|
(57.3
|
)
|
|
(64.0
|
)
|
|
(32.4
|
)
|
|
57
|
%
|
|
6.7
|
|
|
(10
|
)%
|
|||||
Consolidated provision for income taxes
|
|
(233.1
|
)
|
|
(201.8
|
)
|
|
(200.2
|
)
|
|
(31.3
|
)
|
|
16
|
%
|
|
(1.6
|
)
|
|
1
|
%
|
|||||
Consolidated net income
|
|
495.1
|
|
|
434.8
|
|
|
374.0
|
|
|
60.3
|
|
|
14
|
%
|
|
60.8
|
|
|
16
|
%
|
|||||
Net income attributable to noncontrolling interests
|
|
(6.3
|
)
|
|
(5.7
|
)
|
|
(6.6
|
)
|
|
(0.6
|
)
|
|
11
|
%
|
|
0.9
|
|
|
(14
|
)%
|
|||||
Net income attributable to Equifax
|
|
$
|
488.8
|
|
|
$
|
429.1
|
|
|
$
|
367.4
|
|
|
$
|
59.7
|
|
|
14
|
%
|
|
$
|
61.7
|
|
|
17
|
%
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income attributable to Equifax
|
|
$
|
4.04
|
|
|
$
|
3.55
|
|
|
$
|
2.97
|
|
|
$
|
0.49
|
|
|
14
|
%
|
|
$
|
0.58
|
|
|
20
|
%
|
Weighted-average shares used in computing diluted earnings per share
|
|
121.1
|
|
|
120.9
|
|
|
123.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
U.S. Information Solutions
|
|
|
|
|
|
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|
$
|
|
%
|
|||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||
Operating revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Online Information Solutions
|
|
$
|
879.3
|
|
|
$
|
842.1
|
|
|
$
|
779.5
|
|
|
$
|
37.2
|
|
|
4
|
%
|
|
$
|
62.6
|
|
|
8
|
%
|
Mortgage Solutions
|
|
142.2
|
|
|
124.1
|
|
|
105.7
|
|
|
18.1
|
|
|
15
|
%
|
|
18.4
|
|
|
17
|
%
|
|||||
Financial Marketing Services
|
|
215.0
|
|
|
205.1
|
|
|
194.7
|
|
|
9.9
|
|
|
5
|
%
|
|
10.4
|
|
|
5
|
%
|
|||||
Total operating revenue
|
|
$
|
1,236.5
|
|
|
$
|
1,171.3
|
|
|
$
|
1,079.9
|
|
|
$
|
65.2
|
|
|
6
|
%
|
|
$
|
91.4
|
|
|
8
|
%
|
% of consolidated revenue
|
|
39
|
%
|
|
44
|
%
|
|
44
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total operating income
|
|
$
|
537.0
|
|
|
$
|
491.2
|
|
|
$
|
421.0
|
|
|
$
|
45.8
|
|
|
9
|
%
|
|
$
|
70.2
|
|
|
17
|
%
|
Operating margin
|
|
43.4
|
%
|
|
41.9
|
%
|
|
39.0
|
%
|
|
|
|
|
1.5
|
pts
|
|
|
|
|
2.9
|
pts
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||||||||
International
|
|
2016
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||
Operating revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Europe
|
|
$
|
253.6
|
|
|
$
|
237.5
|
|
|
$
|
234.9
|
|
|
$
|
16.1
|
|
|
7
|
%
|
|
$
|
2.6
|
|
|
1
|
%
|
Asia Pacific
|
|
244.2
|
|
|
9.0
|
|
|
7.5
|
|
|
235.2
|
|
|
nm
|
|
|
1.5
|
|
|
20
|
%
|
|||||
Latin America
|
|
183.9
|
|
|
199.6
|
|
|
192.2
|
|
|
(15.7
|
)
|
|
(8
|
)%
|
|
7.4
|
|
|
4
|
%
|
|||||
Canada
|
|
121.9
|
|
|
122.4
|
|
|
137.6
|
|
|
(0.5
|
)
|
|
—
|
%
|
|
(15.2
|
)
|
|
(11
|
)%
|
|||||
Total operating revenue
|
|
$
|
803.6
|
|
|
$
|
568.5
|
|
|
$
|
572.2
|
|
|
$
|
235.1
|
|
|
41
|
%
|
|
$
|
(3.7
|
)
|
|
(1
|
)%
|
% of consolidated revenue
|
|
26
|
%
|
|
21
|
%
|
|
23
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Total operating income
|
|
$
|
111.4
|
|
|
$
|
113.5
|
|
|
$
|
121.0
|
|
|
$
|
(2.1
|
)
|
|
(2
|
)%
|
|
$
|
(7.5
|
)
|
|
(6
|
)%
|
Operating margin
|
|
13.9
|
%
|
|
20.0
|
%
|
|
21.1
|
%
|
|
|
|
(6.1)pts
|
|
|
|
|
|
(1.1)pts
|
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||||||||
Workforce Solutions
|
|
2016
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||
Operating Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Verification Services
|
|
$
|
437.3
|
|
|
$
|
364.4
|
|
|
$
|
292.6
|
|
|
$
|
72.9
|
|
|
20
|
%
|
|
$
|
71.8
|
|
|
25
|
%
|
Employer Services
|
|
264.9
|
|
|
213.3
|
|
|
197.5
|
|
|
51.6
|
|
|
24
|
%
|
|
15.8
|
|
|
8
|
%
|
|||||
Total operating revenue
|
|
$
|
702.2
|
|
|
$
|
577.7
|
|
|
$
|
490.1
|
|
|
$
|
124.5
|
|
|
22
|
%
|
|
$
|
87.6
|
|
|
18
|
%
|
% of consolidated revenue
|
|
22
|
%
|
|
22
|
%
|
|
20
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total operating income
|
|
$
|
295.5
|
|
|
$
|
218.8
|
|
|
$
|
160.7
|
|
|
$
|
76.7
|
|
|
35
|
%
|
|
$
|
58.1
|
|
|
36
|
%
|
Operating margin
|
|
42.1
|
%
|
|
37.9
|
%
|
|
32.8
|
%
|
|
|
|
|
4.2
|
pts
|
|
|
|
|
5.1
|
pts
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
Global Consumer Solutions
|
|
|
|
|
|
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|
$
|
|
%
|
|||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||
Total operating revenue
|
|
$
|
402.6
|
|
|
$
|
346.1
|
|
|
$
|
294.2
|
|
|
$
|
56.5
|
|
|
16
|
%
|
|
$
|
51.9
|
|
|
18
|
%
|
% of consolidated revenue
|
|
13
|
%
|
|
13
|
%
|
|
12
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Total operating income
|
|
$
|
112.4
|
|
|
$
|
95.2
|
|
|
$
|
93.4
|
|
|
$
|
17.2
|
|
|
18
|
%
|
|
$
|
1.8
|
|
|
2
|
%
|
Operating margin
|
|
27.9
|
%
|
|
27.5
|
%
|
|
31.8
|
%
|
|
|
|
0.4
|
pts
|
|
|
|
|
(4.3
|
)pts
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||||||||
General Corporate Expense
|
|
2016
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||
General corporate expense
|
|
$
|
238.4
|
|
|
$
|
224.8
|
|
|
$
|
157.9
|
|
|
$
|
13.6
|
|
|
6
|
%
|
|
$
|
66.9
|
|
|
42
|
%
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||
Net cash provided by (used in):
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Operating activities
|
|
$
|
795.8
|
|
|
$
|
742.1
|
|
|
$
|
616.2
|
|
|
$
|
53.7
|
|
|
$
|
125.9
|
|
Investing activities
|
|
$
|
(1,975.9
|
)
|
|
$
|
(147.8
|
)
|
|
$
|
(429.3
|
)
|
|
$
|
(1,828.1
|
)
|
|
$
|
281.5
|
|
Financing activities
|
|
$
|
1,187.5
|
|
|
$
|
(612.0
|
)
|
|
$
|
(283.4
|
)
|
|
$
|
1,799.5
|
|
|
$
|
(328.6
|
)
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||
Net cash used in:
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Capital expenditures*
|
|
$
|
(173.5
|
)
|
|
$
|
(146.2
|
)
|
|
$
|
(86.4
|
)
|
|
$
|
(27.3
|
)
|
|
$
|
(59.8
|
)
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||
Net cash provided by (used in):
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Acquisitions, net of cash acquired
|
|
$
|
(1,791.6
|
)
|
|
$
|
(4.4
|
)
|
|
$
|
(341.0
|
)
|
|
$
|
(1,787.2
|
)
|
|
$
|
336.6
|
|
Cash paid to settle economic hedges
|
|
$
|
(10.8
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(10.8
|
)
|
|
$
|
—
|
|
Cash received from divestitures
|
|
$
|
—
|
|
|
$
|
2.9
|
|
|
$
|
0.6
|
|
|
$
|
(2.9
|
)
|
|
$
|
2.3
|
|
Investment in unconsolidated affiliates, net
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
(2.5
|
)
|
|
$
|
0.1
|
|
|
$
|
2.4
|
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||
Net cash provided by (used in):
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Net short-term borrowings (repayments)
|
|
$
|
73.0
|
|
|
$
|
(331.0
|
)
|
|
$
|
379.9
|
|
|
$
|
404.0
|
|
|
$
|
(710.9
|
)
|
Proceeds from issuance of long-term debt
|
|
$
|
1,574.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,574.7
|
|
|
$
|
—
|
|
Payments on long-term debt
|
|
$
|
(350.0
|
)
|
|
$
|
—
|
|
|
$
|
(290.0
|
)
|
|
$
|
(350.0
|
)
|
|
$
|
290.0
|
|
Payment of contingent consideration
|
|
$
|
(4.4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(4.4
|
)
|
|
$
|
—
|
|
Debt issuance costs
|
|
$
|
(6.2
|
)
|
|
$
|
(4.9
|
)
|
|
$
|
—
|
|
|
$
|
(1.3
|
)
|
|
$
|
(4.9
|
)
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||
Net cash provided by (used in):
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Treasury stock purchases
|
|
$
|
—
|
|
|
$
|
(196.3
|
)
|
|
$
|
(301.6
|
)
|
|
$
|
196.3
|
|
|
$
|
105.3
|
|
Dividends paid to Equifax shareholders
|
|
$
|
(157.6
|
)
|
|
$
|
(137.8
|
)
|
|
$
|
(121.2
|
)
|
|
$
|
(19.8
|
)
|
|
$
|
(16.6
|
)
|
Dividends paid to noncontrolling interests
|
|
$
|
(5.8
|
)
|
|
$
|
(6.4
|
)
|
|
$
|
(7.9
|
)
|
|
$
|
0.6
|
|
|
$
|
1.5
|
|
Proceeds from exercise of stock options
|
|
$
|
31.5
|
|
|
$
|
34.4
|
|
|
$
|
39.7
|
|
|
$
|
(2.9
|
)
|
|
$
|
(5.3
|
)
|
Excess tax benefits from stock-based compensation plans
|
|
$
|
35.9
|
|
|
$
|
30.0
|
|
|
$
|
17.7
|
|
|
$
|
5.9
|
|
|
$
|
12.3
|
|
Purchase of redeemable noncontrolling interests
|
|
$
|
(3.6
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3.6
|
)
|
|
$
|
—
|
|
•
|
Under share repurchase programs authorized by our Board of Directors, we repurchased 2.1 million and 3.9 million common shares during the twelve months ended December 31,
2015
and
2014
, respectively, for $196.3 million and $301.6 million, respectively, at an average price per common share of $94.97 and $76.55, respectively. We did not repurchase any shares in 2016. As of
December 31, 2016
, 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, 2016
,
2015
and
2014
, we paid cash dividends to Equifax shareholders of $
157.6 million
,
$137.8 million
and
$121.2 million
, respectively, at $
1.32
per share for
2016
,
$1.16
per share for
2015
and
$1.00
per share for
2014
.
|
|
Payments due by
|
||||||||||||||||||
|
Total
|
|
Less than 1 year
|
|
1 to 3 years
|
|
3 to 5 years
|
|
Thereafter
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Debt
(1)
|
$
|
2,685.4
|
|
|
$
|
585.4
|
|
|
$
|
450.0
|
|
|
$
|
500.0
|
|
|
$
|
1,150.0
|
|
Operating leases
(2)
|
162.7
|
|
|
29.5
|
|
|
42.2
|
|
|
31.9
|
|
|
59.1
|
|
|||||
Data processing, outsourcing agreements and other purchase obligations
(3)
|
137.6
|
|
|
74.6
|
|
|
27.9
|
|
|
13.6
|
|
|
21.5
|
|
|||||
Other long-term liabilities
(4) (6)
|
122.6
|
|
|
8.6
|
|
|
13.9
|
|
|
16.0
|
|
|
84.1
|
|
|||||
Interest payments
(5)
|
725.8
|
|
|
88.8
|
|
|
133.7
|
|
|
120.4
|
|
|
382.9
|
|
|||||
|
$
|
3,834.1
|
|
|
$
|
786.9
|
|
|
$
|
667.7
|
|
|
$
|
681.9
|
|
|
$
|
1,697.6
|
|
(1)
|
The amounts are gross of unamortized discounts totaling $
13.2 million
at
December 31, 2016
. 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, 2016
.
|
(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
2017
and
2021
.
|
(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 2017
|
(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, 2016
to calculate these payments. Our variable rate debt at
December 31, 2016
, consisted of CP. Future interest payments related to our Senior Credit Facilities and our CP program are based on the borrowings outstanding at
December 31, 2016
through their respective maturity dates, assuming such borrowings are outstanding until that time. The variable portion of the rate at
December 31, 2016
ranged from 1.0% to 1.9% 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
$36.0 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,
|
||
|
2016
|
||
|
(In millions)
|
||
Asia Pacific
|
1,402.4
|
|
|
U.S. Information Solutions
|
1,071.3
|
|
|
Europe
|
150.2
|
|
|
Latin America
|
228.9
|
|
|
Canada
|
33.1
|
|
|
Global Consumer Solutions
|
136.3
|
|
|
Verification Services
|
772.9
|
|
|
Employer Services
|
179.2
|
|
|
Total goodwill
|
$
|
3,974.3
|
|
Index to Financial Statements
|
|
|
Twelve Months Ended
December 31, |
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
(In millions, except per share amounts)
|
|
|
|
|
|
|
|
|
|||
Operating revenue
|
$
|
3,144.9
|
|
|
$
|
2,663.6
|
|
|
$
|
2,436.4
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|||
Cost of services (exclusive of depreciation and amortization below)
|
1,113.4
|
|
|
887.4
|
|
|
844.7
|
|
|||
Selling, general and administrative expenses
|
948.2
|
|
|
884.3
|
|
|
751.7
|
|
|||
Depreciation and amortization
|
265.4
|
|
|
198.0
|
|
|
201.8
|
|
|||
Total operating expenses
|
2,327.0
|
|
|
1,969.7
|
|
|
1,798.2
|
|
|||
Operating income
|
817.9
|
|
|
693.9
|
|
|
638.2
|
|
|||
Interest expense
|
(92.1
|
)
|
|
(63.8
|
)
|
|
(68.6
|
)
|
|||
Other income, net
|
2.4
|
|
|
6.5
|
|
|
4.6
|
|
|||
Consolidated income before income taxes
|
728.2
|
|
|
636.6
|
|
|
574.2
|
|
|||
Provision for income taxes
|
(233.1
|
)
|
|
(201.8
|
)
|
|
(200.2
|
)
|
|||
Consolidated net income
|
495.1
|
|
|
434.8
|
|
|
374.0
|
|
|||
Less: Net income attributable to noncontrolling interests
|
(6.3
|
)
|
|
(5.7
|
)
|
|
(6.6
|
)
|
|||
Net income attributable to Equifax
|
$
|
488.8
|
|
|
$
|
429.1
|
|
|
$
|
367.4
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|||
Net income attributable to Equifax
|
$
|
4.10
|
|
|
$
|
3.61
|
|
|
$
|
3.03
|
|
Weighted-average shares used in computing basic earnings per share
|
119.3
|
|
|
118.7
|
|
|
121.2
|
|
|||
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|||
Net income attributable to Equifax
|
$
|
4.04
|
|
|
$
|
3.55
|
|
|
$
|
2.97
|
|
Weighted-average shares used in computing diluted earnings per share
|
121.1
|
|
|
120.9
|
|
|
123.5
|
|
|||
Dividends per share
|
$
|
1.32
|
|
|
$
|
1.16
|
|
|
$
|
1.00
|
|
|
Twelve Months Ended December 31,
|
||||||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||||||||||||||
|
Equifax Shareholders
|
|
Noncontrolling Interests
|
|
Total
|
|
Equifax Shareholders
|
|
Noncontrolling Interests
|
|
Total
|
|
Equifax Shareholders
|
|
Noncontrolling Interests
|
|
Total
|
||||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||||||
Net income
|
$
|
488.8
|
|
|
$
|
6.3
|
|
|
$
|
495.1
|
|
|
$
|
429.1
|
|
|
$
|
5.7
|
|
|
$
|
434.8
|
|
|
$
|
367.4
|
|
|
$
|
6.6
|
|
|
$
|
374.0
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Foreign currency translation adjustment
|
(24.6
|
)
|
|
(3.0
|
)
|
|
(27.6
|
)
|
|
(67.1
|
)
|
|
(7.1
|
)
|
|
(74.2
|
)
|
|
(61.8
|
)
|
|
(2.8
|
)
|
|
(64.6
|
)
|
|||||||||
Change in unrecognized prior service cost and actuarial gains (losses) related to our pension and other postretirement benefit plans, net
|
(20.1
|
)
|
|
—
|
|
|
(20.1
|
)
|
|
17.5
|
|
|
—
|
|
|
17.5
|
|
|
(61.1
|
)
|
|
—
|
|
|
(61.1
|
)
|
|||||||||
Change in cumulative loss from cash flow hedging transactions, net
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||||||||
Comprehensive income (loss)
|
$
|
444.7
|
|
|
$
|
3.3
|
|
|
$
|
448.0
|
|
|
$
|
379.7
|
|
|
$
|
(1.4
|
)
|
|
$
|
378.3
|
|
|
$
|
244.6
|
|
|
$
|
3.8
|
|
|
$
|
248.4
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
(In millions, except par values)
|
|
|
|
|
|
||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
129.3
|
|
|
$
|
93.3
|
|
Trade accounts receivable, net of allowance for doubtful accounts of $7.8 and $7.5 at
December 31, 2016 and 2015, respectively |
433.3
|
|
|
349.8
|
|
||
Prepaid expenses
|
60.2
|
|
|
39.3
|
|
||
Other current assets
|
50.1
|
|
|
79.2
|
|
||
Total current assets
|
672.9
|
|
|
561.6
|
|
||
Property and equipment:
|
|
|
|
|
|
||
Capitalized internal-use software and system costs
|
307.0
|
|
|
212.5
|
|
||
Data processing equipment and furniture
|
273.2
|
|
|
247.8
|
|
||
Land, buildings and improvements
|
203.8
|
|
|
194.6
|
|
||
Total property and equipment
|
784.0
|
|
|
654.9
|
|
||
Less accumulated depreciation and amortization
|
(317.1
|
)
|
|
(288.1
|
)
|
||
Total property and equipment, net
|
466.9
|
|
|
366.8
|
|
||
|
|
|
|
|
|||
Goodwill
|
3,974.3
|
|
|
2,571.0
|
|
||
Indefinite-lived intangible assets
|
94.8
|
|
|
94.7
|
|
||
Purchased intangible assets, net
|
1,323.8
|
|
|
827.9
|
|
||
Other assets, net
|
131.3
|
|
|
79.5
|
|
||
Total assets
|
$
|
6,664.0
|
|
|
$
|
4,501.5
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Short-term debt and current maturities
|
$
|
585.4
|
|
|
$
|
49.3
|
|
Accounts payable
|
81.0
|
|
|
40.6
|
|
||
Accrued expenses
|
149.3
|
|
|
112.7
|
|
||
Accrued salaries and bonuses
|
158.8
|
|
|
139.2
|
|
||
Deferred revenue
|
110.7
|
|
|
96.8
|
|
||
Other current liabilities
|
174.4
|
|
|
165.2
|
|
||
Total current liabilities
|
1,259.6
|
|
|
603.8
|
|
||
Long-term debt
|
2,086.8
|
|
|
1,138.4
|
|
||
Deferred income tax liabilities, net
|
325.4
|
|
|
205.5
|
|
||
Long-term pension and other postretirement benefit liabilities
|
184.4
|
|
|
146.4
|
|
||
Other long-term liabilities
|
86.5
|
|
|
57.0
|
|
||
Total liabilities
|
3,942.7
|
|
|
2,151.1
|
|
||
Commitments and Contingencies (see Note 6)
|
|
|
|
|
|
||
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, 2016 and 2015; Outstanding shares - 119.9 and 118.7 at December 31, 2016 and 2015, respectively |
236.6
|
|
|
236.6
|
|
||
Paid-in capital
|
1,313.3
|
|
|
1,260.5
|
|
||
Retained earnings
|
4,153.2
|
|
|
3,834.4
|
|
||
Accumulated other comprehensive loss
|
(528.9
|
)
|
|
(484.8
|
)
|
||
Treasury stock, at cost, 68.8 shares and 70.0 shares at December 31, 2016 and 2015,
respectively |
(2,505.6
|
)
|
|
(2,529.9
|
)
|
||
Stock held by employee benefits trusts, at cost, 0.6 shares at December 31, 2016 and 2015
|
(5.9
|
)
|
|
(5.9
|
)
|
||
Total Equifax shareholders' equity
|
2,662.7
|
|
|
2,310.9
|
|
||
Noncontrolling interests
|
58.6
|
|
|
39.5
|
|
||
Total shareholders' equity
|
2,721.3
|
|
|
2,350.4
|
|
||
Total liabilities and equity
|
$
|
6,664.0
|
|
|
$
|
4,501.5
|
|
|
Twelve Months Ended
December 31, |
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
(In millions)
|
|
|
|
|
|
|
|
|
|||
Operating activities:
|
|
|
|
|
|
||||||
Consolidated net income
|
$
|
495.1
|
|
|
$
|
434.8
|
|
|
$
|
374.0
|
|
Adjustments to reconcile consolidated net income to net cash provided
by operating activities:
|
|
|
|
|
|
|
|
||||
Impairment of cost method investment
|
—
|
|
|
14.8
|
|
|
—
|
|
|||
Depreciation and amortization
|
268.7
|
|
|
200.0
|
|
|
204.2
|
|
|||
Stock-based compensation expense
|
37.1
|
|
|
38.4
|
|
|
38.1
|
|
|||
Excess tax benefits from stock-based compensation plans
|
(35.9
|
)
|
|
(30.0
|
)
|
|
(17.7
|
)
|
|||
Deferred income taxes
|
(13.0
|
)
|
|
(28.7
|
)
|
|
(9.6
|
)
|
|||
Changes in assets and liabilities, excluding effects of acquisitions:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable, net
|
(55.7
|
)
|
|
(26.9
|
)
|
|
(27.8
|
)
|
|||
Other assets, current and long-term
|
0.3
|
|
|
15.9
|
|
|
(5.8
|
)
|
|||
Current and long-term liabilities, excluding debt
|
99.2
|
|
|
123.8
|
|
|
60.8
|
|
|||
Cash provided by operating activities
|
795.8
|
|
|
742.1
|
|
|
616.2
|
|
|||
Investing activities:
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
(173.5
|
)
|
|
(146.2
|
)
|
|
(86.4
|
)
|
|||
Acquisitions, net of cash acquired
|
(1,791.6
|
)
|
|
(4.4
|
)
|
|
(341.0
|
)
|
|||
Cash received from divestitures
|
—
|
|
|
2.9
|
|
|
0.6
|
|
|||
Cash paid to settle economic hedges
|
(10.8
|
)
|
|
—
|
|
|
—
|
|
|||
Investment in unconsolidated affiliates, net
|
—
|
|
|
(0.1
|
)
|
|
(2.5
|
)
|
|||
Cash used in investing activities
|
(1,975.9
|
)
|
|
(147.8
|
)
|
|
(429.3
|
)
|
|||
Financing activities:
|
|
|
|
|
|
|
|
|
|||
Net short-term borrowings (repayments)
|
73.0
|
|
|
(331.0
|
)
|
|
379.9
|
|
|||
Payments on long-term debt
|
(350.0
|
)
|
|
—
|
|
|
(290.0
|
)
|
|||
Proceeds from issuance of long-term debt
|
1,574.7
|
|
|
—
|
|
|
—
|
|
|||
Treasury stock purchases
|
—
|
|
|
(196.3
|
)
|
|
(301.6
|
)
|
|||
Dividends paid to Equifax shareholders
|
(157.6
|
)
|
|
(137.8
|
)
|
|
(121.2
|
)
|
|||
Dividends paid to noncontrolling interests
|
(5.8
|
)
|
|
(6.4
|
)
|
|
(7.9
|
)
|
|||
Proceeds from exercise of stock options
|
31.5
|
|
|
34.4
|
|
|
39.7
|
|
|||
Excess tax benefits from stock-based compensation plans
|
35.9
|
|
|
30.0
|
|
|
17.7
|
|
|||
Payment of contingent consideration
|
(4.4
|
)
|
|
—
|
|
|
—
|
|
|||
Purchase of redeemable noncontrolling interests
|
(3.6
|
)
|
|
—
|
|
|
—
|
|
|||
Debt issuance costs
|
(6.2
|
)
|
|
(4.9
|
)
|
|
—
|
|
|||
Cash provided by (used in) financing activities
|
1,187.5
|
|
|
(612.0
|
)
|
|
(283.4
|
)
|
|||
Effect of foreign currency exchange rates on cash and cash equivalents
|
28.6
|
|
|
(17.3
|
)
|
|
(11.1
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
36.0
|
|
|
(35.0
|
)
|
|
(107.6
|
)
|
|||
Cash and cash equivalents, beginning of period
|
93.3
|
|
|
128.3
|
|
|
235.9
|
|
|||
Cash and cash equivalents, end of period
|
$
|
129.3
|
|
|
$
|
93.3
|
|
|
$
|
128.3
|
|
|
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, 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 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 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
|
)
|
||||||||
Purchase 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
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
488.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.3
|
|
|
495.1
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44.1
|
)
|
|
—
|
|
|
—
|
|
|
(3.0
|
)
|
|
(47.1
|
)
|
||||||||
Shares issued under stock and benefit plans, net of minimum tax withholdings
|
1.2
|
|
|
—
|
|
|
(19.4
|
)
|
|
—
|
|
|
—
|
|
|
24.3
|
|
|
—
|
|
|
—
|
|
|
4.9
|
|
||||||||
Cash dividends ($1.32 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(158.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(158.4
|
)
|
||||||||
Dividends paid to employee benefits trusts
|
—
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
37.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37.1
|
|
||||||||
Tax effects of stock-based compensation plans
|
—
|
|
|
—
|
|
|
35.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35.9
|
|
||||||||
Redeemable noncontrolling interest adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.6
|
|
|
—
|
|
||||||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.8
|
)
|
|
(5.8
|
)
|
||||||||
Purchases of redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
|
1.7
|
|
||||||||
Acquisition of Veda noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.7
|
|
|
6.7
|
|
||||||||
Balance, December 31, 2016
|
119.9
|
|
|
$
|
236.6
|
|
|
$
|
1,313.3
|
|
|
$
|
4,153.2
|
|
|
$
|
(528.9
|
)
|
|
$
|
(2,505.6
|
)
|
|
$
|
(5.9
|
)
|
|
$
|
58.6
|
|
|
$
|
2,721.3
|
|
*
|
At
December 31, 2016
,
$667.2 million
was authorized for future repurchases of our common stock.
|
**
|
At December 31, 2015, 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,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In millions)
|
||||||||||
Foreign currency translation
|
$
|
(262.0
|
)
|
|
$
|
(237.4
|
)
|
|
$
|
(170.3
|
)
|
Unrecognized actuarial losses and prior service cost related to our pension and other postretirement benefit plans, net of accumulated tax of $150.6, $138.2 and $150.1 in 2016, 2015 and 2014, respectively
|
(265.9
|
)
|
|
(245.8
|
)
|
|
(263.3
|
)
|
|||
Cash flow hedging transactions, net of tax of $0.9, $1.0 and $1.1 in 2016, 2015 and 2014, respectively
|
(1.0
|
)
|
|
(1.6
|
)
|
|
(1.8
|
)
|
|||
Accumulated other comprehensive loss
|
$
|
(528.9
|
)
|
|
$
|
(484.8
|
)
|
|
$
|
(435.4
|
)
|
•
|
U.S. Information Solutions, or USIS
|
•
|
International
|
•
|
Workforce Solutions
|
•
|
Global Consumer Solutions
|
|
Twelve Months Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
|
(In millions)
|
|||||||
Weighted-average shares outstanding (basic)
|
119.3
|
|
|
118.7
|
|
|
121.2
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
Stock options and restricted stock units
|
1.8
|
|
|
2.2
|
|
|
2.3
|
|
Weighted-average shares outstanding (diluted)
|
121.1
|
|
|
120.9
|
|
|
123.5
|
|
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
|
|
1 to 15
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using:
|
|||||||||||
Description
|
|
|
Fair Value at December 31, 2016
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred Compensation Plan Assets
|
(1)
|
|
28.6
|
|
|
28.6
|
|
|
—
|
|
|
—
|
|
||||
Deferred Compensation Plan Liability
|
(1)
|
|
(28.6
|
)
|
|
—
|
|
|
(28.6
|
)
|
|
—
|
|
||||
Total assets and liabilities
|
|
|
$
|
—
|
|
|
$
|
28.6
|
|
|
$
|
(28.6
|
)
|
|
$
|
—
|
|
(1)
|
We maintain deferred compensation plans that allow for certain management employees to defer the receipt of compensation (such as salary, incentive compensation and commissions) until a later date based on the terms of the 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.
|
|
(In millions)
|
||
Cash
|
$
|
23.7
|
|
Accounts receivable and other current assets
|
39.6
|
|
|
Other assets
|
42.0
|
|
|
Identifiable intangible assets
(1)
|
681.0
|
|
|
Goodwill
(2)
|
1,456.3
|
|
|
Total assets acquired
|
2,242.6
|
|
|
Debt
(3)
|
(189.5
|
)
|
|
Other current liabilities
|
(40.2
|
)
|
|
Other liabilities
|
(178.1
|
)
|
|
Non-controlling interest
|
(11.7
|
)
|
|
Net assets acquired
|
$1,823.1
|
(1)
|
Identifiable intangible assets are further disaggregated in the following table.
|
(2)
|
The goodwill related to Veda is included in the International operating segment and is not deductible for tax purposes. The goodwill related to the Barnett and Computersoft acquisition is included in the Workforce Solutions operating segment and is deductible for tax purposes.
|
(3)
|
The Veda debt of
$191 million
was paid in full on March 10, 2016.
|
Intangible asset category
|
|
Fair value
|
|
Weighted-average useful life
|
||
|
|
(In millions)
|
|
(In years)
|
||
Customer relationships
|
|
$
|
171.3
|
|
|
14.9
|
Acquired software and technology
|
|
106.3
|
|
|
4.2
|
|
Purchased data files
|
|
387.5
|
|
|
14.8
|
|
Non-compete agreements
|
|
5.4
|
|
|
2.1
|
|
Trade names and other intangible assets
|
|
10.5
|
|
|
1.0
|
|
Total acquired intangibles
|
|
$
|
681.0
|
|
|
12.9
|
|
Twelve months ended December 31,
|
||||||||||||||
|
2016
|
|
2015
|
||||||||||||
|
As Reported
|
|
Pro Forma
|
|
As Reported
|
|
Pro Forma
|
||||||||
|
(In millions, except per share data)
|
||||||||||||||
Operating revenues
|
$
|
3,144.9
|
|
|
$
|
3,180.9
|
|
|
$
|
2,663.6
|
|
|
$
|
2,929.0
|
|
Net income attributable to Equifax
|
$
|
488.8
|
|
|
$
|
488.1
|
|
|
$
|
429.1
|
|
|
$
|
429.9
|
|
Net income per share (basic)
|
$
|
4.10
|
|
|
$
|
4.09
|
|
|
$
|
3.61
|
|
|
$
|
3.62
|
|
Net income per share (diluted)
|
$
|
4.04
|
|
|
$
|
4.03
|
|
|
$
|
3.55
|
|
|
$
|
3.56
|
|
|
|
International
|
|
Workforce Solutions
|
|
Global Consumer Solutions
|
|
Total
|
|||||||||||
|
(In millions)
|
||||||||||||||||||
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
|
|
|||||
Acquisitions
|
—
|
|
|
1,411.6
|
|
|
44.7
|
|
|
—
|
|
|
1,456.3
|
|
|||||
Adjustments to initial purchase price allocation
|
—
|
|
|
(6.2
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(6.4
|
)
|
|||||
Foreign currency translation
|
—
|
|
|
(32.3
|
)
|
|
—
|
|
|
(14.3
|
)
|
|
(46.6
|
)
|
|||||
Balance, December 31, 2016
|
$
|
1,071.3
|
|
|
$
|
1,814.6
|
|
|
$
|
952.1
|
|
|
$
|
136.3
|
|
|
$
|
3,974.3
|
|
|
Amount
|
||
|
(In millions)
|
||
Balance, December 31, 2014
|
$
|
95.2
|
|
Foreign currency translation
|
(0.5
|
)
|
|
Balance, December 31, 2015
|
94.7
|
|
|
Foreign currency translation
|
0.1
|
|
|
Balance, December 31, 2016
|
$
|
94.8
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
||||||||||||
Definite-lived intangible assets:
|
(In millions)
|
||||||||||||||||||||||
Purchased data files
|
$
|
1,012.7
|
|
|
$
|
(276.0
|
)
|
|
$
|
736.7
|
|
|
$
|
665.9
|
|
|
$
|
(240.6
|
)
|
|
$
|
425.3
|
|
Acquired software and technology
|
131.5
|
|
|
(36.1
|
)
|
|
95.4
|
|
|
52.4
|
|
|
(35.5
|
)
|
|
16.9
|
|
||||||
Customer relationships
|
712.7
|
|
|
(273.0
|
)
|
|
439.7
|
|
|
565.9
|
|
|
(239.3
|
)
|
|
326.6
|
|
||||||
Reacquired rights
|
73.3
|
|
|
(52.5
|
)
|
|
20.8
|
|
|
73.3
|
|
|
(39.4
|
)
|
|
33.9
|
|
||||||
Proprietary database
|
21.5
|
|
|
(6.7
|
)
|
|
14.8
|
|
|
7.4
|
|
|
(5.8
|
)
|
|
1.6
|
|
||||||
Non-compete agreements
|
26.8
|
|
|
(22.2
|
)
|
|
4.6
|
|
|
25.8
|
|
|
(18.3
|
)
|
|
7.5
|
|
||||||
Trade names and other intangible assets
|
54.1
|
|
|
(42.3
|
)
|
|
11.8
|
|
|
49.1
|
|
|
(33.0
|
)
|
|
16.1
|
|
||||||
Total definite-lived intangible assets
|
$
|
2,032.6
|
|
|
$
|
(708.8
|
)
|
|
$
|
1,323.8
|
|
|
$
|
1,439.8
|
|
|
$
|
(611.9
|
)
|
|
$
|
827.9
|
|
Years ending December 31,
|
|
Amount
|
||
|
|
(In millions)
|
||
2017
|
|
$
|
167.9
|
|
2018
|
|
140.1
|
|
|
2019
|
|
119.4
|
|
|
2020
|
|
114.6
|
|
|
2021
|
|
99.2
|
|
|
Thereafter
|
|
682.6
|
|
|
|
|
$
|
1,323.8
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In millions)
|
||||||
|
|
|
|||||
Commercial paper ("CP")
|
$
|
310.3
|
|
|
$
|
47.2
|
|
364-Day Revolver
|
—
|
|
|
—
|
|
||
Notes, 6.30%, due July 2017
|
272.5
|
|
|
272.5
|
|
||
Term loan, due Nov 2018
|
450.0
|
|
|
—
|
|
||
Notes, 2.30%, due June 2021
|
500.0
|
|
|
—
|
|
||
Notes, 3.30%, due Dec 2022
|
500.0
|
|
|
500.0
|
|
||
Notes, 3.25%, due June 2026
|
275.0
|
|
|
—
|
|
||
Debentures, 6.90%, due July 2028
|
125.0
|
|
|
125.0
|
|
||
Notes, 7.00%, due July 2037
|
250.0
|
|
|
250.0
|
|
||
Other
|
2.6
|
|
|
2.1
|
|
||
Total debt
|
2,685.4
|
|
|
1,196.8
|
|
||
Less short-term debt and current maturities
|
(585.4
|
)
|
|
(49.3
|
)
|
||
Less unamortized discounts and debt issuance costs
|
(13.2
|
)
|
|
(9.1
|
)
|
||
Total long-term debt, net of discount
|
$
|
2,086.8
|
|
|
$
|
1,138.4
|
|
Years ending December 31,
|
|
Amount
|
||
|
|
(In millions)
|
||
2017
|
|
$
|
585.4
|
|
2018
|
|
450.0
|
|
|
2019
|
|
—
|
|
|
2020
|
|
—
|
|
|
2021
|
|
500.0
|
|
|
Thereafter
|
|
1,150.0
|
|
|
Total debt
|
|
$
|
2,685.4
|
|
Years ending December 31,
|
|
Amount
|
||
|
|
(In millions)
|
||
2017
|
|
$
|
29.5
|
|
2018
|
|
24.0
|
|
|
2019
|
|
18.2
|
|
|
2020
|
|
17.6
|
|
|
2021
|
|
14.3
|
|
|
Thereafter
|
|
59.1
|
|
|
|
|
$
|
162.7
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In millions)
|
||||||||||
Current:
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
154.8
|
|
|
$
|
159.0
|
|
|
$
|
140.7
|
|
State
|
24.3
|
|
|
14.7
|
|
|
18.3
|
|
|||
Foreign
|
67.0
|
|
|
56.8
|
|
|
50.8
|
|
|||
|
246.1
|
|
|
230.5
|
|
|
209.8
|
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
|||
Federal
|
16.5
|
|
|
(7.5
|
)
|
|
0.8
|
|
|||
State
|
2.8
|
|
|
(9.3
|
)
|
|
(0.2
|
)
|
|||
Foreign
|
(32.3
|
)
|
|
(11.9
|
)
|
|
(10.2
|
)
|
|||
|
(13.0
|
)
|
|
(28.7
|
)
|
|
(9.6
|
)
|
|||
Provision for income taxes
|
$
|
233.1
|
|
|
$
|
201.8
|
|
|
$
|
200.2
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In millions)
|
||||||||||
Federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|||
|
|
|
|
|
|
||||||
Provision computed at federal statutory rate
|
$
|
254.9
|
|
|
$
|
222.8
|
|
|
$
|
201.0
|
|
State and local taxes, net of federal tax benefit
|
17.2
|
|
|
5.2
|
|
|
13.1
|
|
|||
Foreign
|
(40.3
|
)
|
|
(21.8
|
)
|
|
(7.3
|
)
|
|||
Valuation allowance
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|||
Tax reserves
|
11.9
|
|
|
0.9
|
|
|
0.6
|
|
|||
Other
|
(10.6
|
)
|
|
(5.3
|
)
|
|
(5.0
|
)
|
|||
Provision for income taxes
|
$
|
233.1
|
|
|
$
|
201.8
|
|
|
$
|
200.2
|
|
|
|
|
|
|
|
||||||
Effective income tax rate
|
32.0
|
%
|
|
31.7
|
%
|
|
34.9
|
%
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In millions)
|
||||||
Deferred income tax assets:
|
|
|
|
|
|
||
Net operating and capital loss carryforwards
|
$
|
213.2
|
|
|
$
|
236.1
|
|
Goodwill and intangible assets
|
113.8
|
|
|
—
|
|
||
Employee compensation programs
|
76.6
|
|
|
70.9
|
|
||
Foreign tax credits
|
56.9
|
|
|
50.7
|
|
||
Employee pension benefits
|
45.6
|
|
|
32.4
|
|
||
Reserves and accrued expenses
|
18.5
|
|
|
13.9
|
|
||
Research and development costs
|
13.7
|
|
|
1.5
|
|
||
Other
|
21.0
|
|
|
11.2
|
|
||
Gross deferred income tax assets
|
559.3
|
|
|
416.7
|
|
||
Valuation allowance
|
(307.3
|
)
|
|
(222.9
|
)
|
||
Total deferred income tax assets, net
|
252.0
|
|
|
193.8
|
|
||
|
|
|
|
|
|
||
Deferred income tax liabilities:
|
|
|
|
|
|
||
Goodwill and intangible assets
|
(507.0
|
)
|
|
(334.4
|
)
|
||
Undistributed earnings of foreign subsidiaries
|
(30.1
|
)
|
|
(32.6
|
)
|
||
Depreciation
|
(22.1
|
)
|
|
(15.1
|
)
|
||
Other
|
(13.5
|
)
|
|
(10.9
|
)
|
||
Total deferred income tax liability
|
(572.7
|
)
|
|
(393.0
|
)
|
||
Net deferred income tax liability
|
$
|
(320.7
|
)
|
|
$
|
(199.2
|
)
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In millions)
|
||||||
Long-term deferred income tax assets, included in other assets
|
$
|
4.7
|
|
|
$
|
6.3
|
|
Long-term deferred income tax liabilities
|
(325.4
|
)
|
|
(205.5
|
)
|
||
Net deferred income tax liability
|
$
|
(320.7
|
)
|
|
$
|
(199.2
|
)
|
|
2016
|
|
2015
|
||||
|
(In millions)
|
||||||
Beginning balance (January 1)
|
$
|
21.6
|
|
|
$
|
19.8
|
|
Increases related to prior year tax positions
|
4.1
|
|
|
5.5
|
|
||
Decreases related to prior year tax positions
|
(1.0
|
)
|
|
(2.2
|
)
|
||
Increases related to current year tax positions
|
12.8
|
|
|
4.0
|
|
||
Decreases related to settlements
|
(1.0
|
)
|
|
(0.5
|
)
|
||
Expiration of the statute of limitations for the assessment of taxes
|
(3.9
|
)
|
|
(4.5
|
)
|
||
Currency translation adjustment
|
(0.1
|
)
|
|
(0.5
|
)
|
||
Ending balance (December 31)
|
$
|
32.5
|
|
|
$
|
21.6
|
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
Cost of services
|
|
$
|
4.5
|
|
|
$
|
5.0
|
|
|
$
|
4.6
|
|
Selling, general and administrative expenses
|
|
32.6
|
|
|
33.4
|
|
|
33.5
|
|
|||
Stock-based compensation expense, before income taxes
|
|
$
|
37.1
|
|
|
$
|
38.4
|
|
|
$
|
38.1
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Dividend yield
|
1.2
|
%
|
|
1.2
|
%
|
|
1.4
|
%
|
|||
Expected volatility
|
19.4
|
%
|
|
21.2
|
%
|
|
21.1
|
%
|
|||
Risk-free interest rate
|
1.2
|
%
|
|
1.3
|
%
|
|
1.6
|
%
|
|||
Expected term (in years)
|
4.8
|
|
|
4.8
|
|
|
4.8
|
|
|||
Weighted-average fair value of stock options granted
|
$
|
20.62
|
|
|
$
|
16.75
|
|
|
$
|
12.63
|
|
|
Shares
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value
|
|||||
|
(In thousands)
|
|
|
|
(In years)
|
|
(In millions)
|
|||||
Outstanding at December 31, 2015
|
1,866
|
|
|
$
|
49.54
|
|
|
|
|
|
|
|
Granted (all at market price)
|
181
|
|
|
$
|
131.41
|
|
|
|
|
|
|
|
Exercised
|
(779
|
)
|
|
$
|
40.61
|
|
|
|
|
|
|
|
Forfeited and canceled
|
(40
|
)
|
|
$
|
72.06
|
|
|
|
|
|
|
|
Outstanding at December 31, 2016
|
1,228
|
|
|
$
|
66.81
|
|
|
7.0
|
|
$
|
65.6
|
|
Vested and expected to vest at December 31, 2016
|
1,177
|
|
|
$
|
65.25
|
|
|
6.9
|
|
$
|
64.5
|
|
Exercisable at December 31, 2016
|
856
|
|
|
$
|
48.43
|
|
|
5.8
|
|
$
|
59.8
|
|
|
December 31,
|
||||||||||||
|
2015
|
|
2014
|
||||||||||
|
Shares
|
|
Weighted-
Average Price
|
|
Shares
|
|
Weighted-
Average Price
|
||||||
|
(In thousands)
|
|
|
|
(In thousands)
|
|
|
||||||
Outstanding at the beginning of the year
|
2,579
|
|
|
$
|
42.54
|
|
|
3,530
|
|
|
$
|
37.85
|
|
Granted (all at market price)
|
189
|
|
|
$
|
97.21
|
|
|
249
|
|
|
$
|
73.46
|
|
Exercised
|
(888
|
)
|
|
$
|
38.74
|
|
|
(1,145
|
)
|
|
$
|
34.81
|
|
Forfeited and canceled
|
(14
|
)
|
|
$
|
58.24
|
|
|
(55
|
)
|
|
$
|
49.12
|
|
Outstanding at the end of the year
|
1,866
|
|
|
$
|
49.54
|
|
|
2,579
|
|
|
$
|
42.54
|
|
Exercisable at end of year
|
1,411
|
|
|
$
|
39.90
|
|
|
1,970
|
|
|
$
|
36.39
|
|
|
Shares
|
|
Weighted-Average
Grant Date
Fair Value
|
|||
|
(In thousands)
|
|
|
|
||
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
|
|
Granted
|
460
|
|
|
$
|
84.07
|
|
Vested
|
(645
|
)
|
|
$
|
55.28
|
|
Forfeited
|
(59
|
)
|
|
$
|
73.54
|
|
Nonvested at December 31, 2016
|
1,187
|
|
|
$
|
87.54
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In millions)
|
||||||||||||||
Change in projected benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
||||
Benefit obligation at January 1,
|
$
|
662.7
|
|
|
$
|
739.1
|
|
|
$
|
19.6
|
|
|
$
|
19.4
|
|
Service cost
|
3.6
|
|
|
4.2
|
|
|
0.3
|
|
|
0.3
|
|
||||
Interest cost
|
31.3
|
|
|
30.4
|
|
|
0.8
|
|
|
0.7
|
|
||||
Plan participants' contributions
|
—
|
|
|
—
|
|
|
0.6
|
|
|
0.6
|
|
||||
Actuarial loss (gain)
|
36.4
|
|
|
(59.9
|
)
|
|
4.2
|
|
|
1.4
|
|
||||
Foreign currency exchange rate changes
|
1.4
|
|
|
(9.7
|
)
|
|
0.2
|
|
|
(0.4
|
)
|
||||
Benefits paid
|
(41.8
|
)
|
|
(41.4
|
)
|
|
(3.2
|
)
|
|
(2.4
|
)
|
||||
Projected benefit obligation at December 31,
|
693.6
|
|
|
662.7
|
|
|
22.5
|
|
|
19.6
|
|
||||
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at January 1,
|
518.9
|
|
|
570.1
|
|
|
18.9
|
|
|
20.8
|
|
||||
Actual return on plan assets
|
31.7
|
|
|
(5.3
|
)
|
|
1.2
|
|
|
(0.2
|
)
|
||||
Employer contributions
|
5.2
|
|
|
4.3
|
|
|
2.6
|
|
|
1.8
|
|
||||
Plan participants' contributions
|
—
|
|
|
—
|
|
|
0.6
|
|
|
0.6
|
|
||||
Foreign currency exchange rate changes
|
1.3
|
|
|
(8.8
|
)
|
|
—
|
|
|
—
|
|
||||
Other disbursements
|
—
|
|
|
—
|
|
|
(3.5
|
)
|
|
(1.7
|
)
|
||||
Benefits paid
|
(41.8
|
)
|
|
(41.4
|
)
|
|
(3.2
|
)
|
|
(2.4
|
)
|
||||
Fair value of plan assets at December 31,
|
515.3
|
|
|
518.9
|
|
|
16.6
|
|
|
18.9
|
|
||||
Funded status of plan
|
$
|
(178.3
|
)
|
|
$
|
(143.8
|
)
|
|
$
|
(5.9
|
)
|
|
$
|
(0.7
|
)
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
(In millions)
|
||||||||||||||
Amounts recognized in the statements of financial position consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Noncurrent assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.5
|
|
Current liabilities
|
|
(4.2
|
)
|
|
(4.2
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
||||
Long-term liabilities
|
|
(174.1
|
)
|
|
(139.6
|
)
|
|
(5.7
|
)
|
|
(2.0
|
)
|
||||
Net amount recognized
|
|
$
|
(178.3
|
)
|
|
$
|
(143.8
|
)
|
|
$
|
(5.9
|
)
|
|
$
|
(0.7
|
)
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
(In millions)
|
||||||||||||||
Prior service cost, net of accumulated taxes of $3.4 and $3.6 in 2016 and 2015, respectively, for pension benefits and $(1.2) and $(1.6) in 2016 and 2015, respectively, for other benefits
|
|
$
|
5.6
|
|
|
$
|
6.1
|
|
|
$
|
(2.1
|
)
|
|
$
|
(2.8
|
)
|
Net actuarial loss, net of accumulated taxes of $143.5 and $132.6 in 2016 and 2015, respectively, for pension benefits and $5.0 and $3.6 in 2016 and 2015, respectively, for other benefits
|
|
254.1
|
|
|
236.4
|
|
|
8.3
|
|
|
6.1
|
|
||||
Accumulated other comprehensive loss
|
|
$
|
259.7
|
|
|
$
|
242.5
|
|
|
$
|
6.2
|
|
|
$
|
3.3
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
(In millions)
|
||||||||||||||
Amounts arising during the period:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net actuarial loss (gain), net of taxes of $15.9 and $(6.7) in 2016 and 2015, respectively, for pension benefits and $1.6 and $1.2 in 2016 and 2015, respectively, for other benefits
|
|
$
|
26.0
|
|
|
$
|
(8.4
|
)
|
|
$
|
2.7
|
|
|
$
|
1.9
|
|
Foreign currency exchange rate gain, net of taxes of $0.1 and $(0.3) in 2016 and 2015, respectively, for pension benefits and $0.0 and $(0.1) in 2016 and 2015, respectively, for other benefits
|
|
0.1
|
|
|
(0.6
|
)
|
|
0.1
|
|
|
(0.3
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Amounts recognized in net periodic benefit cost during the period:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Recognized actuarial loss, net of taxes of $(5.1) and $(5.9) in 2016 and 2015, respectively, for pension benefits and $(0.3) and $(0.2) in 2016 and 2015, respectively, for other benefits
|
|
(8.5
|
)
|
|
(9.9
|
)
|
|
(0.5
|
)
|
|
(0.4
|
)
|
||||
Amortization of prior service cost, net of taxes of $(0.3) 2016 and 2015, for pension benefits and $0.4 in 2016 and 2015 for other benefits
|
|
(0.5
|
)
|
|
(0.6
|
)
|
|
0.7
|
|
|
0.8
|
|
||||
Total recognized in other comprehensive income
|
|
$
|
17.1
|
|
|
$
|
(19.5
|
)
|
|
$
|
3.0
|
|
|
$
|
2.0
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Service cost
|
$
|
3.6
|
|
|
$
|
4.2
|
|
|
$
|
4.5
|
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
Interest cost
|
31.3
|
|
|
30.4
|
|
|
31.1
|
|
|
0.8
|
|
|
0.7
|
|
|
0.8
|
|
||||||
Expected return on plan assets
|
(37.6
|
)
|
|
(39.6
|
)
|
|
(39.7
|
)
|
|
(1.4
|
)
|
|
(1.5
|
)
|
|
(1.6
|
)
|
||||||
Amortization of prior service cost
|
0.8
|
|
|
0.9
|
|
|
0.8
|
|
|
(1.1
|
)
|
|
(1.2
|
)
|
|
0.6
|
|
||||||
Recognized actuarial loss (gain)
|
13.6
|
|
|
15.8
|
|
|
12.9
|
|
|
0.8
|
|
|
0.6
|
|
|
(1.2
|
)
|
||||||
Total net periodic benefit cost (income)
|
$
|
11.7
|
|
|
$
|
11.7
|
|
|
$
|
9.6
|
|
|
$
|
(0.6
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
(1.1
|
)
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||
|
|
(In millions)
|
||||||
Actuarial loss, net of taxes of $5.8 for pension benefits and $0.5 for other benefits
|
|
$
|
9.6
|
|
|
$
|
0.8
|
|
Prior service cost, net of taxes of $0.2 for pension benefits and $(0.4) for other benefits
|
|
$
|
0.4
|
|
|
$
|
(0.6
|
)
|
Weighted-average assumptions used to determine benefit obligations at December 31,
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|||||
Discount rate
|
|
4.23
|
%
|
|
4.86
|
%
|
|
3.98
|
%
|
|
4.39
|
%
|
Rate of compensation increase
|
|
4.80
|
%
|
|
4.71
|
%
|
|
N/A
|
|
|
N/A
|
|
Weighted-average assumptions used to determine net periodic benefit cost at December 31,
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|||||||
Discount rate
|
|
4.86
|
%
|
|
4.26
|
%
|
|
5.07
|
%
|
|
4.39
|
%
|
|
4.05
|
%
|
|
4.49
|
%
|
Expected return on plan assets
|
|
7.14
|
%
|
|
7.44
|
%
|
|
7.43
|
%
|
|
7.25
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
Rate of compensation increase
|
|
4.80
|
%
|
|
4.71
|
%
|
|
3.34
|
%
|
|
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
|
|
$
|
1.7
|
|
|
$
|
(1.5
|
)
|
Years ending December 31,
|
|
U.S. Defined Benefit Plans
|
|
Non-U.S. Defined Benefit Plans
|
|
Other Benefit Plans
|
||||||
|
|
(In millions)
|
||||||||||
2017
|
|
$
|
41.5
|
|
|
$
|
1.8
|
|
|
$
|
1.9
|
|
2018
|
|
$
|
42.1
|
|
|
$
|
1.8
|
|
|
$
|
1.8
|
|
2019
|
|
$
|
42.0
|
|
|
$
|
1.9
|
|
|
$
|
1.8
|
|
2020
|
|
$
|
43.0
|
|
|
$
|
1.9
|
|
|
$
|
1.9
|
|
2021
|
|
$
|
43.0
|
|
|
$
|
2.0
|
|
|
$
|
1.9
|
|
Next five fiscal years to December 31, 2026
|
|
$
|
206.8
|
|
|
$
|
11.3
|
|
|
$
|
9.2
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using:
|
|||||||||||
Description
|
|
|
Fair Value at December 31, 2016
|
|
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)
|
|
$
|
128.1
|
|
|
$
|
128.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Small- and Mid-Cap Equity
|
(1)
|
|
31.4
|
|
|
31.4
|
|
|
—
|
|
|
—
|
|
||||
International Equity
|
(1) (2)
|
|
80.8
|
|
|
15.6
|
|
|
65.2
|
|
|
—
|
|
||||
Fixed Income
|
(2)
|
|
174.2
|
|
|
—
|
|
|
174.2
|
|
|
—
|
|
||||
Private Equity
|
(3)
|
|
33.5
|
|
|
—
|
|
|
—
|
|
|
33.5
|
|
||||
Hedge Funds
|
(4)
|
|
33.7
|
|
|
—
|
|
|
—
|
|
|
33.7
|
|
||||
Real Assets
|
(5)
|
|
19.3
|
|
|
—
|
|
|
—
|
|
|
19.3
|
|
||||
Cash
|
(1)
|
|
14.3
|
|
|
14.3
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
|
$
|
515.3
|
|
|
$
|
189.4
|
|
|
$
|
239.4
|
|
|
$
|
86.5
|
|
(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, 2016
, we had
$12.3 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)
|
The fair value of Real Assets are 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, 2016
, we had
$0.5 million
of remaining commitments related to the real asset investments.
|
|
Private Equity
|
|
Hedge Funds
|
|
Real Assets
|
||||||
|
(In millions)
|
||||||||||
Balance at December 31, 2015
|
$
|
41.9
|
|
|
$
|
54.0
|
|
|
$
|
17.4
|
|
Return on plan assets:
|
|
|
|
|
|
|
|
|
|||
Unrealized
|
0.2
|
|
|
0.5
|
|
|
0.7
|
|
|||
Realized
|
1.0
|
|
|
—
|
|
|
0.1
|
|
|||
Purchases
|
1.7
|
|
|
—
|
|
|
2.0
|
|
|||
Sales
|
(11.3
|
)
|
|
(20.8
|
)
|
|
(0.9
|
)
|
|||
Balance at December 31, 2016
|
$
|
33.5
|
|
|
$
|
33.7
|
|
|
$
|
19.3
|
|
(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.
|
(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)
|
The fair value of Real Assets are 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.
|
|
Range
|
|
Actual
|
||||||
USRIP
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||
Large-Cap Equity
|
15% - 40%
|
|
15% - 40%
|
|
27.3
|
%
|
|
25.9
|
%
|
Small- and Mid-Cap Equity
|
0% - 15%
|
|
0% - 15%
|
|
6.7
|
%
|
|
6.1
|
%
|
International Equity
|
10% - 30%
|
|
10% - 30%
|
|
12.3
|
%
|
|
12.0
|
%
|
Private Equity
|
2% - 10%
|
|
2% - 10%
|
|
7.2
|
%
|
|
8.8
|
%
|
Hedge Funds
|
0% - 10%
|
|
0% - 10%
|
|
7.2
|
%
|
|
11.4
|
%
|
Real Assets
|
2% - 10%
|
|
2% - 10%
|
|
4.1
|
%
|
|
3.7
|
%
|
Fixed Income
|
20% - 55%
|
|
20% - 55%
|
|
32.3
|
%
|
|
29.7
|
%
|
Cash
|
0% - 15%
|
|
0% - 15%
|
|
2.9
|
%
|
|
2.4
|
%
|
•
|
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. This trust was terminated in 2016 as the obligations noted above were satisfied.
|
•
|
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, 2015
|
$
|
(237.4
|
)
|
|
$
|
(245.8
|
)
|
|
$
|
(1.6
|
)
|
|
$
|
(484.8
|
)
|
Other comprehensive income before reclassifications
|
(24.6
|
)
|
|
(28.9
|
)
|
|
0.6
|
|
|
(52.9
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
8.8
|
|
|
—
|
|
|
8.8
|
|
||||
Net current-period other comprehensive income
|
(24.6
|
)
|
|
(20.1
|
)
|
|
0.6
|
|
|
(44.1
|
)
|
||||
Balance, December 31, 2016
|
$
|
(262.0
|
)
|
|
$
|
(265.9
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
(528.9
|
)
|
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
|
|
(14.4
|
)
|
|
(1)
|
|
|
|
(14.1
|
)
|
|
Total before tax
|
|
|
|
5.3
|
|
|
Tax benefit
|
|
|
|
$
|
(8.8
|
)
|
|
Net of tax
|
(1)
|
These accumulated other comprehensive income components are included in the computation of net periodic pension cost (See Note 10 Benefit Plans for additional details).
|
•
|
U.S. Information Solutions
|
•
|
International
|
•
|
Workforce Solutions
|
•
|
Global Consumer Solutions
|
|
|
Twelve Months Ended
December 31,
|
||||||||||
Operating revenue:
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
U.S. Information Solutions
|
|
$
|
1,236.5
|
|
|
$
|
1,171.3
|
|
|
$
|
1,079.9
|
|
International
|
|
803.6
|
|
|
568.5
|
|
|
572.2
|
|
|||
Workforce Solutions
|
|
702.2
|
|
|
577.7
|
|
|
490.1
|
|
|||
Global Consumer Solutions
|
|
402.6
|
|
|
346.1
|
|
|
294.2
|
|
|||
Total operating revenue
|
|
$
|
3,144.9
|
|
|
$
|
2,663.6
|
|
|
$
|
2,436.4
|
|
|
|
Twelve Months Ended
December 31, |
||||||||||
Operating income:
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
U.S. Information Solutions
|
|
$
|
537.0
|
|
|
$
|
491.2
|
|
|
$
|
421.0
|
|
International
|
|
111.4
|
|
|
113.5
|
|
|
121.0
|
|
|||
Workforce Solutions
|
|
295.5
|
|
|
218.8
|
|
|
160.7
|
|
|||
Global Consumer Solutions
|
|
112.4
|
|
|
95.2
|
|
|
93.4
|
|
|||
General Corporate Expense
|
|
(238.4
|
)
|
|
(224.8
|
)
|
|
(157.9
|
)
|
|||
Total operating income
|
|
$
|
817.9
|
|
|
$
|
693.9
|
|
|
$
|
638.2
|
|
|
|
December 31,
|
||||||
Total assets:
|
|
2016
|
|
2015
|
||||
|
|
(In millions)
|
||||||
U.S. Information Solutions
|
|
$
|
1,824.0
|
|
|
$
|
1,869.6
|
|
International
|
|
2,932.5
|
|
|
844.5
|
|
||
Workforce Solutions
|
|
1,337.0
|
|
|
1,268.5
|
|
||
Global Consumer Solutions
|
|
193.7
|
|
|
197.9
|
|
||
General Corporate
|
|
376.8
|
|
|
321.0
|
|
||
Total assets
|
|
$
|
6,664.0
|
|
|
$
|
4,501.5
|
|
|
|
Twelve Months Ended
December 31, |
||||||||||
Depreciation and amortization expense:
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
U.S. Information Solutions
|
|
$
|
82.1
|
|
|
$
|
83.3
|
|
|
$
|
86.7
|
|
International
|
|
101.6
|
|
|
40.1
|
|
|
44.2
|
|
|||
Workforce Solutions
|
|
42.7
|
|
|
42.0
|
|
|
42.6
|
|
|||
Global Consumer Solutions
|
|
9.6
|
|
|
9.4
|
|
|
8.2
|
|
|||
General Corporate
|
|
29.4
|
|
|
23.2
|
|
|
20.1
|
|
|||
Total depreciation and amortization expense
|
|
$
|
265.4
|
|
|
$
|
198.0
|
|
|
$
|
201.8
|
|
|
|
Twelve Months Ended
December 31, |
||||||||||
Capital expenditures:
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In millions)
|
||||||||||
U.S. Information Solutions
|
|
$
|
19.1
|
|
|
$
|
21.9
|
|
|
$
|
16.6
|
|
International
|
|
50.3
|
|
|
25.7
|
|
|
15.2
|
|
|||
Workforce Solutions
|
|
22.2
|
|
|
22.1
|
|
|
13.1
|
|
|||
Global Consumer Solutions
|
|
12.3
|
|
|
11.2
|
|
|
9.2
|
|
|||
General Corporate
|
|
87.6
|
|
|
69.8
|
|
|
32.3
|
|
|||
Total capital expenditures*
|
|
$
|
191.5
|
|
|
$
|
150.7
|
|
|
$
|
86.4
|
|
|
|
Twelve Months Ended
December 31, |
|||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
|
|
|
|
|
(In millions)
|
|
|
|
|
|||||||||||
Operating revenue (based on location of customer):
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||||||
U.S.
|
|
$
|
2,290.9
|
|
|
73
|
%
|
|
$
|
2,041.7
|
|
|
77
|
%
|
|
$
|
1,810.2
|
|
|
74
|
%
|
U.K.
|
|
232.1
|
|
|
7
|
%
|
|
224.1
|
|
|
8
|
%
|
|
217.0
|
|
|
9
|
%
|
|||
Australia
|
|
214.3
|
|
|
7
|
%
|
|
5.0
|
|
|
nm
|
|
|
2.9
|
|
|
nm
|
|
|||
Canada
|
|
134.3
|
|
|
4
|
%
|
|
135.5
|
|
|
5
|
%
|
|
154.2
|
|
|
6
|
%
|
|||
Other
|
|
273.3
|
|
|
9
|
%
|
|
257.3
|
|
|
10
|
%
|
|
252.1
|
|
|
11
|
%
|
|||
Total operating revenue
|
|
$
|
3,144.9
|
|
|
100
|
%
|
|
$
|
2,663.6
|
|
|
100
|
%
|
|
$
|
2,436.4
|
|
|
100
|
%
|
|
|
December 31,
|
||||||||||||
|
|
2016
|
|
2015
|
||||||||||
|
|
|
|
(In millions)
|
|
|
||||||||
Long-lived assets:
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
U.S.
|
|
$
|
3,282.5
|
|
|
55
|
%
|
|
$
|
3,248.3
|
|
|
82
|
%
|
U.K.
|
|
278.1
|
|
|
5
|
%
|
|
350.2
|
|
|
9
|
%
|
||
Australia
|
|
2,061.7
|
|
|
34
|
%
|
|
2.9
|
|
|
nm
|
|
||
Canada
|
|
52.4
|
|
|
1
|
%
|
|
45.5
|
|
|
1
|
%
|
||
Other
|
|
316.4
|
|
|
5
|
%
|
|
300.5
|
|
|
8
|
%
|
||
Total long-lived assets
|
|
$
|
5,991.1
|
|
|
100
|
%
|
|
$
|
3,947.4
|
|
|
100
|
%
|
|
|
Three Months Ended
|
||||||||||||||
2016
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
|
|
(In millions, except per share data)
|
||||||||||||||
Operating revenue
|
|
$
|
728.3
|
|
|
$
|
811.3
|
|
|
$
|
804.1
|
|
|
$
|
801.1
|
|
Operating income
|
|
$
|
176.2
|
|
|
$
|
225.7
|
|
|
$
|
212.1
|
|
|
$
|
203.9
|
|
Consolidated net income
|
|
$
|
102.4
|
|
|
$
|
133.0
|
|
|
$
|
134.9
|
|
|
$
|
124.8
|
|
Net income attributable to Equifax
|
|
$
|
102.1
|
|
|
$
|
130.9
|
|
|
$
|
132.8
|
|
|
$
|
123.0
|
|
Basic earnings per share*
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income attributable to Equifax
|
|
$
|
0.86
|
|
|
$
|
1.10
|
|
|
$
|
1.11
|
|
|
$
|
1.03
|
|
Diluted earnings per share*
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income attributable to Equifax
|
|
$
|
0.85
|
|
|
$
|
1.08
|
|
|
$
|
1.09
|
|
|
$
|
1.01
|
|
|
|
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
|
|
*
|
The sum of the quarterly EPS does not equal the annual EPS due to changes in the weighted-average shares between periods. Other amounts may not equal the annual total due to rounding between periods.
|
•
|
For the year ended December 31, 2016, we recorded
$40.2 million
(
$28.2 million
, net of tax) for Veda acquisition related amounts. Of this amount,
$30.1 million
relates to transaction and integration costs in operating income,
$9.2 million
is recorded in other income and is the impact of foreign currency changes on the transaction structure, including the economic hedges, and
$0.7 million
is recorded in interest expense. See Note 3 of the Notes to Consolidated Financial Statements.
|
•
|
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. See Note 12 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. See Note 2 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, 2016
and
2015
;
|
•
|
Consolidated Statements of Income for the Years Ended
December 31, 2016
,
2015
and
2014
;
|
•
|
Consolidated Statements of Comprehensive Income for the Years Ended
December 31, 2016
,
2015
and
2014
;
|
•
|
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2016
,
2015
and
2014
;
|
•
|
Consolidated Statements of Shareholders’ Equity and Other Comprehensive Income for the Years Ended
December 31, 2016
,
2015
and
2014
; 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/ G. THOMAS HOUGH
|
|
G. Thomas Hough
|
|
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/ ELANE B. STOCK
|
|
Elane B. Stock
|
|
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 3.1 to Equifax's Form 8-K filed February 21, 2017).
|
|
|
|
|
|
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).
|
4.7
|
|
Indenture, dated as of May 12, 2016, between Equifax Inc. and U.S. Bank National Association, as Trustree (incorporated by reference to Exhibit 4.1 to Equifax's Form 8-K filed May 12, 2016).
|
4.8
|
|
First Supplemental Indenture, dated as of May 12, 2016, between Equifax Inc. and U.S. Bank National Association, as Trustee, including the form of 2021 Note as Exhibit A (incorporated by reference to Exhibit 4.2 to Equifax’s Form 8-K filed May 12, 2016).
|
4.9
|
|
Second Supplemental Indenture, dated as of May 12, 2016, between Equifax Inc. and U.S. Bank National Association, as Trustee, including the form of 2026 Note as Exhibit A (incorporated by reference to Exhibit 4.3 to Equifax’s Form 8-K filed May 12, 2016).
|
|
|
|
|
|
Except as set forth in the preceding Exhibits 4.1 through 4.9, 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 Change in Control Agreement adopted in 2008 (Tier I or Tier II) (incorporated by reference to Exhibit 10.3 to Equifax’s Form 8-K filed September 26, 2008).
|
10.3
|
|
Form of Change in Control Agreement adopted in 2013 (Tier I or Tier II) (incorporated by reference to Exhibit 10.2 to Equifax’s Form 10-K filed February 22, 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
|
|
Supplemental Retirement Plan for Executives of Equifax Inc. (incorporated by reference to Exhibit 10.6(a) to Equifax’s Form 10-K filed February 24, 2016).
|
10.7
|
|
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).
|
10.8
|
|
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).
|
10.9
|
|
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).
|
10.10
|
|
Form of Non-Qualified Stock Option Agreement (Senior Leadership Team) under the Equifax Inc. Amended and Restated 2008 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.9 to Equifax's form 10-K filed February 22, 2013).
|
10.11
|
|
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).
|
10.12
|
|
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).
|
10.13
|
|
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).
|
10.14
|
|
Form of Non-Employee Director Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.17 to Equifax’s Form 10-K filed February 26, 2009).
|
10.15
|
|
Form of Total Share Return Performance Share Award Agreement (Senior Leadership Team) 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).
|
10.16
|
|
Form of Total Share Return Performance Share Award Agreement (CEO) 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).
|
10.17
|
|
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).
|
10.18
|
|
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).
|
10.19
|
|
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).
|
10.20
|
|
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).
|
10.21
|
|
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).
|
10.22
|
|
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).
|
10.23*
|
|
Equifax Inc. Director and Executive Stock Deferral Plan, as amended and restated effective January 1, 2015, as amended.
|
10.24
|
|
Equifax 2005 Executive Deferred Compensation Plan, as amended and restated effective January 1, 2015 (incorporated by reference to Exhibit 10.1 to Equifax’s Form 10-Q filed July 28, 2016).
|
10.25
|
|
Amendment No. 1 to Equifax 2005 Executive Deferred Compensation Plan, effective January 1, 2016 (incorporated by reference to Exhibit 10.2 to Equifax’s Form 10-Q filed July 28, 2016).
|
10.26
|
|
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).
|
10.27
|
|
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).
|
10.28
|
|
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).
|
|
|
|
|
|
Material Contracts
|
|
|
|
10.29
|
|
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).
|
10.30
|
|
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).
|
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
|
|
$
|
7.5
|
|
|
$
|
2.2
|
|
|
$
|
—
|
|
|
$
|
(1.9
|
)
|
|
$
|
7.8
|
|
Deferred income tax asset valuation allowance
|
|
222.9
|
|
|
(233.7
|
)
|
|
23.8
|
|
|
294.3
|
|
|
307.3
|
|
|||||
|
|
$
|
230.4
|
|
|
$
|
(231.5
|
)
|
|
$
|
23.8
|
|
|
$
|
292.4
|
|
|
$
|
315.1
|
|
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
|
|
Name of Subsidiary
|
|
State or
Country of
Incorporation
|
|
|
|
Anakam, Inc.
|
|
Delaware
|
|
|
|
Anakam Information Solutions, LLC
(24)
|
|
Delaware
|
|
|
|
Apac BizInfo Pte Limited
(48)
|
|
Singapore
|
|
|
|
Austin Consolidated Holdings, Inc.
|
|
Texas
|
|
|
|
Barnett Associates Operations, LLC
(2)
|
|
Missouri
|
|
|
|
Codeset Pty Limited
(43)
|
|
Australia
|
|
|
|
Compliance Data Center LLC
(1)
|
|
Georgia
|
|
|
|
Computer Ventures, Inc.
(1)
|
|
Delaware
|
|
|
|
Corporate Scorecard Limited
(52)
|
|
New Zealand
|
|
|
|
Corporate Scorecard Pty Limited
(38)(41)
|
|
South Australia
|
|
|
|
CreditInfo Services Limited
(42)
|
|
New Zealand
|
|
|
|
Credit Reference Association N.Z. Limited
(42)
|
|
New Zealand
|
|
|
|
DataVision Resources, LLC
(2)
|
|
Iowa
|
|
|
|
EDX Australia Pty Limited
(43)
|
|
Australia
|
|
|
|
EDX Limited
(42)
|
|
New Zealand
|
|
|
|
EDX Software Limited
(42)
|
|
New Zealand
|
|
|
|
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 FZE
(35)
|
|
RAK, Free Trade Zone (UAE)
|
|
|
|
Equifax Analytics Private Limited (f/k/a Net Positive)
(22)
|
|
India
|
|
|
|
Equifax Australia LLC
(18)
|
|
Georgia
|
|
|
|
Equifax Australia Pty. Ltd.
(29)
|
|
Australia
|
|
|
|
Equifax Australia Holdings Pty. Ltd.
(18)
|
|
Australia
|
|
|
|
Equifax Canada Co.
(33)
|
|
Nova Scotia
|
|
|
|
Equifax Canadian Holdings II Co.
(34)
|
|
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 Ltda.
(6)
|
|
Brazil
|
|
|
|
Equifax Ecuador C.A. Buró de Información Crediticia
(19)
|
|
Ecuador
|
|
|
|
Equifax Enterprise Services LLC
|
|
Georgia
|
|
|
|
Equifax EUA Limited
(28)
|
|
United Kingdom
|
|
|
|
Equifax Europe LLC
(23)
|
|
Georgia
|
|
|
|
Equifax Finance (Ireland) Unlimited Company
(28)
|
|
Ireland
|
|
|
|
Equifax Fraude, S.L.
(28)
|
|
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.
(28)
|
|
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. 6) S.À R.L.
(23)
|
|
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 Luxembourg (No. 10) S.À R.L.
(14)
|
|
Luxembourg
|
|
|
|
Equifax Luxembourg (No. 11) S.À R.L.
(28)
|
|
Luxembourg
|
|
|
|
Equifax (NZ) Holdings Pty. Ltd.
(29)
|
|
Australia
|
|
|
|
Equifax New Zealand Holdings
(12)
|
|
New Zealand
|
|
|
|
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)(23)
|
|
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 (Scotland)
|
|
|
|
Equifax UK AH Limited
(27)
|
|
United Kingdom
|
|
|
|
Equifax Uruguay S.A.
(6)
|
|
Uruguay
|
|
|
|
eThority LLC
(2)
|
|
South Carolina
|
|
|
|
Forseva, LLC
(32)
|
|
Delaware
|
|
|
|
Grupo Inffinix, S.A. de C.V.
(53)
|
|
Mexico
|
|
|
|
Inffinix Administración, S.A. de C.V.
(54)
|
|
Mexico
|
|
|
|
Inffinix Assets, S.A. de C.V.
(54)
|
|
Mexico
|
|
|
|
Inffinix Limited
(54)
|
|
Hong Kong
|
|
|
|
Inffinix Software Comercio, Servicios, Importação e Expostação, Ltda.
(54)
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Brazil
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Inffinix Software, S.A. de C.V.
(54)
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Mexico
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Inffinix Software, S.L.
(54)
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Spain
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Infosistemas Financieros, S.A. de C.V.
(54)
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Mexico
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IntelliReal LLC
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Colorado
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Inversiones Equifax de Chile Ltda.
(6)
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Chile
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IXI Corporation
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Delaware
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Kingsway Financial Assessments Pty Limited
(38)
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Australia
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KMS Data Limited
(42)
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New Zealand
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Net Profit, Inc.
(2)
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South Carolina
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Pioneer Holdings Limited
(9)
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Guernsey
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Rapid Reporting Verification Company, LLC
(2)
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Texas
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ReachTEL Pty Limited
(50)
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Australia
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Redbird Insurance, LLC
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Missouri
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Sawfish Limited
(20)
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United Kingdom
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Secure Sentinel (NZ) Ltd
(32)
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New Zealand
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Secure Sentinel Pty Limited
(43)
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Australia
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Servicios Equifax Chile Ltda.
(7)
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Chile
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Spire Australia Holdings Pty Limited
(38)
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Australia
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Superannuation Search Pty Limited
(38)
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Australia
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TALX Corporation
(8)
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Missouri
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TALX UCM Services, Inc.
(2)
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Missouri
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TDX Australia Pty Limited
(20)
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Australia
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TDX Group Limited
(31)
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United Kingdom
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TDX Indigo Iberia SL
(20)
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Spain
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TDX Industry Solutions Limited
(30)
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United Kingdom
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TDX Latin America SAC
(20)
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Peru
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The Prospect Shot Pty Limited
(47)
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Australia
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TrustedID, Inc.
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Delaware
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VA Australia Finance Pty Limited
(36)
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Australia
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VA (NZ) Holdings Ltd.
(52)
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New Zealand
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Veda Advantage (Australia) Pty Limited
(47)
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Australia
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Veda Advantage Decision Solutions (NZ) Limited
(39)
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New Zealand
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Veda Advantage Decision Solutions Pty Limited
(45)
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Australia
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Veda Advantage General Custodian Company Pty Limited
(38)
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Australia
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Veda Advantage Holdings (NZ) Limited
(39)
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New Zealand
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Veda Advantage Information Services and Solutions Limited
(38)
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Australia
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Veda Advantage Pty Limited
(37)
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Australia
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Veda Advantage Investments (Asia) Limited
(42)
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New Zealand
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Veda Advantage Lending Solutions (Australia) Pty Limited
(37)
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Australia
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Veda Advantage (NZ) Limited
(42)
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New Zealand
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Veda Advantage Software Solutions Pty Limited
(43)
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Australia
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Veda Advantage Solutions Group Pty Limited
(38)
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Australia
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Veda Advantage Value Solutions Pty Limited
(46)
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Australia
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Veda Fraud Solutions Pty Limited
(38)
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Australia
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Veda Group Pty Limited
(26)
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Australia
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Verdad Informatica de Costa Rica, S.A.
(17)
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Costa Rica
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Verify Holdings Australia Pty Limited
(43)
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Australia
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ZIP ID Holdings Pty Ltd
(38)
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Australia
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ZIP ID Pty Ltd
(40)
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Australia
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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. 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);
|
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. 33-71200);
|
5.
|
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);
|
6.
|
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);
|
7.
|
Registration Statement on Form S-8 pertaining to the Equifax Inc. Non-Employee Director Stock Option Plan (File No. 333-68421);
|
8.
|
Registration Statement on Form S-8 pertaining to the Equifax Inc. 1995 Employee Stock Incentive Plan (File No. 333-68477);
|
9.
|
Registration Statement on Form S-8 pertaining to the Equifax Inc. 2000 Stock Incentive Plan (File No. 333-48702);
|
10.
|
Registration Statement on Form S-8 pertaining to the Equifax Inc. 401(k) Plan (File No. 333-97875);
|
11.
|
Registration Statement on Form S-3 pertaining to the acquisition of Commercial Data Center (File No. 333-54764);
|
12.
|
Registration Statement on Form S-8 pertaining to the Equifax Director and Executive Stock Deferral Plan (File No. 333-110411);
|
13.
|
Registration Statement on Form S-8 pertaining to the Equifax Inc. Non-Employee Director Stock Option Plan (File No. 333-116185);
|
14.
|
Registration Statement on Form S-8 pertaining to the Equifax Inc. 2001 Nonqualified Stock Incentive Plan (File No. 333-116186);
|
15.
|
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);
|
16.
|
Registration Statement on Form S-8 pertaining to the Equifax Inc. Director Deferred Compensation Plan (File No. 333-140360);
|
17.
|
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);
|
18.
|
Registration Statement on Form S-8 pertaining to the Equifax Inc. 2008 Omnibus Incentive Plan (File No. 333-152617);
|
19.
|
Registration Statement on Form S-8 pertaining to the amended and restated Equifax Inc. 2008 Omnibus Incentive Plan equity securities (File No. 333-190190); and
|
20.
|
Registration Statement on Form S-3ASR pertaining to the shelf registration of Equifax Inc. debt and equity securities (File No. 333-210962)
|
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 22, 2017
|
/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 22, 2017
|
/s/ John W. Gamble, Jr.
|
|
John W. Gamble, Jr.
|
|
Chief Financial Officer
|
Date: February 22, 2017
|
/s/ Richard F. Smith
|
|
Richard F. Smith
|
|
Chairman and Chief Executive Officer
|
Date: February 22, 2017
|
/s/ John W. Gamble, Jr.
|
|
John W. Gamble, Jr.
|
|
Chief Financial Officer
|