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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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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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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Emerging growth company
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Page
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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, analytical services, portfolio management services, mortgage reporting and marketing services.
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International
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provides products and services similar to those available in the USIS operating segment but with variations by geographic region. We also provide information, technology and services to support debt collections and recovery management. This operating segment is comprised of our Canada, Europe, Latin America and Asia-Pacific business units.
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Workforce Solutions
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provides services enabling customers to verify income and employment (Verification Services) of people in the U.S., as well as providing our customers services to outsource and automate the performance of certain payroll-related and human resource management business processes, including unemployment claims management, tax credits and incentives and I-9 and W-2 form management services and services to allow employers to ensure compliance with the Affordable Care Act (Employer Services). Workforce Solutions is in the process of establishing Verifications Services operations in Canada and Australia.
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Global Consumer Solutions
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provides products to consumers in the U.S., Canada and the U.K., enabling them to understand and monitor their credit and monitor and help protect their identity. We also sell consumer credit information to resellers who combine our information with other information to provide direct-to-consumer monitoring, reports and scores.
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Lead our industry in data security.
Building on the progress we made following the 2017 cybersecurity incident, we are focused on becoming a leader in our industry in the effectiveness of our data and technology security practices. This includes building an Equifax culture that considers data and technology security, and more broadly risk management, as a primary requirement in all decisions. This also includes the extensive use of advanced data and technology security tools, techniques, services and processes in order to enhance our ability to protect the information with which we are entrusted from fraudulent access.
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Transform our technology.
We plan to rebuild our technology infrastructure, accelerate our migration to a public cloud environment, employ virtual private cloud deployment techniques, and rationalize and rebuild our application portfolio using cloud-focused services. This technology transformation is a significant enabler to our goal of leading our industry in data and technology security capability. Our goal is to deliver market-leading capabilities to our customers in terms of speed of bringing new products and services to market; ease of customer and partner implementation and integration; ease of consumer access to and interaction with Equifax, our systems and data; system resiliency and uptime; and ultimately cost to serve. We are approximately one year into our multi-year technology transformation, which is already broadly impacting our internal and external information technology systems.
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Lead in data and analytics, to develop unparalleled analytical insights leveraging Equifax’s unique data.
We use proprietary advanced analytical platforms, including capabilities in machine learning and advanced visualization tools, to leverage our unique data to develop leading analytical insights that enhance the precision of our customers’ decisioning activities. We strive to continue to advance these capabilities through ongoing data monetization activities, the acquisition of distinctive and differentiated assets, and continued advancement of capabilities in artificial intelligence and machine learning. As part of our technology transformation, we are investing to simplify our customers’ access to our leading analytical platforms, in order to speed the development of unique insights and the conversion of these insights into new products and services consumable by our customers through our delivery platforms.
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Improve the consumer user experience.
Equifax understands the importance of providing consumers with user-friendly capabilities to see, understand and question their consumer credit file and information. As part of our technology transformation, we are rebuilding our digital and call center technology infrastructure to provide an experience focused on making consumers’ interactions with Equifax as effective and efficient as possible.
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Foster a culture of customer centricity.
We are focused on building a culture in which the customer is at the center of our decision processes, and we exceed customer expectations by delivering solutions with speed, flexibility, stability and performance. Our focus on customer centricity will enable us to be more proactive in solving problems better and faster for customers while delivering enhanced operational readiness to provide a better customer experience.
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Deliver growth while enhancing profitability and shareholder returns.
We strive to accelerate innovation through expanded customer focus and collaboration. We intend to leverage our unique data assets and capabilities, as well as customer expertise and data and technology assets, to help us jointly create high-value analytical products and services targeted at a broader range of customer needs. We seek to expand partnerships in order to further broaden the key customer domains and verticals that our products and services are able to serve.
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Build a world-class Equifax team by investing in talent to drive our strategy and promote a culture of innovation.
We attract top talent by providing opportunities to grow and lead within our company. We regularly undertake 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. Mortgage and auto resellers are excluded from this category as they are included within their respective categories above.
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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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•
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Competition for our credit information solutions and direct-to-consumer 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 information solutions. In the U.S., LifeLock is a national provider of personal identity theft protection service. Also, there are competitors offering free credit scores including Credit Karma in the U.S. and the U.K., ClearScore in the U.K., and Credit Simple and Credit Savvy in Australia. 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. Our differentiators include our unique data assets, decisioning technology and the features and functionality of our analytical capabilities. We emphasize our 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.
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Competition in the Verification Services market includes employers who manage verifications in-house, lenders who obtain verifications directly from employers, and other online and offline verification companies, such as CCC Verify, Thomas & Company, First Advantage and Employers Edge. 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 other third-party outsourced providers like Corporate Cost Control, Thomas & Company, and Employers Edge; human resources (“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 PwC and EY; 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.
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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 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, freeze 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 and free credit freezes. 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 - Title X of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) created the CFPB. The Dodd-Frank Act provides the CFPB with examination and supervisory authority over CRAs, including us. The Dodd-Frank Act prohibits unfair, deceptive or abusive acts or practices (“UDAAP”) with respect to consumer financial services practices and provides the CFPB with enforcement authority to enforce those provisions. 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 known 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. Under the FTC Act, the Federal Trade Commission’s jurisdiction includes oversight of the security measures we employ to safeguard the personal data of consumers. Allegations that we failed to safeguard or handle such data in a compliant manner 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. Regulatory enforcement of the GLBA is under the purview of the FTC, the CFPB, 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. Consumers can sue to recover the greater of the amount paid or actual damages, punitive damages, costs, and attorney’s fees for violations of CROA.
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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 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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A majority of states have adopted versions of data security breach laws that require notification of affected consumers and potentially regulators in the event of a breach of personal information. A subset of these laws and other state data security laws require the implementation of data security measures as well. State attorneys general can enforce such state laws and can seek equitable as well as monetary remedies and in some cases private rights of action are permitted by such laws.
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The New York State Department of Financial Services (“NYDFS”) has enacted regulatory requirements applicable to CRAs that require registration with that agency, prohibit unfair and deceptive consumer practices and require compliance with significant portions of the NYDFS cybersecurity rules.
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We may also become subject to and affected by new and proposed state privacy laws such as the California Consumer Privacy Act which takes effect in 2020 and which will impose additional data privacy requirements on many businesses operating in the state, including, potentially, with respect to employee data in addition to consumer data. A number of states, such as Maryland, Massachusetts and Washington, appear to be following California’s lead and have introduced comprehensive data privacy legislation modeled after the California Consumer Privacy Act or the European General Data Protection Regulation.
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State banking and financial services regulatory agencies have asserted either express or implied authority under applicable state laws to examine us as a third-party service provider to financial institutions, and in certain cases to bring enforcement actions against us. Generally, such examinations, and related enforcement actions, are focused on assessing our safety and soundness in support of financial institutions we serve.
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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 acts and various employment laws. We continuously monitor legislative and regulatory activities that involve credit reporting, data privacy, security and other relevant issues 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, the integrity of the U.K. financial system, and effective competition in the interests of consumers. The FCA has significant powers, including the power to regulate conduct related to the marketing of financial products, to 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. Effective December 2019, the FCA framework under which we operate will also include the “senior managers and certification regime” which among other things will allow the FCA to bring an enforcement action directly against designated personnel who do not take reasonable steps to avoid non-compliance. Our core credit reporting (“credit reference”) and debt collections services and recovery management businesses in the U.K. are subject to FCA supervision. In addition to regulation by the FCA, we are also subject to regulation by the U.K. Information Commissioner’s Office, which focuses on upholding information rights in the public interest and the protection of data privacy for individuals.
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In Europe
, we are subject to the European General Data Protection Regulation (“GDPR”). The GDPR establishes multiple data protection requirements that are more specific and comprehensive than those of the U.S. and most
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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. Federally, the Personal Information Protection and Electronic Documents Act (“PIPEDA”) governs the collection, use and disclosure of personal information by organizations in the private sector. It sets out specific obligations with respect to accountability and identifying purposes, consent, collection, use, disclosure, retention, accuracy, safeguards, personal data breach reporting, 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. Canada also has specific credit reporting legislation that is regulated at a provincial level. At present, each province has credit reporting legislation, with the exception of New Brunswick and the Territories (Northwest Territories, Yukon, and Nunavut). Generally speaking, the legislation regulates the contents of credit files, the length of time information can be included on a credit file and who can receive credit reports.
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In Latin America,
data protection and credit reporting laws and regulations vary considerably among 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. In 2018, Ecuador amended a 2017 law relating to the collection of credit data and the operation of a credit bureau within the country allowing the existence of private credit bureaus along with the public credit data registry to be established. Other countries, such as Argentina, Uruguay, Peru, Costa Rica and most recently Brazil have enacted comprehensive data protection legislation similar to the European 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. 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 credit reporting business, Equifax Information Services and Solutions, is a member of an external dispute resolution scheme, the Australian Financial Complaints Authority, 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 Competition and Consumer Commission (“ACCC”) is the agency responsible for enforcing the Competition and Consumer Act of 2010 and related legislation concerning consumer protection and competition. The ACCC has the authority to use a range of actions to ensure compliance with the law, including investigative powers and the ability to seek penalties through litigation and other formal enforcement means.
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. Equifax Australasia Credit Ratings Pty Limited (formerly named 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, and has been approved by the Reserve Bank of New Zealand as a rating agency under section 86 of the Non-bank Deposit Takers Act of 2013. The Australian Securities and Investments Commission (“ASIC”) regulates that business, and has authority to investigate, prosecute, ban individuals, and to seek civil penalties. In addition, in Australia, draft legislation has been released by the Federal Government, mandating the supply by large banks of comprehensive credit information to credit reporting bodies, including Equifax, and imposing certain disclosure, storage and reporting obligations on the credit reporting bodies.
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In New Zealand,
the regulatory framework provides for primary regulation under the Office of the Privacy Commissioner (“NZ OPC”). The NZ OPC investigates complaints relating to the collection, use, holding and disclosure of personal information, both credit-related and non-credit related. The NZ 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 NZ 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
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In India
, various legislation including the Information Technology Act of 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 and in 2018 the Personal Data Protection Bill was released by the Indian government and is expected to be enacted and eventually to impose additional requirements in this area. 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. Russia has also enacted a comprehensive data protection law that is similar to Europe’s approach.
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amendment, enactment or interpretation of laws and regulations that restrict the access and use of personal information and reduce the availability or effectiveness of our solutions or the supply of data available to customers;
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changes in cultural and consumer attitudes in favor of further restrictions on information collection and sharing, which may lead to regulations that prevent full utilization of our solutions;
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failure of data suppliers or customers to comply with laws or regulations, where mutual compliance is required;
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failure of our solutions to comply with current laws and regulations; and
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failure of our solutions to adapt to changes in the regulatory environment in an efficient, cost effective manner.
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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;
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foreign currency changes;
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increased travel, infrastructure, legal and compliance costs of multiple international locations;
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foreign laws and regulatory requirements;
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terrorist activity, natural disasters and other catastrophic events;
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restrictions on the import and export of technologies;
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difficulties in enforcing contracts and collecting accounts receivable;
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longer payment cycles;
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failure to meet quality standards for outsourced work;
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unfavorable tax rules;
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the presence and acceptance of varying level of business corruption in international markets; and
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varying business practices in foreign countries
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Fiscal Year Ended December 31,
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||||||||||||||||
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Initial
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2014
|
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2015
|
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2016
|
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2017
|
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2018
|
||||||
Equifax Inc.
|
100.00
|
|
|
153.68
|
|
|
214.06
|
|
|
226.90
|
|
|
228.22
|
|
|
143.32
|
|
S&P 500 Index
|
100.00
|
|
|
150.51
|
|
|
152.59
|
|
|
169.24
|
|
|
205.24
|
|
|
150.33
|
|
S&P 500 Banks Index (Industry Group)
|
100.00
|
|
|
149.79
|
|
|
148.23
|
|
|
178.13
|
|
|
214.75
|
|
|
148.30
|
|
Period
|
|
Total Number of Shares Purchased (1)
|
|
Average Price Paid Per Share (2)
|
|
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)
|
||||||
October 1 - October 31, 2018
|
|
540
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
590,092,166
|
|
November 1 - November 30, 2018
|
|
295
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
590,092,166
|
|
December 1 - December 31, 2018
|
|
7,044
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
590,092,166
|
|
Total
|
|
7,879
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
590,092,166
|
|
(1)
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The total number of shares purchased includes, if applicable: (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
540
shares for the month of October
2018
,
295
shares for the month of November
2018
and
7,044
shares for the month of December
2018
.
|
(2)
|
Average price paid per share for shares purchased as part of our Program (includes brokerage commissions).
|
(3)
|
We did not repurchase any common shares during the twelve months ended
December 31, 2018
. At
December 31, 2018
, the amount authorized for future share repurchases under the Program was
$590.1 million
.
|
|
Twelve Months Ended
December 31,
|
||||||||||||||||||
|
2018
(1) (2)
|
|
2017
(3) (4)
|
|
2016
(5)
|
|
2015
(6) (7)
|
|
2014
(8)
|
||||||||||
|
(In millions, except per share data)
|
||||||||||||||||||
Summary of Operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenue
|
$
|
3,412.1
|
|
|
$
|
3,362.2
|
|
|
$
|
3,144.9
|
|
|
$
|
2,663.6
|
|
|
$
|
2,436.4
|
|
Operating expenses
|
2,964.1
|
|
|
2,530.5
|
|
|
2,319.8
|
|
|
1,963.6
|
|
|
1,794.5
|
|
|||||
Operating income
|
448.0
|
|
|
831.7
|
|
|
825.1
|
|
|
700.0
|
|
|
641.9
|
|
|||||
Consolidated income from continuing operations
|
306.3
|
|
|
598.0
|
|
|
495.1
|
|
|
434.8
|
|
|
374.0
|
|
|||||
Net income attributable to Equifax
|
$
|
299.8
|
|
|
$
|
587.3
|
|
|
$
|
488.8
|
|
|
$
|
429.1
|
|
|
$
|
367.4
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid to Equifax shareholders
|
$
|
187.9
|
|
|
$
|
187.4
|
|
|
$
|
157.6
|
|
|
$
|
137.8
|
|
|
$
|
121.2
|
|
Diluted earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income attributable to Equifax
|
$
|
2.47
|
|
|
$
|
4.83
|
|
|
$
|
4.04
|
|
|
$
|
3.55
|
|
|
$
|
2.97
|
|
Cash dividends declared per share
|
$
|
1.56
|
|
|
$
|
1.56
|
|
|
$
|
1.32
|
|
|
$
|
1.16
|
|
|
$
|
1.00
|
|
Weighted-average shares outstanding (diluted)
|
121.4
|
|
|
121.5
|
|
|
121.1
|
|
|
120.9
|
|
|
123.5
|
|
|
As of December 31,
|
||||||||||||||||||
|
2018
(1) (2)
|
|
2017
(3) (4)
|
|
2016
(5)
|
|
2015
(6) (7)
|
|
2014
(8)
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
7,153.2
|
|
|
$
|
7,233.4
|
|
|
$
|
6,664.0
|
|
|
$
|
4,501.5
|
|
|
$
|
4,661.0
|
|
Short-term debt and current maturities
|
4.9
|
|
|
965.3
|
|
|
585.4
|
|
|
49.3
|
|
|
380.4
|
|
|||||
Long-term debt, net of current portion
|
2,630.6
|
|
|
1,739.0
|
|
|
2,086.8
|
|
|
1,138.4
|
|
|
1,145.7
|
|
|||||
Total debt, net
|
2,635.5
|
|
|
2,704.3
|
|
|
2,672.2
|
|
|
1,187.7
|
|
|
1,526.1
|
|
|||||
Total equity
|
3,155.7
|
|
|
3,239.0
|
|
|
2,721.3
|
|
|
2,350.4
|
|
|
2,234.6
|
|
(1)
|
During the year ended
December 31, 2018
, the Company recorded
$401.2 million
of pre-tax expenses related to the 2017 cybersecurity incident
and insurance recoveries of
$75.0 million
for net expenses of
$326.2 million
. Costs related to the 2017 cybersecurity incident are defined as incremental costs to transform our information technology infrastructure and data security; legal fees and professional services costs to investigate the 2017 cybersecurity incident and respond to legal, government and regulatory claims; as well as costs to provide the free product and related support to the consumer.
|
(2)
|
During the fourth quarter of 2018, we recorded a restructuring charge of
$46.1 million
all of which is recorded in selling, general, and administrative expenses in our Consolidated Statements of Income. The restructuring charge primarily relates to a reduction in headcount to support the Company’s strategic objectives and increase the integration of our global operations. For additional information, see Note 11 of the Notes to the Consolidated Financial Statements in this report.
|
(3)
|
During the year ended
December 31, 2017
, the Company recorded
$164.0 million
of pre-tax expenses related to the 2017 cybersecurity incident
and insurance recoveries of
$50.0 million
for net expenses of
$114.0 million
. Expenses include costs to investigate and remediate the 2017 cybersecurity incident and legal and other professional services related thereto, all of which were expensed as incurred. Additionally, as a result of the 2017 cybersecurity incident, we offered free credit file monitoring and identity theft protection to all U.S. consumers. We recorded the expenses necessary to provide this service to those who signed up during 2017. For additional information, see Note 6 of the Notes to the Consolidated Financial Statements in this report.
|
(4)
|
The Tax Cuts and Jobs Act of 2017 (“Tax Act”), as signed by the President of the United States on December 22, 2017, significantly revised U.S. tax law. The legislation positively impacted the Company’s ongoing effective tax rate due to the reduction of the U.S. federal corporate tax rate from 35% to 21%. The Tax Act made major changes to the U.S. international tax system. Under previous law, foreign earnings were subject to U.S. tax when repatriated to the U.S. Under the Tax Act, foreign earnings are generally exempt from U.S. tax. Additionally, there is a one-time deemed repatriation tax on undistributed foreign earnings and profits (the “transition tax”). The Tax Act imposes other U.S. taxes on “global intangible low taxed income” and “base erosion anti-abuse transactions.” Other significant changes included limitations on the deductibility of interest expense and executive compensation, and repeal of the deduction for domestic production activities. As a result of the current interpretation and estimated impact of the Tax Act, the Company recorded adjustments totaling a net tax benefit of $48.3 million in the fourth quarter of 2017 to provisionally account for the estimated impact. Refer to Note 7 of the Notes to the Consolidated Financial Statements in this Form 10-K for additional information. We also prospectively applied the provisions of ASU 2016-09 “Compensation - Stock Compensation (Topic 718),” related to the recognition of windfall tax benefits in the Consolidated Statement of Income which resulted in the recognition of
$26.7 million
of tax benefits for the year ended December 31, 2017.
|
(5)
|
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. 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, $0.2 million is recorded in depreciation and amortization, and $0.7 million is recorded in interest expense.
|
(6)
|
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.
|
(7)
|
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 of BVS. 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.
|
(8)
|
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.
|
|
Key Performance Indicators
Twelve Months Ended
December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In millions, except per share data)
|
||||||||||
Operating revenue
|
$
|
3,412.1
|
|
|
$
|
3,362.2
|
|
|
$
|
3,144.9
|
|
Operating revenue change
|
1
|
%
|
|
7
|
%
|
|
18
|
%
|
|||
Operating income
|
$
|
448.0
|
|
|
$
|
831.7
|
|
|
$
|
825.1
|
|
Operating margin
|
13.1
|
%
|
|
24.7
|
%
|
|
26.2
|
%
|
|||
Net income attributable to Equifax
|
$
|
299.8
|
|
|
$
|
587.3
|
|
|
$
|
488.8
|
|
Diluted earnings per share
|
$
|
2.47
|
|
|
$
|
4.83
|
|
|
$
|
4.04
|
|
Cash provided by operating activities
|
$
|
672.2
|
|
|
$
|
816.0
|
|
|
$
|
823.0
|
|
Capital expenditures*
|
$
|
(368.1
|
)
|
|
$
|
(214.0
|
)
|
|
$
|
(191.5
|
)
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||
Operating Revenue
|
|
2018
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||
U.S. Information Solutions
|
|
$
|
1,247.3
|
|
|
$
|
1,262.7
|
|
|
$
|
1,236.5
|
|
|
$
|
(15.4
|
)
|
|
(1
|
)%
|
|
$
|
26.2
|
|
|
2
|
%
|
International
|
|
966.2
|
|
|
932.3
|
|
|
803.6
|
|
|
33.9
|
|
|
4
|
%
|
|
128.7
|
|
|
16
|
%
|
|||||
Workforce Solutions
|
|
826.8
|
|
|
764.2
|
|
|
702.2
|
|
|
62.6
|
|
|
8
|
%
|
|
62.0
|
|
|
9
|
%
|
|||||
Global Consumer Solutions
|
|
371.8
|
|
|
403.0
|
|
|
402.6
|
|
|
(31.2
|
)
|
|
(8
|
)%
|
|
0.4
|
|
|
—
|
%
|
|||||
Consolidated operating revenue
|
|
$
|
3,412.1
|
|
|
$
|
3,362.2
|
|
|
$
|
3,144.9
|
|
|
$
|
49.9
|
|
|
1
|
%
|
|
$
|
217.3
|
|
|
7
|
%
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||
Operating Expenses
|
|
2018
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||
Consolidated cost of services
|
|
$
|
1,440.4
|
|
|
$
|
1,210.7
|
|
|
$
|
1,113.4
|
|
|
$
|
229.7
|
|
|
19
|
%
|
|
$
|
97.3
|
|
|
9
|
%
|
Consolidated selling, general and administrative expenses
|
|
1,213.3
|
|
|
1,032.0
|
|
|
941.0
|
|
|
181.3
|
|
|
18
|
%
|
|
91.0
|
|
|
10
|
%
|
|||||
Consolidated depreciation and amortization expense
|
|
310.4
|
|
|
287.8
|
|
|
265.4
|
|
|
22.6
|
|
|
8
|
%
|
|
22.4
|
|
|
8
|
%
|
|||||
Consolidated operating expenses
|
|
$
|
2,964.1
|
|
|
$
|
2,530.5
|
|
|
$
|
2,319.8
|
|
|
$
|
433.6
|
|
|
17
|
%
|
|
$
|
210.7
|
|
|
9
|
%
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
Operating Income and Operating Margin
|
|
|
|
|
|
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|
$
|
|
%
|
|||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||
Consolidated operating revenue
|
|
$
|
3,412.1
|
|
|
$
|
3,362.2
|
|
|
$
|
3,144.9
|
|
|
$
|
49.9
|
|
|
1
|
%
|
|
$
|
217.3
|
|
|
7
|
%
|
Consolidated operating expenses
|
|
2,964.1
|
|
|
2,530.5
|
|
|
2,319.8
|
|
|
433.6
|
|
|
17
|
%
|
|
210.7
|
|
|
9
|
%
|
|||||
Consolidated operating income
|
|
$
|
448.0
|
|
|
$
|
831.7
|
|
|
$
|
825.1
|
|
|
$
|
(383.7
|
)
|
|
(46
|
)%
|
|
$
|
6.6
|
|
|
1
|
%
|
Consolidated operating margin
|
|
13.1
|
%
|
|
24.7
|
%
|
|
26.2
|
%
|
|
|
|
|
(11.6
|
)pts
|
|
|
(1.5
|
)pts
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||
Consolidated Interest and Other Income (Expense), net
|
|
2018
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||
Consolidated interest expense
|
|
$
|
(103.5
|
)
|
|
$
|
(92.8
|
)
|
|
$
|
(92.1
|
)
|
|
$
|
(10.7
|
)
|
|
12
|
%
|
|
$
|
(0.7
|
)
|
|
1
|
%
|
Consolidated other income, net
|
|
11.8
|
|
|
7.7
|
|
|
(4.8
|
)
|
|
4.1
|
|
|
53
|
%
|
|
12.5
|
|
|
(260
|
)%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Average cost of debt
|
|
3.8
|
%
|
|
3.4
|
%
|
|
3.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total consolidated debt, net, at year end
|
|
$
|
2,635.5
|
|
|
$
|
2,704.3
|
|
|
$
|
2,672.2
|
|
|
$
|
(68.8
|
)
|
|
(3
|
)%
|
|
$
|
32.1
|
|
|
1
|
%
|
|
|
Twelve Months Ended
December 31, |
|
Change
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||
Provision for Income Taxes
|
|
2018
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||
Consolidated provision for income taxes
|
|
$
|
(50.0
|
)
|
|
$
|
(148.6
|
)
|
|
$
|
(233.1
|
)
|
|
$
|
98.6
|
|
|
(66
|
)%
|
|
$
|
84.5
|
|
|
(36
|
)%
|
Effective income tax rate
|
|
14.0
|
%
|
|
19.9
|
%
|
|
32.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended
December 31, |
|
Change
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||
Net Income
|
|
2018
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
|
(In millions, except per share amounts)
|
||||||||||||||||||||||||
Consolidated operating income
|
|
$
|
448.0
|
|
|
$
|
831.7
|
|
|
$
|
825.1
|
|
|
$
|
(383.7
|
)
|
|
(46
|
)%
|
|
$
|
6.6
|
|
|
1
|
%
|
Consolidated other expense, net
|
|
(91.7
|
)
|
|
(85.1
|
)
|
|
(96.9
|
)
|
|
(6.6
|
)
|
|
8
|
%
|
|
11.8
|
|
|
(12
|
)%
|
|||||
Consolidated provision for income taxes
|
|
(50.0
|
)
|
|
(148.6
|
)
|
|
(233.1
|
)
|
|
98.6
|
|
|
(66
|
)%
|
|
84.5
|
|
|
(36
|
)%
|
|||||
Consolidated net income
|
|
306.3
|
|
|
598.0
|
|
|
495.1
|
|
|
(291.7
|
)
|
|
(49
|
)%
|
|
102.9
|
|
|
21
|
%
|
|||||
Net income attributable to noncontrolling interests
|
|
(6.5
|
)
|
|
(10.7
|
)
|
|
(6.3
|
)
|
|
4.2
|
|
|
(39
|
)%
|
|
(4.4
|
)
|
|
70
|
%
|
|||||
Net income attributable to Equifax
|
|
$
|
299.8
|
|
|
$
|
587.3
|
|
|
$
|
488.8
|
|
|
$
|
(287.5
|
)
|
|
(49
|
)%
|
|
$
|
98.5
|
|
|
20
|
%
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income attributable to Equifax
|
|
$
|
2.47
|
|
|
$
|
4.83
|
|
|
$
|
4.04
|
|
|
$
|
(2.36
|
)
|
|
(49
|
)%
|
|
$
|
0.79
|
|
|
20
|
%
|
Weighted-average shares used in computing diluted earnings per share
|
|
121.4
|
|
|
121.5
|
|
|
121.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
U.S. Information Solutions
|
|
|
|
|
|
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|
$
|
|
%
|
|||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||
Operating revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Online Information Solutions
|
|
$
|
877.5
|
|
|
$
|
889.6
|
|
|
$
|
879.3
|
|
|
$
|
(12.1
|
)
|
|
(1
|
)%
|
|
$
|
10.3
|
|
|
1
|
%
|
Mortgage Solutions
|
|
153.6
|
|
|
148.9
|
|
|
142.2
|
|
|
4.7
|
|
|
3
|
%
|
|
6.7
|
|
|
5
|
%
|
|||||
Financial Marketing Services
|
|
216.2
|
|
|
224.2
|
|
|
215.0
|
|
|
(8.0
|
)
|
|
(4
|
)%
|
|
9.2
|
|
|
4
|
%
|
|||||
Total operating revenue
|
|
$
|
1,247.3
|
|
|
$
|
1,262.7
|
|
|
$
|
1,236.5
|
|
|
$
|
(15.4
|
)
|
|
(1
|
)%
|
|
$
|
26.2
|
|
|
2
|
%
|
% of consolidated revenue
|
|
37
|
%
|
|
37
|
%
|
|
39
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total operating income
|
|
$
|
441.7
|
|
|
$
|
539.1
|
|
|
$
|
537.0
|
|
|
$
|
(97.4
|
)
|
|
(18
|
)%
|
|
$
|
2.1
|
|
|
—
|
%
|
Operating margin
|
|
35.4
|
%
|
|
42.7
|
%
|
|
43.4
|
%
|
|
|
|
|
(7.3
|
)pts
|
|
|
|
|
(0.7
|
)pts
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||
International
|
|
2018
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||
Operating revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asia Pacific
|
|
$
|
325.6
|
|
|
$
|
308.9
|
|
|
$
|
244.2
|
|
|
$
|
16.7
|
|
|
5
|
%
|
|
$
|
64.7
|
|
|
26
|
%
|
Europe
|
|
287.3
|
|
|
273.8
|
|
|
253.6
|
|
|
13.5
|
|
|
5
|
%
|
|
20.2
|
|
|
8
|
%
|
|||||
Latin America
|
|
206.6
|
|
|
213.6
|
|
|
183.9
|
|
|
(7.0
|
)
|
|
(3
|
)%
|
|
29.7
|
|
|
16
|
%
|
|||||
Canada
|
|
146.7
|
|
|
136.0
|
|
|
121.9
|
|
|
10.7
|
|
|
8
|
%
|
|
14.1
|
|
|
12
|
%
|
|||||
Total operating revenue
|
|
$
|
966.2
|
|
|
$
|
932.3
|
|
|
$
|
803.6
|
|
|
$
|
33.9
|
|
|
4
|
%
|
|
$
|
128.7
|
|
|
16
|
%
|
% of consolidated revenue
|
|
28
|
%
|
|
28
|
%
|
|
26
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Total operating income
|
|
$
|
108.6
|
|
|
$
|
169.4
|
|
|
$
|
111.4
|
|
|
$
|
(60.8
|
)
|
|
(36
|
)%
|
|
$
|
58.0
|
|
|
52
|
%
|
Operating margin
|
|
11.2
|
%
|
|
18.2
|
%
|
|
13.9
|
%
|
|
|
|
(7.0
|
)pts
|
|
|
|
|
4.3
|
pts
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||
Workforce Solutions
|
|
2018
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||
Operating Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Verification Services
|
|
$
|
567.0
|
|
|
$
|
501.5
|
|
|
$
|
437.3
|
|
|
$
|
65.5
|
|
|
13
|
%
|
|
$
|
64.2
|
|
|
15
|
%
|
Employer Services
|
|
259.8
|
|
|
262.7
|
|
|
264.9
|
|
|
(2.9
|
)
|
|
(1
|
)%
|
|
(2.2
|
)
|
|
(1
|
)%
|
|||||
Total operating revenue
|
|
$
|
826.8
|
|
|
$
|
764.2
|
|
|
$
|
702.2
|
|
|
$
|
62.6
|
|
|
8
|
%
|
|
$
|
62.0
|
|
|
9
|
%
|
% of consolidated revenue
|
|
24
|
%
|
|
23
|
%
|
|
22
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total operating income
|
|
$
|
332.7
|
|
|
$
|
331.9
|
|
|
$
|
295.5
|
|
|
$
|
0.8
|
|
|
—
|
%
|
|
$
|
36.4
|
|
|
12
|
%
|
Operating margin
|
|
40.2
|
%
|
|
43.4
|
%
|
|
42.1
|
%
|
|
|
|
|
(3.2
|
)pts
|
|
|
|
|
1.3
|
pts
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
Global Consumer Solutions
|
|
|
|
|
|
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|
$
|
|
%
|
|||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||
Total operating revenue
|
|
$
|
371.8
|
|
|
$
|
403.0
|
|
|
$
|
402.6
|
|
|
$
|
(31.2
|
)
|
|
(8
|
)%
|
|
$
|
0.4
|
|
|
—
|
%
|
% of consolidated revenue
|
|
11
|
%
|
|
12
|
%
|
|
13
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Total operating income
|
|
$
|
68.6
|
|
|
$
|
106.2
|
|
|
$
|
112.4
|
|
|
$
|
(37.6
|
)
|
|
(35
|
)%
|
|
$
|
(6.2
|
)
|
|
(6
|
)%
|
Operating margin
|
|
18.4
|
%
|
|
26.4
|
%
|
|
27.9
|
%
|
|
|
|
(8.0
|
)pts
|
|
|
|
|
(1.5
|
)pts
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||
General Corporate Expense
|
|
2018
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||
General corporate expense
|
|
$
|
503.6
|
|
|
$
|
314.8
|
|
|
$
|
231.3
|
|
|
$
|
188.8
|
|
|
60
|
%
|
|
$
|
83.5
|
|
|
36
|
%
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||
Net cash provided by (used in):
|
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Operating activities
|
|
$
|
672.2
|
|
|
$
|
816.0
|
|
|
$
|
823.0
|
|
|
$
|
(143.8
|
)
|
|
$
|
(7.0
|
)
|
Investing activities
|
|
$
|
(461.5
|
)
|
|
$
|
(349.5
|
)
|
|
$
|
(1,975.9
|
)
|
|
$
|
(112.0
|
)
|
|
$
|
1,626.4
|
|
Financing activities
|
|
$
|
(311.0
|
)
|
|
$
|
(263.7
|
)
|
|
$
|
1,160.3
|
|
|
$
|
(47.3
|
)
|
|
$
|
(1,424.0
|
)
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||
Net cash used in:
|
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Capital expenditures*
|
|
$
|
(321.9
|
)
|
|
$
|
(218.2
|
)
|
|
$
|
(173.5
|
)
|
|
$
|
(103.7
|
)
|
|
$
|
(44.7
|
)
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||
Net cash provided by (used in):
|
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Acquisitions, net of cash acquired
|
|
$
|
(138.3
|
)
|
|
$
|
(139.9
|
)
|
|
$
|
(1,791.6
|
)
|
|
$
|
1.6
|
|
|
$
|
1,651.7
|
|
Cash received from sale of asset
|
|
$
|
5.6
|
|
|
$
|
8.6
|
|
|
$
|
—
|
|
|
$
|
(3.0
|
)
|
|
$
|
8.6
|
|
Investment in unconsolidated affiliates, net
|
|
$
|
(6.9
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(6.9
|
)
|
|
$
|
—
|
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||
Net cash provided by (used in):
|
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Net short-term (repayments) borrowings
|
|
$
|
(959.2
|
)
|
|
$
|
252.4
|
|
|
$
|
73.0
|
|
|
$
|
(1,211.6
|
)
|
|
$
|
179.4
|
|
Proceeds from issuance of long-term debt
|
|
$
|
994.5
|
|
|
$
|
100.0
|
|
|
$
|
1,574.7
|
|
|
$
|
894.5
|
|
|
$
|
(1,474.7
|
)
|
Payments on long-term debt
|
|
$
|
(100.0
|
)
|
|
$
|
(322.5
|
)
|
|
$
|
(350.0
|
)
|
|
$
|
222.5
|
|
|
$
|
27.5
|
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
||||||||||||||||
Net cash provided by (used in):
|
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Treasury stock purchases
|
|
$
|
—
|
|
|
$
|
(77.1
|
)
|
|
$
|
—
|
|
|
$
|
77.1
|
|
|
$
|
(77.1
|
)
|
Dividends paid to Equifax shareholders
|
|
$
|
(187.9
|
)
|
|
$
|
(187.4
|
)
|
|
$
|
(157.6
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
(29.8
|
)
|
Dividends paid to noncontrolling interests
|
|
$
|
(10.3
|
)
|
|
$
|
(8.4
|
)
|
|
$
|
(5.8
|
)
|
|
$
|
(1.9
|
)
|
|
$
|
(2.6
|
)
|
Proceeds from exercise of stock options
|
|
$
|
11.8
|
|
|
$
|
19.2
|
|
|
$
|
31.5
|
|
|
$
|
(7.4
|
)
|
|
$
|
(12.3
|
)
|
Purchase of redeemable noncontrolling interests
|
|
$
|
(30.9
|
)
|
|
$
|
(2.6
|
)
|
|
$
|
(3.6
|
)
|
|
$
|
(28.3
|
)
|
|
$
|
1.0
|
|
•
|
We did not repurchase any shares in
2018
and
2016
. Under share repurchase programs authorized by our Board of Directors, we repurchased
0.5 million
common shares during the twelve months ended December 31,
2017
, for
$77.1 million
, at an average price per common share of
$143.88
. As of
December 31, 2018
, under the existing board authorization, the Company is approved for additional stock repurchases valued at
$590.1 million
.
|
•
|
During the twelve months ended
December 31, 2018
,
2017
and
2016
, we paid cash dividends to Equifax shareholders of $
187.9 million
,
$187.4 million
and
$157.6 million
, respectively, at $
1.56
per share for
2018
and
2017
, and
$1.32
per share for
2016
.
|
|
Payments due by
|
||||||||||||||||||
|
Total
|
|
Less than 1 year
|
|
1 to 3 years
|
|
3 to 5 years
|
|
Thereafter
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Debt (including capitalized lease obligation)
(1)
|
$
|
2,654.9
|
|
|
$
|
4.9
|
|
|
$
|
1,100.0
|
|
|
$
|
900.0
|
|
|
$
|
650.0
|
|
Operating leases
(2)
|
192.2
|
|
|
32.5
|
|
|
55.1
|
|
|
42.5
|
|
|
62.1
|
|
|||||
Data processing, outsourcing agreements and other purchase obligations
(3)
|
163.6
|
|
|
105.2
|
|
|
30.8
|
|
|
13.6
|
|
|
14.0
|
|
|||||
Other long-term liabilities
(4) (5)
|
136.9
|
|
|
9.7
|
|
|
18.5
|
|
|
19.4
|
|
|
89.3
|
|
|||||
Interest payments
(6)
|
691.5
|
|
|
100.1
|
|
|
185.5
|
|
|
109.1
|
|
|
296.8
|
|
|||||
|
$
|
3,839.1
|
|
|
$
|
252.4
|
|
|
$
|
1,389.9
|
|
|
$
|
1,084.6
|
|
|
$
|
1,112.2
|
|
(1)
|
The amounts are gross of unamortized discounts totaling $
19.4 million
at
December 31, 2018
. 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, 2018
.
|
(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 2019 and 2026.
|
(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 2019 have not been deemed necessary due to our current expectations regarding future plan asset performance.
|
(5)
|
This table excludes
$24.9 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.
|
(6)
|
For future interest payments on variable-rate debt, which bears a rate equal to three-month LIBOR on the interest determination date plus
0.87%
per annum, we used the variable rate in effect at
December 31, 2018
to calculate these payments. Our outstanding variable rate debt at
December 31, 2018
, consisted of the Floating Rate Notes. The variable rate at
December 31, 2018
was 3.5%. Future interest payments may be different depending on future borrowing activity and interest rates.
|
|
December 31,
|
||
|
2018
|
||
|
(In millions)
|
||
U.S. Information Solutions
|
1,128.9
|
|
|
Asia Pacific
|
1,416.8
|
|
|
Europe
|
155.0
|
|
|
Latin America
|
227.9
|
|
|
Canada
|
45.0
|
|
|
Global Consumer Solutions
|
185.9
|
|
|
Workforce Solutions
|
970.2
|
|
|
Total goodwill
|
$
|
4,129.7
|
|
Index to Financial Statements
|
|
|
Twelve Months Ended
December 31, |
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
(In millions, except per share amounts)
|
|
|
|
|
|
|
|
|
|||
Operating revenue
|
$
|
3,412.1
|
|
|
$
|
3,362.2
|
|
|
$
|
3,144.9
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|||
Cost of services (exclusive of depreciation and amortization below)
|
1,440.4
|
|
|
1,210.7
|
|
|
1,113.4
|
|
|||
Selling, general and administrative expenses
|
1,213.3
|
|
|
1,032.0
|
|
|
941.0
|
|
|||
Depreciation and amortization
|
310.4
|
|
|
287.8
|
|
|
265.4
|
|
|||
Total operating expenses
|
2,964.1
|
|
|
2,530.5
|
|
|
2,319.8
|
|
|||
Operating income
|
448.0
|
|
|
831.7
|
|
|
825.1
|
|
|||
Interest expense
|
(103.5
|
)
|
|
(92.8
|
)
|
|
(92.1
|
)
|
|||
Other income (expense), net
|
11.8
|
|
|
7.7
|
|
|
(4.8
|
)
|
|||
Consolidated income before income taxes
|
356.3
|
|
|
746.6
|
|
|
728.2
|
|
|||
Provision for income taxes
|
(50.0
|
)
|
|
(148.6
|
)
|
|
(233.1
|
)
|
|||
Consolidated net income
|
306.3
|
|
|
598.0
|
|
|
495.1
|
|
|||
Less: Net income attributable to noncontrolling interests including redeemable noncontrolling interests
|
(6.5
|
)
|
|
(10.7
|
)
|
|
(6.3
|
)
|
|||
Net income attributable to Equifax
|
$
|
299.8
|
|
|
$
|
587.3
|
|
|
$
|
488.8
|
|
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|||
Net income attributable to Equifax
|
$
|
2.49
|
|
|
$
|
4.89
|
|
|
$
|
4.10
|
|
Weighted-average shares used in computing basic earnings per share
|
120.4
|
|
|
120.1
|
|
|
119.3
|
|
|||
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|||
Net income attributable to Equifax
|
$
|
2.47
|
|
|
$
|
4.83
|
|
|
$
|
4.04
|
|
Weighted-average shares used in computing diluted earnings per share
|
121.4
|
|
|
121.5
|
|
|
121.1
|
|
|||
Dividends per common share
|
$
|
1.56
|
|
|
$
|
1.56
|
|
|
$
|
1.32
|
|
|
Twelve Months Ended December 31,
|
||||||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||||||
|
Equifax Shareholders
|
|
Noncontrolling Interests
|
|
Total
|
|
Equifax Shareholders
|
|
Noncontrolling Interests
|
|
Total
|
|
Equifax Shareholders
|
|
Noncontrolling Interests
|
|
Total
|
||||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||||||
Net income
|
$
|
299.8
|
|
|
$
|
6.5
|
|
|
$
|
306.3
|
|
|
$
|
587.3
|
|
|
$
|
10.7
|
|
|
$
|
598.0
|
|
|
$
|
488.8
|
|
|
$
|
6.3
|
|
|
$
|
495.1
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Foreign currency translation adjustment
|
(224.7
|
)
|
|
5.8
|
|
|
(218.9
|
)
|
|
158.7
|
|
|
3.3
|
|
|
162.0
|
|
|
(24.6
|
)
|
|
(3.0
|
)
|
|
(27.6
|
)
|
|||||||||
Change in unrecognized prior service cost and actuarial gains (losses) related to our pension and other postretirement benefit plans, net
|
10.4
|
|
|
—
|
|
|
10.4
|
|
|
8.4
|
|
|
—
|
|
|
8.4
|
|
|
(20.1
|
)
|
|
—
|
|
|
(20.1
|
)
|
|||||||||
Change in cumulative gain (loss) from cash flow hedging transactions, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|||||||||
Comprehensive income (loss)
|
$
|
85.5
|
|
|
$
|
12.3
|
|
|
$
|
97.8
|
|
|
$
|
754.2
|
|
|
$
|
14.0
|
|
|
$
|
768.2
|
|
|
$
|
444.7
|
|
|
$
|
3.3
|
|
|
$
|
448.0
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
(In millions, except par values)
|
|
|
|
|
|
||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
223.6
|
|
|
$
|
336.4
|
|
Trade accounts receivable, net of allowance for doubtful accounts of $10.9 and $9.1 at
December 31, 2018 and 2017, respectively |
469.1
|
|
|
444.8
|
|
||
Prepaid expenses
|
100.0
|
|
|
94.3
|
|
||
Other current assets
|
109.6
|
|
|
122.9
|
|
||
Total current assets
|
902.3
|
|
|
998.4
|
|
||
Property and equipment:
|
|
|
|
|
|
||
Capitalized internal-use software and system costs
|
684.1
|
|
|
427.9
|
|
||
Data processing equipment and furniture
|
344.6
|
|
|
306.6
|
|
||
Land, buildings and improvements
|
216.1
|
|
|
212.5
|
|
||
Total property and equipment
|
1,244.8
|
|
|
947.0
|
|
||
Less accumulated depreciation and amortization
|
(480.0
|
)
|
|
(380.0
|
)
|
||
Total property and equipment, net
|
764.8
|
|
|
567.0
|
|
||
|
|
|
|
|
|||
Goodwill
|
4,129.7
|
|
|
4,184.0
|
|
||
Indefinite-lived intangible assets
|
94.8
|
|
|
95.0
|
|
||
Purchased intangible assets, net
|
1,099.2
|
|
|
1,247.0
|
|
||
Other assets, net
|
162.4
|
|
|
142.0
|
|
||
Total assets
|
$
|
7,153.2
|
|
|
$
|
7,233.4
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Short-term debt and current maturities of long-term debt
|
$
|
4.9
|
|
|
$
|
965.3
|
|
Accounts payable
|
175.7
|
|
|
110.3
|
|
||
Accrued expenses
|
213.2
|
|
|
160.9
|
|
||
Accrued salaries and bonuses
|
131.0
|
|
|
119.4
|
|
||
Deferred revenue
|
98.0
|
|
|
108.4
|
|
||
Other current liabilities
|
204.0
|
|
|
209.2
|
|
||
Total current liabilities
|
826.8
|
|
|
1,673.5
|
|
||
Long-term debt
|
2,630.6
|
|
|
1,739.0
|
|
||
Deferred income tax liabilities, net
|
316.2
|
|
|
305.1
|
|
||
Long-term pension and other postretirement benefit liabilities
|
139.3
|
|
|
175.8
|
|
||
Other long-term liabilities
|
84.6
|
|
|
101.0
|
|
||
Total liabilities
|
3,997.5
|
|
|
3,994.4
|
|
||
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, 2018 and 2017; Outstanding shares - 120.6 and 120.1 at December 31, 2018 and 2017, respectively |
236.6
|
|
|
236.6
|
|
||
Paid-in capital
|
1,356.6
|
|
|
1,332.7
|
|
||
Retained earnings
|
4,717.8
|
|
|
4,600.6
|
|
||
Accumulated other comprehensive loss
|
(626.3
|
)
|
|
(412.0
|
)
|
||
Treasury stock, at cost, 68.1 shares and 68.6 shares at December 31, 2018 and 2017,
respectively |
(2,571.0
|
)
|
|
(2,577.6
|
)
|
||
Stock held by employee benefits trusts, at cost, 0.6 shares at December 31, 2018 and 2017
|
(5.9
|
)
|
|
(5.9
|
)
|
||
Total Equifax shareholders’ equity
|
3,107.8
|
|
|
3,174.4
|
|
||
Noncontrolling interests including redeemable noncontrolling interests
|
47.9
|
|
|
64.6
|
|
||
Total shareholders’ equity
|
3,155.7
|
|
|
3,239.0
|
|
||
Total liabilities and equity
|
$
|
7,153.2
|
|
|
$
|
7,233.4
|
|
|
Twelve Months Ended
December 31, |
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
(In millions)
|
|
|
|
|
|
|
|
||||
Operating activities:
|
|
|
|
|
|
|
|
||||
Consolidated net income
|
$
|
306.3
|
|
|
$
|
598.0
|
|
|
$
|
495.1
|
|
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
315.9
|
|
|
290.9
|
|
|
268.7
|
|
|||
Stock-based compensation expense
|
42.5
|
|
|
38.3
|
|
|
37.1
|
|
|||
Excess tax benefits from stock-based compensation plans
|
—
|
|
|
—
|
|
|
(35.9
|
)
|
|||
Deferred income taxes
|
(2.3
|
)
|
|
(44.1
|
)
|
|
(13.0
|
)
|
|||
Changes in assets and liabilities, excluding effects of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
(37.4
|
)
|
|
(1.3
|
)
|
|
(55.7
|
)
|
|||
Other assets, current and long-term
|
(15.4
|
)
|
|
(120.1
|
)
|
|
0.3
|
|
|||
Current and long-term liabilities, excluding debt
|
62.6
|
|
|
54.3
|
|
|
126.4
|
|
|||
Cash provided by operating activities
|
672.2
|
|
|
816.0
|
|
|
823.0
|
|
|||
Investing activities:
|
|
|
|
|
|
|
|
||||
Capital expenditures
|
(321.9
|
)
|
|
(218.2
|
)
|
|
(173.5
|
)
|
|||
Acquisitions, net of cash acquired
|
(138.3
|
)
|
|
(139.9
|
)
|
|
(1,791.6
|
)
|
|||
Cash received from sale of asset
|
5.6
|
|
|
8.6
|
|
|
—
|
|
|||
Economic hedges
|
—
|
|
|
—
|
|
|
(10.8
|
)
|
|||
Investment in unconsolidated affiliates, net
|
(6.9
|
)
|
|
—
|
|
|
—
|
|
|||
Cash used in investing activities
|
(461.5
|
)
|
|
(349.5
|
)
|
|
(1,975.9
|
)
|
|||
Financing activities:
|
|
|
|
|
|
|
|
||||
Net short-term borrowings (repayments)
|
(959.2
|
)
|
|
252.4
|
|
|
73.0
|
|
|||
Payments on long-term debt
|
(100.0
|
)
|
|
(322.5
|
)
|
|
(350.0
|
)
|
|||
Proceeds from issuance of long-term debt
|
994.5
|
|
|
100.0
|
|
|
1,574.7
|
|
|||
Treasury stock purchases
|
—
|
|
|
(77.1
|
)
|
|
—
|
|
|||
Dividends paid to Equifax shareholders
|
(187.9
|
)
|
|
(187.4
|
)
|
|
(157.6
|
)
|
|||
Dividends paid to noncontrolling interests
|
(10.3
|
)
|
|
(8.4
|
)
|
|
(5.8
|
)
|
|||
Proceeds from exercise of stock options
|
11.8
|
|
|
19.2
|
|
|
31.5
|
|
|||
Payment of taxes related to settlement of equity awards
|
(19.7
|
)
|
|
(33.5
|
)
|
|
(27.2
|
)
|
|||
Excess tax benefits from stock-based compensation plans
|
—
|
|
|
—
|
|
|
35.9
|
|
|||
Payment of contingent consideration
|
(1.5
|
)
|
|
(3.5
|
)
|
|
(4.4
|
)
|
|||
Purchase of redeemable noncontrolling interests
|
(30.9
|
)
|
|
(2.6
|
)
|
|
(3.6
|
)
|
|||
Debt issuance costs
|
(7.8
|
)
|
|
(0.3
|
)
|
|
(6.2
|
)
|
|||
Cash (used in) provided by financing activities
|
(311.0
|
)
|
|
(263.7
|
)
|
|
1,160.3
|
|
|||
Effect of foreign currency exchange rates on cash and cash equivalents
|
(12.5
|
)
|
|
4.3
|
|
|
28.6
|
|
|||
Increase (decrease) in cash and cash equivalents
|
(112.8
|
)
|
|
207.1
|
|
|
36.0
|
|
|||
Cash and cash equivalents, beginning of period
|
336.4
|
|
|
129.3
|
|
|
93.3
|
|
|||
Cash and cash equivalents, end of period
|
$
|
223.6
|
|
|
$
|
336.4
|
|
|
$
|
129.3
|
|
|
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, 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
|
)
|
||||||||
Purchase of noncontrolling interests
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
|
1.7
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
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
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
587.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.7
|
|
|
598.0
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
166.9
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
|
170.2
|
|
||||||||
Shares issued under stock and benefit plans, net of minimum tax withholdings
|
0.7
|
|
|
—
|
|
|
(18.8
|
)
|
|
—
|
|
|
—
|
|
|
5.1
|
|
|
—
|
|
|
—
|
|
|
(13.7
|
)
|
||||||||
Impact of Tax Cuts and Jobs Act of 2017
|
—
|
|
|
—
|
|
|
—
|
|
|
50.0
|
|
|
(50.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Treasury stock purchased under share repurchase program ($143.88 per share)*
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(77.1
|
)
|
|
—
|
|
|
—
|
|
|
(77.1
|
)
|
||||||||
Cash dividends ($1.56 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(188.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(188.3
|
)
|
||||||||
Dividends paid to employee benefits trusts
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
38.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38.3
|
|
||||||||
Redeemable noncontrolling interest adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
||||||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.4
|
)
|
|
(8.4
|
)
|
||||||||
Purchase of noncontrolling interests
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|
(2.6
|
)
|
||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
0.4
|
|
||||||||
Balance, December 31, 2017
|
120.1
|
|
|
236.6
|
|
|
1,332.7
|
|
|
4,600.6
|
|
|
(412.0
|
)
|
|
(2,577.6
|
)
|
|
(5.9
|
)
|
|
64.6
|
|
|
3,239.0
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
299.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.5
|
|
|
306.3
|
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(207.3
|
)
|
|
—
|
|
|
—
|
|
|
5.8
|
|
|
(201.5
|
)
|
||||||||
Shares issued under stock and benefit plans, net of minimum tax withholdings
|
0.5
|
|
|
—
|
|
|
(14.0
|
)
|
|
—
|
|
|
—
|
|
|
6.6
|
|
|
—
|
|
|
—
|
|
|
(7.4
|
)
|
||||||||
Cash dividends ($1.56 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(188.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(188.8
|
)
|
||||||||
Dividends paid to employee benefits trusts
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
42.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42.5
|
|
||||||||
Cumulative adjustment from change in accounting principle (Note 2)
|
—
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
||||||||
Redeemable noncontrolling interest adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
||||||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.3
|
)
|
|
(10.3
|
)
|
||||||||
Purchases of redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
(5.5
|
)
|
|
—
|
|
|
(7.0
|
)
|
|
—
|
|
|
—
|
|
|
(16.7
|
)
|
|
(29.2
|
)
|
||||||||
Balance, December 31, 2018
|
120.6
|
|
|
$
|
236.6
|
|
|
$
|
1,356.6
|
|
|
$
|
4,717.8
|
|
|
$
|
(626.3
|
)
|
|
$
|
(2,571.0
|
)
|
|
$
|
(5.9
|
)
|
|
$
|
47.9
|
|
|
$
|
3,155.7
|
|
*
|
At
December 31, 2018
,
$590.1 million
was authorized for future repurchases of our common stock.
|
|
December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In millions)
|
||||||||||
Foreign currency translation
|
$
|
(328.0
|
)
|
|
$
|
(103.3
|
)
|
|
$
|
(262.0
|
)
|
Unrecognized actuarial losses and prior service cost related to our pension and other postretirement benefit plans, net of accumulated tax of $93.1, $95.6 and $150.6 in 2018, 2017 and 2016, respectively
|
(297.1
|
)
|
|
(257.5
|
)
|
|
(265.9
|
)
|
|||
Cash flow hedging transactions, net of tax of $0.7, $0.7 and $0.9 in 2018, 2017 and 2016, respectively
|
(1.2
|
)
|
|
(1.2
|
)
|
|
(1.0
|
)
|
|||
Impact of Tax Cuts and Jobs Act of 2017
|
—
|
|
|
(50.0
|
)
|
|
—
|
|
|||
Accumulated other comprehensive loss
|
$
|
(626.3
|
)
|
|
$
|
(412.0
|
)
|
|
$
|
(528.9
|
)
|
•
|
U.S. Information Solutions, or USIS
|
•
|
International
|
•
|
Workforce Solutions
|
•
|
Global Consumer Solutions
|
Performance Obligation
|
|
Balance
|
||
|
|
(In millions)
|
||
Less than 1 year
|
|
$
|
44.4
|
|
1 to 3 years
|
|
63.4
|
|
|
3 to 5 years
|
|
24.0
|
|
|
Thereafter
|
|
58.1
|
|
|
Total remaining performance obligation
|
|
$
|
189.9
|
|
|
Twelve Months Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
|
(In millions)
|
|||||||
Weighted-average shares outstanding (basic)
|
120.4
|
|
|
120.1
|
|
|
119.3
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
Stock options and restricted stock units
|
1.0
|
|
|
1.4
|
|
|
1.8
|
|
Weighted-average shares outstanding (diluted)
|
121.4
|
|
|
121.5
|
|
|
121.1
|
|
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
|
(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.
|
|
|
Twelve Months Ended
December 31, 2018 |
|
Change
|
|||||||||||
Income Statement
|
|
Prior to ASU 2014-09 adoption
|
|
As reported under ASU 2014-09
|
|
$
|
|
%
|
|||||||
|
|
(In millions, except per share data)
|
|
|
|||||||||||
Operating revenue
|
|
$
|
3,410.3
|
|
|
$
|
3,412.1
|
|
|
$
|
1.8
|
|
|
—
|
%
|
Consolidated income from operations before income taxes
|
|
$
|
354.5
|
|
|
$
|
356.3
|
|
|
$
|
1.8
|
|
|
1
|
%
|
Consolidated net income
|
|
$
|
304.9
|
|
|
$
|
306.3
|
|
|
$
|
1.4
|
|
|
—
|
%
|
Net income attributable to Equifax
|
|
$
|
298.4
|
|
|
$
|
299.8
|
|
|
$
|
1.4
|
|
|
—
|
%
|
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|||||||
Net income attributable to Equifax
|
|
$
|
2.48
|
|
|
$
|
2.49
|
|
|
$
|
0.01
|
|
|
—
|
%
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|||||||
Net income attributable to Equifax
|
|
$
|
2.46
|
|
|
$
|
2.47
|
|
|
$
|
0.01
|
|
|
—
|
%
|
|
|
December 31, 2018
|
|
Change
|
|||||||||||
Balance Sheet
|
|
Prior to ASU 2014-09 adoption
|
|
As reported under ASU 2014-09
|
|
$
|
|
%
|
|||||||
|
|
(In millions)
|
|
|
|||||||||||
Other current assets
|
|
$
|
109.4
|
|
|
$
|
109.6
|
|
|
$
|
0.2
|
|
|
—
|
%
|
Other assets, net
|
|
$
|
155.3
|
|
|
$
|
162.4
|
|
|
$
|
7.1
|
|
|
5
|
%
|
Total assets
|
|
$
|
7,145.9
|
|
|
$
|
7,153.2
|
|
|
$
|
7.3
|
|
|
—
|
%
|
Deferred income tax liabilities, net
|
|
$
|
314.5
|
|
|
$
|
316.2
|
|
|
$
|
1.7
|
|
|
1
|
%
|
Total liabilities
|
|
$
|
3,995.8
|
|
|
$
|
3,997.5
|
|
|
$
|
1.7
|
|
|
—
|
%
|
Retained earnings
|
|
$
|
4,712.2
|
|
|
$
|
4,717.8
|
|
|
$
|
5.6
|
|
|
—
|
%
|
Total shareholders’ equity
|
|
$
|
3,150.1
|
|
|
$
|
3,155.7
|
|
|
$
|
5.6
|
|
|
—
|
%
|
Total liabilities and equity
|
|
$
|
7,145.9
|
|
|
$
|
7,153.2
|
|
|
$
|
7.3
|
|
|
—
|
%
|
|
|
Twelve Months Ended
December 31, |
|
Change
|
|
Change
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2017
|
|
2016
|
||||||||||||
Consolidated Operating Revenue
|
|
2018
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||
Online Information Solutions
|
|
$
|
877.5
|
|
|
$
|
889.6
|
|
|
$
|
879.3
|
|
|
$
|
(12.1
|
)
|
|
(1
|
)%
|
|
$
|
10.3
|
|
|
1
|
%
|
Mortgage Solutions
|
|
153.6
|
|
|
148.9
|
|
|
$
|
142.2
|
|
|
$
|
4.7
|
|
|
3
|
%
|
|
$
|
6.7
|
|
|
5
|
%
|
||
Financial Marketing Services
|
|
216.2
|
|
|
224.2
|
|
|
$
|
215.0
|
|
|
$
|
(8.0
|
)
|
|
(4
|
)%
|
|
$
|
9.2
|
|
|
4
|
%
|
||
Total U.S. Information Solutions
|
|
1,247.3
|
|
|
1,262.7
|
|
|
$
|
1,236.5
|
|
|
$
|
(15.4
|
)
|
|
(1
|
)%
|
|
$
|
26.2
|
|
|
2
|
%
|
||
Asia Pacific
|
|
325.6
|
|
|
308.9
|
|
|
$
|
244.2
|
|
|
$
|
16.7
|
|
|
5
|
%
|
|
$
|
64.7
|
|
|
26
|
%
|
||
Europe
|
|
287.3
|
|
|
273.8
|
|
|
$
|
253.6
|
|
|
$
|
13.5
|
|
|
5
|
%
|
|
$
|
20.2
|
|
|
8
|
%
|
||
Latin America
|
|
206.6
|
|
|
213.6
|
|
|
$
|
183.9
|
|
|
$
|
(7.0
|
)
|
|
(3
|
)%
|
|
$
|
29.7
|
|
|
16
|
%
|
||
Canada
|
|
146.7
|
|
|
136.0
|
|
|
$
|
121.9
|
|
|
$
|
10.7
|
|
|
8
|
%
|
|
$
|
14.1
|
|
|
12
|
%
|
||
Total International
|
|
966.2
|
|
|
932.3
|
|
|
$
|
803.6
|
|
|
$
|
33.9
|
|
|
4
|
%
|
|
$
|
128.7
|
|
|
16
|
%
|
||
Verification Services
|
|
567.0
|
|
|
501.5
|
|
|
$
|
437.3
|
|
|
$
|
65.5
|
|
|
13
|
%
|
|
$
|
64.2
|
|
|
15
|
%
|
||
Employer Services
|
|
259.8
|
|
|
262.7
|
|
|
$
|
264.9
|
|
|
$
|
(2.9
|
)
|
|
(1
|
)%
|
|
$
|
(2.2
|
)
|
|
(1
|
)%
|
||
Total Workforce Solutions
|
|
826.8
|
|
|
764.2
|
|
|
$
|
702.2
|
|
|
$
|
62.6
|
|
|
8
|
%
|
|
$
|
62.0
|
|
|
9
|
%
|
||
Global Consumer Solutions
|
|
371.8
|
|
|
403.0
|
|
|
$
|
402.6
|
|
|
$
|
(31.2
|
)
|
|
(8
|
)%
|
|
$
|
0.4
|
|
|
—
|
%
|
||
Total operating revenue
|
|
$
|
3,412.1
|
|
|
$
|
3,362.2
|
|
|
$
|
3,144.9
|
|
|
$
|
49.9
|
|
|
1
|
%
|
|
$
|
217.3
|
|
|
7
|
%
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In millions)
|
||||||
Cash
|
$
|
1.6
|
|
|
$
|
4.3
|
|
Accounts receivable and other current assets
|
4.4
|
|
|
3.2
|
|
||
Other assets
|
0.3
|
|
|
0.4
|
|
||
Identifiable intangible assets
(1)
|
50.9
|
|
|
51.0
|
|
||
Goodwill
(2)
|
89.3
|
|
|
92.4
|
|
||
Total assets acquired
|
146.5
|
|
|
151.3
|
|
||
Other current liabilities
|
(2.9
|
)
|
|
(5.1
|
)
|
||
Other liabilities
|
(3.8
|
)
|
|
(10.9
|
)
|
||
Non-controlling interest
|
(1.8
|
)
|
|
—
|
|
||
Net assets acquired
|
$
|
138.0
|
|
|
$
|
135.3
|
|
(1)
|
Identifiable intangible assets are further disaggregated in the following table.
|
(2)
|
The goodwill related to DataX Ltd. is included in the USIS operating segment and the goodwill related to the other 2018 acquisitions is included in the Workforce Solutions and International operating segments. The goodwill related to the 2018 acquisitions is not deductible for tax purposes. The 2017 goodwill related to ID Watchdog, Inc. and Mercury is included in the GCS and International operating segments, respectively, and is not deductible for tax purposes.
|
|
|
December 31,
|
||||||||||
|
|
2018
|
|
2017
|
||||||||
Intangible asset category
|
|
Fair value
|
|
Weighted-average useful life
|
|
Fair value
|
|
Weighted-average useful life
|
||||
|
|
(in millions)
|
|
(in years)
|
|
(in millions)
|
|
(in years)
|
||||
Customer relationships
|
|
$
|
16.5
|
|
|
9.0
|
|
$
|
42.7
|
|
|
10.2
|
Acquired software and technology
|
|
2.7
|
|
|
2.7
|
|
6.5
|
|
|
6.5
|
||
Purchased data files
|
|
30.2
|
|
|
11.3
|
|
—
|
|
|
n/a
|
||
Non-compete agreements
|
|
0.8
|
|
|
2.6
|
|
—
|
|
|
n/a
|
||
Trade names and other intangible assets
|
|
0.7
|
|
|
1.9
|
|
1.8
|
|
|
2.9
|
||
Total acquired intangibles
|
|
$
|
50.9
|
|
|
9.8
|
|
$
|
51.0
|
|
|
9.5
|
|
|
International
|
|
Workforce Solutions
|
|
Global Consumer Solutions
|
|
Total
|
|||||||||||
|
(In millions)
|
||||||||||||||||||
Balance, December 31, 2016
|
$
|
1,071.3
|
|
|
$
|
1,814.6
|
|
|
$
|
952.1
|
|
|
$
|
136.3
|
|
|
$
|
3,974.3
|
|
Acquisitions
|
—
|
|
|
43.9
|
|
|
—
|
|
|
48.5
|
|
|
92.4
|
|
|||||
Adjustments to initial purchase price allocation
|
—
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|||||
Foreign currency translation
|
—
|
|
|
109.9
|
|
|
—
|
|
|
6.4
|
|
|
116.3
|
|
|||||
Balance, December 31, 2017
|
1,071.3
|
|
|
1,969.4
|
|
|
952.1
|
|
|
191.2
|
|
|
4,184.0
|
|
|||||
Acquisitions
|
57.7
|
|
|
14.5
|
|
|
17.1
|
|
|
—
|
|
|
89.3
|
|
|||||
Adjustments to initial purchase price allocation
|
(0.1
|
)
|
|
1.3
|
|
|
1.0
|
|
|
(1.0
|
)
|
|
1.2
|
|
|||||
Foreign currency translation
|
—
|
|
|
(140.5
|
)
|
|
—
|
|
|
(4.3
|
)
|
|
(144.8
|
)
|
|||||
Balance, December 31, 2018
|
$
|
1,128.9
|
|
|
$
|
1,844.7
|
|
|
$
|
970.2
|
|
|
$
|
185.9
|
|
|
$
|
4,129.7
|
|
|
Amount
|
||
|
(In millions)
|
||
Balance, December 31, 2016
|
$
|
94.8
|
|
Foreign currency translation
|
0.2
|
|
|
Balance, December 31, 2017
|
95.0
|
|
|
Foreign currency translation
|
(0.2
|
)
|
|
Balance, December 31, 2018
|
$
|
94.8
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
||||||||||||
Definite-lived intangible assets:
|
(In millions)
|
||||||||||||||||||||||
Purchased data files
|
$
|
911.4
|
|
|
$
|
(298.7
|
)
|
|
$
|
612.7
|
|
|
$
|
955.7
|
|
|
$
|
(262.2
|
)
|
|
$
|
693.5
|
|
Acquired software and technology
|
130.3
|
|
|
(84.1
|
)
|
|
46.2
|
|
|
142.3
|
|
|
(66.6
|
)
|
|
75.7
|
|
||||||
Customer relationships
|
693.1
|
|
|
(295.2
|
)
|
|
397.9
|
|
|
772.4
|
|
|
(326.7
|
)
|
|
445.7
|
|
||||||
Reacquired rights
|
73.3
|
|
|
(73.3
|
)
|
|
—
|
|
|
73.3
|
|
|
(65.6
|
)
|
|
7.7
|
|
||||||
Proprietary database
|
46.3
|
|
|
(12.5
|
)
|
|
33.8
|
|
|
22.1
|
|
|
(8.7
|
)
|
|
13.4
|
|
||||||
Non-compete agreements
|
3.8
|
|
|
(2.2
|
)
|
|
1.6
|
|
|
14.1
|
|
|
(12.7
|
)
|
|
1.4
|
|
||||||
Trade names and other intangible assets
|
18.7
|
|
|
(11.7
|
)
|
|
7.0
|
|
|
20.2
|
|
|
(10.6
|
)
|
|
9.6
|
|
||||||
Total definite-lived intangible assets
|
$
|
1,876.9
|
|
|
$
|
(777.7
|
)
|
|
$
|
1,099.2
|
|
|
$
|
2,000.1
|
|
|
$
|
(753.1
|
)
|
|
$
|
1,247.0
|
|
Years ending December 31,
|
|
Amount
|
||
|
|
(In millions)
|
||
2019
|
|
$
|
132.0
|
|
2020
|
|
124.6
|
|
|
2021
|
|
107.4
|
|
|
2022
|
|
103.0
|
|
|
2023
|
|
101.8
|
|
|
Thereafter
|
|
530.4
|
|
|
|
|
$
|
1,099.2
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In millions)
|
||||||
|
|
|
|||||
Commercial paper (“CP”)
|
$
|
—
|
|
|
$
|
562.6
|
|
Revolver
|
—
|
|
|
100.0
|
|
||
Term loan, due Nov 2018
|
—
|
|
|
400.0
|
|
||
Notes, 2.30%, due June 2021
|
500.0
|
|
|
500.0
|
|
||
Notes, 3.60%, due Aug 2021
|
300.0
|
|
|
—
|
|
||
Notes, Floating Rate, due Aug 2021
|
300.0
|
|
|
—
|
|
||
Notes, 3.30%, due Dec 2022
|
500.0
|
|
|
500.0
|
|
||
Notes, 3.95%, due May 2023
|
400.0
|
|
|
—
|
|
||
Notes, 3.25%, due June 2026
|
275.0
|
|
|
275.0
|
|
||
Debentures, 6.90%, due July 2028
|
125.0
|
|
|
125.0
|
|
||
Notes, 7.00%, due July 2037
|
250.0
|
|
|
250.0
|
|
||
Other
|
4.9
|
|
|
2.7
|
|
||
Total debt
|
2,654.9
|
|
|
2,715.3
|
|
||
Less short-term debt and current maturities
|
(4.9
|
)
|
|
(965.3
|
)
|
||
Less unamortized discounts and debt issuance costs
|
(19.4
|
)
|
|
(11.0
|
)
|
||
Total long-term debt, net of discount
|
$
|
2,630.6
|
|
|
$
|
1,739.0
|
|
Years ending December 31,
|
|
Amount
|
||
|
|
(In millions)
|
||
2019
|
|
$
|
4.9
|
|
2020
|
|
—
|
|
|
2021
|
|
1,100.0
|
|
|
2022
|
|
500.0
|
|
|
2023
|
|
400.0
|
|
|
Thereafter
|
|
650.0
|
|
|
Total debt
|
|
$
|
2,654.9
|
|
|
|
Accrued Liabilities
|
|
Insurance Receivable
|
||||
|
|
(In millions)
|
||||||
Balance at September 7, 2017
|
|
|
|
|
||||
(Expenses incurred) insurance receivable recorded
|
|
$
|
(164.0
|
)
|
|
$
|
50.0
|
|
Payments made (received)
|
|
88.4
|
|
|
(15.0
|
)
|
||
Balance at December 31, 2017
|
|
$
|
(75.6
|
)
|
|
$
|
35.0
|
|
(Expenses incurred) insurance receivable recorded
|
|
$
|
(20.4
|
)
|
|
$
|
75.0
|
|
Payments made (received)
|
|
83.3
|
|
|
(110.0
|
)
|
||
Balance at December 31, 2018
|
|
$
|
(12.7
|
)
|
|
$
|
—
|
|
Years ending December 31,
|
|
Amount
|
||
|
|
(In millions)
|
||
2019
|
|
$
|
32.5
|
|
2020
|
|
29.8
|
|
|
2021
|
|
25.3
|
|
|
2022
|
|
22.8
|
|
|
2023
|
|
19.7
|
|
|
Thereafter
|
|
62.1
|
|
|
|
|
$
|
192.2
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In millions)
|
||||||||||
Current:
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
9.4
|
|
|
$
|
107.8
|
|
|
$
|
154.8
|
|
State
|
11.4
|
|
|
13.2
|
|
|
24.3
|
|
|||
Foreign
|
31.5
|
|
|
71.7
|
|
|
67.0
|
|
|||
|
52.3
|
|
|
192.7
|
|
|
246.1
|
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
|||
Federal
|
22.6
|
|
|
(19.2
|
)
|
|
16.5
|
|
|||
State
|
0.7
|
|
|
1.3
|
|
|
2.8
|
|
|||
Foreign
|
(25.6
|
)
|
|
(26.2
|
)
|
|
(32.3
|
)
|
|||
|
(2.3
|
)
|
|
(44.1
|
)
|
|
(13.0
|
)
|
|||
Provision for income taxes
|
$
|
50.0
|
|
|
$
|
148.6
|
|
|
$
|
233.1
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In millions)
|
||||||||||
Federal statutory rate
|
21.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|||
|
|
|
|
|
|
||||||
Provision computed at federal statutory rate
|
$
|
74.8
|
|
|
$
|
261.3
|
|
|
$
|
254.9
|
|
State and local taxes, net of federal tax benefit
|
10.7
|
|
|
13.3
|
|
|
17.2
|
|
|||
Foreign
|
0.1
|
|
|
(41.9
|
)
|
|
(40.3
|
)
|
|||
Tax Cuts and Jobs Act of 2017
|
—
|
|
|
(48.3
|
)
|
|
|
||||
Federal research & development credit
|
(13.0
|
)
|
|
(6.7
|
)
|
|
—
|
|
|||
Equity compensation
|
(7.5
|
)
|
|
(26.7
|
)
|
|
—
|
|
|||
Tax reserves
|
2.4
|
|
|
2.5
|
|
|
11.9
|
|
|||
Equifax Australia settlement
|
(14.1
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
(3.4
|
)
|
|
(4.9
|
)
|
|
(10.6
|
)
|
|||
Provision for income taxes
|
$
|
50.0
|
|
|
$
|
148.6
|
|
|
$
|
233.1
|
|
|
|
|
|
|
|
||||||
Effective income tax rate
|
14.0
|
%
|
|
19.9
|
%
|
|
32.0
|
%
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In millions)
|
||||||
Deferred income tax assets:
|
|
|
|
|
|
||
Net operating and capital loss carryforwards
|
$
|
326.8
|
|
|
$
|
279.9
|
|
Goodwill and intangible assets
|
119.4
|
|
|
129.3
|
|
||
Employee compensation programs
|
42.0
|
|
|
33.1
|
|
||
Foreign tax credits
|
16.8
|
|
|
17.6
|
|
||
Employee pension benefits
|
35.2
|
|
|
40.8
|
|
||
Reserves and accrued expenses
|
28.3
|
|
|
23.8
|
|
||
Research and development costs
|
30.3
|
|
|
26.7
|
|
||
Other
|
11.6
|
|
|
8.7
|
|
||
Gross deferred income tax assets
|
610.4
|
|
|
559.9
|
|
||
Valuation allowance
|
(431.9
|
)
|
|
(401.8
|
)
|
||
Total deferred income tax assets, net
|
178.5
|
|
|
158.1
|
|
||
|
|
|
|
|
|
||
Deferred income tax liabilities:
|
|
|
|
|
|
||
Goodwill and intangible assets
|
(431.0
|
)
|
|
(387.6
|
)
|
||
Undistributed earnings of foreign subsidiaries
|
(8.7
|
)
|
|
(7.6
|
)
|
||
Depreciation
|
(31.6
|
)
|
|
(41.5
|
)
|
||
Other
|
(12.3
|
)
|
|
(20.6
|
)
|
||
Total deferred income tax liability
|
(483.6
|
)
|
|
(457.3
|
)
|
||
Net deferred income tax liability
|
$
|
(305.1
|
)
|
|
$
|
(299.2
|
)
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In millions)
|
||||||
Long-term deferred income tax assets, included in other assets
|
$
|
11.1
|
|
|
$
|
5.9
|
|
Long-term deferred income tax liabilities
|
(316.2
|
)
|
|
(305.1
|
)
|
||
Net deferred income tax liability
|
$
|
(305.1
|
)
|
|
$
|
(299.2
|
)
|
|
2018
|
|
2017
|
||||
|
(In millions)
|
||||||
Beginning balance (January 1)
|
$
|
35.0
|
|
|
$
|
32.5
|
|
Increases related to prior year tax positions
|
2.0
|
|
|
0.6
|
|
||
Decreases related to prior year tax positions
|
(15.2
|
)
|
|
(5.6
|
)
|
||
Increases related to current year tax positions
|
5.0
|
|
|
13.1
|
|
||
Decreases related to settlements
|
(0.5
|
)
|
|
(0.3
|
)
|
||
Expiration of the statute of limitations for the assessment of taxes
|
(3.5
|
)
|
|
(5.8
|
)
|
||
Currency translation adjustment
|
(0.5
|
)
|
|
0.5
|
|
||
Ending balance (December 31)
|
$
|
22.3
|
|
|
$
|
35.0
|
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In millions)
|
||||||||||
Cost of services
|
|
$
|
9.5
|
|
|
$
|
7.2
|
|
|
$
|
4.5
|
|
Selling, general and administrative expenses
|
|
33.0
|
|
|
31.1
|
|
|
32.6
|
|
|||
Stock-based compensation expense, before income taxes
|
|
$
|
42.5
|
|
|
$
|
38.3
|
|
|
$
|
37.1
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Dividend yield
|
1.2
|
%
|
|
1.9
|
%
|
|
1.2
|
%
|
|||
Expected volatility
|
21.8
|
%
|
|
22.8
|
%
|
|
19.4
|
%
|
|||
Risk-free interest rate
|
2.7
|
%
|
|
1.1
|
%
|
|
1.2
|
%
|
|||
Expected term (in years)
|
4.8
|
|
|
4.8
|
|
|
4.8
|
|
|||
Weighted-average fair value of stock options granted
|
$
|
24.34
|
|
|
$
|
22.20
|
|
|
$
|
20.62
|
|
|
Shares
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value
|
|||||
|
(In thousands)
|
|
|
|
(In years)
|
|
(In millions)
|
|||||
Outstanding at December 31, 2017
|
1,184
|
|
|
$
|
87.64
|
|
|
|
|
|
|
|
Granted (all at market price)
|
553
|
|
|
$
|
122.35
|
|
|
|
|
|
|
|
Exercised
|
(212
|
)
|
|
$
|
60.55
|
|
|
|
|
|
|
|
Forfeited and canceled
|
(63
|
)
|
|
$
|
114.67
|
|
|
|
|
|
|
|
Outstanding at December 31, 2018
|
1,462
|
|
|
$
|
103.50
|
|
|
7.3
|
|
$
|
14.0
|
|
Vested and expected to vest at December 31, 2018
|
1,415
|
|
|
$
|
103.01
|
|
|
7.2
|
|
$
|
13.9
|
|
Exercisable at December 31, 2018
|
631
|
|
|
$
|
80.81
|
|
|
5.2
|
|
$
|
14.0
|
|
|
December 31,
|
||||||||||||
|
2017
|
|
2016
|
||||||||||
|
Shares
|
|
Weighted-
Average Price
|
|
Shares
|
|
Weighted-
Average Price
|
||||||
|
(In thousands)
|
|
|
|
(In thousands)
|
|
|
||||||
Outstanding at the beginning of the year
|
1,228
|
|
|
$
|
66.81
|
|
|
1,866
|
|
|
$
|
49.54
|
|
Granted (all at market price)
|
401
|
|
|
$
|
114.66
|
|
|
181
|
|
|
$
|
131.41
|
|
Exercised
|
(398
|
)
|
|
$
|
48.23
|
|
|
(779
|
)
|
|
$
|
40.61
|
|
Forfeited and canceled
|
(47
|
)
|
|
$
|
103.13
|
|
|
(40
|
)
|
|
$
|
72.06
|
|
Outstanding at the end of the year
|
1,184
|
|
|
$
|
87.64
|
|
|
1,228
|
|
|
$
|
66.81
|
|
Exercisable at end of year
|
636
|
|
|
$
|
62.62
|
|
|
856
|
|
|
$
|
48.43
|
|
|
Shares
|
|
Weighted-Average
Grant Date
Fair Value
|
|||
|
(In thousands)
|
|
|
|
||
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
|
|
Granted
|
498
|
|
|
$
|
89.45
|
|
Vested
|
(632
|
)
|
|
$
|
56.53
|
|
Forfeited
|
(42
|
)
|
|
$
|
104.24
|
|
Nonvested at December 31, 2017
|
1,011
|
|
|
$
|
109.48
|
|
Granted
|
563
|
|
|
$
|
109.71
|
|
Vested
|
(417
|
)
|
|
$
|
87.09
|
|
Forfeited
|
(82
|
)
|
|
$
|
115.40
|
|
Nonvested at December 31, 2018
|
1,075
|
|
|
$
|
120.11
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(In millions)
|
||||||||||||||
Change in projected benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
||||
Benefit obligation at January 1,
|
$
|
731.6
|
|
|
$
|
693.6
|
|
|
$
|
24.2
|
|
|
$
|
22.5
|
|
Service cost
|
3.6
|
|
|
4.0
|
|
|
0.4
|
|
|
0.4
|
|
||||
Interest cost
|
26.4
|
|
|
28.5
|
|
|
0.8
|
|
|
0.9
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
0.7
|
|
|
0.5
|
|
||||
Actuarial loss (gain)
|
(49.4
|
)
|
|
45.5
|
|
|
(1.5
|
)
|
|
2.5
|
|
||||
Foreign currency exchange rate changes
|
(3.3
|
)
|
|
3.1
|
|
|
(0.1
|
)
|
|
0.1
|
|
||||
Benefits paid
|
(42.9
|
)
|
|
(43.1
|
)
|
|
(2.6
|
)
|
|
(2.7
|
)
|
||||
Projected benefit obligation at December 31,
|
666.0
|
|
|
731.6
|
|
|
21.9
|
|
|
24.2
|
|
||||
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at January 1,
|
561.1
|
|
|
515.3
|
|
|
17.1
|
|
|
16.6
|
|
||||
Actual return on plan assets
|
(18.7
|
)
|
|
81.2
|
|
|
(0.6
|
)
|
|
2.9
|
|
||||
Employer contributions
|
36.3
|
|
|
5.9
|
|
|
1.9
|
|
|
2.2
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
0.7
|
|
|
0.5
|
|
||||
Foreign currency exchange rate changes
|
(2.0
|
)
|
|
1.8
|
|
|
—
|
|
|
—
|
|
||||
Other disbursements
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|
(2.4
|
)
|
||||
Benefits paid
|
(42.9
|
)
|
|
(43.1
|
)
|
|
(2.6
|
)
|
|
(2.7
|
)
|
||||
Fair value of plan assets at December 31,
|
533.8
|
|
|
561.1
|
|
|
13.9
|
|
|
17.1
|
|
||||
Funded status of plan
|
$
|
(132.2
|
)
|
|
$
|
(170.5
|
)
|
|
$
|
(8.0
|
)
|
|
$
|
(7.1
|
)
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
(In millions)
|
||||||||||||||
Amounts recognized in the statements of financial position consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Noncurrent assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
|
(5.6
|
)
|
|
(5.4
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
||||
Long-term liabilities
|
|
(126.6
|
)
|
|
(165.1
|
)
|
|
(7.9
|
)
|
|
(6.9
|
)
|
||||
Net amount recognized
|
|
$
|
(132.2
|
)
|
|
$
|
(170.5
|
)
|
|
$
|
(8.0
|
)
|
|
$
|
(7.1
|
)
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
(In millions)
|
||||||||||||||
Prior service cost, net of accumulated taxes of $1.9 and $2.0 in 2018 and 2017, respectively, for pension benefits and $(0.3) and $(0.5) in 2018 and 2017, respectively, for other benefits
|
|
$
|
5.9
|
|
|
$
|
6.3
|
|
|
$
|
(0.9
|
)
|
|
$
|
(1.8
|
)
|
Net actuarial loss, net of accumulated taxes of $88.7 and $91.0 in 2018 and 2017, respectively, for pension benefits and $2.8 and $3.1 in 2018 and 2017, respectively, for other benefits
|
|
283.4
|
|
|
243.2
|
|
|
8.7
|
|
|
9.8
|
|
||||
Impact of Tax Cuts and Jobs Act of 2017
|
|
—
|
|
|
48.7
|
|
|
—
|
|
|
1.3
|
|
||||
Accumulated other comprehensive loss
|
|
$
|
289.3
|
|
|
$
|
298.2
|
|
|
$
|
7.8
|
|
|
$
|
9.3
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
(In millions)
|
||||||||||||||
Amounts arising during the period:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net actuarial loss (gain), net of taxes of $2.6 in 2018 and $0.0 in 2017, respectively, for pension benefits and $0.0 in 2018 and $0.1 in 2017, respectively, for other benefits
|
|
$
|
6.6
|
|
|
$
|
2.5
|
|
|
$
|
(1.5
|
)
|
|
$
|
0.9
|
|
Foreign currency exchange rate gain, net of taxes of ($0.1) in 2018 and $(1.2) in 2017, respectively, for pension benefits and $0.0 in 2018 and 2017, respectively, for other benefits
|
|
(0.2
|
)
|
|
(0.4
|
)
|
|
0.3
|
|
|
1.1
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Amounts recognized in net periodic benefit cost during the period:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Recognized actuarial loss, net of taxes of $(4.8) and $(3.7) in 2018 and 2017, respectively, for pension benefits and $(0.3) in 2018 and 2017, respectively, for other benefits
|
|
(14.9
|
)
|
|
(11.8
|
)
|
|
(1.1
|
)
|
|
(1.0
|
)
|
||||
Amortization of prior service cost, net of taxes of $(0.1) 2018 and 2017, for pension benefits and $0.2 in 2018 and 2017 for other benefits
|
|
(0.4
|
)
|
|
(0.5
|
)
|
|
0.8
|
|
|
0.8
|
|
||||
Total recognized in other comprehensive income
|
|
$
|
(8.9
|
)
|
|
$
|
(10.2
|
)
|
|
$
|
(1.5
|
)
|
|
$
|
1.8
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Service cost
|
$
|
3.6
|
|
|
$
|
4.0
|
|
|
$
|
3.6
|
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
|
$
|
0.3
|
|
Interest cost
|
26.4
|
|
|
28.5
|
|
|
31.3
|
|
|
0.8
|
|
|
0.9
|
|
|
0.8
|
|
||||||
Expected return on plan assets
|
(37.5
|
)
|
|
(37.4
|
)
|
|
(37.6
|
)
|
|
(1.1
|
)
|
|
(1.2
|
)
|
|
(1.4
|
)
|
||||||
Amortization of prior service cost
|
0.5
|
|
|
0.6
|
|
|
0.8
|
|
|
(1.0
|
)
|
|
(1.0
|
)
|
|
(1.1
|
)
|
||||||
Recognized actuarial loss (gain)
|
19.7
|
|
|
15.5
|
|
|
13.6
|
|
|
1.4
|
|
|
1.3
|
|
|
0.8
|
|
||||||
Total net periodic benefit cost (income)
|
$
|
12.7
|
|
|
$
|
11.2
|
|
|
$
|
11.7
|
|
|
$
|
0.5
|
|
|
$
|
0.4
|
|
|
$
|
(0.6
|
)
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||
|
|
(In millions)
|
||||||
Actuarial loss, net of taxes of $3.7 for pension benefits and $0.3 for other benefits
|
|
$
|
11.5
|
|
|
$
|
1.0
|
|
Prior service cost, net of taxes of $0.1 for pension benefits and $(0.2) for other benefits
|
|
$
|
0.4
|
|
|
$
|
(0.8
|
)
|
Weighted-average assumptions used to determine benefit obligations at December 31,
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|||||
Discount rate
|
|
4.39
|
%
|
|
3.73
|
%
|
|
4.30
|
%
|
|
3.60
|
%
|
Rate of compensation increase
|
|
4.93
|
%
|
|
4.88
|
%
|
|
N/A
|
|
|
N/A
|
|
Weighted-average assumptions used to determine net periodic benefit cost at December 31,
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|||||||
Discount rate
|
|
3.73
|
%
|
|
4.23
|
%
|
|
4.86
|
%
|
|
3.60
|
%
|
|
3.98
|
%
|
|
4.39
|
%
|
Expected return on plan assets
|
|
7.14
|
%
|
|
7.14
|
%
|
|
7.14
|
%
|
|
7.25
|
%
|
|
7.25
|
%
|
|
7.25
|
%
|
Rate of compensation increase
|
|
4.88
|
%
|
|
4.88
|
%
|
|
4.80
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
1-Percentage Point Increase
|
|
1-Percentage Point Decrease
|
||||
|
|
(In millions)
|
||||||
Effect on total service and interest cost components
|
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
Effect on accumulated postretirement benefit obligation
|
|
$
|
1.4
|
|
|
$
|
(1.2
|
)
|
Years ending December 31, 2018
|
|
U.S. Defined Benefit Plans
|
|
Non-U.S. Defined Benefit Plans
|
|
Other Benefit Plans
|
||||||
|
|
(In millions)
|
||||||||||
2019
|
|
$
|
42.9
|
|
|
$
|
1.9
|
|
|
$
|
1.6
|
|
2020
|
|
$
|
43.1
|
|
|
$
|
1.9
|
|
|
$
|
1.8
|
|
2021
|
|
$
|
43.4
|
|
|
$
|
1.9
|
|
|
$
|
1.8
|
|
2022
|
|
$
|
43.3
|
|
|
$
|
2.0
|
|
|
$
|
1.8
|
|
2023
|
|
$
|
43.0
|
|
|
$
|
2.0
|
|
|
$
|
1.8
|
|
Next five fiscal years to December 31, 2028
|
|
$
|
204.8
|
|
|
$
|
11.7
|
|
|
$
|
9.6
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using:
|
|||||||||||
|
|
|
Fair Value at December 31, 2018
|
|
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)
|
|
$
|
64.6
|
|
|
$
|
64.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Small- and Mid-Cap Equity
|
(1)
|
|
18.3
|
|
|
18.3
|
|
|
—
|
|
|
—
|
|
||||
International Equity
|
(1) (2)
|
|
90.4
|
|
|
10.0
|
|
|
80.4
|
|
|
—
|
|
||||
Fixed Income
|
(2)
|
|
281.7
|
|
|
—
|
|
|
281.7
|
|
|
—
|
|
||||
Private Equity
|
(3)
|
|
18.6
|
|
|
—
|
|
|
—
|
|
|
18.6
|
|
||||
Hedge Funds
|
(4)
|
|
34.3
|
|
|
—
|
|
|
—
|
|
|
34.3
|
|
||||
Real Assets
|
(5)
|
|
19.9
|
|
|
—
|
|
|
—
|
|
|
19.9
|
|
||||
Cash
|
(1)
|
|
6.0
|
|
|
6.0
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
|
$
|
533.8
|
|
|
$
|
98.9
|
|
|
$
|
362.1
|
|
|
$
|
72.8
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using:
|
|||||||||||
|
|
|
Fair Value at December 31, 2017
|
|
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)
|
|
$
|
125.5
|
|
|
$
|
125.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Small- and Mid-Cap Equity
|
(1)
|
|
39.0
|
|
|
39.0
|
|
|
—
|
|
|
—
|
|
||||
International Equity
|
(1) (2)
|
|
105.1
|
|
|
13.2
|
|
|
91.9
|
|
|
—
|
|
||||
Fixed Income
|
(2)
|
|
204.0
|
|
|
—
|
|
|
204.0
|
|
|
—
|
|
||||
Private Equity
|
(3)
|
|
24.1
|
|
|
—
|
|
|
—
|
|
|
24.1
|
|
||||
Hedge Funds
|
(4)
|
|
35.0
|
|
|
—
|
|
|
—
|
|
|
35.0
|
|
||||
Real Assets
|
(5)
|
|
18.7
|
|
|
—
|
|
|
—
|
|
|
18.7
|
|
||||
Cash
|
(1)
|
|
9.7
|
|
|
9.7
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
|
$
|
561.1
|
|
|
$
|
187.4
|
|
|
$
|
295.9
|
|
|
$
|
77.8
|
|
(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, 2018
and
2017
, we had
$9.9 million
and
$10.7 million
, respectively, 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, 2018
and
2017
, we had
$0.1 million
and
$0.5 million
, respectively, of remaining commitments related to the real asset investments.
|
|
Private Equity
|
|
Hedge Funds
|
|
Real Assets
|
||||||
|
(In millions)
|
||||||||||
Balance at December 31, 2016
|
$
|
33.5
|
|
|
$
|
33.7
|
|
|
$
|
19.3
|
|
Return on plan assets:
|
|
|
|
|
|
||||||
Unrealized
|
(1.8
|
)
|
|
1.8
|
|
|
0.1
|
|
|||
Realized
|
1.0
|
|
|
—
|
|
|
(0.1
|
)
|
|||
Purchases
|
1.0
|
|
|
—
|
|
|
0.5
|
|
|||
Sales
|
(9.6
|
)
|
|
(0.5
|
)
|
|
(1.1
|
)
|
|||
Balance at December 31, 2017
|
$
|
24.1
|
|
|
$
|
35.0
|
|
|
$
|
18.7
|
|
Return on plan assets:
|
|
|
|
|
|
|
|
|
|||
Unrealized
|
$
|
1.3
|
|
|
$
|
(0.6
|
)
|
|
$
|
1.6
|
|
Realized
|
1.7
|
|
|
—
|
|
|
—
|
|
|||
Purchases
|
1.1
|
|
|
—
|
|
|
0.3
|
|
|||
Sales
|
(9.6
|
)
|
|
(0.1
|
)
|
|
(0.7
|
)
|
|||
Balance at December 31, 2018
|
$
|
18.6
|
|
|
$
|
34.3
|
|
|
$
|
19.9
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using:
|
|||||||||||
Description
|
|
Fair Value at December 31, 2018
|
|
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)
|
|
$
|
1.8
|
|
|
$
|
1.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Small- and Mid-Cap Equity
|
(1)
|
|
0.5
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
||||
International Equity
|
(1) (2)
|
|
1.9
|
|
|
0.3
|
|
|
1.6
|
|
|
—
|
|
||||
Fixed Income
|
(2)
|
|
7.4
|
|
|
—
|
|
|
7.4
|
|
|
—
|
|
||||
Private Equity
|
(3)
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
||||
Hedge Funds
|
(4)
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
||||
Real Assets
|
(5)
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
||||
Cash
|
(1)
|
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
|
$
|
13.9
|
|
|
$
|
2.8
|
|
|
$
|
9.0
|
|
|
$
|
2.1
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using:
|
|||||||||||
Description
|
|
Fair Value at December 31, 2017
|
|
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)
|
|
$
|
4.2
|
|
|
$
|
4.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Small- and Mid-Cap Equity
|
(1)
|
|
1.3
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
||||
International Equity
|
(1) (2)
|
|
2.7
|
|
|
0.5
|
|
|
2.2
|
|
|
—
|
|
||||
Fixed Income
|
(2)
|
|
6.0
|
|
|
—
|
|
|
6.0
|
|
|
—
|
|
||||
Private Equity
|
(3)
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||
Hedge Funds
|
(4)
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
||||
Real Assets
|
(5)
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
||||
Cash
|
(1)
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
|
$
|
17.1
|
|
|
$
|
6.3
|
|
|
$
|
8.2
|
|
|
$
|
2.6
|
|
(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.
|
•
|
The Executive Life and Supplemental Retirement Benefit Plan Grantor Trust was used to ensure that the insurance premiums due under the Executive Life and Supplemental Retirement Benefit Plan were 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, 2017
|
$
|
(103.3
|
)
|
|
$
|
(307.5
|
)
|
|
$
|
(1.2
|
)
|
|
$
|
(412.0
|
)
|
Other comprehensive income(loss) before reclassifications
|
(224.7
|
)
|
|
(5.2
|
)
|
|
—
|
|
|
(229.9
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income(loss)
|
—
|
|
|
15.6
|
|
|
—
|
|
|
15.6
|
|
||||
Balance, December 31, 2018
|
$
|
(328.0
|
)
|
|
$
|
(297.1
|
)
|
|
$
|
(1.2
|
)
|
|
$
|
(626.3
|
)
|
Details about accumulated other comprehensive income components
|
|
Amount reclassified from accumulated other comprehensive income(loss)
|
|
Affected line item in the statement where net income is presented
|
||
|
|
(In millions)
|
||||
Amortization of pension and other postretirement plan items:
|
|
|
|
|
|
|
Prior service cost
|
|
$
|
0.5
|
|
|
(1)
|
Recognized actuarial loss
|
|
(21.1
|
)
|
|
(1)
|
|
|
|
(20.6
|
)
|
|
Total before tax
|
|
|
|
5.0
|
|
|
Tax benefit
|
|
|
|
$
|
(15.6
|
)
|
|
Net of tax
|
(1)
|
These accumulated other comprehensive income(loss) components are included in the computation of net periodic pension cost (See Note 9 Benefit Plans for additional details).
|
•
|
U.S. Information Solutions
|
•
|
International
|
•
|
Workforce Solutions
|
•
|
Global Consumer Solutions
|
|
|
Twelve Months Ended
December 31,
|
||||||||||
Operating revenue:
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In millions)
|
||||||||||
U.S. Information Solutions
|
|
$
|
1,247.3
|
|
|
$
|
1,262.7
|
|
|
$
|
1,236.5
|
|
International
|
|
966.2
|
|
|
932.3
|
|
|
803.6
|
|
|||
Workforce Solutions
|
|
826.8
|
|
|
764.2
|
|
|
702.2
|
|
|||
Global Consumer Solutions
|
|
371.8
|
|
|
403.0
|
|
|
402.6
|
|
|||
Total operating revenue
|
|
$
|
3,412.1
|
|
|
$
|
3,362.2
|
|
|
$
|
3,144.9
|
|
|
|
Twelve Months Ended
December 31, |
||||||||||
Operating income:
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In millions)
|
||||||||||
U.S. Information Solutions
|
|
$
|
441.7
|
|
|
$
|
539.1
|
|
|
$
|
537.0
|
|
International
|
|
108.6
|
|
|
169.3
|
|
|
111.5
|
|
|||
Workforce Solutions
|
|
332.7
|
|
|
331.9
|
|
|
295.5
|
|
|||
Global Consumer Solutions
|
|
68.6
|
|
|
106.2
|
|
|
112.4
|
|
|||
General Corporate Expense
|
|
(503.6
|
)
|
|
(314.8
|
)
|
|
(231.3
|
)
|
|||
Total operating income
|
|
$
|
448.0
|
|
|
$
|
831.7
|
|
|
$
|
825.1
|
|
|
|
December 31,
|
||||||
Total assets:
|
|
2018
|
|
2017
|
||||
|
|
(In millions)
|
||||||
U.S. Information Solutions
|
|
$
|
1,654.8
|
|
|
$
|
1,587.3
|
|
International
|
|
2,959.1
|
|
|
3,145.7
|
|
||
Workforce Solutions
|
|
1,249.5
|
|
|
1,227.4
|
|
||
Global Consumer Solutions
|
|
255.0
|
|
|
254.0
|
|
||
General Corporate
|
|
1,034.8
|
|
|
1,019.0
|
|
||
Total assets
|
|
$
|
7,153.2
|
|
|
$
|
7,233.4
|
|
|
|
Twelve Months Ended
December 31, |
||||||||||
Depreciation and amortization expense:
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In millions)
|
||||||||||
U.S. Information Solutions
|
|
$
|
79.2
|
|
|
$
|
83.7
|
|
|
$
|
82.1
|
|
International
|
|
118.5
|
|
|
109.9
|
|
|
101.6
|
|
|||
Workforce Solutions
|
|
45.8
|
|
|
42.1
|
|
|
42.7
|
|
|||
Global Consumer Solutions
|
|
14.9
|
|
|
13.2
|
|
|
9.6
|
|
|||
General Corporate
|
|
52.0
|
|
|
38.9
|
|
|
29.4
|
|
|||
Total depreciation and amortization expense
|
|
$
|
310.4
|
|
|
$
|
287.8
|
|
|
$
|
265.4
|
|
|
|
Twelve Months Ended
December 31, |
||||||||||
Capital expenditures:
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In millions)
|
||||||||||
U.S. Information Solutions
|
|
$
|
42.0
|
|
|
$
|
18.6
|
|
|
$
|
19.1
|
|
International
|
|
104.4
|
|
|
59.7
|
|
|
50.3
|
|
|||
Workforce Solutions
|
|
44.0
|
|
|
28.9
|
|
|
22.2
|
|
|||
Global Consumer Solutions
|
|
29.4
|
|
|
15.0
|
|
|
12.3
|
|
|||
General Corporate
|
|
148.3
|
|
|
91.8
|
|
|
87.6
|
|
|||
Total capital expenditures*
|
|
$
|
368.1
|
|
|
$
|
214.0
|
|
|
$
|
191.5
|
|
|
|
Twelve Months Ended
December 31, |
|||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
|
|
|
|
|
(In millions)
|
|
|
|
|
|||||||||||
Operating revenue (based on location of customer):
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||||||
U.S.
|
|
$
|
2,405.1
|
|
|
71
|
%
|
|
$
|
2,379.7
|
|
|
71
|
%
|
|
$
|
2,290.9
|
|
|
73
|
%
|
U.K.
|
|
316.4
|
|
|
9
|
%
|
|
311.2
|
|
|
9
|
%
|
|
232.1
|
|
|
7
|
%
|
|||
Australia
|
|
321.2
|
|
|
9
|
%
|
|
304.0
|
|
|
9
|
%
|
|
214.3
|
|
|
7
|
%
|
|||
Canada
|
|
158.5
|
|
|
5
|
%
|
|
148.9
|
|
|
4
|
%
|
|
134.3
|
|
|
4
|
%
|
|||
Other
|
|
210.9
|
|
|
6
|
%
|
|
218.4
|
|
|
7
|
%
|
|
273.3
|
|
|
9
|
%
|
|||
Total operating revenue
|
|
$
|
3,412.1
|
|
|
100
|
%
|
|
$
|
3,362.2
|
|
|
100
|
%
|
|
$
|
3,144.9
|
|
|
100
|
%
|
|
|
December 31,
|
||||||||||||
|
|
2018
|
|
2017
|
||||||||||
|
|
|
|
(In millions)
|
|
|
||||||||
Long-lived assets:
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
U.S.
|
|
$
|
3,457.0
|
|
|
55
|
%
|
|
$
|
3,274.5
|
|
|
53
|
%
|
U.K.
|
|
289.0
|
|
|
5
|
%
|
|
303.2
|
|
|
5
|
%
|
||
Australia
|
|
2,009.7
|
|
|
32
|
%
|
|
2,207.1
|
|
|
35
|
%
|
||
Canada
|
|
105.7
|
|
|
2
|
%
|
|
67.4
|
|
|
1
|
%
|
||
Other
|
|
389.5
|
|
|
6
|
%
|
|
382.8
|
|
|
6
|
%
|
||
Total long-lived assets
|
|
$
|
6,250.9
|
|
|
100
|
%
|
|
$
|
6,235.0
|
|
|
100
|
%
|
|
|
Three Months Ended
|
||||||||||||||
2018
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
|
|
(In millions, except per share data)
|
||||||||||||||
Operating revenue
|
|
$
|
865.7
|
|
|
$
|
876.9
|
|
|
$
|
834.2
|
|
|
$
|
835.3
|
|
Operating income
|
|
$
|
144.2
|
|
|
$
|
193.6
|
|
|
$
|
64.1
|
|
|
$
|
46.1
|
|
Consolidated net income
|
|
$
|
93.8
|
|
|
$
|
146.1
|
|
|
$
|
39.6
|
|
|
$
|
26.7
|
|
Net income attributable to Equifax
|
|
$
|
90.9
|
|
|
$
|
144.8
|
|
|
$
|
38.4
|
|
|
$
|
25.6
|
|
Basic earnings per share*
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income attributable to Equifax
|
|
$
|
0.76
|
|
|
$
|
1.20
|
|
|
$
|
0.32
|
|
|
$
|
0.21
|
|
Diluted earnings per share*
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income attributable to Equifax
|
|
$
|
0.75
|
|
|
$
|
1.19
|
|
|
$
|
0.32
|
|
|
$
|
0.21
|
|
|
|
Three Months Ended
|
||||||||||||||
2017
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
|
|
(In millions, except per share data)
|
||||||||||||||
Operating revenue
|
|
$
|
832.2
|
|
|
$
|
856.7
|
|
|
$
|
834.8
|
|
|
$
|
838.5
|
|
Operating income
|
|
$
|
218.6
|
|
|
$
|
265.9
|
|
|
$
|
154.7
|
|
|
$
|
192.6
|
|
Consolidated net income
|
|
$
|
155.4
|
|
|
$
|
167.6
|
|
|
$
|
100.5
|
|
|
$
|
174.4
|
|
Net income attributable to Equifax
|
|
$
|
153.3
|
|
|
$
|
165.4
|
|
|
$
|
96.3
|
|
|
$
|
172.3
|
|
Basic earnings per share*
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income attributable to Equifax
|
|
$
|
1.28
|
|
|
$
|
1.37
|
|
|
$
|
0.80
|
|
|
$
|
1.44
|
|
Diluted earnings per share*
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income attributable to Equifax
|
|
$
|
1.26
|
|
|
$
|
1.36
|
|
|
$
|
0.79
|
|
|
$
|
1.42
|
|
*
|
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, 2018
, we recorded
$326.2 million
in pre-tax expenses related to the 2017 cybersecurity incident. In addition, we recorded a charge for the realignment of resources and other costs of
$46.1 million
in the fourth quarter of 2018.
|
•
|
For the year ended
December 31, 2017
, we recorded
$114.0 million
in pretax expenses related to the 2017 cybersecurity incident. In addition, as a result of the Tax Act the company recorded preliminary adjustments totaling a net tax benefit of
$48.3 million
in the fourth quarter of 2017.
|
•
|
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.
|
(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, 2018
and
2017
;
|
•
|
Consolidated Statements of Income for the Years Ended
December 31, 2018
,
2017
and
2016
;
|
•
|
Consolidated Statements of Comprehensive Income for the Years Ended
December 31, 2018
,
2017
and
2016
;
|
•
|
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2018
,
2017
and
2016
;
|
•
|
Consolidated Statements of Shareholders’ Equity and Other Comprehensive Income for the Years Ended
December 31, 2018
,
2017
and
2016
; and
|
•
|
Notes to Consolidated Financial Statements.
|
(2)
|
Financial Statement Schedules.
|
(3)
|
Exhibits.
See exhibits listed under Part (b) below.
|
Exhibit Number
|
|
Description
|
|
|
|
|
|
Plan of Acquisition
|
2.1
|
|
|
|
|
|
|
|
Articles of Incorporation and Bylaws
|
|
|
|
3.1
|
|
|
3.2
|
|
|
|
|
|
|
|
Instruments Defining the Rights of Security Holders, Including Indentures
|
|
|
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
4.4
|
|
|
4.5
|
|
4.6
|
|
|
4.7
|
|
|
4.8
|
|
|
4.9
|
|
|
4.10
|
|
|
4.11
|
|
|
4.12
|
|
|
|
|
|
|
|
Except as set forth in the preceding Exhibits 4.1 through 4.12, 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
|
|
|
10.2
|
|
|
10.3
|
|
|
10.4
|
|
|
10.5
|
|
|
10.6
|
|
|
10.7
|
|
|
10.8
|
|
|
10.9
|
|
|
10.10
|
|
|
10.11
|
|
|
10.12
|
|
10.13
|
|
|
10.14
|
|
|
10.15
|
|
|
10.16
|
|
|
10.17
|
|
|
10.18
|
|
|
10.19
|
|
|
10.20
|
|
|
10.21
|
|
|
10.22
|
|
|
10.23
|
|
|
10.24
|
|
|
10.25
|
|
|
10.26
|
|
|
10.27
|
|
|
10.28
|
|
|
10.29
|
|
|
10.30
|
|
|
10.31
|
|
|
10.32
|
|
|
10.33
|
|
10.34
|
|
|
10.35
|
|
|
10.36
|
|
|
10.37
|
|
|
10.38
|
|
|
10.39
|
|
|
|
|
|
|
|
Material Contracts
|
|
|
|
10.40
|
|
|
10.41
|
|
|
|
|
|
|
|
Other Exhibits and Certifications
|
|
|
|
21.1*
|
|
|
23.1*
|
|
|
24.1*
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1*
|
|
|
32.2*
|
|
|
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.
|
|
|
|
|
EQUIFAX INC.
|
|
(Registrant)
|
|
|
By:
|
/s/ Mark W. Begor
|
|
Mark W. Begor
|
|
Chief Executive Officer
|
/s/ Mark W. Begor
|
|
Mark W. Begor
|
|
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/ James M. Griggs
|
|
James M. Griggs
|
|
Chief Accounting Officer and Corporate Controller
|
|
(Principal Accounting Officer)
|
|
|
|
/s/ Mark L. Feidler
|
|
Mark L. Feidler
|
|
Director and Non-Executive Chairman
|
|
|
|
/s/ G. Thomas Hough
|
|
G. Thomas Hough
|
|
Director
|
|
|
|
/s/ Robert D. Marcus
|
|
Robert D. Marcus
|
|
Director
|
|
|
|
/s/ Siri S. Marshall
|
|
Siri S. Marshall
|
|
Director
|
|
|
|
/s/ Scott A. McGregor
|
|
Scott A. McGregor
|
|
Director
|
|
|
|
/s/ John A. McKinley
|
|
John A. McKinley
|
|
Director
|
|
|
|
/s/ Robert W. Selander
|
|
Robert W. Selander
|
|
Director
|
|
|
|
/s/ Elane B. Stock
|
|
Elane B. Stock
|
|
Director
|
|
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
|
|
$
|
9.1
|
|
|
$
|
5.6
|
|
|
$
|
—
|
|
|
$
|
(3.8
|
)
|
|
$
|
10.9
|
|
Deferred income tax asset valuation allowance
|
|
401.8
|
|
|
(164.0
|
)
|
|
(12.3
|
)
|
|
206.4
|
|
|
431.9
|
|
|||||
|
|
$
|
410.9
|
|
|
$
|
(158.4
|
)
|
|
$
|
(12.3
|
)
|
|
$
|
202.6
|
|
|
$
|
442.8
|
|
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
|
|
$
|
7.8
|
|
|
$
|
5.0
|
|
|
$
|
—
|
|
|
$
|
(3.7
|
)
|
|
$
|
9.1
|
|
Deferred income tax asset valuation allowance
|
|
307.3
|
|
|
(6.1
|
)
|
|
8.1
|
|
|
92.5
|
|
|
401.8
|
|
|||||
|
|
$
|
315.1
|
|
|
$
|
(1.1
|
)
|
|
$
|
8.1
|
|
|
$
|
88.8
|
|
|
$
|
410.9
|
|
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
|
|
Name of Subsidiary
|
|
State or
Country of
Incorporation
|
|
|
|
Anakam, Inc.
|
|
Delaware
|
Anakam Information Solutions, LLC
(24)
|
|
Delaware
|
Apac BizInfo Pte Ltd
(48)
|
|
Singapore
|
Austin Consolidated Holdings, Inc.
|
|
Texas
|
Barnett Associates Operations, LLC
(2)
|
|
Missouri
|
Compliance Data Center LLC
(1)
|
|
Georgia
|
Computer Ventures, Inc.
(1)
|
|
Delaware
|
Corporate Services LLC
(2)
|
|
Alabama
|
Datalicious Pty Ltd
(47)
|
|
Australia
|
Datalicious SAAS Pty Ltd
(47)
|
|
Australia
|
DataVision Resources, LLC
(2)
|
|
Iowa
|
DataX Ltd.
|
|
Nevada
|
EDX Australia Pty Limited
(38)
|
|
Australia
|
EDX New Zealand Limited
(42)
|
|
New Zealand
|
EFX de Costa Rica, S.A.
(17)
|
|
Costa Rica
|
EFX Financing Unlimited Company
(28)
|
|
Ireland
|
EFX Holdings Ltd.
(23)
|
|
Mauritius
|
Equiecua Analytics Services of Risk S.A.
(23)
|
|
Ecuador
|
Equifax Acquisition Holdings LLC
|
|
Georgia
|
Equifax Americas ScS
(8)
|
|
Luxembourg
|
Equifax Analytics FZE
(35)
|
|
UAE
|
Equifax Analytics Private Limited (f/k/a Net Positive)
(22)
|
|
India
|
Equifax APAC Holdings Limited
(42)
|
|
New Zealand
|
Equifax APAC Finance S.À R.L.
(18)
|
|
Luxembourg
|
Equifax Australasia Credit Ratings Pty Limited
(38)
|
|
Australia
|
Equifax Australasia Group Services Pty Limited
(38)
|
|
Australia
|
Equifax Australasia HR Solutions Pty Limited
(43)
|
|
Australia
|
Equifax Australia Analytical Services Pty Limited
(38)
|
|
Australia
|
Equifax Australia Commercial Services and Solutions Pty Limited
(38)
|
|
Australia
|
Equifax Australia Decision Solutions Pty Limited
(45)
|
|
Australia
|
Equifax Australia Digital Hygiene Pty Limited
(47)
|
|
Australia
|
Equifax Australia Digital Pty Limited
(47)
|
|
Australia
|
Equifax Australia Group Pty Limited
(26)
|
|
Australia
|
Equifax Australia Holdings Pty Ltd
(18)
|
|
Australia
|
Equifax Australia Information Services and Solutions Pty Limited
(38)
|
|
Australia
|
Equifax Australia Marketing Services Pty Limited
(38)
|
|
Australia
|
Equifax Australia Personal Solutions Pty Limited
(38)
|
|
Australia
|
Equifax Australia Pty Ltd
(29)
|
|
Australia
|
Equifax Canada Co.
(33)
|
|
Nova Scotia
|
Equifax Canadian Holdings II Co.
(28)
|
|
Nova Scotia
|
Equifax Commercial Services Ltd.
(4)
|
|
Republic of Ireland
|
Equifax Consumer Services LLC
|
|
Georgia
|
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 Holdings (NZ) Limited
(39)
|
|
New Zealand
|
Equifax Information Services LLC
|
|
Georgia
|
Equifax Information Services of Puerto Rico, LLC
|
|
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. 3) S.À R.L.
(14)(21)
|
|
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 New Zealand Decision Solutions Limited
(39)
|
|
New Zealand
|
Equifax New Zealand Holdings
(12)
|
|
New Zealand
|
Equifax New Zealand Information Services and Solutions Limited
(42)
|
|
New Zealand
|
Equifax New Zealand Marketing Services Limited
(42)
|
|
New Zealand
|
Equifax (NZ) Holdings Pty Ltd
(29)
|
|
Australia
|
Equifax Peru S.A.
(6) (19)
|
|
Peru
|
Equifax Pty Limited
(37)
|
|
Australia
|
Equifax Receivables Funding LLC
|
|
Delaware
|
Equifax Secure Ltd.
(14)
|
|
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
|
GetCreditScore Pty Ltd
(44)
|
|
Australia
|
Grupo Inffinix, S.A. de C.V.
(53)
|
|
Mexico
|
I-9 Advantage, LLC
(2)
|
|
Michigan
|
ID Rehab Holdings, Inc.
(5)
|
|
Delaware
|
Identity Rehab Corporation
(11)
|
|
Colorado
|
IDR Processing, LLC
(13)
|
|
Colorado
|
Inffinix Administracion 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)
|
|
Brazil
|
Inffinix Software, S.A. de C.V.
(54)
|
|
Mexico
|
Infosistemas Financieros, S.A. de C.V.
(54)
|
|
Mexico
|
IntelliReal LLC
|
|
Colorado
|
Inversiones Equifax de Chile Ltda.
(6)
|
|
Chile
|
IXI Corporation
|
|
Delaware
|
JLR, Inc.
(21)
|
|
Quebec
|
Kingsway Financial Assessments Pty Ltd
(49)
|
|
Australia
|
Net Profit, Inc.
(2)
|
|
South Carolina
|
Pioneer Holdings Limited
(9)
|
|
Guernsey
|
Plantation RE Holdings LLC
|
|
Georgia
|
Organizacion Veraz, S.A.
(17) (23)
|
|
Argentina
|
Rapid Reporting Verification Company, LLC
(2)
|
|
Texas
|
ReachTEL Pty Ltd
(47)
|
|
Australia
|
Redbird Insurance, LLC
|
|
Georgia
|
Secure Sentinel Australia Pty Limited
(44)
|
|
Australia
|
Secure Sentinel New Zealand Limited
(52)
|
|
New Zealand
|
Servicios Equifax Chile Ltda.
(7)
|
|
Chile
|
TALX Corporation
(8) (15)
|
|
Missouri
|
TALX UCM Services, Inc.
(2)
|
|
Missouri
|
TDX Australia Pty Ltd
(20)
|
|
Australia
|
TDX Group Limited
(31)
|
|
United Kingdom
|
TDX Indigo Iberia SL
(20)
|
|
Spain
|
The Prospect Shop Pty Ltd
(47)
|
|
Australia
|
Transalud, S.A.
(17) (30)
|
|
Argentina
|
TrustedID, Inc.
|
|
Delaware
|
VA Australia Finance Pty Limited
(36)
|
|
Australia
|
VA (NZ) Holdings Limited
(52)
|
|
New Zealand
|
Verdad Informatica de Costa Rica, S.A.
(17)
|
|
Costa Rica
|
Worxtime LLC
(2)
|
|
Georgia
|
ZIP ID Pty Ltd
(38)
|
|
Australia
|
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 21, 2019
|
/s/ Mark W. Begor
|
|
Mark W. Begor
|
|
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 21, 2019
|
/s/ John W. Gamble, Jr.
|
|
John W. Gamble, Jr.
|
|
Chief Financial Officer
|
Date: February 21, 2019
|
/s/ Mark W. Begor
|
|
Mark W. Begor
|
|
Chief Executive Officer
|
Date: February 21, 2019
|
/s/ John W. Gamble, Jr.
|
|
John W. Gamble, Jr.
|
|
Chief Financial Officer
|