x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Georgia
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58-0401110
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1550 Peachtree Street, N.W.
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Atlanta
, Georgia
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30309
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $1.25 par value per share
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New York
Stock Exchange
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Common Stock Purchase Rights
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New York
Stock Exchange
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x
Large accelerated filer
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¨
Accelerated filer
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¨
Non-accelerated filer
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¨
Smaller reporting company
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(Do not check if a smaller reporting company)
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Page
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PART I
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Item 1.
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Business
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2
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Item 1A.
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Risk Factors
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15
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Item 1B.
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Unresolved Staff Comments
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21
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Item 2.
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Properties
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21
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Item 3.
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Legal Proceedings
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22
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Item 4.
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Mine Safety Disclosures
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22
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PART II
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Item 5.
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Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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23
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Item 6.
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Selected Financial Data
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26
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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28
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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53
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Item 8.
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Financial Statements and Supplementary Data
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54
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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103
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Item 9A.
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Controls and Procedures
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103
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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104
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Item 11.
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Executive Compensation
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104
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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104
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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105
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Item 14.
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Principal Accountant Fees and Services
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105
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PART IV.
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Item 15.
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Exhibits and Financial Statement Schedules
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106
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Signatures
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107
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Exhibit Index
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109
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1 | ||
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• | U.S. Consumer Information Solutions (USCIS) provides consumer information solutions to businesses in the U.S. including online consumer information, decisioning technology solutions, fraud and identity management services, portfolio management services (OCIS), mortgage reporting and consumer financial marketing services (CFMS). |
• | International includes our Canada Consumer, Europe and Latin America business units. Products and services offered are similar to those available in the USCIS, North America Commercial Solutions and North America Personal Solutions operating segments but vary by geographic region. |
• | Workforce Solutions provides services enabling clients to verify income and employment (Verification Services) as well as outsource and automate the performance of certain payroll-related and human resources management business processes, including social security number verification and employment-related tax management (Employer Services). |
• | North America Personal Solutions provides products to consumers enabling them to understand and monitor their credit and monitor and help protect their identity. |
• | North America Commercial Solutions provides credit, financial, marketing and other information regarding businesses in the U.S. and Canada. |
2 | ||
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• | Increase penetration of our clients’ information solutions needs. We seek to increase our share of clients’ spend on information-related services through developing and introducing new products, pricing our services in accordance with the value they create, increasing the range of current services utilized by our clients, and improving the quality and effectiveness of our sales organization and client support interactions with consumers. We are also helping clients address increased requirements to comply with emerging regulations and rules. |
• | Deploy decisioning technologies and analytics globally. We continue to invest in and develop new technology to enhance the functionality, cost-effectiveness and security of the services we offer and further differentiate our products from those offered by our competitors. In addition to custom products for large clients, we develop off-the-shelf, decisioning technology platforms that are more cost effective for medium and smaller-sized clients. We also develop predictive scores and analytics, some of which leverage multiple data assets, to help clients acquire new customers and manage their existing customer relationships. We develop a broad array of industry, risk management, cross-sell and account acquisition models to enhance the precision of our clients’ decisioning activities. |
• | Invest in unique data sources. We continue to invest in and acquire unique sources of credit and non-credit information to enhance the variety and quality of our services while increasing clients’ confidence in information-based business decisions. Areas of focus for investment in new sources of data include, among others, positive payment data, real estate data and new commercial business data. We also have developed unique capabilities to integrate customer and third party data into our solution offerings to further enhance the decisioning solutions we develop for our customers. |
3 | ||
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• | Pursue new vertical markets and expand into emerging markets. We believe there are many opportunities to expand into emerging markets both in the U.S. and internationally. In the U.S., we have increased and broadened resources in key markets, including auto, insurance, telecommunications, and government, and we are delivering services ranging from identity authentication and management to risk management. We continue to invest in growing our ventures in Russia and India and continue to leverage our newer product offerings across all of our geographical business units and periodically enter new country markets through acquisitions or start up operations. |
(1) | Other includes revenue from marketing services, insurance, healthcare and other miscellaneous end user markets. |
(2) | Predominantly sold to companies who serve the direct to consumer market and includes other small end user markets. |
4 | ||
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North
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North
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USCIS
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International
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Workforce Solutions
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America
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America
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Mortgage
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Canada
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Latin
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Verification
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Employer
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Personal
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Commercial
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OCIS
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CFMS
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Services
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Consumer
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Europe
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America
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Services
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Services
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Solutions
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Solutions
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Online consumer information
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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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Database/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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Business credit & demographic information
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X
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X
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X
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X
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Scores and 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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Alert 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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Enabling technology services (i.e., decisioning platforms)
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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/authentication 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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Consumer financial 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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Business marketing services
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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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X
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X
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Identity protection
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X
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X
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X
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Employment, income and identity verification services
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X
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Business process outsourcing (BPO)
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X
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X
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X
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5 | ||
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6 | ||
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7 | ||
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• | Competition for our consumer information solutions and personal solutions products varies by both application and industry, but generally includes two global consumer credit reporting companies, Experian Group and TransUnion LLC, both of which offer a product suite similar to our credit reporting solutions, and LifeLock, a national provider of personal identity theft protection products, as well as emerging competitors offering free credit scores. 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. We believe that our products offer our clients an advantage over those of our competitors because of the depth and breadth of our consumer information files, which we believe to be superior in terms of accuracy, coverage and availability. Other differentiators include our decisioning technology and the features and functionality of our analytical services. Our competitive strategy is to emphasize improved decision-making and product quality while remaining competitive on price. Our marketing services products also compete with the foregoing companies and others who offer demographic information products, including Acxiom Corporation, Harte-Hanks, Inc. and infoGROUP, Inc. We also compete with Fair Isaac Corporation with respect to certain of our analytical tools. |
• | Competition for our commercial solutions products primarily includes Experian, The Dun & Bradstreet Corporation and Cortera, Inc., and providers of these services in the international markets we serve. We believe our access to and knowledge of U.S. small business loan information from financial institutions combined with our consumer credit information in the case of small business owners enables more efficient and effective decision-making for the small business segment of that market. |
• | Competition for our employment and income verification services includes large employers who serve their own needs through in-house systems to manage verification as well as regional online verification companies, such as Verify Jobs and First Advantage, who offer verification services along with other human resources and tax services. Competition for Employer Services includes payroll processors such as Automatic Data Processing, Inc., or ADP, Paychex, Inc. and Ceridian Corporation. Competitors of our Tax Management Services include in-house management of this function primarily by large employers, ADP, and a number of smaller regional firms that offer tax management services (including Barnett Associates, Thomas & Thorngren, and UC Advantage). |
8 | ||
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· | The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”) represented a comprehensive overhaul of the U.S. financial services industry. Among other things, Title X of the Dodd-Frank Act established a new, independent regulatory agency known as the Consumer Financial Protection Bureau (“CFPB”). The CFPB has broad powers to promulgate, administer and enforce consumer financial regulations, including those applicable to us and to many of our customers. Significant portions of federal regulatory oversight of the Fair Credit Reporting Act, as amended (“FCRA”), have been transferred from the Federal Trade Commission (“FTC”) to the CFPB. The CFPB is charged with defining “unfair, deceptive or abusive acts and practices”, known as “UDAAP”, and also may require reports and conduct examinations for purposes of assessing compliance with federal consumer financial protections laws; may obtain information about the business activities affecting consumers and compliance systems or procedures; and will devote resources to detecting and assessing risks to consumers and to markets for consumer financial products and services. |
9 | ||
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· | The Federal Trade Commission Act (“FTC Act”) prohibits unfair methods of competition and unfair or deceptive acts or practices. We must comply with the FTC Act when we market our services, such as consumer credit monitoring services offered through our Personal Solutions unit. The security measures we employ to safeguard the personal data of consumers could also be subject to the FTC Act, and failure to safeguard data adequately may subject us to regulatory scrutiny or enforcement action. There is no private right of action under the FTC Act. |
· | The 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 customer rights to access and dispute their credit files. CRAs are required to follow reasonable procedures to assure maximum possible accuracy of the information concerning the individual about whom the report relates and if a consumer disputes the accuracy of any information in the consumer’s file to conduct a reasonable reinvestigation. CRAs are required to make available to consumers a free annual credit report. The FCRA imposes many other requirements on CRAs, data furnishers and users of consumer report information. Violation of the FCRA can result in civil and criminal penalties. The FCRA contains an attorney fee shifting provision to provide an incentive for consumers to bring individual or class action lawsuits against a CRA for violations of the FCRA. Regulatory enforcement of the FCRA is by the Federal Trade Commission (“FTC”), the CFPB, and the State Attorneys General, acting alone or in concert with one another. |
· | The Financial Services Modernization Act of 1999, or Gramm-Leach-Bliley Act (“GLB Act”), regulates, among other things, the use of non-public personal financial information of consumers that is held by financial institutions, including us. We are subject to various GLB Act 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 GLB Act can result in civil and/or criminal liability and sanctions by regulatory authorities, such as fines of up to $100,000 per violation and up to five years imprisonment for individuals. Regulatory enforcement of the GLB Act is under the purview of the FTC and State Attorneys General, acting alone or in concert with each other. |
· | The Credit Repair Organizations Act (“CROA”) regulates companies that claim to be able to assist consumers in improving their credit standing. There have been efforts to apply the CROA to credit monitoring services offered by consumer reporting agencies and others. CROA allows for a private right of action and permits consumers to recover all money paid for alleged “credit repair” services in the event of violation. |
10 | ||
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· | A number of states have enacted requirements similar to the federal FCRA. Some of these state laws impose additional, or more stringent, requirements than the FCRA, especially in connection with the investigations and responses to reported inaccuracies in consumer reports. The FCRA preempts some of these state laws, but the scope of preemption continues to be defined by the courts. The state of Vermont is grandfathered under the original FCRA requirements and thus we are subject to additional requirements to comply with Vermont law. |
· | Most states and the District of Columbia have passed laws that give consumers the right to place a security freeze on their credit reports to prevent others from opening new accounts or obtaining new credit in their name. These laws place differing requirements on credit reporting agencies with respect to how and when to respond to such credit file freeze requests and in the fees, if any, the agencies may charge for freeze-related actions. |
· | A majority of states have adopted versions of data security breach laws that require notification of affected consumers in the event of a breach of personal information. Some of these laws require additional data protection measures which exceed the GLB Act data safeguarding requirements. If data within our system is compromised by a breach, we may be subject to provisions of various state security breach laws. |
· | In Canada, federal and provincial privacy and provincial laws govern how we collect, use or disclose personal information in the course of our commercial activities. The federal Personal Information Protection and Electronic Documents Act of 2000 gives individuals the right to access and request correction of their personal information collected by us, and requires compliance with the Canadian Standard Association Model Code for the Protection of Personal Information covering accountability and identifying purposes, consent, collection, use, disclosure, retention, accuracy, safeguards, individual access and compliance. The federal and provincial privacy regulators have powers of investigation and intervention, and provisions of Canadian law regarding civil liability apply in the event of unlawful processing which is prejudicial to the persons concerned. The European Union, or EU, recognizes Canada as having adequate levels of protection for personal data transfers and processing. |
· | In the U.K., we are subject, effective April 1, 2014, to a new regulatory framework which provides for primary regulation by the Financial Conduct Authority (the “FCA”). The FCA focuses on consumer protection and market regulation as well as prudential supervision of all other regulated financial institutions. The FCA has significant powers, including the power to regulate conduct related to the marketing of financial products, specify minimum standards and to place requirements on products, impose unlimited fines, and to investigate organizations and individuals. In addition, the FCA is able to ban financial products for up to a year while considering an indefinite ban; it will have the power to instruct firms to immediately retract or modify promotions which it finds to be misleading, and to publish such decisions. Our core credit reporting (“credit reference”) and debt collections services businesses in the U.K. are subject to FCA supervision and we will require certain corporate and “approved person” authorizations from the FCA to carry on such businesses. The FCA has not yet fixed the date when credit reference agencies or collection businesses must apply for this authorization. We are preparing to submit our license applications on or about October 1, 2014, which is the earliest date the FCA may require applications. Although we do not currently anticipate any issues in receiving authorization, to the extent applicable licenses are not obtained in a timely manner, or at all, we may not conduct these businesses in the U.K. |
· | In Europe, we are subject to the European Union (“EU”) data protection regulations, including the comprehensive 1995 European Union Data Protection Directive. The EU regulations establish several obligations that organizations must follow with respect to use of personal data, including a prohibition on the transfer of personal information from the EU to other countries whose laws do not protect personal data to an “adequate” level of privacy or security. The EU standard for adequacy is generally stricter and more comprehensive than that of the U.S. and most other countries where Equifax operates. In the U.K., in addition to the EU Directive on Data Protection, the Data Protection Act of 1998 regulates the manner in which we can use third-party data. In addition, regulatory limitations affect our use of the Electoral Roll, one of our key data sources in the U.K. Generally, the data underlying the products offered by our U.K. Information Services and Personal Solutions product lines, excluding our Commercial Services products, are subject to these regulations. In Spain and Portugal, the privacy laws which are subject to the EU Directive on Data Protection regulate all credit bureau and personal solutions activities. Regulation relating to the 1995 EU Data Protection Directive was proposed in 2012 by the European Commission and is currently being considered by European legislative bodies that among other things, could tighten data protection requirements and make enforcement more rigorous, for example, by streamlining enforcement at a European level, introducing data breach notification requirements and increasing penalties for non-compliance. |
11 | ||
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· | In Latin America, consumer reporting, data protection and privacy laws and regulations exist in various forms in Argentina, Chile, Costa Rica, Ecuador, El Salvador, Paraguay, Peru and Uruguay. Argentina and Uruguay generally follow the EU data protection model, and the EU recognizes Argentina’s laws as providing adequate levels of protection for personal data transfers and processing. Among other protections, laws in all of these countries generally allow individuals to access and request corrections of personal data. |
· | Constitutional laws in Argentina, Chile, Ecuador, Peru and Uruguay also establish specific privacy rights, and judicial proceedings may be used to enforce them. The Chilean legislature is considering a comprehensive data protection bill, and a separate bill that would create a publicly-managed consumer credit registry; although each of these bills would introduce a new framework to allow the government to regulate the collection and use of personal data, including credit data, they are expected to have only a limited impact on our business in Chile. Ecuador’s National Assembly recently approved a law to replace private sector credit bureaus with a state-run registry which when implemented would materially impact our local credit reporting operations in Ecuador. Ecuador, however, represents less than three percent of our anticipated revenue and operating profit for our International business unit and is not material to our consolidated results of operations. The government has not issued regulations yet to implement the changes, and has indicated that private sector companies will be permitted to provide unspecified credit reference services. Ecuador’s WTO/GATT commitments include no market access or national treatment limits for credit reference services. The law provided a transition period throughout 2013 for the development and introduction of the new registry and that transition period has been extended through 2014. Legislation has also been proposed in Argentina and Uruguay that would amend existing credit reporting laws by prohibiting the use of certain data for credit reference purposes, shorten the period during which data may be used and create new access and notification rights for data subjects. The Argentinean legislation has not proceeded beyond the introductory debate stage, and the Uruguayan government does not support the legislation proposed in that country. Costa Rica is finalizing regulations that will be issued under its data protection legislation. While the potential impact of the foregoing regulatory changes is unlikely to be material in the aggregate to the results of our International operations, if the market opportunity were to be restricted significantly in Argentina or Chile, and/or in a combination of the smaller Latin American countries in which we operate, the impact on our International operating results could be material. |
· | In India, various legislation including the Information Technology Act 2000 and the Credit Information Companies Regulation Act of 2005 establishes a federal data protection framework. Entities that collect and maintain personal 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 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. Our Indian joint venture is subject to regulation by the Reserve Bank of India, which is the Indian central bank. |
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· | changes in specific country or region political, economic or other conditions; |
· | trade protection measures; |
· | data privacy and consumer protection regulations; |
· | difficulty in staffing and managing widespread operations; |
· | differing labor, intellectual property protection and technology standards and regulations; |
· | 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; |
· | difficulties associated with repatriating cash generated or held abroad in a tax-efficient manner; |
· | implementation of exchange controls; and |
· | geopolitical instability, including terrorism and war. |
20 | ||
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22 | ||
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High Sales Price
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Low Sales Price
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Dividends (1)
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(In dollars)
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2013
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First Quarter
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$
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59.83
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$
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52.79
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$
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0.22
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Second Quarter
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$
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63.91
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$
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55.87
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$
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0.22
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Third Quarter
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$
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65.65
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$
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58.74
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$
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0.22
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Fourth Quarter
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$
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69.64
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$
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58.86
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$
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0.22
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2012
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First Quarter
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$
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44.60
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$
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37.89
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$
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0.18
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Second Quarter
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$
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48.03
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$
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42.50
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$
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0.18
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Third Quarter
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$
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49.49
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$
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45.15
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$
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0.18
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Fourth Quarter
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$
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55.52
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$
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46.62
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$
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0.18
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(1) | Equifax’s Senior Credit Facility restricts our ability to pay cash dividends on our capital stock or repurchase capital stock if a default exists or would result according to the terms of the credit agreement. |
23 | ||
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Fiscal Year Ended December 31,
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Initial
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2009
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2010
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2011
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2012
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2013
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Equifax Inc.
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100.00
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117.18
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136.22
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151.03
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214.32
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277.58
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S&P 500 Index
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100.00
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126.46
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145.51
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148.59
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172.37
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228.19
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DJ US General Financial Index
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100.00
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151.49
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156.91
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138.68
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180.92
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277.99
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24 | ||
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Maximum Number
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(or Approximate
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Total Number
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Dollar Value)
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Total
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Average
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of Shares Purchased
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of Shares that May
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Number
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Price
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as Part of
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Yet Be Purchased
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of Shares
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Paid
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Publicly-Announced
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Under the Plans or
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Period
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Purchased (1)
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Per Share (2)
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Plans or Programs
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Programs (3)
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|
October 1 - October 31, 2013
|
|
43,255
|
|
$
|
-
|
|
-
|
|
$
|
215,115,511
|
|
November 1 - November 30, 2013
|
|
3,475
|
|
$
|
-
|
|
-
|
|
$
|
215,115,511
|
|
December 1 - December 31, 2013
|
|
-
|
|
$
|
-
|
|
-
|
|
$
|
215,115,511
|
|
Total
|
|
46,730
|
|
$
|
-
|
|
-
|
|
$
|
215,115,511
|
|
(1) | The total number of shares purchased includes: (a) shares purchased pursuant to our publicly-announced share repurchase program, or Program; and (b) shares surrendered, or deemed surrendered, in satisfaction of the exercise price and/or to satisfy tax withholding obligations in connection with the exercise of employee stock options and vesting of restricted stock, totaling 43,255 shares for the month of October 2013, 3,475 for the month of November 2013, and none for the month of December 2013. |
(2) | Average price paid per share for shares purchased as part of our publicly-announced plan (includes brokerage commissions). |
(3) | Under the share repurchase program authorized by our Board of Directors, we purchased 0.2 million common shares on the open market during the twelve months ended December 31, 2013 for $11.9 million. At December 31, 2013, the amount authorized for future share repurchases under the Program was $215.1 million. |
25 | ||
|
|
|
Twelve Months Ended
|
|
|||||||||||||
|
|
December 31,
|
|
|||||||||||||
|
|
2013
(1)(2)
|
|
2012
(3)(4)
|
|
2011
(5)
|
|
2010
(6)
|
|
2009
(7)(8)(9)
|
|
|||||
|
|
(In millions, except per share data)
|
|
|||||||||||||
Summary of Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenue
|
|
$
|
2,303.9
|
|
$
|
2,073.0
|
|
$
|
1,893.2
|
|
$
|
1,797.5
|
|
$
|
1,669.1
|
|
Operating expenses
|
|
|
1,692.7
|
|
|
1,593.0
|
|
|
1,424.6
|
|
|
1,375.1
|
|
|
1,288.5
|
|
Operating income
|
|
|
611.2
|
|
|
480.0
|
|
|
468.6
|
|
|
422.4
|
|
|
380.6
|
|
Consolidated income from continuing operations
|
|
|
341.5
|
|
|
275.3
|
|
|
238.8
|
|
|
238.8
|
|
|
223.3
|
|
Discontinued operations, net of tax
(1)(6)
|
|
|
18.4
|
|
|
5.5
|
|
|
2.9
|
|
|
36.0
|
|
|
17.2
|
|
Net income attributable to Equifax
|
|
|
351.8
|
|
|
272.1
|
|
|
232.9
|
|
|
266.7
|
|
|
233.9
|
|
Dividends paid to Equifax shareholders
|
|
|
106.7
|
|
|
86.0
|
|
|
78.1
|
|
|
35.2
|
|
|
20.2
|
|
Diluted earnings per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income from continuing operations attributable to Equifax
|
|
$
|
2.69
|
|
$
|
2.18
|
|
$
|
1.86
|
|
$
|
1.83
|
|
$
|
1.69
|
|
Discontinued operations attributable to Equifax
|
|
|
0.15
|
|
|
0.04
|
|
|
0.02
|
|
|
0.28
|
|
|
0.14
|
|
Net income attributable to Equifax
|
|
$
|
2.84
|
|
$
|
2.22
|
|
$
|
1.88
|
|
$
|
2.11
|
|
$
|
1.83
|
|
Cash dividends declared per common share
|
|
$
|
0.88
|
|
$
|
0.72
|
|
$
|
0.64
|
|
$
|
0.28
|
|
$
|
0.16
|
|
Weighted-average common shares outstanding (diluted)
|
|
|
123.7
|
|
|
122.5
|
|
|
123.7
|
|
|
126.5
|
|
|
127.9
|
|
|
|
As of December 31,
|
|
|||||||||||||
|
|
2013
|
|
2012
(3)
|
|
2011
|
|
2010
|
|
2009
(7)
|
|
|||||
|
|
(In millions)
|
|
|||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
4,539.9
|
|
$
|
4,520.1
|
|
$
|
3,518.7
|
|
$
|
3,437.5
|
|
$
|
3,550.5
|
|
Short-term debt and current maturities
|
|
|
296.5
|
|
|
283.3
|
|
|
47.2
|
|
|
20.7
|
|
|
183.2
|
|
Long-term debt, net of current portion
|
|
|
1,145.5
|
|
|
1,447.4
|
|
|
966.0
|
|
|
978.9
|
|
|
990.9
|
|
Total debt, net
|
|
|
1,442.0
|
|
|
1,730.7
|
|
|
1,013.2
|
|
|
999.6
|
|
|
1,174.1
|
|
Total equity
|
|
|
2,341.0
|
|
|
1,959.2
|
|
|
1,722.1
|
|
|
1,708.4
|
|
|
1,615.0
|
|
(1) | During the first quarter of 2013, we divested of two non-strategic business lines, Equifax Settlement Services, which was part of our Mortgage business within the USCIS operating segment, and Talent Management Services, which was part of our Employer Services business within our Workforce Solutions operating segment, for a total of $47.5 million. We have presented the Equifax Settlement Services and Talent Management Services operations as discontinued operations for all periods presented. For additional information about these divestitures, see Note 3 of the Notes to Consolidated Financial Statements in this report. |
(2) | During the fourth quarter of 2013, the management of Boa Vista Servicos S.A., in which we hold a 15% cost method investment, revised its near-term outlook and its operating plans to reflect reduced near-term market expectations for credit information services in Brazil and increased investment needed to achieve its strategic objectives. As a result of these changes, and the associated near-term changes in cash flow expected from the business, we recorded a 40 million Brazilian Reais ($17.0 million) impairment of our original investment of 130 million Brazilian Reais. For additional information, see Note 2 of the Notes to Consolidated Financial Statements in this report. |
(3) | On December 28, 2012, we acquired certain credit services business assets and operations of Computer Sciences Corporation (the “CSC Credit Services Acquisition”) for $1.0 billion. We financed the acquisition with available cash, the issuance of $500 million of 3.30% ten-year senior notes, and commercial paper borrowings under our CP program. The results of this acquisition are included in our USCIS segment after the date of acquisition and were not material for 2012. For additional information, see Note 4 of the Notes to Consolidated Financial Statements in this report. |
26 | ||
|
(4) | During the fourth quarter of 2012, we offered certain former employees a voluntary lump sum payment option of their pension benefits or a reduced monthly annuity. Approximately 64% of the vested terminated participants elected to receive the lump sum payment which resulted in a payment of $62.6 million from the assets in the pension plan. An amendment to the USRIP was also approved which froze future salary increases for non-grandfathered participants and offered a one-time 9% increase to the service benefit. The settlement and amendment resulted in a $38.7 million pension charge. For additional information, see Note 11 of the Notes to Consolidated Financial Statements in this report. |
(5) | On May 31, 2011, we completed the merger of our Brazilian business with Boa Vista Serviços S.A. (“BVS”) in exchange for a 15% equity interest in BVS, which was accounted for as a sale and was deconsolidated. BVS, an unrelated third party whose results we do not consolidate, is the second largest consumer and commercial credit information company in Brazil. |
(6) | On April 23, 2010, we sold our APPRO product line (“APPRO”) for approximately $72 million. On July 1, 2010, we sold the assets of our Direct Marketing Services division (“DMS”) for approximately $117 million. Both of these were previously reported in our U.S. Consumer Information Solutions segment. We have presented the APPRO and DMS operations as discontinued operations for all periods presented. |
(7) | On October 27, 2009, we acquired IXI Corporation for $124.0 million. On November 2, 2009, we acquired Rapid Reporting Verification Company for $72.5 million. The results of these acquisitions are included in our Consolidated Financial Statements subsequent to the acquisition dates. |
(8) | During 2009, we recorded restructuring and asset write-down charges of $24.8 million ($15.8 million, net of tax). |
(9) | During 2009, we recorded a $7.3 million income tax benefit related to our ability to utilize foreign tax credits beyond 2009. |
27 | ||
|
28 | ||
|
|
|
Key Performance Indicators
|
|
|||||||||
|
|
Twelve Months Ended
|
|
|||||||||
|
|
December 31,
|
|
|||||||||
|
|
|
2013
|
|
|
|
2012
|
|
|
|
2011
|
|
|
|
(Dollars in millions, except per share data)
|
|
|||||||||
Operating revenue
|
|
$
|
2,303.9
|
|
|
$
|
2,073.0
|
|
|
$
|
1,893.2
|
|
Operating revenue change
|
|
|
11
|
%
|
|
|
10
|
%
|
|
|
5
|
%
|
Operating income
|
|
$
|
611.2
|
|
|
$
|
480.0
|
|
|
$
|
468.6
|
|
Operating margin
|
|
|
26.5
|
%
|
|
|
23.2
|
%
|
|
|
24.8
|
%
|
Net income attributable to Equifax
|
|
$
|
351.8
|
|
|
$
|
272.1
|
|
|
$
|
232.9
|
|
Diluted earnings per share from continuing operations
|
|
$
|
2.69
|
|
|
$
|
2.18
|
|
|
$
|
1.86
|
|
Cash provided by operating activities
|
|
$
|
566.3
|
|
|
$
|
496.3
|
|
|
$
|
408.7
|
|
Capital expenditures
|
|
$
|
83.3
|
|
|
$
|
66.0
|
|
|
$
|
75.0
|
|
29 | ||
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
2013 vs. 2012
|
|
|
|
2012 vs. 2011
|
|
|
|
|||
Operating Revenue
|
|
2013
|
|
2012
|
|
2011
|
|
$
|
|
%
|
|
|
$
|
|
%
|
|
|||||
|
|
(Dollars in millions)
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Consumer Information Solutions
|
|
$
|
1,013.4
|
|
$
|
869.3
|
|
$
|
765.0
|
|
$
|
144.1
|
|
17
|
%
|
|
$
|
104.3
|
|
14
|
%
|
International
|
|
|
513.5
|
|
|
486.2
|
|
|
492.9
|
|
|
27.3
|
|
6
|
%
|
|
|
(6.7)
|
|
-1
|
%
|
Workforce Solutions
|
|
|
474.1
|
|
|
442.1
|
|
|
382.1
|
|
|
32.0
|
|
7
|
%
|
|
|
60.0
|
|
16
|
%
|
North America Personal Solutions
|
|
|
207.4
|
|
|
185.5
|
|
|
163.9
|
|
|
21.9
|
|
12
|
%
|
|
|
21.6
|
|
13
|
%
|
North America Commercial Solutions
|
|
|
95.5
|
|
|
89.9
|
|
|
89.3
|
|
|
5.6
|
|
6
|
%
|
|
|
0.6
|
|
1
|
%
|
Consolidated operating revenue
|
|
$
|
2,303.9
|
|
$
|
2,073.0
|
|
$
|
1,893.2
|
|
$
|
230.9
|
|
11
|
%
|
|
$
|
179.8
|
|
9
|
%
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
2013 vs. 2012
|
|
|
2012 vs. 2011
|
|
||||||
Operating Expenses
|
|
2013
|
|
2012
|
|
2011
|
|
$
|
|
%
|
|
|
$
|
|
%
|
|
|||||
|
|
(Dollars in millions)
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated cost of services
|
|
$
|
787.3
|
|
$
|
759.5
|
|
$
|
703.9
|
|
$
|
27.8
|
|
4
|
%
|
|
$
|
55.6
|
|
8
|
%
|
Consolidated selling, general and administrative expenses
|
|
|
715.8
|
|
|
673.5
|
|
|
560.1
|
|
|
42.3
|
|
6
|
%
|
|
|
113.4
|
|
20
|
%
|
Consolidated depreciation and amortization expense
|
|
|
189.6
|
|
|
160.0
|
|
|
160.6
|
|
|
29.6
|
|
19
|
%
|
|
|
(0.6)
|
|
0
|
%
|
Consolidated operating expenses
|
|
$
|
1,692.7
|
|
$
|
1,593.0
|
|
$
|
1,424.6
|
|
$
|
99.7
|
|
6
|
%
|
|
$
|
168.4
|
|
12
|
%
|
30 | ||
|
|
|
Twelve Months Ended December 31,
|
|
|
Change
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 vs. 2012
|
|
|
2012 vs. 2011
|
|
||||||
Operating Income and Operating Margin
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
$
|
|
%
|
|
|
$
|
|
%
|
|
|||||
|
|
(Dollars in millions)
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated operating revenue
|
|
$
|
2,303.9
|
|
|
$
|
2,073.0
|
|
|
$
|
1,893.2
|
|
|
$
|
230.9
|
|
11
|
%
|
|
$
|
179.8
|
|
9
|
%
|
Consolidated operating expenses
|
|
|
(1,692.7
|
)
|
|
|
(1,593.0
|
)
|
|
|
(1,424.6
|
)
|
|
|
(99.7)
|
|
6
|
%
|
|
|
(168.4)
|
|
12
|
%
|
Consolidated operating income
|
|
$
|
611.2
|
|
|
$
|
480.0
|
|
|
$
|
468.6
|
|
|
$
|
131.2
|
|
27
|
%
|
|
$
|
11.4
|
|
2
|
%
|
Consolidated operating margin
|
|
|
26.5
|
%
|
|
|
23.2
|
%
|
|
|
24.8
|
%
|
|
|
|
|
3.3
|
pts
|
|
|
|
|
-1.6
|
pts
|
31 | ||
|
|
|
Twelve Months Ended December 31,
|
|
|
Change
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 vs. 2012
|
|
|
2012 vs. 2011
|
|
||||||
Other Expense, Net
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
$
|
|
%
|
|
|
$
|
|
%
|
|
|||||
|
|
(Dollars in millions)
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated interest expense
|
|
$
|
70.2
|
|
|
$
|
55.4
|
|
|
$
|
55.1
|
|
|
$
|
14.8
|
|
27
|
%
|
|
$
|
0.3
|
|
1
|
%
|
Consolidated other expense (income), net
|
|
|
10.6
|
|
|
|
(6.7
|
)
|
|
|
7.6
|
|
|
|
17.3
|
|
nm
|
|
|
|
(14.3)
|
|
nm
|
|
Consolidated other expense, net
|
|
$
|
80.8
|
|
|
$
|
48.7
|
|
|
$
|
62.7
|
|
|
$
|
32.1
|
|
66
|
%
|
|
$
|
(14.0)
|
|
-22
|
%
|
Average cost of debt
|
|
|
4.6
|
%
|
|
|
5.3
|
%
|
|
|
5.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consolidated debt, net, at year end
|
|
$
|
1,442.0
|
|
|
$
|
1,730.7
|
|
|
$
|
1,013.2
|
|
|
$
|
(288.7)
|
|
-17
|
%
|
|
$
|
717.5
|
|
71
|
%
|
32 | ||
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 vs. 2012
|
|
|
2012 vs. 2011
|
|
||||||
Provision for Income Taxes
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
$
|
|
%
|
|
|
$
|
|
%
|
|
|||||
|
|
(Dollars in millions)
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated provision for income taxes
|
|
$
|
188.9
|
|
|
$
|
156.0
|
|
|
$
|
167.1
|
|
|
$
|
32.9
|
|
21
|
%
|
|
$
|
(11.1)
|
|
-7
|
%
|
Effective income tax rate
|
|
|
35.6
|
%
|
|
|
36.2
|
%
|
|
|
41.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
2013 vs. 2012
|
|
|
2012 vs. 2011
|
|
||||||
Net Income
|
|
2013
|
|
2012
|
|
2011
|
|
$
|
|
%
|
|
|
$
|
|
%
|
|
|||||
|
|
(In millions, except per share amounts)
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated operating income
|
|
$
|
611.2
|
|
$
|
480.0
|
|
$
|
468.6
|
|
$
|
131.2
|
|
27
|
%
|
|
$
|
11.4
|
|
2
|
%
|
Consolidated other expense, net
|
|
|
(80.8)
|
|
|
(48.7)
|
|
|
(62.7)
|
|
|
(32.1)
|
|
66
|
%
|
|
|
14.0
|
|
-22
|
%
|
Consolidated provision for income taxes
|
|
|
(188.9)
|
|
|
(156.0)
|
|
|
(167.1)
|
|
|
(32.9)
|
|
21
|
%
|
|
|
11.1
|
|
-7
|
%
|
Consolidated net income from continuing operations
|
|
|
341.5
|
|
|
275.3
|
|
|
238.8
|
|
|
66.2
|
|
24
|
%
|
|
|
36.5
|
|
15
|
%
|
Discontinued operations, net of tax
|
|
|
18.4
|
|
|
5.5
|
|
|
2.9
|
|
|
12.9
|
|
230
|
%
|
|
|
2.6
|
|
92
|
%
|
Net income attributable to noncontrolling interests
|
|
|
(8.1)
|
|
|
(8.7)
|
|
|
(8.8)
|
|
|
0.6
|
|
-7
|
%
|
|
|
0.1
|
|
-2
|
%
|
Net income attributable to Equifax
|
|
$
|
351.8
|
|
$
|
272.1
|
|
$
|
232.9
|
|
$
|
79.7
|
|
29
|
%
|
|
$
|
39.2
|
|
17
|
%
|
Diluted earnings per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income from continuing operations attributable to Equifax
|
|
$
|
2.69
|
|
$
|
2.18
|
|
$
|
1.86
|
|
$
|
0.51
|
|
23
|
%
|
|
$
|
0.32
|
|
17
|
%
|
Discontinued operations attributable to Equifax
|
|
|
0.15
|
|
|
0.04
|
|
|
0.02
|
|
$
|
0.11
|
|
231
|
%
|
|
$
|
0.02
|
|
100
|
%
|
Net income attributable to Equifax
|
|
$
|
2.84
|
|
$
|
2.22
|
|
$
|
1.88
|
|
$
|
0.62
|
|
28
|
%
|
|
$
|
0.34
|
|
18
|
%
|
Weighted-average shares used in computing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
diluted earnings per share
|
|
|
123.7
|
|
|
122.5
|
|
|
123.7
|
|
|
|
|
|
|
|
|
|
|
|
|
33 | ||
|
|
|
Twelve Months Ended December 31,
|
|
|
Change
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 vs. 2012
|
|
|
2012 vs. 2011
|
|
|||||
U.S. Consumer Information Solutions
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
$
|
|
%
|
|
|
$
|
|
%
|
|
|||||
|
|
(Dollars in millions)
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Online Consumer Information Solutions
|
|
$
|
714.3
|
|
|
$
|
626.0
|
|
|
$
|
536.6
|
|
|
$
|
88.3
|
|
14
|
%
|
|
$
|
89.4
|
|
17
|
%
|
Mortgage Solutions
|
|
|
114.3
|
|
|
|
94.5
|
|
|
|
75.1
|
|
|
|
19.8
|
|
21
|
%
|
|
|
19.4
|
|
26
|
%
|
Consumer Financial Marketing Services
|
|
|
184.8
|
|
|
|
148.8
|
|
|
|
153.3
|
|
|
|
36.0
|
|
24
|
%
|
|
|
(4.5)
|
|
-3
|
%
|
Total operating revenue
|
|
$
|
1,013.4
|
|
|
$
|
869.3
|
|
|
$
|
765.0
|
|
|
$
|
144.1
|
|
17
|
%
|
|
$
|
104.3
|
|
14
|
%
|
% of consolidated revenue
|
|
|
44
|
%
|
|
|
42
|
%
|
|
|
40
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating income
|
|
$
|
397.8
|
|
|
$
|
345.2
|
|
|
$
|
298.9
|
|
|
$
|
52.6
|
|
15
|
%
|
|
$
|
46.3
|
|
15
|
%
|
Operating margin
|
|
|
39.3
|
%
|
|
|
39.7
|
%
|
|
|
39.1
|
%
|
|
|
|
|
-0.4
|
pts
|
|
|
|
|
0.6
|
pts
|
34 | ||
|
|
|
Twelve Months Ended December 31,
|
|
|
Change
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 vs. 2012
|
|
|
2012 vs. 2011
|
|
||||||
International
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
$
|
|
%
|
|
|
$
|
|
%
|
|
|||||
|
|
(Dollars in millions)
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Latin America
|
|
$
|
194.3
|
|
|
$
|
187.4
|
|
|
$
|
208.8
|
|
|
$
|
6.9
|
|
4
|
%
|
|
$
|
(21.4)
|
|
-10
|
%
|
Europe
|
|
|
188.0
|
|
|
|
169.7
|
|
|
|
158.7
|
|
|
|
18.3
|
|
11
|
%
|
|
|
11.0
|
|
7
|
%
|
Canada Consumer
|
|
|
131.2
|
|
|
|
129.1
|
|
|
|
125.4
|
|
|
|
2.1
|
|
2
|
%
|
|
|
3.7
|
|
3
|
%
|
Total operating revenue
|
|
$
|
513.5
|
|
|
$
|
486.2
|
|
|
$
|
492.9
|
|
|
$
|
27.3
|
|
6
|
%
|
|
$
|
(6.7)
|
|
-1
|
%
|
% of consolidated revenue
|
|
|
22
|
%
|
|
|
24
|
%
|
|
|
26
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating income
|
|
$
|
148.1
|
|
|
$
|
143.8
|
|
|
$
|
132.2
|
|
|
$
|
4.3
|
|
3
|
%
|
|
$
|
11.6
|
|
9
|
%
|
Operating margin
|
|
|
28.8
|
%
|
|
|
29.6
|
%
|
|
|
26.8
|
%
|
|
|
|
|
-0.8
|
pts
|
|
|
|
|
2.8
|
pts
|
35 | ||
|
|
|
Twelve Months Ended December 31,
|
|
|
Change
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 vs. 2012
|
|
|
2012 vs. 2011
|
|
||||||
Workforce Solutions
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
$
|
|
%
|
|
|
$
|
|
%
|
|
|||||
|
|
(Dollars in millions)
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Verfication Services
|
|
$
|
279.3
|
|
|
$
|
258.5
|
|
|
$
|
192.5
|
|
|
$
|
20.8
|
|
8
|
%
|
|
$
|
66.0
|
|
34
|
%
|
Employer Services
|
|
|
194.8
|
|
|
|
183.6
|
|
|
|
189.6
|
|
|
|
11.2
|
|
6
|
%
|
|
|
(6.0)
|
|
-3
|
%
|
Total operating revenue
|
|
$
|
474.1
|
|
|
$
|
442.1
|
|
|
$
|
382.1
|
|
|
$
|
32.0
|
|
7
|
%
|
|
$
|
60.0
|
|
16
|
%
|
% of consolidated revenue
|
|
|
21
|
%
|
|
|
21
|
%
|
|
|
20
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating income
|
|
$
|
142.6
|
|
|
$
|
106.6
|
|
|
$
|
89.5
|
|
|
$
|
36.0
|
|
34
|
%
|
|
$
|
17.1
|
|
19
|
%
|
Operating margin
|
|
|
30.1
|
%
|
|
|
24.1
|
%
|
|
|
23.4
|
%
|
|
|
|
|
6.0
|
pts
|
|
|
|
|
0.7
|
pts
|
|
|
Twelve Months Ended December 31,
|
|
|
Change
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 vs. 2012
|
|
|
2012 vs. 2011
|
|
||||||
North America Personal Solutions
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
$
|
|
%
|
|
|
$
|
|
%
|
|
|||||
|
|
(Dollars in millions)
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenue
|
|
$
|
207.4
|
|
|
$
|
185.5
|
|
|
$
|
163.9
|
|
|
$
|
21.9
|
|
12
|
%
|
|
$
|
21.6
|
|
13
|
%
|
% of consolidated revenue
|
|
|
9
|
%
|
|
|
9
|
%
|
|
|
9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating income
|
|
$
|
58.6
|
|
|
$
|
50.4
|
|
|
$
|
41.3
|
|
|
$
|
8.2
|
|
16
|
%
|
|
$
|
9.1
|
|
22
|
%
|
Operating margin
|
|
|
28.2
|
%
|
|
|
27.2
|
%
|
|
|
25.2
|
%
|
|
|
|
|
1.0
|
pts
|
|
|
|
|
2.0
|
pts
|
36 | ||
|
|
|
Twelve Months Ended December 31,
|
|
|
Change
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 vs. 2012
|
|
|
2012 vs. 2011
|
|
||||||
North America Commercial Solutions
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
$
|
|
%
|
|
|
$
|
|
%
|
|
|||||
|
|
(Dollars in millions)
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenue
|
|
$
|
95.5
|
|
|
$
|
89.9
|
|
|
$
|
89.3
|
|
|
$
|
5.6
|
|
6
|
%
|
|
$
|
0.6
|
|
1
|
%
|
% of consolidated revenue
|
|
|
4
|
%
|
|
|
4
|
%
|
|
|
5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating income
|
|
$
|
21.4
|
|
|
$
|
19.8
|
|
|
$
|
23.6
|
|
|
$
|
1.6
|
|
8
|
%
|
|
$
|
(3.8)
|
|
-16
|
%
|
Operating margin
|
|
|
22.4
|
%
|
|
|
22.0
|
%
|
|
|
26.5
|
%
|
|
|
|
|
0.4
|
pts
|
|
|
|
|
-4.5
|
pts
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
2013 vs. 2012
|
|
|
2012 vs. 2011
|
|
||||||
General Corporate Expense
|
|
2013
|
|
2012
|
|
2011
|
|
$
|
|
%
|
|
|
$
|
|
%
|
|
|||||
|
|
(Dollars in millions)
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General corporate expense
|
|
$
|
157.3
|
|
$
|
185.8
|
|
$
|
116.9
|
|
$
|
(28.5)
|
|
-15
|
%
|
|
$
|
68.9
|
|
59
|
%
|
37 | ||
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
|
|||||||||||
Net cash provided by (used in):
|
|
2013
|
|
2012
|
|
2011
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
|
|||||
|
|
(Dollars in millions)
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities
|
|
$
|
566.3
|
|
$
|
496.3
|
|
$
|
408.7
|
|
$
|
70.0
|
|
$
|
87.6
|
|
Investing activities
|
|
$
|
(133.6)
|
|
$
|
(1,083.6)
|
|
$
|
(204.1)
|
|
$
|
950.0
|
|
$
|
(879.5)
|
|
Financing activities
|
|
$
|
(333.1)
|
|
$
|
606.3
|
|
$
|
(195.9)
|
|
$
|
(939.4)
|
|
$
|
802.2
|
|
38 | ||
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
|
|||||||||||
Net cash used in:
|
|
2013
|
|
2012
|
|
2011
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
|
|||||
|
|
|
(Dollars in millions)
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
$
|
(83.3)
|
|
$
|
(66.0)
|
|
$
|
(75.0)
|
|
$
|
(17.3)
|
|
$
|
9.0
|
|
39 | ||
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
|
|||||||||||
Net cash provided by (used in):
|
|
2013
|
|
2012
|
|
2011
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
|
|||||
|
|
(Dollars in millions)
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions, net of cash acquired
|
|
$
|
(91.4)
|
|
$
|
(1,016.4)
|
|
$
|
(127.4)
|
|
$
|
925.0
|
|
$
|
(889.0)
|
|
Cash received from divestitures
|
|
$
|
47.5
|
|
$
|
2.5
|
|
$
|
2.5
|
|
$
|
45.0
|
|
$
|
-
|
|
Investment in unconsolidated affiliates, net
|
|
$
|
(6.4)
|
|
$
|
(3.7)
|
|
$
|
(4.2)
|
|
$
|
(2.7)
|
|
$
|
0.5
|
|
40 | ||
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
|
|||||||||||
Net cash provided by (used in):
|
|
2013
|
|
2012
|
|
2011
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
|
|||||
|
|
(Dollars in millions)
|
|
|||||||||||||
Net short-term borrowings (repayments)
|
|
$
|
(267.3)
|
|
$
|
234.1
|
|
$
|
24.4
|
|
$
|
(501.4)
|
|
$
|
209.7
|
|
Payments on long-term debt
|
|
$
|
(15.0)
|
|
$
|
(15.2)
|
|
$
|
(16.7)
|
|
$
|
0.2
|
|
$
|
1.5
|
|
Proceeds from issuance of long-term debt
|
|
$
|
-
|
|
$
|
499.2
|
|
$
|
-
|
|
$
|
(499.2)
|
|
$
|
499.2
|
|
41 | ||
|
42 | ||
|
|
|
Twelve Months Ended December 31,
|
|
Change
|
|
|||||||||||
Net cash provided by (used in):
|
|
2013
|
|
2012
|
|
2011
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
|
|||||
|
|
(Dollars in millions)
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury stock purchases
|
|
$
|
(11.9)
|
|
$
|
(85.1)
|
|
$
|
(142.3)
|
|
$
|
73.2
|
|
$
|
57.2
|
|
Dividends paid to Equifax shareholders
|
|
$
|
(106.7)
|
|
$
|
(86.0)
|
|
$
|
(78.1)
|
|
$
|
(20.7)
|
|
$
|
(7.9)
|
|
Dividends paid to noncontrolling interests
|
|
$
|
(10.5)
|
|
$
|
(4.8)
|
|
$
|
(5.6)
|
|
$
|
(5.7)
|
|
$
|
0.8
|
|
Proceeds from exercise of stock options
|
|
$
|
47.8
|
|
$
|
68.3
|
|
$
|
23.7
|
|
$
|
(20.5)
|
|
$
|
44.6
|
|
Excess tax benefits from stock-based compensation plans
|
|
$
|
14.6
|
|
$
|
1.7
|
|
$
|
1.2
|
|
$
|
12.9
|
|
$
|
0.5
|
|
Contributions from noncontrolling interests
|
|
$
|
16.7
|
|
$
|
-
|
|
$
|
-
|
|
$
|
16.7
|
|
$
|
-
|
|
• | Under share repurchase programs authorized by our Board of Directors, we purchased 0.2 million, 1.9 million, and 4.2 million common shares on the open market during the twelve months ended December 31, 2013, 2012 and 2011, respectively, for $11.9 million, $85.1 million and $142.3 million, respectively, at an average price per common share of $59.74, $45.73 and $34.19, respectively. At December 31, 2013, under the existing board authorization, the Company is approved for additional stock repurchases valued at $215.1 million. |
• | During the twelve months ended December 31, 2013, 2012 and 2011, we paid cash dividends to Equifax shareholders of $106.7 million, $86.0 million and $78.1 million, respectively, at $0.88 per share for 2013, $0.72 per share for 2012 and $0.64 per share for 2011. |
|
|
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)
|
|
$
|
1,438.1
|
|
$
|
290.6
|
|
$
|
-
|
|
$
|
272.5
|
|
$
|
875.0
|
|
Operating leases
(2)
|
|
|
97.2
|
|
|
19.1
|
|
|
24.2
|
|
|
13.6
|
|
|
40.3
|
|
Data processing, outsourcing agreements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and other purchase obligations
(3)
|
|
|
97.5
|
|
|
66.0
|
|
|
24.7
|
|
|
3.8
|
|
|
3.0
|
|
Other long-term liabilities
(4) (6)
|
|
|
98.4
|
|
|
6.7
|
|
|
13.1
|
|
|
10.5
|
|
|
68.1
|
|
Interest payments
(5)
|
|
|
750.9
|
|
|
66.2
|
|
|
119.6
|
|
|
93.9
|
|
|
471.2
|
|
|
|
$
|
2,482.1
|
|
$
|
448.6
|
|
$
|
181.6
|
|
$
|
394.3
|
|
$
|
1,457.6
|
|
(1) | The amounts are gross of unamortized discounts totaling $2.1 million and fair value adjustments of $6.0 million at December 31, 2013. Total debt on our Consolidated Balance Sheets is net of the unamortized discounts and fair value adjustments. |
(2) | Our operating lease obligations principally involve office space and equipment, which include the ground lease associated with our headquarters building that expires in 2048. |
(3) | These agreements primarily represent our minimum contractual obligations for services that we outsource associated with our computer data processing operations and related functions, and certain administrative functions. These agreements expire between 2013 and 2018. |
43 | ||
|
(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 2013 have not been deemed necessary due to our current expectations regarding future plan asset performance. |
(5) | For future interest payments on variable-rate debt, which are generally based on a specified margin plus a base rate (LIBOR) or on CP rates for investment grade issuers, we used the variable rate in effect at December 31, 2013 to calculate these payments. Our variable rate debt at December 31, 2013, consisted of CP, borrowings under our credit facilities and our five-year senior notes due 2014 (against which we have executed interest rate swaps to convert interest expense from fixed rates to floating rates). Future interest payments related to our Senior Credit Facility and our CP program are based on the borrowings outstanding at December 31, 2013 through their respective maturity dates, assuming such borrowings are outstanding until that time. The variable portion of the rate at December 31, 2013 ranged from 1.87% to 2.04% for all of our variable-rate debt. Future interest payments may be different depending on future borrowing activity and interest rates. |
(6) | This table excludes $22.6 million of unrecognized tax benefits, including interest and penalties, as we cannot make a reasonably reliable estimate of the period of cash settlement with the respective taxing authorities. |
44 | ||
|
45 | ||
|
46 | ||
|
47 | ||
|
|
|
|
December 31,
|
|
|
|
|
2013
|
|
|
|
|
(In millions)
|
|
Consumer Information Solutions
|
|
$
|
971.4
|
|
ID Management
|
|
|
61.1
|
|
Europe
|
|
|
124.2
|
|
Latin America
|
|
|
247.5
|
|
Canada Consumer
|
|
|
29.3
|
|
North America Personal Solutions
|
|
|
16.7
|
|
North America Commercial Solutions
|
|
|
37.2
|
|
Verification Services
|
|
|
738.7
|
|
Employer Services
|
|
|
169.0
|
|
Total goodwill
|
|
$
|
2,395.1
|
|
48 | ||
|
49 | ||
|
50 | ||
|
51 | ||
|
52 | ||
|
53 | ||
|
Index to Financial Statements
|
|
|
Management’s Report on Internal Control over Financial Reporting
|
|
54
|
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
|
|
55
|
Report of Independent Registered Public Accounting Firm
|
|
56
|
Consolidated Statements of Income for each of the three years in the period ended December 31, 2013
|
|
57
|
Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2013
|
|
58
|
Consolidated Balance Sheets at December 31, 2013 and 2012
|
|
59
|
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2013
|
|
60
|
Consolidated Statements of Shareholders’ Equity and Other Comprehensive Income for each of the three years in the period ended December 31, 2013
|
|
61
|
Notes to Consolidated Financial Statements
|
|
63
|
• | Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Equifax; |
• | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles; |
• | Provide reasonable assurance that receipts and expenditures of Equifax are being made only in accordance with authorization of management and the Board of Directors of Equifax; and |
• | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements. |
54 | ||
|
55 | ||
|
56 | ||
|
|
|
|
Twelve Months Ended
|
|
||||||
|
|
|
December 31,
|
|
||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
(In millions, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
Operating revenue
|
|
$
|
2,303.9
|
|
$
|
2,073.0
|
|
$
|
1,893.2
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
Cost of services (exclusive of depreciation and amortization below)
|
|
|
787.3
|
|
|
759.5
|
|
|
703.9
|
|
Selling, general and administrative expenses
|
|
|
715.8
|
|
|
673.5
|
|
|
560.1
|
|
Depreciation and amortization
|
|
|
189.6
|
|
|
160.0
|
|
|
160.6
|
|
Total operating expenses
|
|
|
1,692.7
|
|
|
1,593.0
|
|
|
1,424.6
|
|
Operating income
|
|
|
611.2
|
|
|
480.0
|
|
|
468.6
|
|
Interest expense
|
|
|
(70.2)
|
|
|
(55.4)
|
|
|
(55.1)
|
|
Other (expense) income, net
|
|
|
(10.6)
|
|
|
6.7
|
|
|
(7.6)
|
|
Consolidated income from continuing operations before income taxes
|
|
|
530.4
|
|
|
431.3
|
|
|
405.9
|
|
Provision for income taxes
|
|
|
(188.9)
|
|
|
(156.0)
|
|
|
(167.1)
|
|
Consolidated income from continuing operations
|
|
|
341.5
|
|
|
275.3
|
|
|
238.8
|
|
Income from discontinued operations, net of tax
|
|
|
18.4
|
|
|
5.5
|
|
|
2.9
|
|
Consolidated net income
|
|
|
359.9
|
|
|
280.8
|
|
|
241.7
|
|
Less: Net income attributable to noncontrolling interests
|
|
|
(8.1)
|
|
|
(8.7)
|
|
|
(8.8)
|
|
Net income attributable to Equifax
|
|
$
|
351.8
|
|
$
|
272.1
|
|
$
|
232.9
|
|
Amounts attributable to Equifax:
|
|
|
|
|
|
|
|
|
|
|
Net income from continuing operations attributable to Equifax
|
|
$
|
333.4
|
|
$
|
266.6
|
|
$
|
230.0
|
|
Discontinued operations, net of tax
|
|
|
18.4
|
|
|
5.5
|
|
|
2.9
|
|
Net income attributable to Equifax
|
|
$
|
351.8
|
|
$
|
272.1
|
|
$
|
232.9
|
|
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations attributable to Equifax
|
|
$
|
2.75
|
|
$
|
2.22
|
|
$
|
1.89
|
|
Discontinued operations
|
|
|
0.15
|
|
|
0.05
|
|
|
0.02
|
|
Net income attributable to Equifax
|
|
$
|
2.90
|
|
$
|
2.27
|
|
$
|
1.91
|
|
Weighted-average shares used in computing basic earnings per share
|
|
|
121.2
|
|
|
119.9
|
|
|
121.9
|
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations attributable to Equifax
|
|
$
|
2.69
|
|
$
|
2.18
|
|
$
|
1.86
|
|
Discontinued operations
|
|
|
0.15
|
|
|
0.04
|
|
|
0.02
|
|
Net income attributable to Equifax
|
|
$
|
2.84
|
|
$
|
2.22
|
|
$
|
1.88
|
|
Weighted-average shares used in computing diluted earnings per share
|
|
|
123.7
|
|
|
122.5
|
|
|
123.7
|
|
Dividends per common share
|
|
$
|
0.88
|
|
$
|
0.72
|
|
$
|
0.64
|
|
57 | ||
|
|
|
Twelve Months Ended December 31,
|
|
|||||||||||||||||||||||||
|
|
2013
|
|
|
2012
|
|
2011
|
|
||||||||||||||||||||
|
|
Equifax
|
|
Noncontrolling
|
|
|
|
|
Equifax
|
|
Noncontrolling
|
|
|
|
|
Equifax
|
|
Noncontrolling
|
|
|
|
|
||||||
|
|
Shareholders
|
|
Interests
|
|
Total
|
|
Shareholders
|
|
Interests
|
|
Total
|
|
Shareholders
|
|
Interests
|
|
Total
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
|||||||||||||||||||||||||
Net income
|
|
$
|
351.8
|
|
$
|
8.1
|
|
$
|
359.9
|
|
$
|
272.1
|
|
$
|
8.7
|
|
$
|
280.8
|
|
$
|
232.9
|
|
$
|
8.8
|
|
$
|
241.7
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
(24.9)
|
|
|
(2.9)
|
|
|
(27.8)
|
|
|
5.7
|
|
|
(0.3)
|
|
|
5.4
|
|
|
11.5
|
|
|
-
|
|
|
11.5
|
|
Change in unrecognized prior service cost
and actuarial gains (losses) related to our pension and other postretirement benefit plans, net |
|
|
74.2
|
|
|
-
|
|
|
74.2
|
|
|
23.9
|
|
|
-
|
|
|
23.9
|
|
|
(59.0)
|
|
|
-
|
|
|
(59.0)
|
|
Change in cumulative loss from cash flow hedging transactions
|
|
|
0.1
|
|
|
-
|
|
|
0.1
|
|
|
0.2
|
|
|
-
|
|
|
0.2
|
|
|
0.2
|
|
|
-
|
|
|
0.2
|
|
Comprehensive income
|
|
$
|
401.2
|
|
$
|
5.2
|
|
$
|
406.4
|
|
$
|
301.9
|
|
$
|
8.4
|
|
$
|
310.3
|
|
$
|
185.6
|
|
$
|
8.8
|
|
$
|
194.4
|
|
58 | ||
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
(In millions, except par values)
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
235.9
|
|
$
|
146.8
|
|
Trade accounts receivable, net of allowance for doubtful accounts of $6.8 and $6.3 at
December 31, 2013 and 2012, respectively |
|
|
309.7
|
|
|
317.0
|
|
Prepaid expenses
|
|
|
34.5
|
|
|
26.2
|
|
Other current assets
|
|
|
68.3
|
|
|
48.7
|
|
Total current assets
|
|
|
648.4
|
|
|
538.7
|
|
Property and equipment:
|
|
|
|
|
|
|
|
Capitalized internal-use software and system costs
|
|
|
388.0
|
|
|
369.9
|
|
Data processing equipment and furniture
|
|
|
188.0
|
|
|
198.4
|
|
Land, buildings and improvements
|
|
|
185.2
|
|
|
177.0
|
|
Total property and equipment
|
|
|
761.2
|
|
|
745.3
|
|
Less accumulated depreciation and amortization
|
|
|
(472.3)
|
|
|
(461.6)
|
|
Total property and equipment, net
|
|
|
288.9
|
|
|
283.7
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
2,395.1
|
|
|
2,290.4
|
|
Indefinite-lived intangible assets
|
|
|
95.5
|
|
|
254.5
|
|
Purchased intangible assets, net
|
|
|
973.2
|
|
|
987.7
|
|
Other assets, net
|
|
|
138.8
|
|
|
165.1
|
|
Total assets
|
|
$
|
4,539.9
|
|
$
|
4,520.1
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
Short-term debt and current maturities
|
|
$
|
296.5
|
|
$
|
283.3
|
|
Accounts payable
|
|
|
19.9
|
|
|
25.1
|
|
Accrued expenses
|
|
|
95.4
|
|
|
84.9
|
|
Accrued salaries and bonuses
|
|
|
90.2
|
|
|
104.7
|
|
Deferred revenue
|
|
|
61.8
|
|
|
57.9
|
|
Other current liabilities
|
|
|
98.7
|
|
|
90.6
|
|
Total current liabilities
|
|
|
662.5
|
|
|
646.5
|
|
Long-term debt
|
|
|
1,145.5
|
|
|
1,447.4
|
|
Deferred income tax liabilities, net
|
|
|
263.7
|
|
|
236.7
|
|
Long-term pension and other postretirement benefit liabilities
|
|
|
72.4
|
|
|
176.3
|
|
Other long-term liabilities
|
|
|
54.8
|
|
|
54.0
|
|
Total liabilities
|
|
|
2,198.9
|
|
|
2,560.9
|
|
Commitments and Contingencies (see Note 7)
|
|
|
|
|
|
|
|
Equifax shareholders' equity:
|
|
|
|
|
|
|
|
Preferred stock, $0.01 par value: Authorized shares - 10.0; Issued shares - none
|
|
|
-
|
|
|
-
|
|
Common stock, $1.25 par value: Authorized shares - 300.0;
Issued shares - 189.3 at December 31, 2013 and 2012; Outstanding shares - 121.9 and 120.4 at December 31, 2013 and 2012, respectively |
|
|
236.6
|
|
|
236.6
|
|
Paid-in capital
|
|
|
1,174.6
|
|
|
1,139.6
|
|
Retained earnings
|
|
|
3,309.2
|
|
|
3,064.6
|
|
Accumulated other comprehensive loss
|
|
|
(312.6)
|
|
|
(362.0)
|
|
Treasury stock, at cost, 66.8 shares and 68.3 shares at December 31, 2013 and 2012,
respectively |
|
|
(2,101.2)
|
|
|
(2,139.7)
|
|
Stock held by employee benefits trusts, at cost, 0.6 shares at December 31, 2013 and 2012
|
|
|
(5.9)
|
|
|
(5.9)
|
|
Total Equifax shareholders' equity
|
|
|
2,300.7
|
|
|
1,933.2
|
|
Noncontrolling interests
|
|
|
40.3
|
|
|
26.0
|
|
Total equity
|
|
|
2,341.0
|
|
|
1,959.2
|
|
Total liabilities and equity
|
|
$
|
4,539.9
|
|
$
|
4,520.1
|
|
59 | ||
|
|
|
Twelve Months Ended
|
|
|||||||
|
|
December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
(In millions)
|
|
|
|
|
|
|
|
|
|
|
Operating activities:
|
|
|
|
|
|
|
|
|
|
|
Consolidated net income
|
|
$
|
359.9
|
|
$
|
280.8
|
|
$
|
241.7
|
|
Adjustments to reconcile consolidated net income to net cash provided
by operating activities: |
|
|
|
|
|
|
|
|
|
|
Loss (gain) on divestitures
|
|
|
(19.0)
|
|
|
-
|
|
|
26.3
|
|
Impairment of cost method investment
|
|
|
17.0
|
|
|
-
|
|
|
-
|
|
Depreciation and amortization
|
|
|
190.3
|
|
|
163.4
|
|
|
164.9
|
|
Stock-based compensation expense
|
|
|
32.2
|
|
|
28.0
|
|
|
24.4
|
|
Excess tax benefits from stock-based compensation plans
|
|
|
(14.6)
|
|
|
(1.7)
|
|
|
(1.2)
|
|
Deferred income taxes
|
|
|
(9.7)
|
|
|
(26.5)
|
|
|
3.6
|
|
Pension settlement charge
|
|
|
-
|
|
|
38.7
|
|
|
-
|
|
Changes in assets and liabilities, excluding effects of acquisitions:
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable, net
|
|
|
(2.4)
|
|
|
(17.2)
|
|
|
(26.6)
|
|
Prepaid expenses and other current assets
|
|
|
(4.2)
|
|
|
(22.5)
|
|
|
2.4
|
|
Other assets
|
|
|
4.4
|
|
|
(4.0)
|
|
|
15.0
|
|
Current liabilities, excluding debt
|
|
|
2.1
|
|
|
53.3
|
|
|
1.3
|
|
Other long-term liabilities, excluding debt
|
|
|
10.3
|
|
|
4.0
|
|
|
(43.1)
|
|
Cash provided by operating activities
|
|
|
566.3
|
|
|
496.3
|
|
|
408.7
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(83.3)
|
|
|
(66.0)
|
|
|
(75.0)
|
|
Acquisitions, net of cash acquired
|
|
|
(91.4)
|
|
|
(1,016.4)
|
|
|
(127.4)
|
|
Cash received from divestitures
|
|
|
47.5
|
|
|
2.5
|
|
|
2.5
|
|
Investment in unconsolidated affiliates, net
|
|
|
(6.4)
|
|
|
(3.7)
|
|
|
(4.2)
|
|
Cash used in investing activities
|
|
|
(133.6)
|
|
|
(1,083.6)
|
|
|
(204.1)
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
Net short-term borrowings (repayments)
|
|
|
(267.3)
|
|
|
234.1
|
|
|
24.4
|
|
Payments on long-term debt
|
|
|
(15.0)
|
|
|
(15.2)
|
|
|
(16.7)
|
|
Proceeds from issuance of long-term debt
|
|
|
-
|
|
|
499.2
|
|
|
-
|
|
Treasury stock purchases
|
|
|
(11.9)
|
|
|
(85.1)
|
|
|
(142.3)
|
|
Dividends paid to Equifax shareholders
|
|
|
(106.7)
|
|
|
(86.0)
|
|
|
(78.1)
|
|
Dividends paid to noncontrolling interests
|
|
|
(10.5)
|
|
|
(4.8)
|
|
|
(5.6)
|
|
Proceeds from exercise of stock options
|
|
|
47.8
|
|
|
68.3
|
|
|
23.7
|
|
Excess tax benefits from stock-based compensation plans
|
|
|
14.6
|
|
|
1.7
|
|
|
1.2
|
|
Contributions from noncontrolling interests
|
|
|
16.7
|
|
|
-
|
|
|
-
|
|
Other
|
|
|
(0.8)
|
|
|
(5.9)
|
|
|
(2.5)
|
|
Cash (used in) provided by financing activities
|
|
|
(333.1)
|
|
|
606.3
|
|
|
(195.9)
|
|
Effect of foreign currency exchange rates on cash and cash equivalents
|
|
|
(10.5)
|
|
|
0.1
|
|
|
(0.4)
|
|
Increase in cash and cash equivalents
|
|
|
89.1
|
|
|
19.1
|
|
|
8.3
|
|
Cash and cash equivalents, beginning of period
|
|
|
146.8
|
|
|
127.7
|
|
|
119.4
|
|
Cash and cash equivalents, end of period
|
|
$
|
235.9
|
|
$
|
146.8
|
|
$
|
127.7
|
|
60 | ||
|
|
|
Equifax Shareholders
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
Held By
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
|
|
|
|
Other
|
|
|
|
|
Employee
|
|
|
|
|
Total
|
|
||||||||
|
|
Shares
|
|
|
|
|
Paid-In
|
|
Retained
|
|
Comprehensive
|
|
Treasury
|
|
Benefits
|
|
Noncontrolling
|
|
Shareholders’
|
|
||||||||
|
|
Outstanding
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Loss
|
|
Stock
|
|
Trusts
|
|
Interests
|
|
Equity
|
|
|||||||||
|
|
(In millions, except per share values)
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2010
|
|
|
122.6
|
|
$
|
236.6
|
|
$
|
1,105.8
|
|
$
|
2,725.7
|
|
$
|
(344.5)
|
|
$
|
(1,991.0)
|
|
$
|
(41.2)
|
|
$
|
17.0
|
|
$
|
1,708.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
232.9
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
8.8
|
|
|
241.7
|
|
Other comprehensive income (loss)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(47.3)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(47.3)
|
|
Shares issued under stock and benefit plans, net of minimum tax withholdings
|
|
|
1.2
|
|
|
-
|
|
|
(14.3)
|
|
|
-
|
|
|
-
|
|
|
34.9
|
|
|
-
|
|
|
-
|
|
|
20.6
|
|
Treasury stock purchased under share repurchase program ($34.19 per share)*
|
|
|
(4.2)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(142.3)
|
|
|
-
|
|
|
-
|
|
|
(142.3)
|
|
Treasury stock transferred from the Executive Life Insurance Benefit Trust**
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(35.3)
|
|
|
35.3
|
|
|
-
|
|
|
-
|
|
Cash dividends ($0.64 per share)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(79.4)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(79.4)
|
|
Dividends paid to employee benefits trusts
|
|
|
-
|
|
|
-
|
|
|
1.3
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
1.3
|
|
Stock-based compensation expense
|
|
|
-
|
|
|
-
|
|
|
24.4
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
24.4
|
|
Tax effects of stock-based compensation plans
|
|
|
-
|
|
|
-
|
|
|
2.3
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
2.3
|
|
Dividends paid to noncontrolling interests
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(5.6)
|
|
|
(5.6)
|
|
Other
|
|
|
-
|
|
|
-
|
|
|
(1.5)
|
|
|
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(0.5)
|
|
|
(2.0)
|
|
Balance, December 31, 2011
|
|
|
119.6
|
|
$
|
236.6
|
|
$
|
1,118.0
|
|
$
|
2,879.2
|
|
$
|
(391.8)
|
|
$
|
(2,133.7)
|
|
$
|
(5.9)
|
|
$
|
19.7
|
|
$
|
1,722.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
272.1
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
8.7
|
|
|
280.8
|
|
Other comprehensive income (loss)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
29.8
|
|
|
-
|
|
|
-
|
|
|
(0.3)
|
|
|
29.5
|
|
Shares issued under stock and benefit plans, net of minimum tax withholdings
|
|
|
2.7
|
|
|
-
|
|
|
(16.6)
|
|
|
-
|
|
|
-
|
|
|
79.1
|
|
|
-
|
|
|
-
|
|
|
62.5
|
|
Treasury stock purchased under share repurchase program ($45.73 per share)*
|
|
|
(1.9)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(85.1)
|
|
|
-
|
|
|
-
|
|
|
(85.1)
|
|
Cash dividends ($0.72 per share)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(86.7)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(86.7)
|
|
Dividends paid to employee benefits trusts
|
|
|
-
|
|
|
-
|
|
|
0.7
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
0.7
|
|
Stock-based compensation expense
|
|
|
-
|
|
|
-
|
|
|
28.0
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
28.0
|
|
Tax effects of stock-based compensation plans
|
|
|
-
|
|
|
-
|
|
|
9.5
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
9.5
|
|
Dividends paid to noncontrolling interests
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(4.8)
|
|
|
(4.8)
|
|
Other
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
-
|
|
|
-
|
|
|
|
|
|
2.7
|
|
|
2.7
|
|
Balance, December 31, 2012
|
|
|
120.4
|
|
$
|
236.6
|
|
$
|
1,139.6
|
|
$
|
3,064.6
|
|
$
|
(362.0)
|
|
$
|
(2,139.7)
|
|
$
|
(5.9)
|
|
$
|
26.0
|
|
$
|
1,959.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
351.8
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
8.1
|
|
|
359.9
|
|
Other comprehensive income (loss)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
49.4
|
|
|
-
|
|
|
-
|
|
|
(2.9)
|
|
|
46.5
|
|
Shares issued under stock and benefit plans, net of minimum tax withholdings
|
|
|
1.7
|
|
|
-
|
|
|
(12.3)
|
|
|
-
|
|
|
-
|
|
|
50.4
|
|
|
-
|
|
|
-
|
|
|
38.1
|
|
Treasury stock purchased under share repurchase program ($59.74 per share)*
|
|
|
(0.2)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(11.9)
|
|
|
-
|
|
|
-
|
|
|
(11.9)
|
|
Cash dividends ($0.88 per share)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(107.2)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(107.2)
|
|
Dividends paid to employee benefits trusts
|
|
|
-
|
|
|
-
|
|
|
0.5
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
0.5
|
|
Stock-based compensation expense
|
|
|
-
|
|
|
-
|
|
|
32.2
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
32.2
|
|
Tax effects of stock-based compensation plans
|
|
|
-
|
|
|
-
|
|
|
14.6
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
14.6
|
|
Dividends paid to noncontrolling interests
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(10.5)
|
|
|
(10.5)
|
|
Contributions from noncontrolling interests
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
16.7
|
|
|
16.7
|
|
Other
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
-
|
|
|
-
|
|
|
|
|
|
2.9
|
|
|
2.9
|
|
Balance, December 31, 2013
|
|
|
121.9
|
|
$
|
236.6
|
|
$
|
1,174.6
|
|
$
|
3,309.2
|
|
$
|
(312.6)
|
|
$
|
(2,101.2)
|
|
$
|
(5.9)
|
|
$
|
40.3
|
|
$
|
2,341.0
|
|
|
*
|
At December 31, 2013, $215.1 million was authorized for future repurchases of our common stock.
|
|
**
|
1,500,000 shares were reclassified from Stock Held by Employee Benefits Trusts to Treasury Stock on our Consolidated Balance Sheets as a result of this transaction.
|
61 | ||
|
|
|
December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
|
(In millions)
|
|
|||||||
Foreign currency translation
|
|
$
|
(108.5)
|
|
$
|
(83.6)
|
|
$
|
(89.3)
|
|
Unrecognized actuarial losses and prior service cost related to our pension and
other postretirement benefit plans net of accumulated tax of $115.3, $159.3 and $172.1 in 2013, 2012 and 2011, respectively |
|
|
(202.2)
|
|
|
(276.4)
|
|
|
(300.3)
|
|
Cash flow hedging transactions, net of tax of $1.2, $1.3 and $1.4 in 2013,
2012 and 2011, respectively |
|
|
(1.9)
|
|
|
(2.0)
|
|
|
(2.2)
|
|
Accumulated other comprehensive loss
|
|
$
|
(312.6)
|
|
$
|
(362.0)
|
|
$
|
(391.8)
|
|
62 | ||
|
•
|
U.S. Consumer Information Solutions, or USCIS
|
•
|
International
|
•
|
Workforce Solutions
|
•
|
North America Personal Solutions
|
•
|
North America Commercial Solutions
|
63 | ||
|
64 | ||
|
65 | ||
|
|
|
Twelve Months Ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
|
(In millions)
|
|
|||||||
Weighted-average shares outstanding (basic)
|
|
|
121.2
|
|
|
119.9
|
|
|
121.9
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
Stock options and restricted stock units
|
|
|
2.5
|
|
|
2.6
|
|
|
1.8
|
|
Weighted-average shares outstanding (diluted)
|
|
|
123.7
|
|
|
122.5
|
|
|
123.7
|
|
66 | ||
|
67 | ||
|
Asset
|
|
Useful Life
|
|
|
|
(in years)
|
|
Purchased data files
|
|
2 to 15
|
|
Acquired software and technology
|
|
1 to 10
|
|
Non-compete agreements
|
|
1 to 10
|
|
Proprietary database
|
|
6 to 10
|
|
Customer relationships
|
|
2 to 25
|
|
Trade names
|
|
5 to 15
|
|
68 | ||
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using:
|
|
|||||||
Description
|
|
Fair Value at
December 31, 2013 |
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
|||||
|
|
|
(In millions)
|
|
||||||||||
Assets and Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Interest Rate Swaps
|
(1)
|
|
$
|
6.0
|
|
$
|
-
|
|
$
|
6.0
|
|
$
|
-
|
|
Notes, due 2014
|
(1)
|
|
|
(281.0)
|
|
|
-
|
|
|
(281.0)
|
|
|
-
|
|
Deferred Compensation Plan Assets
|
(2)
|
|
|
22.0
|
|
|
22.0
|
|
|
-
|
|
|
-
|
|
Deferred Compensation Plan Liability
|
(2)
|
|
|
(22.0)
|
|
|
-
|
|
|
(22.0)
|
|
|
-
|
|
Total assets and liabilities
|
|
|
$
|
(275.0)
|
|
$
|
22.0
|
|
$
|
(297.0)
|
|
$
|
-
|
|
(1)
|
The fair value of our interest rate swaps, designated as fair value hedges, and notes are based on the present value of expected future cash flows using zero coupon rates and are classified within Level 2 of the fair value hierarchy.
|
69 | ||
|
(2)
|
We maintain deferred compensation plans that allow for certain management employees to defer the receipt of compensation (such as salary, incentive compensation and commissions) until a later date based on the terms of the plans. The liability representing benefits accrued for plan participants is valued at the quoted market prices of the participants’ investment elections. The asset consists of
mutual funds reflective of the participants investment selections and is valued at daily quoted market prices.
|
70 | ||
|
71 | ||
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
|
|
(In millions)
|
|
||||
Current assets
|
|
$
|
12.9
|
|
$
|
21.3
|
|
Property and equipment
|
|
|
1.4
|
|
|
1.2
|
|
Other assets
|
|
|
5.9
|
|
|
0.1
|
|
Identifiable intangible assets
(1)
|
|
|
46.4
|
|
|
524.7
|
|
Indefinite lived intangible assets
|
|
|
-
|
|
|
158.8
|
|
Goodwill
(2)
|
|
|
55.3
|
|
|
321.3
|
|
Total assets acquired
|
|
|
121.9
|
|
|
1,027.4
|
|
Total liabilities assumed
|
|
|
(19.9)
|
|
|
(7.4)
|
|
Non-controlling interest
|
|
|
(3.2)
|
|
|
(2.7)
|
|
Net assets acquired
|
|
$
|
98.8
|
|
$
|
1,017.3
|
|
(1)
|
Identifiable intangible assets are further disaggregated in the following table.
|
(2)
|
Of the goodwill resulting from 2013 and 2012 acquisitions, $
1.2
million and $
309.3
million, respectively, is tax deductible.
|
|
|
December 31,
|
|
||||||||
|
|
2013
|
|
2012
|
|
||||||
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
|
|
$
|
27.6
|
|
8.3
|
|
$
|
4.5
|
|
8.7
|
|
Acquired software and technology
|
|
|
4.2
|
|
4.3
|
|
|
0.7
|
|
5.7
|
|
Purchased data files
|
|
|
8.4
|
|
5.0
|
|
|
508.8
|
|
15.0
|
|
Non-compete agreements
|
|
|
3.1
|
|
4.0
|
|
|
10.3
|
|
4.9
|
|
Trade names and other intangible assets
|
|
|
3.1
|
|
6.3
|
|
|
0.4
|
|
5.0
|
|
Total acquired intangibles
|
|
$
|
46.4
|
|
6.9
|
|
$
|
524.7
|
|
14.7
|
|
72 | ||
|
|
|
U.S. Consumer
|
|
|
|
|
|
|
|
North America
|
|
North America
|
|
|
|
|
|||
|
|
Information
|
|
|
|
|
Workforce
|
|
Personal
|
|
Commercial
|
|
|
|
|
||||
(In millions)
|
|
Solutions
|
|
International
|
|
Solutions
|
|
Solutions
|
|
Solutions
|
|
Total
|
|
||||||
Balance, December 31, 2011
|
|
$
|
638.4
|
|
$
|
348.5
|
|
$
|
935.0
|
|
$
|
1.8
|
|
$
|
37.5
|
|
$
|
1,961.2
|
|
Acquisitions
|
|
|
309.3
|
|
|
12.0
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
321.3
|
|
Adjustments to initial purchase price allocation
|
|
|
-
|
|
|
-
|
|
|
(1.0)
|
|
|
-
|
|
|
-
|
|
|
(1.0)
|
|
Foreign currency translation
|
|
|
-
|
|
|
8.8
|
|
|
-
|
|
|
-
|
|
|
0.1
|
|
|
8.9
|
|
Balance, December 31, 2012
|
|
|
947.7
|
|
|
369.3
|
|
|
934.0
|
|
|
1.8
|
|
|
37.6
|
|
|
2,290.4
|
|
Acquisitions
|
|
|
-
|
|
|
40.8
|
|
|
-
|
|
|
14.5
|
|
|
-
|
|
|
55.3
|
|
Adjustments to initial purchase price allocation
|
|
|
87.5
|
|
|
(0.1)
|
|
|
-
|
|
|
0.4
|
|
|
-
|
|
|
87.8
|
|
Foreign currency translation
|
|
|
-
|
|
|
(7.6)
|
|
|
-
|
|
|
-
|
|
|
(0.4)
|
|
|
(8.0)
|
|
Tax benefits of options exercised
|
|
|
-
|
|
|
-
|
|
|
(0.2)
|
|
|
-
|
|
|
-
|
|
|
(0.2)
|
|
Businesses sold
|
|
|
(2.7)
|
|
|
(1.4)
|
|
|
(26.1)
|
|
|
-
|
|
|
-
|
|
|
(30.2)
|
|
Balance, December 31, 2013
|
|
$
|
1,032.5
|
|
$
|
401.0
|
|
$
|
907.7
|
|
$
|
16.7
|
|
$
|
37.2
|
|
$
|
2,395.1
|
|
73 | ||
|
|
|
Amount
|
|
|
|
|
(In millions)
|
|
|
Balance, December 31, 2011
|
|
$
|
95.6
|
|
Acquisitions
|
|
$
|
158.8
|
|
Foreign currency translation
|
|
|
0.1
|
|
Balance, December 31, 2012
|
|
|
254.5
|
|
Purchase price adjustment
|
|
|
(158.8)
|
|
Foreign currency translation
|
|
|
(0.2)
|
|
Balance, December 31, 2013
|
|
$
|
95.5
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
|
||||||||||||||
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
||
|
|
Gross
|
|
Amortization
|
|
Net
|
|
Gross
|
|
Amortization
|
|
Net
|
|
||||||
Definite-lived intangible assets:
|
|
(In millions)
|
|
||||||||||||||||
Purchased data files
|
|
$
|
709.5
|
|
$
|
(187.4)
|
|
$
|
522.1
|
|
$
|
795.6
|
|
$
|
(229.2)
|
|
$
|
566.4
|
|
Acquired software and technology
|
|
|
38.4
|
|
|
(20.2)
|
|
|
18.2
|
|
|
34.4
|
|
|
(13.5)
|
|
|
20.9
|
|
Customer relationships
|
|
|
506.7
|
|
|
(166.5)
|
|
|
340.2
|
|
|
522.1
|
|
|
(164.5)
|
|
|
357.6
|
|
Reacquired rights
|
|
|
73.3
|
|
|
(13.1)
|
|
|
60.2
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Proprietary database
|
|
|
7.4
|
|
|
(5.0)
|
|
|
2.4
|
|
|
125.0
|
|
|
(115.9)
|
|
|
9.1
|
|
Non-compete agreements
|
|
|
20.2
|
|
|
(7.8)
|
|
|
12.4
|
|
|
19.4
|
|
|
(5.5)
|
|
|
13.9
|
|
Trade names and other intangible assets
|
|
|
41.7
|
|
|
(24.0)
|
|
|
17.7
|
|
|
41.5
|
|
|
(21.7)
|
|
|
19.8
|
|
Total definite-lived intangible assets
|
|
$
|
1,397.2
|
|
$
|
(424.0)
|
|
$
|
973.2
|
|
$
|
1,538.0
|
|
$
|
(550.3)
|
|
$
|
987.7
|
|
Years ending December 31,
|
|
Amount
|
|
|
|
(In millions)
|
|
2014
|
|
$
|
111.8
|
2015
|
|
|
106.9
|
2016
|
|
|
100.3
|
2017
|
|
|
90.6
|
2018
|
|
|
72.9
|
Thereafter
|
|
|
490.7
|
|
|
$
|
973.2
|
74 | ||
|
|
|
December 31,
|
||||
|
|
2013
|
|
2012
|
||
|
|
|
|
|
|
|
|
|
(In millions)
|
||||
Commercial paper ("CP")
|
|
$
|
-
|
|
$
|
265.0
|
Notes, 7.34%, due in installments through May 2014
|
|
|
15.0
|
|
|
30.0
|
Notes, 4.45%, due December 2014
|
|
|
275.0
|
|
|
275.0
|
Notes, 6.30%, due July 2017
|
|
|
272.5
|
|
|
272.5
|
Notes, 3.30%, due Dec 2022
|
|
|
500.0
|
|
|
500.0
|
Debentures, 6.90%, due July 2028
|
|
|
125.0
|
|
|
125.0
|
Notes, 7.00%, due July 2037
|
|
|
250.0
|
|
|
250.0
|
Capitalized lease obligation
|
|
|
-
|
|
|
2.2
|
Other
|
|
|
0.6
|
|
|
0.7
|
Total debt
|
|
|
1,438.1
|
|
|
1,720.4
|
Less short-term debt and current maturities
|
|
|
(296.5)
|
|
|
(283.3)
|
Less unamortized discounts
|
|
|
(2.1)
|
|
|
(2.3)
|
Plus fair value adjustments
|
|
|
6.0
|
|
|
12.6
|
Total long-term debt, net of discount
|
|
$
|
1,145.5
|
|
$
|
1,447.4
|
Years ending December 31,
|
|
Amount
|
|
|
|
|
(In millions)
|
|
|
2014
|
|
$
|
290.6
|
|
2015
|
|
|
-
|
|
2016
|
|
|
-
|
|
2017
|
|
|
272.5
|
|
2018
|
|
|
-
|
|
Thereafter
|
|
|
875.0
|
|
Total debt
|
|
$
|
1,438.1
|
|
75 | ||
|
|
76 | ||
|
|
Years ending December 31,
|
|
Amount
|
|
|
|
|
(In millions)
|
|
|
2014
|
|
$
|
19.1
|
|
2015
|
|
|
14.2
|
|
2016
|
|
|
10.0
|
|
2017
|
|
|
7.9
|
|
2018
|
|
|
5.7
|
|
Thereafter
|
|
|
40.3
|
|
|
|
$
|
97.2
|
|
77 | ||
|
|
78 | ||
|
|
79 | ||
|
|
|
|
Twelve Months Ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
|
(In millions)
|
|
|||||||
Current:
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
130.9
|
|
$
|
102.3
|
|
$
|
112.5
|
|
State
|
|
|
16.4
|
|
|
12.5
|
|
|
10.4
|
|
Foreign
|
|
|
51.3
|
|
|
67.4
|
|
|
44.2
|
|
|
|
|
198.6
|
|
|
182.2
|
|
|
167.1
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
(4.9)
|
|
|
(5.9)
|
|
|
(1.5)
|
|
State
|
|
|
2.8
|
|
|
(2.1)
|
|
|
0.5
|
|
Foreign
|
|
|
(7.6)
|
|
|
(18.2)
|
|
|
1.0
|
|
|
|
|
(9.7)
|
|
|
(26.2)
|
|
|
-
|
|
Provision for income taxes
|
|
$
|
188.9
|
|
$
|
156.0
|
|
$
|
167.1
|
|
|
|
Twelve Months Ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
|
(In millions)
|
|
|||||||
U.S.
|
|
$
|
458.4
|
|
$
|
341.8
|
|
$
|
338.6
|
|
Foreign
|
|
|
72.0
|
|
|
89.5
|
|
|
67.3
|
|
|
|
$
|
530.4
|
|
$
|
431.3
|
|
$
|
405.9
|
|
80 | ||
|
|
|
Twelve Months Ended December 31,
|
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
||||||
|
|
(In millions)
|
|
||||||||||
Federal statutory rate
|
|
|
35.0
|
%
|
|
|
35.0
|
%
|
|
|
35.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision computed at federal statutory rate
|
|
$
|
185.6
|
|
|
$
|
151.0
|
|
|
$
|
142.0
|
|
|
State and local taxes, net of federal tax benefit
|
|
|
12.1
|
|
|
|
5.8
|
|
|
|
5.8
|
|
|
Foreign
|
|
|
(4.1)
|
|
|
|
(5.3)
|
|
|
|
3.1
|
|
|
Valuation allowance
|
|
|
(0.6)
|
|
|
|
(0.9)
|
|
|
|
(0.6)
|
|
|
Tax reserves
|
|
|
(1.2)
|
|
|
|
0.2
|
|
|
|
(1.1)
|
|
|
Currency and other tax effects of Brazil Transaction
(1)
|
|
|
-
|
|
|
|
(15.3)
|
|
|
|
20.5
|
|
|
Global restructuring
(2)
|
|
|
-
|
|
|
|
20.5
|
|
|
|
-
|
|
|
Other
|
|
|
(2.9)
|
|
|
|
-
|
|
|
|
(2.6)
|
|
|
Provision for income taxes
|
|
$
|
188.9
|
|
|
$
|
156.0
|
|
|
$
|
167.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective income tax rate
|
|
|
35.6
|
%
|
|
|
36.2
|
%
|
|
|
42.1
|
%
|
|
|
(1)
|
During the fourth quarter of 2012, we recorded a $
15.3
million tax benefit as a result of tax authorities approving a tax method change which impacted the tax expense recorded in connection with the merger of our Brazilian business in the second quarter of 2011.
|
|
(2)
|
During the fourth quarter of 2012, we completed an international tax restructuring resulting in the recognition of tax expense of $
20.5
million.
|
81 | ||
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
|
|
(In millions)
|
|
||||
Deferred income tax assets:
|
|
|
|
|
|
|
|
Employee pension benefits
|
|
$
|
108.9
|
|
$
|
149.9
|
|
Net operating and capital loss carryforwards
|
|
|
132.3
|
|
|
107.3
|
|
Foreign tax credits
|
|
|
51.7
|
|
|
54.2
|
|
Employee compensation programs
|
|
|
61.9
|
|
|
54.9
|
|
Reserves and accrued expenses
|
|
|
8.5
|
|
|
7.7
|
|
Deferred revenue
|
|
|
2.5
|
|
|
3.8
|
|
Other
|
|
|
5.9
|
|
|
3.1
|
|
Gross deferred income tax assets
|
|
|
371.7
|
|
|
380.9
|
|
Valuation allowance
|
|
|
(121.5)
|
|
|
(102.5)
|
|
Total deferred income tax assets, net
|
|
$
|
250.2
|
|
$
|
278.4
|
|
|
|
|
|
|
|
|
|
Deferred income tax liabilities:
|
|
|
|
|
|
|
|
Goodwill and intangible assets
|
|
|
(313.7)
|
|
|
(305.2)
|
|
Pension expense
|
|
|
(101.9)
|
|
|
(101.4)
|
|
Undistributed earnings of foreign subsidiaries
|
|
|
(52.5)
|
|
|
(52.3)
|
|
Depreciation
|
|
|
(14.5)
|
|
|
(15.3)
|
|
Other
|
|
|
(11.7)
|
|
|
(18.8)
|
|
Total deferred income tax liability
|
|
|
(494.3)
|
|
|
(493.0)
|
|
Net deferred income tax liability
|
|
$
|
(244.1)
|
|
$
|
(214.6)
|
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
|
|
(In millions)
|
|
||||
Current deferred income tax assets, included in other current assets
|
|
$
|
18.3
|
|
$
|
17.4
|
|
Long-term deferred income tax assets, included in other assets
|
|
$
|
1.3
|
|
$
|
4.7
|
|
Long-term deferred income tax liabilities
|
|
|
(263.7)
|
|
|
(236.7)
|
|
Net deferred income tax liability
|
|
$
|
(244.1)
|
|
$
|
(214.6)
|
|
82 | ||
|
|
|
2013
|
|
2012
|
|
||
|
|
(In millions)
|
|
||||
Beginning balance (January 1)
|
|
$
|
19.5
|
|
$
|
19.9
|
|
Increases related to prior year tax positions
|
|
|
3.0
|
|
|
1.9
|
|
Decreases related to prior year tax positions
|
|
|
(0.1)
|
|
|
(0.5)
|
|
Increases related to current year tax positions
|
|
|
4.1
|
|
|
2.6
|
|
Decreases related to settlements
|
|
|
(0.5)
|
|
|
(1.0)
|
|
Expiration of the statute of limitations for the assessment of taxes
|
|
|
(6.4)
|
|
|
(3.3)
|
|
Currency translation adjustment
|
|
|
(0.5)
|
|
|
(0.1)
|
|
Ending balance (December 31)
|
|
$
|
19.1
|
|
$
|
19.5
|
|
83 | ||
|
|
|
Twelve Months Ended December 31,
|
|
|||||||
(in millions)
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Cost of services
|
|
$
|
4.2
|
|
$
|
3.9
|
|
$
|
3.6
|
|
Selling, general and administrative expenses
|
|
|
28.0
|
|
|
24.1
|
|
|
20.8
|
|
Stock-based compensation expense, before income taxes
|
|
$
|
32.2
|
|
$
|
28.0
|
|
$
|
24.4
|
|
|
|
Twelve Months Ended December 31,
|
|
|||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend yield
|
|
|
1.5
|
%
|
|
|
1.8
|
%
|
|
|
1.8
|
%
|
Expected volatility
|
|
|
25.8
|
%
|
|
|
31.9
|
%
|
|
|
32.7
|
%
|
Risk-free interest rate
|
|
|
1.3
|
%
|
|
|
0.6
|
%
|
|
|
1.2
|
%
|
Expected term (in years)
|
|
|
4.9
|
|
|
|
4.9
|
|
|
|
4.8
|
|
Weighted-average fair value of stock options granted
|
|
$
|
11.95
|
|
|
$
|
10.67
|
|
|
$
|
7.85
|
|
84 | ||
|
|
|
|
|
|
|
|
|
Weighted-Average
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average
|
|
Remaining
|
|
Aggregate
|
|
|||
|
|
Shares
|
|
Exercise Price
|
|
Contractual Term
|
|
Intrinsic Value
|
|
||||
|
|
(in thousands)
|
|
|
|
|
(in years)
|
|
(in millions)
|
|
|||
Outstanding at December 31, 2012
|
|
|
4,748
|
|
$
|
34.64
|
|
|
|
|
|
|
|
Granted (all at market price)
|
|
|
346
|
|
$
|
60.15
|
|
|
|
|
|
|
|
Exercised
|
|
|
(1,469)
|
|
$
|
32.58
|
|
|
|
|
|
|
|
Forfeited and cancelled
|
|
|
(95)
|
|
$
|
44.24
|
|
|
|
|
|
|
|
Outstanding at December 31, 2013
|
|
|
3,530
|
|
$
|
37.85
|
|
|
6.3
|
|
$
|
110.3
|
|
Vested and expected to vest at December 31, 2013
|
|
|
3,256
|
|
$
|
37.76
|
|
|
6.3
|
|
$
|
102.0
|
|
Exercisable at December 31, 2013
|
|
|
2,495
|
|
$
|
34.45
|
|
|
5.4
|
|
$
|
86.4
|
|
|
|
December 31,
|
|
||||||||||
|
|
2012
|
|
2011
|
|
||||||||
|
|
Shares
|
|
Weighted-
Average Price |
|
Shares
|
|
Weighted-
Average Price |
|
||||
|
|
(Shares in thousands)
|
|
(Shares in thousands)
|
|
||||||||
Outstanding at the beginning of the year
|
|
|
6,715
|
|
$
|
31.82
|
|
|
6,526
|
|
$
|
30.63
|
|
Granted (all at market price)
|
|
|
501
|
|
$
|
47.04
|
|
|
1,298
|
|
$
|
32.94
|
|
Exercised
|
|
|
(2,352)
|
|
$
|
29.37
|
|
|
(947)
|
|
$
|
25.02
|
|
Forfeited and cancelled
|
|
|
(116)
|
|
$
|
31.85
|
|
|
(162)
|
|
$
|
32.99
|
|
Outstanding at the end of the year
|
|
|
4,748
|
|
$
|
34.64
|
|
|
6,715
|
|
$
|
31.82
|
|
Exercisable at end of year
|
|
|
3,061
|
|
$
|
33.34
|
|
|
4,289
|
|
$
|
31.71
|
|
85 | ||
|
|
|
|
|
|
Weighted-Average
|
|
|
|
|
|
|
|
Grant Date
|
|
|
|
|
Shares
|
|
Fair Value
|
|
||
|
|
(in thousands)
|
|
|
|
|
|
Nonvested at December 31, 2010
|
|
|
1,310
|
|
$
|
31.54
|
|
Granted
|
|
|
513
|
|
$
|
34.07
|
|
Vested
|
|
|
(340)
|
|
$
|
34.34
|
|
Forfeited
|
|
|
(52)
|
|
$
|
30.70
|
|
Nonvested at December 31, 2011
|
|
|
1,431
|
|
$
|
31.79
|
|
Granted
|
|
|
685
|
|
$
|
44.59
|
|
Vested
|
|
|
(440)
|
|
$
|
29.02
|
|
Forfeited
|
|
|
(60)
|
|
$
|
33.31
|
|
Nonvested at December 31, 2012
|
|
|
1,616
|
|
$
|
37.95
|
|
Granted
|
|
|
621
|
|
$
|
57.82
|
|
Vested
|
|
|
(479)
|
|
$
|
33.05
|
|
Forfeited
|
|
|
(63)
|
|
$
|
40.99
|
|
Nonvested at December 31, 2013
|
|
|
1,695
|
|
$
|
46.50
|
|
86 | ||
|
87 | ||
|
|
|
Pension Benefits
|
|
Other Benefits
|
|
||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
||||
|
|
(In millions)
|
|
||||||||||
Change in projected benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation at January 1,
|
|
$
|
716.8
|
|
$
|
746.1
|
|
$
|
27.3
|
|
$
|
29.9
|
|
Service cost
|
|
|
5.4
|
|
|
6.5
|
|
|
0.5
|
|
|
0.5
|
|
Interest cost
|
|
|
28.9
|
|
|
33.4
|
|
|
1.1
|
|
|
1.2
|
|
Plan participants' contributions
|
|
|
-
|
|
|
-
|
|
|
1.1
|
|
|
1.1
|
|
Amendments
|
|
|
-
|
|
|
7.5
|
|
|
(8.6)
|
|
|
-
|
|
Actuarial loss (gain)
|
|
|
(68.6)
|
|
|
68.7
|
|
|
0.9
|
|
|
(1.7)
|
|
Foreign currency exchange rate changes
|
|
|
(4.2)
|
|
|
1.8
|
|
|
0.6
|
|
|
-
|
|
Curtailments
|
|
|
-
|
|
|
(29.2)
|
|
|
-
|
|
|
-
|
|
Settlements
|
|
|
-
|
|
|
(77.3)
|
|
|
-
|
|
|
-
|
|
Benefits paid
|
|
|
(41.5)
|
|
|
(40.7)
|
|
|
(3.3)
|
|
|
(3.7)
|
|
Projected benefit obligation at December 31,
|
|
|
636.8
|
|
|
716.8
|
|
|
19.6
|
|
|
27.3
|
|
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at January 1,
|
|
|
548.0
|
|
|
583.0
|
|
|
21.4
|
|
|
19.3
|
|
Actual return on plan assets
|
|
|
58.5
|
|
|
59.0
|
|
|
2.4
|
|
|
2.1
|
|
Employer contributions
|
|
|
6.7
|
|
|
7.6
|
|
|
2.2
|
|
|
2.6
|
|
Plan participants' contributions
|
|
|
-
|
|
|
-
|
|
|
1.1
|
|
|
1.1
|
|
Foreign currency exchange rate changes
|
|
|
(3.6)
|
|
|
1.7
|
|
|
-
|
|
|
-
|
|
Settlements
|
|
|
-
|
|
|
(62.6)
|
|
|
(2.2)
|
|
|
-
|
|
Benefits paid
|
|
|
(41.5)
|
|
|
(40.7)
|
|
|
(3.3)
|
|
|
(3.7)
|
|
Fair value of plan assets at December 31,
|
|
|
568.1
|
|
|
548.0
|
|
|
21.6
|
|
|
21.4
|
|
Funded status of plan
|
|
$
|
(68.7)
|
|
$
|
(168.8)
|
|
$
|
2.0
|
|
$
|
(5.9)
|
|
88 | ||
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||
(In millions)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Amounts recognized in the statements of financial position consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncurrent assets
|
|
$
|
-
|
|
$
|
-
|
|
$
|
5.1
|
|
$
|
-
|
Current liabilities
|
|
|
(3.9)
|
|
|
(3.7)
|
|
|
(0.2)
|
|
|
-
|
Long-term liabilities
|
|
|
(64.8)
|
|
|
(165.1)
|
|
|
(2.9)
|
|
|
(5.9)
|
Net amount recognized
|
|
$
|
(68.7)
|
|
$
|
(168.8)
|
|
$
|
2.0
|
|
$
|
(5.9)
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||
(In millions)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Prior service cost, net of accumulated taxes of $3.1
and $3.5 in 2013 and 2012, respectively, for pension benefits and $(2.6) and $(0.3) in 2013 and 2012, respectively, for other benefits |
|
$
|
5.1
|
|
$
|
6.0
|
|
$
|
(4.3)
|
|
$
|
(0.4)
|
Net actuarial loss, net of accumulated taxes of $112.0
and $151.5 in 2013 and 2012, respectively, for pension benefits and $2.8 and $4.6 in 2013 and 2012, respectively, for other benefits |
|
|
196.7
|
|
|
262.9
|
|
|
4.7
|
|
|
7.9
|
Accumulated other comprehensive loss
|
|
$
|
201.8
|
|
$
|
268.9
|
|
$
|
0.4
|
|
$
|
7.5
|
89 | ||
|
|
|
Pension Benefits
|
|
Other Benefits
|
|
||||||||
(In millions)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
||||
Amounts arising during the period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net actuarial loss (gain), net of taxes of $(32.6) and
$21.8 in 2013 and 2012, respectively, for pension benefits and $0.1 and $(0.8) in 2013 and 2012, respectively, for other benefits |
|
$
|
(54.9)
|
|
$
|
36.2
|
|
$
|
0.1
|
|
$
|
(1.8)
|
|
Foreign currency exchange rate (gain) loss, net of
taxes of $(0.2) and $0.0 in 2013 and 2012, respectively, for pension benefits |
|
|
(0.3)
|
|
|
0.1
|
|
|
-
|
|
|
-
|
|
Prior service (credit) cost, net of taxes of $(0.3) and
$2.8 in 2013 and 2012, respectively, for pension benefits and $(3.1) in 2013 for other benefits |
|
|
(0.6)
|
|
|
4.7
|
|
|
(5.4)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts recognized in net periodic benefit cost during the period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recognized actuarial loss, net of taxes of $(6.4) and
$(5.9) in 2013 and 2012, respectively, for pension benefits and $(1.2) and $(0.4) in 2013 and 2012, respectively, for other benefits |
|
|
(10.6)
|
|
|
(10.1)
|
|
|
(2.0)
|
|
|
(0.7)
|
|
Amortization of prior service cost, net of taxes of
$(0.5) and $(0.3) in 2013 and 2012, respectively, for pension benefits and $0.2 and $0.1 in 2013 and 2012, respectively, for other benefits |
|
|
(0.8)
|
|
|
(0.5)
|
|
|
0.3
|
|
|
0.1
|
|
Curtailments, net of taxes of $(10.6) in 2012 for
pension benefits |
|
|
-
|
|
|
(18.4)
|
|
|
-
|
|
|
-
|
|
Settlements, net of taxes of $(19.5) in 2012
|
|
|
-
|
|
|
(33.5)
|
|
|
-
|
|
|
-
|
|
Total recognized in other comprehensive income
|
|
$
|
(67.2)
|
|
$
|
(21.5)
|
|
$
|
(7.0)
|
|
$
|
(2.4)
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
|
||||||||||||||
Service cost
|
|
$
|
5.4
|
|
$
|
6.5
|
|
$
|
6.4
|
|
$
|
0.5
|
|
$
|
0.5
|
|
$
|
0.6
|
Interest cost
|
|
|
28.9
|
|
|
33.4
|
|
|
34.5
|
|
|
1.1
|
|
|
1.2
|
|
|
1.6
|
Expected return on plan assets
|
|
|
(39.0)
|
|
|
(46.6)
|
|
|
(46.6)
|
|
|
(1.6)
|
|
|
(1.6)
|
|
|
(1.7)
|
Amortization of prior service cost
|
|
|
1.3
|
|
|
0.8
|
|
|
0.8
|
|
|
(0.5)
|
|
|
(0.2)
|
|
|
(0.2)
|
Recognized actuarial loss
|
|
|
17.0
|
|
|
16.0
|
|
|
12.0
|
|
|
3.2
|
|
|
1.1
|
|
|
1.3
|
Net periodic benefit cost
|
|
|
13.6
|
|
|
10.1
|
|
|
7.1
|
|
|
2.7
|
|
|
1.0
|
|
|
1.6
|
Curtailments
|
|
|
-
|
|
|
(0.2)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
Settlements
|
|
|
-
|
|
|
38.9
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
Total net periodic benefit cost
|
|
$
|
13.6
|
|
$
|
48.8
|
|
$
|
7.1
|
|
$
|
2.7
|
|
$
|
1.0
|
|
$
|
1.6
|
|
|
Pension
|
|
Other
|
|
||
(In millions)
|
|
Benefits
|
|
Benefits
|
|
||
Actuarial loss, net of taxes of $(4.8) for pension
benefits and $(0.2) for other benefits |
|
$
|
8.2
|
|
$
|
0.4
|
|
Prior service cost, net of taxes of $(0.3)
for pension benefits and $0.4 for other benefits |
|
$
|
0.5
|
|
$
|
(0.8)
|
|
Weighted-average assumptions used to determine
|
|
Pension Benefits
|
|
|
Other Benefits
|
|
|
||||||
benefit obligations at December 31,
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
|
Discount rate
|
|
5.07
|
%
|
|
4.17
|
%
|
|
4.49
|
%
|
|
4.03
|
%
|
|
Rate of compensation increase
|
|
3.26
|
%
|
|
3.56
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Weighted-average assumptions used to determine
|
|
Pension Benefits
|
|
|
Other Benefits
|
|
|
||||||||||||
net periodic benefit cost at December 31,
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
Discount rate
|
|
4.17
|
%
|
|
4.60
|
%
|
|
5.24
|
%
|
|
4.03
|
%
|
|
4.29
|
%
|
|
4.90
|
%
|
|
Expected return on plan assets
|
|
7.43
|
%
|
|
7.67
|
%
|
|
7.73
|
%
|
|
7.50
|
%
|
|
7.75
|
%
|
|
7.75
|
%
|
|
Rate of compensation increase
|
|
3.26
|
%
|
|
4.41
|
%
|
|
4.37
|
%
|
|
4.23
|
%
|
|
N/A
|
|
|
N/A
|
|
|
90 | ||
|
|
|
1-Percentage
|
|
1-Percentage
|
|
||
(In millions)
|
|
Point Increase
|
|
Point Decrease
|
|
||
Effect on total service and interest cost components
|
|
$
|
0.2
|
|
$
|
(0.2)
|
|
Effect on accumulated postretirement benefit obligation
|
|
$
|
1.4
|
|
$
|
(1.2)
|
|
|
|
U.S. Defined
|
|
Non-U.S. Defined
|
|
Other
|
|
|||
Years ending December 31,
|
|
Benefit Plans
|
|
Benefit Plans
|
|
Benefit Plans
|
|
|||
|
|
(In millions)
|
|
|||||||
2014
|
|
$
|
40.4
|
|
$
|
2.4
|
|
$
|
1.8
|
|
2015
|
|
$
|
40.9
|
|
$
|
2.4
|
|
$
|
1.8
|
|
2016
|
|
$
|
41.1
|
|
$
|
2.4
|
|
$
|
1.7
|
|
2017
|
|
$
|
40.8
|
|
$
|
2.5
|
|
$
|
1.7
|
|
2018
|
|
$
|
40.6
|
|
$
|
2.6
|
|
$
|
1.6
|
|
Next five fiscal years to December 31, 2023
|
|
$
|
201.4
|
|
$
|
13.9
|
|
$
|
7.4
|
|
91 | ||
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using:
|
|
|||||||
Description
|
|
|
Fair Value at
December 31, 2013 |
|
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)
|
|
$
|
121.1
|
|
$
|
121.1
|
|
$
|
-
|
|
$
|
-
|
|
Small and Mid-Cap Equity
|
(1)
|
|
|
28.4
|
|
|
28.4
|
|
|
-
|
|
|
-
|
|
International Equity
|
(1) (2)
|
|
|
108.5
|
|
|
46.7
|
|
|
61.8
|
|
|
-
|
|
Fixed Income
|
(1) (2)
|
|
|
151.1
|
|
|
11.4
|
|
|
139.7
|
|
|
-
|
|
Private Equity
|
(3)
|
|
|
38.7
|
|
|
-
|
|
|
-
|
|
|
38.7
|
|
Hedge Funds
|
(4)
|
|
|
82.9
|
|
|
-
|
|
|
-
|
|
|
82.9
|
|
Real Assets
|
(1) (5)
|
|
|
31.8
|
|
|
19.6
|
|
|
-
|
|
|
12.2
|
|
Cash
|
(1)
|
|
|
5.6
|
|
|
5.6
|
|
|
-
|
|
|
-
|
|
Total
|
|
|
$
|
568.1
|
|
$
|
232.8
|
|
$
|
201.5
|
|
$
|
133.8
|
|
(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, 2013, we had $
31.9
million of remaining commitments related to these private equity investments.
|
(4)
|
Fair value is reported by the fund manager based on observable market prices for actively traded assets within the funds, as well as financial models, comparable financial transactions or other factors relevant to the specific asset for assets with no observable market. These investments are redeemable quarterly with a range of
30
90
days notice.
|
(5)
|
For the portion of this asset class categorized as Level 3, fair value is reported by the fund manager based on a combination of the following valuation approaches: current replacement cost less deterioration and obsolescence, a discounted cash flow model of income streams, and comparable market sales. As of December 31, 2013, we had $
7.4
million of remaining commitments related to the real asset investments.
|
|
|
Private Equity
|
|
Hedge Funds
|
|
Real Assets
|
|
|||
|
|
(In millions)
|
|
|||||||
Balance at December 31, 2012
|
|
$
|
36.0
|
|
$
|
89.1
|
|
$
|
11.1
|
|
Return on plan assets:
|
|
|
|
|
|
|
|
|
|
|
Unrealized
|
|
|
-
|
|
|
8.2
|
|
|
-
|
|
Realized
|
|
|
2.1
|
|
|
2.6
|
|
|
1.2
|
|
Purchases
|
|
|
7.1
|
|
|
-
|
|
|
0.4
|
|
Sales
|
|
|
(6.5)
|
|
|
(17.0)
|
|
|
(0.5)
|
|
Balance at December 31, 2013
|
|
$
|
38.7
|
|
$
|
82.9
|
|
$
|
12.2
|
|
92 | ||
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using:
|
|
|||||||
Description
|
|
Fair Value at
December 31, 2013 |
|
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)
|
|
|
$
|
5.1
|
|
$
|
5.1
|
|
$
|
-
|
|
$
|
-
|
|
Small and Mid-Cap Equity
|
(1)
|
|
|
|
1.2
|
|
|
1.2
|
|
|
-
|
|
|
-
|
|
International Equity
|
(1)
|
(2)
|
|
|
3.5
|
|
|
2.0
|
|
|
1.5
|
|
|
-
|
|
Fixed Income
|
(1)
|
(2)
|
|
|
5.2
|
|
|
0.5
|
|
|
4.7
|
|
|
-
|
|
Private Equity
|
(3)
|
|
|
|
1.6
|
|
|
-
|
|
|
-
|
|
|
1.6
|
|
Hedge Funds
|
(4)
|
|
|
|
3.5
|
|
|
-
|
|
|
-
|
|
|
3.5
|
|
Real Assets
|
(1)
|
(5)
|
|
|
1.3
|
|
|
0.8
|
|
|
-
|
|
|
0.5
|
|
Cash
|
(1)
|
|
|
|
0.2
|
|
|
0.2
|
|
|
-
|
|
|
-
|
|
Total
|
|
|
|
$
|
21.6
|
|
$
|
9.8
|
|
$
|
6.2
|
|
$
|
5.6
|
|
|
(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)
|
For the portion of this asset class categorized as Level 3, fair value is reported by the fund manager based on a combination of the following valuation approaches: current replacement cost less deterioration and obsolescence, a discounted cash flow model of income streams and comparable market sales.
|
93 | ||
|
|
|
|
|
|
Actual
|
||||
USRIP
|
|
Range
|
|
|
2013
|
|
2012
|
||
Large-Cap Equity
|
|
10%-35%
|
|
|
23.7
|
%
|
|
19.1
|
%
|
Small- and Mid-Cap Equity
|
|
0%-15%
|
|
|
5.5
|
%
|
|
4.0
|
%
|
International Equity
|
|
10%-30%
|
|
|
15.7
|
%
|
|
16.7
|
%
|
Private Equity
|
|
2%-10%
|
|
|
7.6
|
%
|
|
7.3
|
%
|
Hedge Funds
|
|
10%-30%
|
|
|
16.2
|
%
|
|
18.0
|
%
|
Real Assets
|
|
2%-10%
|
|
|
6.2
|
%
|
|
5.9
|
%
|
Fixed Income
|
|
15%-40%
|
|
|
24.1
|
%
|
|
27.5
|
%
|
Cash
|
|
0%-15%
|
|
|
1.0
|
%
|
|
1.5
|
%
|
94 | ||
|
|
|
|
|
|
Actual
|
||||
CRIP
|
|
Range
|
|
|
2013
|
|
2012
|
||
Canadian Equities
|
|
25%-50%
|
|
|
35.0
|
%
|
|
35.6
|
%
|
U.S. Equities
|
|
0%-19%
|
|
|
0.0
|
%
|
|
0.0
|
%
|
International Equities
|
|
0%-19%
|
|
|
15.0
|
%
|
|
14.1
|
%
|
Fixed Income
|
|
30%-70%
|
|
|
49.0
|
%
|
|
49.9
|
%
|
Money Market
|
|
0%-10%
|
|
|
1.0
|
%
|
|
0.4
|
%
|
95 | ||
|
|
•
|
The Executive Life and Supplemental Retirement Benefit Plan Grantor Trust is used to ensure that the insurance premiums due under the Executive Life and Supplemental Retirement Benefit Plan are paid in case we fail to make scheduled payments following a change in control, as defined in this trust agreement.
|
|
•
|
The Supplemental Retirement Plan Grantor Trust’s assets are dedicated to ensure the payment of benefits accrued under our Supplemental Retirement Plan in case of a change in control, as defined in this trust agreement.
|
96 | ||
|
|
|
|
|
|
Pension and other
|
|
Cash flow
|
|
|
|
|
||
|
|
Foreign
|
|
postretirement
|
|
hedging
|
|
|
|
|
|||
|
|
currency
|
|
benefit plans
|
|
transactions
|
|
Total
|
|
||||
|
|
(In millions)
|
|
||||||||||
Balance, December 31, 2012
|
|
$
|
(83.6)
|
|
$
|
(276.4)
|
|
$
|
(2.0)
|
|
$
|
(362.0)
|
|
Other comprehensive income before reclassifications
|
|
|
(24.9)
|
|
|
61.1
|
|
|
0.1
|
|
|
36.3
|
|
Amounts reclassified from accumulated other comprehensive income
|
|
|
-
|
|
|
13.1
|
|
|
-
|
|
|
13.1
|
|
Net current-period other comprehensive income
|
|
|
(24.9)
|
|
|
74.2
|
|
|
0.1
|
|
|
49.4
|
|
Balance, December 31, 2013
|
|
$
|
(108.5)
|
|
$
|
(202.2)
|
|
$
|
(1.9)
|
|
$
|
(312.6)
|
|
|
|
Amount reclassified
|
|
Affected line item in
|
|
|
Details about accumulated other
|
|
from accumulated other
|
|
the statement where
|
|
|
comprehensive income components
|
|
comprehensive income
(1)
|
|
net income is presented
|
|
|
|
|
(in millions)
|
|
|
|
|
Amortization of pension and other postretirement plan items:
|
|
|
|
|
|
|
Prior service cost
|
|
$
|
(0.8)
|
|
(2)
|
|
Recognized actuarial loss
|
|
|
(20.2)
|
|
(2)
|
|
|
|
|
(21.0)
|
|
Total before tax
|
|
|
|
|
7.9
|
|
Tax benefit
|
|
|
|
$
|
(13.1)
|
|
Net of tax
|
|
97 | ||
|
|
•
|
U.S. Consumer Information Solutions
|
|
•
|
International
|
|
•
|
Workforce Solutions
|
|
•
|
North America Personal Solutions
|
|
•
|
North America Commercial Solutions
|
98 | ||
|
|
|
Twelve Months Ended
|
|
|||||||
(in millions)
|
|
December 31,
|
|
|||||||
Operating revenue:
|
|
2013
|
|
2012
|
|
2011
|
|
|||
U.S. Consumer Information Solutions
|
|
$
|
1,013.4
|
|
$
|
869.3
|
|
$
|
765.0
|
|
International
|
|
|
513.5
|
|
|
486.2
|
|
|
492.9
|
|
Workforce Solutions
|
|
|
474.1
|
|
|
442.1
|
|
|
382.1
|
|
North America Personal Solutions
|
|
|
207.4
|
|
|
185.5
|
|
|
163.9
|
|
North America Commercial Solutions
|
|
|
95.5
|
|
|
89.9
|
|
|
89.3
|
|
Total operating revenue
|
|
$
|
2,303.9
|
|
$
|
2,073.0
|
|
$
|
1,893.2
|
|
|
|
Twelve Months Ended
|
|
|||||||
(in millions)
|
|
December 31,
|
|
|||||||
Operating income:
|
|
2013
|
|
2012
|
|
2011
|
|
|||
U.S. Consumer Information Solutions
|
|
$
|
397.8
|
|
$
|
345.2
|
|
$
|
298.9
|
|
International
|
|
|
148.1
|
|
|
143.8
|
|
|
132.2
|
|
Workforce Solutions
|
|
|
142.6
|
|
|
106.6
|
|
|
89.5
|
|
North America Personal Solutions
|
|
|
58.6
|
|
|
50.4
|
|
|
41.3
|
|
North America Commercial Solutions
|
|
|
21.4
|
|
|
19.8
|
|
|
23.6
|
|
General Corporate Expense
|
|
|
(157.3)
|
|
|
(185.8)
|
|
|
(116.9)
|
|
Total operating income
|
|
$
|
611.2
|
|
$
|
480.0
|
|
$
|
468.6
|
|
|
|
December 31,
|
|
||||
(in millions)
|
|
2013
|
|
2012
|
|
||
Total assets:
|
|
|
|
|
|
|
|
U.S. Consumer Information Solutions
|
|
$
|
1,926.4
|
|
$
|
2,010.5
|
|
International
|
|
|
728.1
|
|
|
701.7
|
|
Workforce Solutions
|
|
|
1,295.5
|
|
|
1,371.9
|
|
North America Personal Solutions
|
|
|
42.9
|
|
|
23.7
|
|
North America Commercial Solutions
|
|
|
62.9
|
|
|
64.2
|
|
General Corporate
|
|
|
484.1
|
|
|
348.1
|
|
Total assets
|
|
$
|
4,539.9
|
|
$
|
4,520.1
|
|
99 | ||
|
|
|
Twelve Months Ended
|
|
|||||||
(in millions)
|
|
December 31,
|
|
|||||||
Depreciation and amortization expense:
|
|
2013
|
|
2012
|
|
2011
|
|
|||
U.S. Consumer Information Solutions
|
|
$
|
86.0
|
|
$
|
40.6
|
|
$
|
42.1
|
|
International
|
|
|
23.4
|
|
|
24.8
|
|
|
26.9
|
|
Workforce Solutions
|
|
|
51.7
|
|
|
66.2
|
|
|
63.7
|
|
North America Personal Solutions
|
|
|
7.5
|
|
|
7.0
|
|
|
6.0
|
|
North America Commercial Solutions
|
|
|
3.5
|
|
|
4.7
|
|
|
5.1
|
|
General Corporate
|
|
|
17.5
|
|
|
16.7
|
|
|
16.8
|
|
Total depreciation and amortization expense
|
|
$
|
189.6
|
|
$
|
160.0
|
|
$
|
160.6
|
|
|
|
Twelve Months Ended
|
|
|||||||
(in millions)
|
|
December 31,
|
|
|||||||
Capital expenditures:
|
|
2013
|
|
2012
|
|
2011
|
|
|||
U.S. Consumer Information Solutions
|
|
$
|
14.6
|
|
$
|
16.1
|
|
$
|
13.5
|
|
International
|
|
|
19.2
|
|
|
10.7
|
|
|
15.8
|
|
Workforce Solutions
|
|
|
14.6
|
|
|
12.8
|
|
|
23.4
|
|
North America Personal Solutions
|
|
|
6.9
|
|
|
6.1
|
|
|
5.4
|
|
North America Commercial Solutions
|
|
|
2.6
|
|
|
2.2
|
|
|
2.2
|
|
General Corporate
|
|
|
25.4
|
|
|
18.1
|
|
|
14.7
|
|
Total capital expenditures
|
|
$
|
83.3
|
|
$
|
66.0
|
|
$
|
75.0
|
|
|
|
Twelve Months Ended
|
||||||||||||||||
(in millions)
|
|
December 31,
|
||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Operating revenue (based on location of customer):
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
U.S.
|
|
$
|
1,766.0
|
|
77
|
%
|
|
$
|
1,561.9
|
|
76
|
%
|
|
$
|
1,374.3
|
|
72
|
%
|
Canada
|
|
|
155.6
|
|
7
|
%
|
|
|
153.9
|
|
7
|
%
|
|
|
151.3
|
|
8
|
%
|
U.K.
|
|
|
144.7
|
|
6
|
%
|
|
|
133.5
|
|
6
|
%
|
|
|
124.1
|
|
7
|
%
|
Other
|
|
|
237.6
|
|
10
|
%
|
|
|
223.7
|
|
11
|
%
|
|
|
243.5
|
|
13
|
%
|
Total operating revenue
|
|
$
|
2,303.9
|
|
100
|
%
|
|
$
|
2,073.0
|
|
100
|
%
|
|
$
|
1,893.2
|
|
100
|
%
|
(in millions)
|
|
December 31,
|
||||||||||
|
|
2013
|
|
2012
|
||||||||
Long-lived assets:
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||
U.S.
|
|
$
|
3,332.8
|
|
86
|
%
|
|
$
|
3,453.6
|
|
87
|
%
|
U.K.
|
|
|
122.3
|
|
3
|
%
|
|
|
122.3
|
|
3
|
%
|
Canada
|
|
|
54.7
|
|
1
|
%
|
|
|
63.9
|
|
1
|
%
|
Other
|
|
|
381.7
|
|
10
|
%
|
|
|
341.6
|
|
9
|
%
|
Total long-lived assets
|
|
$
|
3,891.5
|
|
100
|
%
|
|
$
|
3,981.4
|
|
100
|
%
|
100 | ||
|
|
|
Three Months Ended
|
|
||||||||||
2013
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
|
||||
|
|
(In millions, except per share data)
|
|
||||||||||
Operating revenue
|
|
$
|
566.5
|
|
$
|
586.9
|
|
$
|
572.0
|
|
$
|
578.5
|
|
Operating income
|
|
$
|
149.0
|
|
$
|
158.1
|
|
$
|
150.0
|
|
$
|
154.1
|
|
Consolidated income from continuing operations
|
|
$
|
84.2
|
|
$
|
92.3
|
|
$
|
86.1
|
|
$
|
78.9
|
|
Discontinued operations, net of tax
|
|
$
|
19.0
|
|
$
|
-
|
|
$
|
(0.6)
|
|
$
|
-
|
|
Consolidated net income
|
|
$
|
103.2
|
|
$
|
92.3
|
|
$
|
85.5
|
|
$
|
78.9
|
|
Net income attributable to Equifax
|
|
$
|
101.1
|
|
$
|
90.5
|
|
$
|
83.5
|
|
$
|
76.7
|
|
Basic earnings per common share*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income from continuing operations attributable to Equifax
|
|
$
|
0.68
|
|
$
|
0.75
|
|
$
|
0.69
|
|
$
|
0.63
|
|
Discontinued operations attributable to Equifax
|
|
$
|
0.16
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Net income attributable to Equifax
|
|
$
|
0.84
|
|
$
|
0.75
|
|
$
|
0.69
|
|
$
|
0.63
|
|
Diluted earnings per common share*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income from continuing operations attributable to Equifax
|
|
$
|
0.67
|
|
$
|
0.73
|
|
$
|
0.67
|
|
$
|
0.62
|
|
Discontinued operations attributable to Equifax
|
|
$
|
0.15
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Net income attributable to Equifax
|
|
$
|
0.82
|
|
$
|
0.73
|
|
$
|
0.67
|
|
$
|
0.62
|
|
|
|
Three Months Ended
|
|
||||||||||
2012
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
|
||||
|
|
(In millions, except per share data)
|
|
||||||||||
Operating revenue
|
|
$
|
505.9
|
|
$
|
513.3
|
|
$
|
520.0
|
|
$
|
533.8
|
|
Operating income
|
|
$
|
128.3
|
|
$
|
129.0
|
|
$
|
130.5
|
|
$
|
92.2
|
|
Consolidated income from continuing operations
|
|
$
|
73.3
|
|
$
|
76.5
|
|
$
|
79.1
|
|
$
|
46.4
|
|
Discontinued operations, net of tax
|
|
$
|
0.4
|
|
$
|
2.3
|
|
$
|
1.0
|
|
$
|
1.8
|
|
Consolidated net income
|
|
$
|
73.7
|
|
$
|
78.8
|
|
$
|
80.1
|
|
$
|
48.2
|
|
Net income attributable to Equifax
|
|
$
|
71.5
|
|
$
|
76.4
|
|
$
|
77.9
|
|
$
|
46.3
|
|
Basic earnings per common share*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income from continuing operations attributable to Equifax
|
|
$
|
0.59
|
|
$
|
0.61
|
|
$
|
0.64
|
|
$
|
0.37
|
|
Discontinued operations attributable to Equifax
|
|
$
|
0.01
|
|
$
|
0.02
|
|
$
|
0.01
|
|
$
|
0.02
|
|
Net income attributable to Equifax
|
|
$
|
0.60
|
|
$
|
0.63
|
|
$
|
0.65
|
|
$
|
0.39
|
|
Diluted earnings per common share*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income from continuing operations attributable to Equifax
|
|
$
|
0.58
|
|
$
|
0.60
|
|
$
|
0.63
|
|
$
|
0.36
|
|
Discontinued operations attributable to Equifax
|
|
$
|
-
|
|
$
|
0.02
|
|
$
|
0.01
|
|
$
|
0.02
|
|
Net income attributable to Equifax
|
|
$
|
0.58
|
|
$
|
0.62
|
|
$
|
0.64
|
|
$
|
0.38
|
|
|
*
|
The sum of the quarterly EPS does not equal the annual EPS due to changes in the weighted-average shares between periods.
|
|
•
|
During Q1 2013, we divested of two non-strategic business lines, Equifax Settlement Services and Talent Management Services for a total of $
47.5
million.
For additional information, see Note 3 of the Notes to Consolidated Financial Statements.
|
|
•
|
During 2013 and 2012, we made several acquisitions, including the CSC Credit Services Acquisitions on December 28, 2012 which did not have a material impact on the results of the fourth quarter of 2012. For additional information about our acquisitions, see Note 4 of the Notes to Consolidated Financial Statements.
|
|
•
|
During the fourth quarter of 2012, we offered certain former U.S. employees a voluntary lump sum payment option of their pension benefits or a reduced monthly annuity. Approximately
64
% of the vested terminated participants elected to receive the lump sum payment which resulted in a payment of $
62.6
million. An amendment to the USRIP was also approved which froze future salary increases for non-grandfathered participants and offered a one-time
9
% increase to the service benefit. The settlement and amendment resulted in a $
38.7
million pension charge. For additional information, see Note 11 of the Notes to Consolidated Financial Statements.
|
101 | ||
|
102 | ||
|
• | 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. |
103 | ||
|
· | Added an internal control over the accounting for business combinations to require as part of the accounting for any business combination that a review of accounting standards issued since the previous business combination be conducted. |
· | Added an internal control over the accounting for business combinations to require that when an intangible asset has been identified for potential valuation which is not an asset we have routinely recorded in connection with business combinations, a review of all accounting standards for business combinations will be conducted. |
104 | ||
|
105 | ||
|
(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, 2013 and 2012; |
• | Consolidated Statements of Income for the Years Ended December 31, 2013, 2012 and 2011; |
• | Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012 and 2011; |
• | Consolidated Statements of Shareholders’ Equity and Comprehensive Income for the Years Ended December 31, 2013, 2012 and 2011; and |
• | Notes to Consolidated Financial Statements. |
(2) | Financial Statement Schedules. |
• | Schedule II Valuation and Qualifying Accounts |
(3) | Exhibits. A list of the exhibits required to be filed as part of this Report by Item 601 of Regulation S-K is set forth in the Exhibit Index on page 109 of this report, which immediately precedes such exhibits, and is incorporated herein by reference. |
(b) | Exhibits. See Item 15(a)(3). |
(c) | Financial Statement Schedules. See Item 15(a)(2). |
106 | ||
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EQUIFAX INC.
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(Registrant)
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By:
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/s/ RICHARD F. SMITH
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Richard F. Smith
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Chairman and Chief Executive Officer
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/s/ RICHARD F. SMITH
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Richard F. Smith
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Director, Chairman and Chief Executive Officer
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(Principal Executive Officer)
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/s/ LEE ADREAN
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Lee Adrean
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Corporate Vice President and Chief Financial Officer
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(Principal Financial Officer)
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/s/ NUALA M. KING
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Nuala M. King
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Senior Vice President and Corporate Controller
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(Principal Accounting Officer)
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/s/ JAMES E. COPELAND, JR.
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James E. Copeland, Jr.
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Director
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107 | ||
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/s/ ROBERT D. DALEO
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Robert D. Daleo
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Director
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/s/ WALTER W. DRIVER, JR.
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Walter W. Driver, Jr.
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Director
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/s/ MARK L. FEIDLER
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Mark L. Feidler
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Director
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/s/ L. PHILLIP HUMANN
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L. Phillip Humann
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Director
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/s/ ROBERT D. MARCUS
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Robert D. Marcus
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Director
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/s/ SIRI S. MARSHALL
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Siri S. Marshall
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Director
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/s/ JOHN A. MCKINLEY
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John A. McKinley
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Director
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/s/ MARK B. TEMPLETON
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Mark B. Templeton
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Director
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108 | ||
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Exhibit
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Number
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Description
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Articles of Incorporation and Bylaws
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3.1
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Amended and Restated Articles of Incorporation of Equifax Inc. (incorporated by reference to Exhibit 3.1 to Equifax's Form 8-K filed May 14, 2009).
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3.2
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Amended and Restated Bylaws of Equifax Inc. (incorporated by reference to Exhibit 3.2 to Equifax's Form 8-K filed November 13, 2012).
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Instruments Defining the Rights of Security Holders, Including Indentures
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4.1
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Amended and Restated Rights Agreement dated as of October 14, 2005, between Equifax Inc. and SunTrust Bank, as Rights Agent, which includes as Exhibit A the form of Rights Certificate and as Exhibit B the Summary of Rights (incorporated by reference to Exhibit 4.1 to Equifax's Form 8-K filed October 18, 2005).
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4.2
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Indenture dated as of June 29, 1998, between Equifax Inc. and The First National Bank of Chicago, Trustee (the “1998 Indenture”)(under which Equifax's 6.9% Debentures due 2028 were issued) (incorporated by reference to Exhibit 4.4 to Equifax's Form 10-K filed March 31, 1999).
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4.3
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First Supplemental Indenture dated as of June 28, 2007, between Equifax Inc. and The Bank of New York Trust Company, N.A. (under which Equifax's 6.30% Senior Notes due 2017 were issued), to the 1998 Indenture (incorporated by reference to Exhibit 4.1 to Equifax's Form 8-K filed June 29, 2007).
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4.4
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Second Supplemental Indenture dated as of June 28, 2007, between Equifax Inc. and The Bank of New York Trust Company, N.A. (under which Equifax's 7.00% Senior Notes due 2037 were issued), to the 1998 Indenture (incorporated by reference to Exhibit 4.1 to Equifax's Form 8-K filed June 29, 2007).
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4.5
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Third Supplemental Indenture dated as of November 9, 2009, between Equifax Inc. and The Bank of New York Mellon Trust Company, N.A. (under which Equifax’s 4.450% Senior Notes due 2014 were issued), to the 1998 Indenture (incorporated by reference to Exhibit 4.2 to Equifax's Form 8-K filed November 5, 2009).
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4.6
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Fourth Supplemental Indenture dated as of December 17, 2012, between Equifax Inc. and The Bank of New York Mellon Trust Company, N.A. (under which Equifax's 3.30% Senior Notes due 2022 were issued), to the 1998 Indenture (incorporated by reference to Exhibit 4.2 to Equifax's Form 8-K filed December 11, 2012).
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4.7
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Third Amended and Restated Credit Agreement dated as of December 19, 2012, among Equifax Inc., Equifax Limited, Equifax Canada Co. (formerly known as Equifax Canada, Inc.), Equifax Luxembourg S.A.R.L., the lenders named therein and Bank of America, N.A. as Administrative Agent (incorporated by reference to Exhibit 4.2 to Equifax's Form 8-K filed December 20, 2012).
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109 | ||
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4.8
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Note Purchase Agreement dated as of May 25, 2006, among TALX Corporation and the Purchasers named therein (the “TALX Note Purchase Agreement”)(TALX Corporation Senior Guaranteed Notes due 2014) (including as Exhibit 1 the form of Senior Guaranteed Note due 2014) (incorporated by reference to Exhibit 4.1 to Equifax's Form 10-Q filed August 1, 2007).
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4.9
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Amendment Agreement dated as of May 15, 2007, among Equifax Inc., TALX Corporation and the Purchasers named therein (including form of Equifax Inc. parent guaranty), to the TALX Note Purchase Agreement (TALX Corporation Senior Guaranteed Notes due 2014) (incorporated by reference to Exhibit 4.2 to Equifax's Form 10-Q filed August 1, 2007).
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Except as set forth in the preceding Exhibits 4.1 through 4.9, instruments defining the rights of holders of long-term debt securities of Equifax have been omitted where the total amount of securities authorized does not exceed 10% of the total assets of Equifax and its subsidiaries on a consolidated basis. Equifax agrees to furnish to the SEC, upon request, a copy of such instruments with respect to issuances of long-term debt of Equifax and its subsidiaries.
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Management Contracts and Compensatory Plans or Arrangements
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10.1
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Form of Director/Executive Officer Indemnification Agreement (incorporated by reference to Exhibit 10.1 to Equifax’s Form 8-K filed May 14, 2009).
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10.2
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Form of New Change in Control Agreement (Tier I or Tier II) (incorporated by reference to Exhibit 10.2 to Equifax’s Form 10-K filed February 22, 2013).
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10.3
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Equifax Inc. Amended and Restated 2008 Omnibus Incentive Plan (incorporated by reference to Appendix C to Equifax’s definitive proxy statement on Schedule 14A filed March 20, 2013).
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10.4
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Equifax Inc. Non-Employee Director Stock Option Plan and Form of Non-Employee Director Stock Option Agreement (incorporated by reference to Exhibit 10.16 to Equifax’s Form 10-K filed March 31, 1999).
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10.5
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Equifax Inc. Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.7 to Equifax’s Form 10-K filed March 29, 2001).
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10.6(a)
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Supplemental Retirement Plan for Executives of Equifax Inc. (incorporated by reference to Exhibit 10.1 to Equifax’s Form 8-K filed November 15, 2004).
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10.6(b)
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Trust Agreement for Supplemental Retirement Plan for Executives of Equifax Inc. dated as of September 16, 2011, between Equifax Inc. and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.6(b) to Equifax’s Form 10-K filed February 23, 2012).
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10.7
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Equifax Inc. Executive Life and Supplemental Retirement Benefit Plan (incorporated by reference to Exhibit 10.8 to Equifax’s Form 10-K filed March 29, 2001).
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10.8
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Equifax Inc. Key Management Long-Term Incentive Plan, as amended and restated effective as of May 2, 2013 (incorporated by reference to Appendix C to Equifax’s definitive proxy statement on Schedule 14A filed March 20, 2013).
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10.9
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Form of Non-Qualified Stock Option Agreement under the Equifax Inc. 2008 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.9 to Equifax’s Form 10-K filed February 22, 2013).
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10.10
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Form of Deferred Share Award Agreement (restricted stock units) under the Equifax Inc. 2008 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.9 to Equifax’s Form 10-K filed February 26, 2009).
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10.11
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Equifax Inc. 2008 Omnibus Incentive Plan (U.K. Sub-Plan for U.K. Participants) (incorporated by reference to Exhibit 10.10 to Equifax’s Form 10-K filed February 26, 2009).
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10.12
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Form of Non-Qualified Stock Option Agreement under the Equifax Inc. 2008 Omnibus Incentive Plan (U.K. approved option version) (incorporated by reference to Exhibit 10.11 to Equifax’s Form 10-K filed February 26, 2009).
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10.13
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Form of Non-Qualified Stock Option Agreement under the Equifax Inc. 2008 Omnibus Incentive Plan (U.K. unapproved option version) (incorporated by reference to Exhibit 10.12 to Equifax’s Form 10-K filed February 26, 2009).
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10.14
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Equifax Inc. Executive Deferred Compensation Plan, as amended through December 31, 2008 (incorporated by reference to Exhibit 10.13 to Equifax’s Form 10-K filed February 26, 2009).
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10.15
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Equifax Inc. Director Deferred Compensation Plan, as amended through December 31, 2008 (incorporated by reference to Exhibit 10.14 to Equifax’s Form 10-K filed February 26, 2009).
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10.16
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Equifax Grantor Trust dated as of January 1, 2003, between Equifax Inc. and Wachovia Bank, N.A., Trustee, relating to supplemental deferred compensation and phantom stock benefits (incorporated by reference to Exhibit 10.30 to Equifax’s Form 10-K filed March 28, 2003).
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10.17
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Equifax Inc. Director and Executive Stock Deferral Plan, as amended through December 31, 2008 (incorporated by reference to Exhibit 10.16 to Equifax’s Form 10-K filed February 26, 2009).
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10.18
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Form of Director Deferred Share Award Agreement, as amended through December 31, 2008 (incorporated by reference to Exhibit 10.17 to Equifax’s Form 10-K filed February 26, 2009).
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110 | ||
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10.19
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Summary of Annual Incentive Plan (incorporated by reference to Exhibit 10.32 to Equifax’s Form 10-K filed March 16, 2005).
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10.20
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Summary of Non-Employee Director Compensation (incorporated by reference to Exhibit 10.20 to Equifax’s Form 10-K filed February 22, 2013).
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10.21
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Amended and Restated Employment Agreement dated as of September 23, 2008, between Equifax Inc. and Richard F. Smith (incorporated by reference to Exhibit 10.1 to Equifax’s Form 8-K filed September 26, 2008).
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10.22
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Letter agreement dated December 21, 2012, between Equifax Inc. and Richard F. Smith modifying the Amended Restated Employment Agreement dated as of September 23, 2008 (amendment to comply with Section 409A of Internal Revenue Code) (incorporated by reference to Exhibit 10.22 to Equifax’s Form 10-K filed February 22, 2013).
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10.23
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Deferred Share Award Agreement dated as of September 19, 2005, between Equifax Inc. and Richard F. Smith (incorporated by reference to Exhibit 10.2 to Equifax’s Form 10-Q filed November 7, 2005).
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10.24
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Form of Total Share Return Performance Share Award Agreement (Senior Leadership Team) for awards granted prior to May 2013 under the Equifax Inc. 2008 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.24 to Equifax’s Form 10-K filed February 22, 2013).
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10.25
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Form of Total Share Return Performance Share Award Agreement (CEO) for awards granted prior to May 2013 under the Equifax Inc. 2008 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.25 to Equifax’s Form 10-K filed February 22, 2013).
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10.26
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Form of Qualified Performance-Based Restricted Stock Unit Award Agreement (Senior Leadership Team) under the Equifax Inc. 2008 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.26 to Equifax’s Form
10-K filed February 22, 2013).
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10.27
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Form of Qualified Performance-Based Restricted Stock Unit Award Agreement (CEO) under the Equifax Inc. 2008 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.27 to Equifax’s Form 10-K filed February 22, 2013).
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10.28
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Form of Employee Restricted Stock Unit Award Agreement under the Equifax Inc. 2008 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.28 to Equifax’s Form 10-K filed February 22, 2013).
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10.29
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*
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Form of Amended Total Share Return Performance Share Award Agreement (Senior Leadership Team) for awards granted after May 2013 under the Equifax Inc. Amended and Restated 2008 Omnibus Incentive Plan.
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10.30
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*
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Form of Amended Total Share Return Performance Share Award Agreement (CEO) for awards granted after May 2013 under the Equifax Inc. Amended and Restated 2008 Omnibus Incentive Plan.
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Material Contracts
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10.31
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Commercial Paper Dealer Agreement dated May 22, 2007, between Equifax Inc. and Banc of America Securities LLC (incorporated by reference to Exhibit 10.1 to Equifax’s Form 8-K filed May 23, 2007).
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10.32
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Commercial Paper Dealer Agreement dated May 22, 2007, between Equifax Inc. and SunTrust Capital Markets Securities, Inc. (incorporated by reference to Exhibit 10.2 to Equifax’s Form 8-K filed May 23, 2007).
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111 | ||
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Other Exhibits and Certifications
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11.1
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Calculation of earnings per share. (The calculation of earnings per share is in Part II, Item 8, Note 1 to the Consolidated Financial Statements and is omitted in accordance with Section (b)(11) of Item 601 of the Notes to Regulation S-K).
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14.1
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Code of Ethics (The Equifax Business Ethics and Compliance Program)(incorporated by reference to Exhibit 14.1 to Equifax’s Form 10-K filed February 23, 2012).
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21.1
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*
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Subsidiaries of Equifax Inc.
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23.1
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*
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Consent of Independent Registered Public Accounting Firm.
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24.1
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*
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Powers of Attorney (included on signature page).
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31.1
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*
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Rule 13a-14(a) Certification of Chief Executive Officer.
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31.2
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*
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Rule 13a-14(a) Certification of Chief Financial Officer.
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32.1
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*
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Section 1350 Certification of Chief Executive Officer.
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32.2
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*
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Section 1350 Certification of Chief Financial Officer.
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101.
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INS
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XBRL Instance Document.
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101.
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SCH
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XBRL Taxonomy Extension Schema Document.
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101.
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CAL
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XBRL Taxonomy Extension Calculation Linkbase.
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101.
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LAB
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XBRL Taxonomy Extension Label Linkbase.
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101.
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PRE
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XBRL Taxonomy Extension Presentation Linkbase.
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101.
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DEF
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XBRL Taxonomy Extension Definition Linkbase.
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112 | ||
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Column A
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Column B
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Column C
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Column D
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Column E
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||||||
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Additions
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||||
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Balance at
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Charged to
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Charged to
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Balance at
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||||
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Beginning
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Costs and
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Other
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End of
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||||
Description
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of Period
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Expenses
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Accounts
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Deductions
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Period
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|||||
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(In millions)
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|||||||||||||
Reserves deducted in the balance sheet from the
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assets to which they apply:
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Trade accounts receivable
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$
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6.3
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$
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2.8
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$
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-
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$
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(2.3)
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$
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6.8
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Deferred income tax asset valuation allowance
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102.5
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19.4
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1.9
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(4.0)
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119.8
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$
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108.8
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$
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22.2
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$
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1.9
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$
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(6.3)
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$
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126.6
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Column A
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Column B
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Column C
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Column D
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Column E
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||||||
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Additions
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||||
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Balance at
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Charged to
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Charged to
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Balance at
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||||
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Beginning
|
|
Costs and
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Other
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|
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End of
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||||
Description
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of Period
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Expenses
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Accounts
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Deductions
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Period
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|||||
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(In millions)
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|||||||||||||
Reserves deducted in the balance sheet from the
|
|
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|
|
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|
|
|
|
|
|
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|
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assets to which they apply:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Trade accounts receivable
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$
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5.9
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$
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2.1
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$
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-
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$
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(1.7)
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$
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6.3
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Deferred income tax asset valuation allowance
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|
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92.8
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|
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10.9
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(0.2)
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|
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(1.0)
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102.5
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$
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98.7
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$
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13.0
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$
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(0.2)
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$
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(2.7)
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$
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108.8
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|
Column A
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Column B
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Column C
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Column D
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Column E
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|||||||
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|
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Additions
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|
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|
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||||
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|
Balance at
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Charged to
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|
Charged to
|
|
|
|
|
Balance at
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||||
|
|
Beginning
|
|
Costs and
|
|
Other
|
|
|
|
|
End of
|
|
||||
Description
|
|
of Period
|
|
Expenses
|
|
Accounts
|
|
Deductions
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|
Period
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|||||
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(In millions)
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|
|||||||||||||
Reserves deducted in the balance sheet from the
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
assets to which they apply:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade accounts receivable
|
|
$
|
7.5
|
|
$
|
2.8
|
|
$
|
-
|
|
$
|
(4.4)
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|
$
|
5.9
|
|
Deferred income tax asset valuation allowance
|
|
|
87.2
|
|
|
9.6
|
|
|
(1.2)
|
|
|
(2.8)
|
|
|
92.8
|
|
|
|
$
|
94.7
|
|
$
|
12.4
|
|
$
|
(1.2)
|
|
$
|
(7.2)
|
|
$
|
98.7
|
|
113 | ||
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Exhibit 10.29
EQUIFAX INC. 2008 OMNIBUS INCENTIVE PLAN
PERFORMANCE SHARE AWARD AGREEMENT
[2014-2016 Performance Period]
[Name of Senior Leadership Team Participant]
Target Number of Shares Subject to Award: [Number of Shares]
Date of Grant: [Grant Date]
Pursuant to the Equifax Inc. 2008 Omnibus Incentive Plan (the “Plan”), Equifax Inc., a Georgia corporation (the “Company”), has granted the above-named participant (“Participant”) Performance Shares (the “Award”) entitling Participant to earn such number of shares of Company common stock (the “Shares”) as set forth above on the terms and conditions set forth in this agreement (this “Agreement”) and the Plan. Capitalized terms used in this Agreement and not defined herein shall have the meanings set forth in the Plan.
1. Grant Date. The Award is granted to Participant on the Grant Date set forth above and represents the right to receive one Share for each Share subject to the Award earned by satisfaction of the performance measures and goals set forth in Section 3 of this Agreement subject to the performance limitations set forth in Section 2(c) of this Agreement. Depending on the Company’s three-year relative TSR performance as set forth in Section 3, the Participant may earn zero percent (0%) to two hundred percent (200%) of the Shares awarded. The Shares subject to the Award are intended to be “qualified performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code, as amended and the regulations thereunder (the “Code”).
2. Vesting .
(a) Subject to earlier vesting in accordance with Sections 4 or 5 below, the Shares will become vested on the later of the third anniversary of the grant date or the date on which the Committee certifies the attainment of the Performance Goals (the “Vesting Date”) in accordance with the provisions of Section 3 below and subject to the provisions of subsections (b) and (c) below. Prior to the Vesting Date, the Shares subject to the Award shall be nontransferable and, except as otherwise provided herein, shall be immediately forfeited upon Participant’s termination of employment with the Company and its Subsidiaries. Subject to the terms of the Plan, the Committee reserves the right in its sole discretion to waive or reduce the vesting requirements. Participant acknowledges that the opportunity to obtain Shares represents valuable consideration, regardless of whether the Shares actually vest.
(b) In no event shall the number of Shares which vest on the Vesting Date exceed the number of Shares subject to the Award or the individual limits for Participants as set forth in the Plan. The payout of vested Shares may be reduced, but not increased, based on the degree of attainment of such performance criteria as determined by the Committee, in its sole discretion. To the extent unvested Shares are not paid to Participant pursuant to the immediately preceding sentence, then such unvested Shares shall be immediately forfeited.
(c) The maximum number of Shares that may vest and be paid out on the Vesting Date pursuant to Section 3 of this Agreement shall be limited to a fair market value on the Vesting Date not to exceed:
(i) | for each Participant (other than the Chief Executive Officer of the Company), one-half of one percent (0.5%) of the sum of the Company’s total operating income for the Performance Period (calendar years 2014, 2015 and 2016), as determined by the Committee in accordance with the Plan. |
(ii) | if Participant was the Chief Executive Officer of the Company on or after the Grant Date, the limit specified in subsection (i) above shall be one and one-half percent (1.5%) of the Company’s total operating income for the Performance Period (calendar years 2014, 2015 and 2016), as determined by the Committee in accordance with the Plan. |
- 1 - |
(iii) | “Operating income” for purposes of clauses (i) and (ii) above shall be calculated excluding the effect of changes in federal, state and local tax laws; restructuring charges; items of loss or expense determined to be extraordinary or unusual in nature or infrequent of occurrence or related to the disposal of a segment of a business or related to a change in accounting principle, all as determined by U.S. generally accepted accounting principles (“GAAP”); items of loss or expense related to discontinued operations that do not qualify as a segment of a business under GAAP; any reduction in operating income attributable to the acquisition of business operations during the applicable fiscal year, as most accurately determined either at the time of the acquisition (through projections made at that time and accepted by the Committee), or at year end; and foreign exchange gains or losses, all as determined by the Committee in its discretion. |
3. Payment of Performance Shares .
(a) The Performance Period for this Award begins on January 1, 2014 and ends on December 31, 2016. The percentage of the Award earned and paid will be as certified by the Committee as soon as practicable following the end of the Performance Period based on the percentile ranking of the Company’s cumulative TSR compared to the cumulative TSRs of the S&P 500 companies (determined as of January 1, 2014), subject to adjustment. The Maximum Award percentage may be decreased but may not be increased by the Committee. The goals by which performance will be measured for payout of the Shares awarded are as follows:
Performance Share Payout Table
3-Year TSR Percentile Rank Relative to S&P 500 |
Percentage of Performance Shares Payable 1 |
|
90 th or greater | 200% | |
70 th | 150% | |
50 th | 100% | |
30 th | 50% | |
Less than 30 th | 0% |
1 In the event that the Company’s 3-year cumulative TSR performance is negative, the percentage of Performance Shares Payable shall be capped at 100% (Target).
(b) Performance Shares Payable . Subject to Section 2(c), the number of Shares payable is the Target Award multiplied by the average of the hypothetical payouts generated by the Company’s cumulative TSR positioning through each of the last four quarters of the Performance Period. For a hypothetical illustration of this calculation see Example A below. For performance levels falling between the values as shown above, the percentage of performance Shares payable will be determined by straight-line interpolation. Payments will be made in Shares.
Hypothetical Example: 2014-2016 Performance Cycle
2014 | 2015 | 2016 | ||||||||||
Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | |
Cumulative TSR Positioning | 61 th | 57 th | 72 nd | 69 th | 70 th | 62 nd | 54 th | 52 nd | 63 rd | 47 th | 45 th | 48 th |
Payout (% of target)
|
132% | 93% | 88% | 95% | ||||||||
Actual Payout (Average of Last 4 Quarters) | 102% |
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(c) Value of the Shares Issued as Payment for Shares Earned . The fair market value of Shares on the Vesting Date will be used by the Committee to determine the basis of the Shares earned and payable.
(d) Withholding . As provided in Section 16 below, the Company shall withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory amount for federal, state, local, and unemployment taxes (“Total Tax”) which could be withheld on the transaction, with respect to any taxable event arising as a result of this Agreement.
(e) Timing of Payout . Payout of the Award will be made to Participant as soon as practicable following the Vesting Date and written certification of performance by the Committee as provided in Section 8.
(f) Certain Definitions .
“Maximum Award” means the maximum number of performance Shares that can be awarded to Participant as set forth in Section 1.
“S&P 500” generally means the companies constituting the Standard & Poor’s 500 Index as of the beginning of the Performance Period (including the Company) and which continue to be actively traded under the same ticker symbol on an established securities market though the end of the Performance Period. A component company of the S&P 500 that is acquired at any time during the Performance Period (i.e., company and ticker symbol disappear) will be eliminated from the S&P 500 for the entire Performance Period. A component company of the S&P 500 filing for bankruptcy protection (and thus no longer publicly traded) at any time during the Performance Period will be deemed to remain in the S&P 500 (at an assumed TSR of minus 100%).
“Target Award” means the number of Shares specified as such at the beginning of this Agreement.
“Total Shareholder Return ” or “TSR” means with respect to the Company or other S&P 500 component company: the change in the closing market price of its common stock (as quoted in the principal market on which it is traded), plus dividends and other distributions paid on such common stock during the Performance Period, divided by the closing market price of its common stock on the last business day immediately preceding the Performance Period. The TSR for the common stock of an S&P 500 component company shall be adjusted to take into account stock splits, reverse stock splits, and special dividends that occur during the Performance Period, and assumes that all cash dividends and cash distributions are immediately reinvested in common stock of the entity using the closing market price on the dividend payment date.
4 . Termination of Employment . The following provisions shall apply in the event Participant’s employment with the Company or a Subsidiary is terminated for the reasons set forth below (otherwise Section 2(a) applies), unless the Committee shall have provided otherwise, either at the time of the grant of the Award or thereafter:
(a) Death . If Participant’s employment is terminated by reason of his or her death prior to the Vesting Date, all unvested Shares subject to this Award shall immediately become vested and nonforfeitable as of the date of Participant’s death and payout of Shares under the Award shall be at target (100%), to Participant’s designated beneficiary, as soon as practicable after the date of death as provided in Section 8.
(b) Disability . Except as the Committee may at any time otherwise provide or as required to comply with applicable law, if Participant’s employment is terminated by reason of his or her Disability (as such term is defined in the Plan) prior to the Vesting Date, for purposes of determining the payment Participant is entitled to receive under this Award, Participant shall be treated as continuing to be employed through the Vesting Date and payout of Shares under the Award shall be at target (100%), as soon as practicable after Participant’s termination of employment due to Disability as provided in Section 8.
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(c) Retirement . Except as the Committee may at any time otherwise provide or as required to comply with applicable law, if Participant’s employment is terminated by reason of his or her Retirement (as such term is defined in the Plan), other than for Cause, Participant shall have the right to receive his or her full payment under the Award, if any, to which Participant would be entitled had he or she remained employed through the Vesting Date with payout based upon the performance results as and when determined by the Committee under Section 3. Payout of the Shares shall be made at the time provided in Section 3.
5. Change of Control . If a Change of Control occurs while Participant is employed by the Company or a Subsidiary, then all unvested Shares subject to the Award shall immediately become vested and nonforfeitable as of the date on which the Change of Control occurs; if at least one calendar year of performance during the Performance Period has been completed prior to the Change in Control event, the Shares shall be paid using the Company’s relative cumulative TSR positioning at the time of the Change of Control (without the final four quarter averaging applicable to the three-year Performance Period); otherwise, the target payout level (100%) shall be used. Payout of the Shares shall be made at the time provided in Section 8.
6. Clawback Policy. This Award shall be subject to the terms and conditions of the Company’s Policy on Recovery of Incentive Awards adopted effective January 1, 2010, a copy of which is attached as Appendix A and incorporated herein by reference.
7. Termination for Cause . For purposes of this Agreement, termination for “Cause” means termination as a result of (a) the willful and continued failure by Participant to substantially perform his or her duties with the Company or any Subsidiary (other than a failure resulting from Participant’s incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Participant by his or her superior officer which specifically identifies the manner the officer believes that Participant has not substantially performed his or her duties, or (b) Participant’s willful misconduct which materially injures the Company, monetarily or otherwise. For purposes of this Section, Participant’s act, or failure to act, will not be considered “willful” unless the act or failure to act is not in good faith and without reasonable belief that his or her action or omission was in the best interest of the Company.
8. Transfer of Vested Shares . Stock certificates (or appropriate evidence of ownership) representing the unrestricted Shares will be delivered to the Participant (or to a party designated by the Participant) as soon as practicable after (but in no event later than 60 days after) the Vesting Date or event set forth in Sections 4 or 5; provided, however, if the Participant has properly elected to defer delivery of the Shares pursuant to a plan or program of the Company, the Shares shall be issued and delivered as provided in such plan or program.
9. Dividends . Participants granted Shares shall not be entitled to receive any cash dividends, stock dividends or other distributions paid with respect to the Shares, except in circumstances where the distribution is covered by Section 15 below.
10. Non-Transferability of Award . Subject to any valid deferral election, until the Shares have been issued under this Award, the Shares issuable hereunder and the rights and privileges conferred hereby may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated by operation of law or otherwise (except as permitted by the Plan). Any attempt to do so contrary to the provisions hereof shall be null and void.
11. Conditions to Issuance of Shares . The Shares deliverable to Participant hereunder may be either previously authorized but unissued Shares or issued Shares which have been reacquired by the Company. The Company shall not be required to issue any certificate or certificates for Shares prior to fulfillment of all of the following conditions: (a) the admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; (b) the completion of any registration or other qualification of such Shares under any state or federal law or under the rulings and regulations of the Securities and Exchange Commission or any other governmental regulatory body, which the Committee shall, in its discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any state or federal governmental agency, which the Committee shall, in its discretion, determine to be necessary or advisable; and (d) the lapse of such reasonable period of time following the grant of the Shares as the Committee may establish from time to time for reasons of administrative convenience.
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12. No Rights as Shareholder . Except as provided in Section 15, the Participant shall not have voting or any other rights as a shareholder of the Company with respect to the unvested Shares. Upon settlement of the Award into Shares, the Participant will obtain full voting and other rights as a shareholder of the Company with respect to such Shares.
13. Administration . The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation, and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Participant, the Company, and all other interested persons. No member of the Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan or this Agreement.
14. Fractional Shares . Fractional shares will not be issued, and when any provision of this Agreement otherwise would entitle Participant to receive a fractional share, that fraction will be disregarded.
15. Adjustments in Capital Structure . In the event of a change in corporate capitalization as described in Section 19 of the Plan, the Committee shall make appropriate adjustments to the number and class of Shares or other stock or securities subject to the Award. The Committee’s adjustments shall be effective and final, binding and conclusive for all purposes of this Agreement.
16. Taxes . Regardless of any action the Company or a Subsidiary (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by him or her is and remains Participant’s responsibility and that the Company and/or the Employer (i) make no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including the grant or vesting of the Shares subject to this Award, the subsequent sale of Shares acquired pursuant to such vesting and receipt of any dividends; and (ii) do not commit to structure the terms or the grant or any aspect of this Award to reduce or eliminate Participant’s liability for Tax-Related Items. Upon the vesting of this Award, Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under local law, the Company may (1) sell or arrange for sale of Shares that Participant acquires to meet the required withholding obligations for Tax-Related Items, and/or (2) satisfy such obligations in Shares, provided that the Company only withholds the amount of Shares necessary to withhold the required minimum withholding amount. In addition, Participant shall pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Participant’s participation in the Plan or Participant’s purchase of Shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the Shares if Participant fails to comply with Participant’s obligations in connection with the Tax-Related Items.
17. Consents . By accepting the grant of this Award, Participant acknowledges and agrees that: (i) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement; (ii) the grant of this Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares, or benefits in lieu of Shares, even if Shares have been granted repeatedly in the past; (iii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (iv) the Participant’s participation in the Plan shall not create a right of further employment with the Company and shall not interfere with the ability of the Company to terminate Participant’s employment relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law; (v) Participant is participating voluntarily in the Plan; (vi) this Award is an extraordinary item that is outside the scope of Participant’s employment contract, if any; (vii) this Award is not part of normal or expected compensation or salary for any purposes, including but not limited to calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments insofar as permitted by law; (viii) in the event Participant is not an employee of the Company, this Award will not be interpreted to form an employment contract or relationship with the Company or any Subsidiary or Affiliate; (ix) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (x) the value of the Shares may increase or decrease in value; (xi) in consideration of the grant of this Award, no claim or entitlement to compensation or damages shall arise from termination of this Award or diminution in value of Shares subject to the Award resulting from termination of Participant’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, Participant shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (xii) except as otherwise expressly provided in the Plan, in the event of involuntary termination of employment (whether or not in breach of local labor laws), Participant’s right to receive Awards under the Plan, if any, will terminate effective as of the date that Participant is no longer actively employed and will not be extended by any notice period mandated under local law; furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), Participant’s right to this Award after termination of employment, if any, will be measured by the date of termination of Participant’s active employment and will not be extended by any notice period mandated under local law; the Committee shall have the exclusive discretion to determine when Participant is no longer actively employed for purposes of this Award.
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18. Consent for Accumulation and Transfer of Data . Participant consents to the accumulation and transfer of data concerning him or her and the Award to and from the Company and UBS (or such other agent as may administer the Plan on behalf of the Company from time to time). In addition, Participant understands that the Company holds certain personal information about Participant, including but not limited to his or her name, home address, telephone number, date of birth, social security number, salary, nationality, job title, and details of all grants or awards vested, unvested, or expired (the “personal data”). Certain personal data may also constitute “sensitive personal data” within the meaning of applicable local law. Such data include but are not limited to information provided above and any changes thereto and other appropriate personal and financial data about Participant. Participant hereby provides explicit consent to the Company to process any such personal data and sensitive personal data. Participant also hereby provides explicit consent to the Company to transfer any such personal data and sensitive personal data outside the country in which Participant is employed, and to the United States. The legal persons for whom such personal data are intended are the Company, UBS, and any company providing services to the Company in connection with compensation planning purposes or the administration of the Plan.
19. Plan Information . Participant agrees to receive copies of the Plan, the Plan prospectus and other Plan information, including information prepared to comply with laws outside the United States, from the Plan website at UBS (or such other agent as may administer the Plan on behalf of the Company from time to time) referenced above and shareholder information, including copies of any annual report, proxy statement, Form 10-K, Form 10-Q, Form 8-K and other information filed with the SEC, from the investor relations section of the Equifax website at www.equifax.com. Participant acknowledges that copies of the Plan, Plan prospectus, Plan information and shareholder information are available upon written or telephonic request to the Company’s Corporate Secretary.
20. Plan Incorporated by Reference; Conflicts . The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to Participant’s interest except by means of a writing signed by the Company and Participant. Notwithstanding the foregoing, nothing in the Plan or this Agreement shall affect the validity or interpretation of any duly authorized written agreement between the Company and Participant under which an Award properly granted under and pursuant to the Plan serves as any part of the consideration furnished to Participant. If provisions of the Plan and this Agreement conflict, the Plan provisions will govern.
21. Participant Bound by Plan . Participant acknowledges receiving a summary of the Plan, and agrees to be bound by all the terms and conditions of the Plan. Except as limited by the Plan or this Agreement, this Agreement is binding on and extends to the legatees, distributees and personal representatives of Participant and the successors of the Company.
22. Governing Law . This Agreement has been made in and shall be construed under and in accordance with the laws of the State of Georgia, USA without regard to conflict of law provisions.
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23. Translations . If Participant has received this or any other document related to the Plan translated into any language other than English and if the translated version is different than the English version, the English version will control.
24. Severability . The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
25. Section 409A .
(a) General . To the extent that the requirements of Code Section 409A are applicable to this Award, it is the intention of both Company and Participant that the benefits and rights to which Participant could be entitled pursuant to this Agreement comply with Code Section 409A and the Treasury Regulations and other guidance promulgated or issued thereunder (“Section 409A”), and the provisions of this Agreement shall be construed in a manner consistent with that intention. The Plan and any Award Agreements issued thereunder may be amended in any respect deemed by the Administrator to be necessary in order to preserve compliance with Section 409A.
(b) No Representations as to Section 409A Compliance . Notwithstanding the foregoing, Company makes no representation to Participant that the Shares awarded pursuant to this Agreement are exempt from, or satisfy, the requirements of Section 409A, and Company shall have no liability or other obligation to indemnify or hold harmless Participant or any beneficiary for any tax, additional tax, interest or penalties that Participant or any beneficiary may incur in the event that any provision of this Agreement, or any amendment or modification thereof or any other action taken with respect thereto is deemed to violate any of the requirements of Section 409A.
(c) Six Month Delay for Specified Participants .
(i) | If Participant is a “Specified Employee” (as defined below), then no payment or benefit that is payable on account of Participant’s “Separation from Service” (as determined by the Company in accordance with Section 409A) shall be made before the date that is six months and one day after Participant’s “Separation from Service” (or, if earlier, the date of Participant’s death) if and to the extent that such payment or benefit constitutes deferred compensation (or may be nonqualified deferred compensation) under Section 409A and such deferral is required to comply with the requirements of Section 409A. Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. |
(ii) | For purposes of this provision, Participant shall be considered to be a “Specified Employee” if, at the time of his or her Separation from Service, Participant is a “key employee”, within the meaning of Code Section 416(i), of Company (or any person or entity with whom the Company would be considered a single employer under Section 414(b) or Section 414(c) of the Code, applying the 20 percent common ownership standard) any stock of which is publicly traded on an established securities market or otherwise. |
(d) No Acceleration of Payments . Neither Company nor Participant, individually or in combination, may accelerate any payment or benefit that is subject to Section 409A, except in compliance with Section 409A and the provisions of this Agreement, and no amount that is subject to Section 409A shall be paid prior to the earliest date on which it may be paid without violating Section 409A.
26. Participant Confidentiality, Non-Competition, Non-Solicitation and Assignment Agreement . In consideration for the Award the Participant is receiving under this Agreement, Participant agrees to and is bound by the terms of the Participant Confidentiality, Non-Competition, Non-Solicitation and Assignment Agreement, attached hereto as Appendix B.
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27. 30 Days to Accept Agreement . Participant shall have thirty (30) calendar days to accept this Agreement. Participant’s Award will be forfeited if this Agreement is not executed and returned within thirty (30) calendar days of receipt of Agreement.
PARTICIPANT | EQUIFAX INC. | |||
(Signature) | By: | /s/ Richard F. Smith | ||
Richard F. Smith | ||||
Chairman & CEO | ||||
(Printed Name) | ||||
(Date) |
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933.
#193223 (1/14/14)
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APPENDIX A
POLICY ON RECOVERY OF INCENTIVE PAYMENTS
Application
The following policy on recovery of incentive payments is adopted by the Compensation, Human Resources & Management Succession Committee of the Board of Directors (“Committee”) of Equifax Inc. (“Company”) effective February 4, 2010, for Incentive Compensation awarded or paid for fiscal years beginning after December 31, 2009, and, to the extent required by applicable law, to payments earned before that date.
The Committee may, in its sole discretion, in appropriate circumstances and to the extent permitted by governing law, direct the Company to require recovery of all or a portion of any Incentive Compensation awarded or paid to any Employee where:
1. | The payment was predicated upon achieving certain financial results that were subsequently the subject of a material restatement of Company financial statements filed with the U.S. Securities and Exchange Commission (“SEC”); |
2. | The Committee determines the Employee engaged in Misconduct that contributed to the need for the material restatement; and |
3. | A lower Incentive Compensation payment would have been made to the Employee based upon the restated financial results. |
.
The Committee in its discretion also may direct the Company to seek to recover the excess amount of any Incentive Compensation awarded or paid to a Covered Officer for a fiscal period if the result of a performance measure upon which the award was based or paid is subsequently restated or otherwise adjusted in a manner that would reduce the size of the award or payment, regardless of whether the Covered Officer committed any Misconduct. Where the result of a performance measure was considered in determining the compensation awarded or paid, but the Incentive Compensation is not awarded or paid on a formulaic basis, the Committee will determine in its discretion the amount, if any, by which the payment or award should be reduced.
· | “Employee” for purposes of this policy shall mean any current or former employee of the Company or any subsidiary or affiliate thereof. |
· | “Covered Officer” shall mean the CEO and any current or former direct report to the CEO, including without limitation the Chief Accounting Officer, the head of Internal Audit, and any other elected officer or executive officer as defined under the Securities Exchange Act of 1934, as amended. |
· | “Misconduct” shall mean a knowing violation of SEC rules and regulations or Company policy. |
· | “Incentive Compensation” shall mean bonuses, annual incentive plan awards, or performance-based equity awards granted under the Company’s 2008 Omnibus Incentive Plan or successor thereto. |
Amount to be Recovered
In each such instance, the Company will, to the extent practicable, seek to recover from the individual Covered Officer the amount by which the individual’s Incentive Compensation for the relevant periods exceeded the lower payment that would have been made based on the restated financial results. In addition, if an Employee engaged in Misconduct that contributed to award or payment of Incentive Compensation to him or her that is greater than would have been paid or awarded in the absence of Misconduct, the Company may take other remedial and recovery action, as determined by the Committee in its discretion, including recovery of all or part of the Incentive Compensation. The right to recovery shall apply to Incentive Compensation received during the three years prior to the date on which the Company is or was required to prepare a financial restatement due to material non-compliance with any financial reporting requirement under the securities laws of the United States or the Company discovers Misconduct, as applicable.
Methods for Recovery
The Committee shall determine whether the Company shall effect any such recovery: (i) by seeking repayment from the Employee; (ii) by reducing (subject to applicable law and the terms and conditions of the applicable plan, program or arrangement) the amount that would otherwise be payable to the Employee under any compensatory plan, program, or arrangement maintained by the Company; (iii) by withholding payment of future increases in compensation (including the payment of any discretionary bonus amount) or grants of compensatory awards that would otherwise have been made in accordance with the Company’s otherwise applicable compensation practices; or (iv) by any combination of the foregoing. This policy shall be in addition to any other equitable or legal remedy that may be taken by the Company with respect to the subject matter of this policy.
Coordination with Law
This policy shall be interpreted to comply with section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Pub. Law No. 111-203, as amended from time to time, and Section 10D of the Securities Exchange Act of 1934, as amended, and in each case, any regulations promulgated with respect thereto, and in the event that any provision of this policy is inconsistent with any requirement of the Dodd-Frank Act or any interpretive regulations issued thereunder, the Committee shall have the authority to amend this policy at any time as the Committee deems necessary or appropriate, in its sole discretion, to comply with the requirements of applicable law.
[Amended September 12, 2012]
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APPENDIX B
PARTICIPANT
CONFIDENTIALITY, NON-COMPETITION,
NON-SOLICITATION AND ASSIGNMENT AGREEMENT
This Participant Confidentiality, Non-Competition, Non-Solicitation and Assignment Agreement (the “Restrictive Covenant Agreement”) is entered into by and between Equifax Inc. on behalf of itself, its subsidiary and/or affiliate companies (collectively “Equifax” or the “Company”) and the aforementioned Participant (hereinafter “Participant”) (collectively, the “Parties”).
In consideration for the continuation of Participant’s employment, as well as the Company’s provision of restricted stock units to Participant pursuant to the Equifax Inc. 2008 Omnibus Incentive Plan and the Performance Share Award Agreement (“Award Agreement”), to which this Restrictive Covenant Agreement is appended, and the Company’s intention to continue to provide Participant with training, and exposure to existing or prospective relationships, Trade Secrets, and/or Confidential Information, Participant agrees as follows:
1. | Definitions. |
For the purposes of this Restrictive Covenant Agreement, the following capitalized terms shall be defined as follows:
A. “Business” means:
1. For individuals who work in or perform work for the U.S. Consumer Information Solutions (USCIS) business unit (or any division of Equifax performing the following functions or providing the following services/products): Consumer information solutions in the United States, including: consumer credit reporting and scoring; identity management services; fraud detection and modeling services; decisioning software services that facilitate and automate consumer credit-oriented decisions; portfolio management services; mortgage reporting and settlement solutions; property data and analytics; and consumer financial marketing services.
2. For individuals who work in or perform work for the Workforce Solutions business unit (or any division of Equifax performing the following functions or providing the following services/products): Employment and income verification services; unemployment claims management; social security number verification; identity authentication; employment-based tax credit services; payroll-based transaction services; human resources-related analytics; and management of assessments, onboarding and I-9 compliance of new hires.
3. For individuals who work in or perform work for the North America Personal Solutions business unit (or any division of Equifax performing the following functions or providing the following services/products): Credit monitoring; debt and household financial management; and identity theft products and related product features delivered to consumers electronically both directly via the internet and through other on-line and off-line distribution channels.
4. For individuals who work in or perform work for the North America Commercial Solutions business unit (or any division of Equifax performing the following functions or providing the following services/products): Business information solutions, including business marketing and risk data compilation, business credit reporting and scoring, and related portfolio analytics.
5. For individuals who work in or perform work for the Identity and Fraud Solutions business unit (or any division of Equifax performing the following functions): identity and fraud solutions solving for fraud reduction, privacy protection, and security in transactions.
B- 1 |
B. “Competitive Tasks” means the same or similar tasks that Participant performed on behalf of the Company during Participant’s last twelve (12) months of employment.
C. “Confidential Information” means (a) information of the Company, to the extent not considered a Trade Secret under applicable law, that (i) relates to the business of the Company, (ii) possesses an element of value to the Company, (iii) is not generally known to the Company's competitors, and (iv) would damage the Company if disclosed, and (b) information of any third party provided to the Company which the Company is obligated to treat as confidential (such third party to be referred to as the “Third Party”), including, but not limited to, information provided to the Company by its licensors, suppliers, or Customers. Confidential Information includes, but is not limited to, (i) future business plans, (ii) the composition, description, schematic or design of products, future products or equipment of the Company or any Third Party, (iii) pricing information, (iv) advertising or marketing plans, (v) information regarding independent contractors, employees, licensors, suppliers, Customers, or any Third Party, including, but not limited to, Customer lists compiled by the Company, and Customer information compiled by the Company, and (vi) information concerning the Company’s or the Third Party’s financial structure and methods and procedures of operation, including, but not limited to, processes for crafting and using equipment. Confidential Information shall not include any information that (i) is or becomes generally available to the public other than as a result of an unauthorized disclosure, (ii) has been independently developed and disclosed by others without violating this Restrictive Covenant Agreement or the legal rights of any party, or (iii) otherwise enters the public domain through lawful means.
D. “Contact” means any interaction that takes place in the last twelve (12) months of Participant’s employment with the Company and is between Participant and a Customer:
1. With whom Participant dealt on behalf of the Company;
2. Whose dealings with the Company were coordinated or supervised by Participant;
3. About whom Participant obtained Trade Secrets or Confidential Information in the ordinary course of business as a result of Participant’s work performed on behalf of the Company; or
4. Who purchases products or services from the Company, the sale or provision of which results or resulted in compensation, commissions, or earnings for Participant.
E. “Customer” means any person or entity to whom the Company has sold its products or services or directly solicited to sell its products or services.
F. “Company Worker” means any person who (i) was employed by the Company at the time Participant’s employment with the Company ended, and (ii) remains employed by the Company during the Restricted Period.
G. “Enterprise Competitors” means the following companies, as well as any successor entities: Experian, TransUnion, LexisNexis, Dun & Bradstreet, Fair Isaac Corporation, Acxiom, and CBC Companies.
H. “Restricted Competitors” means the following companies, as well as any successor entities:
1. For individuals who work in or perform work for the U.S. Consumer Information Solutions (USCIS) business unit (or any division of Equifax performing the functions or providing the services/products listed in Paragraph 1.A.1. above): LexisNexis; TransUnion; Experian; CoreLogic; Lender Processing Services; Opera; Verisk Analytics; PriceMetrix; Nielson; CBC; Kroll; Acxiom; Fair Isaac Corporation; and SAS.
B- 2 |
2. For individuals who work in or perform work for the Workforce Solutions business unit (or any division of Equifax performing the functions or providing the services/products listed in Paragraph 1.A.2. above):
a. | Verification services: CoreLogic Credco; DataVerify; Inco-Check; Interthinx; Kroll; LexisNexis; and Verification Bureau. |
b. | Unemployment claims management: Corporate Cost Control; Employer’s Unity; Employer’s Edge; Barnett Associates; Thomas & Thorngren; and Ernst & Young. |
c. | Tax-credit services: ADP; First Advantage; Thomas & Thorngren; Ernst and Young; and Maximus. |
d. | Workforce analytics: Visier; Orca Eyes; Aquire; Mercer iKnow; and Tibco Spotfire. |
e. | I-9 solutions: TrackerCorp; ADP; LawLogix; HireNow; and I-9 Form. |
3. For individuals who work in or perform work for the North America Personal Solutions business unit (or any division of Equifax performing the functions or providing the services/products listed in Paragraph 1.A.3. above): Experian; TransUnion; One Technologies; Credit Karma; Credit Sesame; Intuit (Mint); CSID; Lifelock; Intersections; and Affinion.
4. For individuals who work in or perform work for North America Commercial Solutions business unit (or any division of Equifax performing the functions or providing the services/products listed in Paragraph 1.A.4. above): Experian; Dun & Bradstreet; InfoUSA; Cortera; and LexisNexis.
5. For individuals who work in or perform work for the Identity and Fraud Solutions business unit (or any division of Equifax performing the functions or providing the services/products listed in Paragraph 1.A.5. above): LexisNexis, TransUnion, ID Analytics, and Experian.
An entity will not be construed as a Restricted Competitor if Participant did not work in or perform services in the prior twelve (12) months for the particular business unit that competes with the entity in question. For instance, if Participant works exclusively for the verification services sub-unit of the Workforce Solutions business unit in the prior twelve (12) months, then the list of Restrictive Competitors for Participant shall only be those entities listed in Paragraph 1(H)(2)(a).
I. “Restricted Period” means the time period during Participant’s employment with the Company, and for twelve (12) months after Participant’s employment with the Company ends.
J. “Trade Secrets” means the Company’s trade secrets as defined by applicable statutory or common law.
2. | Employment. During Participant’s employment, Participant shall perform such duties for and on behalf of the Company as may be determined and assigned to Participant from time to time by Equifax. Participant shall devote his or her best efforts to the business and affairs of Equifax. |
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3. | Employment Relationship. The Parties acknowledge and agree that this Restrictive Covenant Agreement does not create a contract of employment for a specified term. Unless Equifax and Participant have entered a written agreement to the contrary, Participant’s employment relationship with the Company is at-will. This means that Participant may terminate his or her employment with the Company at any time and for any reason whatsoever simply by notifying the Company. Likewise, the Company may terminate Participant’s employment at any time with or without cause or advance notice. |
4. | Acknowledgments. Participant acknowledges that: |
A. Equifax is engaged in the Business as defined in Paragraph 1(A);
B. Participant’s position is a position of trust and responsibility with Equifax and will provide Participant with continued access to Confidential Information, Trade Secrets, and/or valuable information concerning employees and customers of the Company;
C. the Trade Secrets and Confidential Information, and the relationship between Equifax and each of its employees and customers, are valuable assets of Equifax;
D. Equifax’s competitors, including, but not limited to, the Enterprise Competitors and the Restricted Competitors, will obtain an unfair advantage if Participant (i) discloses Confidential Information or Trade Secrets to the Company’s competitors, (ii) uses Confidential Information or Trade Secrets on behalf of any entity that competes with the Company, or (iii) exploits the relationships Participant develops on behalf of the Company during his or her employment to solicit Customers or Company Workers on behalf of any entity that competes with Equifax and in violation of this Restrictive Covenant Agreement; and
E. the restrictions contained in this Restrictive Covenant Agreement are reasonable and necessary to protect the legitimate business interests of the Company, and will not impair or infringe upon Participant’s right to work or earn a living in the event Participant’s employment with the Company ends.
5. | Trade Secrets and Confidential Information . |
Participant agrees that he or she will not:
A. Either during or for a period of two (2) years after Participant’s employment with Equifax, use or disclose the Confidential Information for any purpose other than the performance of duties in the Business on behalf of the Company, except as authorized in writing by Equifax, and Participant shall not use or disclose Trade Secrets indefinitely;
B. During Participant’s employment with Equifax, use or disclose (a) any confidential information or trade secrets of any Third Party, or (b) any works of authorship developed in whole or in part by Participant for any Third Party, unless authorized in writing by the Third Party; or
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C. upon the conclusion of Participant’s employment with the Company for any reason retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form) that are in Participant’s possession or control, unless instructed to do so in writing by Equifax.
6. | Non-Competition with Enterprise Competitors. During the Restricted Period, Participant will not, except as authorized in writing by Equifax’s Chief Executive Officer or his or her delegate, perform Competitive Tasks on behalf of any of the Enterprise Competitors. Participant acknowledges that he/she has authority over and/or will gain Trade Secrets and Confidential Information regarding multiple areas of Business. Because the Enterprise Competitors compete with most or all of the Company's Business, Participant agrees that the Company has a legitimate interest in preventing Participant from performing Competitive Tasks on behalf of any business unit of the Enterprise Competitors. |
7. | Non-Competition with Restricted Competitors. During the Restricted Period, Participant will not, except as authorized in writing by Equifax’s Chief Executive Officer or his or her delegate, perform Competitive Tasks on behalf of any of the Restricted Competitors. This restriction is limited to a prohibition on working for a Restricted Competitor (or a recognized division or department thereof) that competes with the area(s) of the Business in which Participant worked or for which Participant performed work during Participant’s last twelve (12) months of employment with Equifax; this restriction does not prevent Participant from working exclusively for a recognized division or department of a Restricted Competitor that does not compete with the area(s) of the Business for which Participant performed work during Participant’s last twelve (12) months of employment with Equifax. |
8. | Non-Solicitation of Customers. During the Restricted Period, Participant will not directly or indirectly solicit any Customer of the Company for the purpose of selling or providing any products or services competitive with those offered by the area(s) of the Business in which Participant worked or for which Participant performed work during Participant’s last twelve (12) months of employment with Equifax. The restrictions set forth in this Section apply only to Customers with whom Participant had Contact. Nothing in this Section shall be construed to prohibit Participant from soliciting any Customer of the Company for the purpose of selling or providing any products or services: (a) to a Customer that has terminated its business relationship with the Company (for reasons other than being solicited or encouraged by Participant to do so), or (b) competitive with a product line or service line the Company no longer offers. |
9. | Non-Solicitation of Company Workers. During the Restricted Period, Participant will not, directly or indirectly, on his or her behalf or on behalf of others, solicit any Company Worker to terminate his or her employment relationship with Equifax in order to work for any other person or entity engaged in the Business. |
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10. | Work Product . Except as set forth in a separate written agreement executed by a corporate executive officer of Equifax, ownership of all programs, systems, inventions, discoveries, developments, modifications, procedures, ideas, innovations, know-how or designs that either relate to Equifax’s business or actual or demonstrably anticipated research or development or result from any work performed by Participant for Equifax (hereinafter collectively called “Inventions”) are the property of Equifax. Inventions shall not include any intellectual property the assignment of which to Equifax would be expressly prohibited by a specifically applicable state law, regulation, rule or public policy, such as Delaware Code Annotated, Title 19, § 805, Illinois Revised Statutes, Chapter 140, §§ 301-303, Kansas Statutes Annotated, §§ 44-130, Minnesota Statutes Annotated, § 181.78, North Carolina General Statutes, §§ 66-57.1, 66-57.2, Utah Code Annotated, §§ 34-39-2, 34-39-3, or Washington Revised Code Annotated, §§ 49.44.140, 49.44.150. Participant will cooperate in applying for patents, trademarks or copyrights on all Inventions as Equifax requests, and agrees to assign and hereby does assign those patents, trademarks, copyrights and/or all other intellectual property rights to Equifax. Any works of authorship created by Participant in the course of Participant’s duties are subject to the “Work for Hire” provisions contained in sections 101 and 201 of the United States Copyright Law, Title 17 of the United States Code. Accordingly, all rights, title and interest to copyrights in all works of authorship which have been or will be prepared by Participant within the scope of Participant’s employment (hereinafter collectively called the “Works”), shall be the property of Equifax. Participant further acknowledges and agrees that, to the extent the provisions of Title 17 of the United States Code do not vest in Equifax the copyrights to any Works, Participant shall assign and hereby does assign to Equifax all rights, title and interest to copyrights which Participant may have in the Works. Participant shall disclose to Equifax all Works and will execute and deliver all applications for registration, registrations, and further documents relating to the copyrights to the Works. Participant shall provide such additional assistance as Equifax may deem necessary and desirable to assign the Works or Inventions to Equifax and/or secure Equifax title to the patents, trademarks, copyrights and/or all other intellectual property rights in the Works or Inventions, including the appointment of Equifax as its agent to effect for such purposes. To the extent that any preexisting rights are embodied or reflected in the Works or Inventions, Participant grants to Equifax an irrevocable, perpetual, non-exclusive, world-wide, royalty-free right and license to (i) use, execute, reproduce, display, perform, distribute copies of and prepare derivative works based upon such preexisting rights; and (ii) authorize others on Equifax’s behalf to do any or all of the foregoing, and Participant warrants that he or she has full and unencumbered authority to grant such a license. The confidentiality requirements of the preceding paragraphs of this Restrictive Covenant Agreement will apply to all of the above. |
11. | Return of Company Property/Materials . Upon the termination of Participant’s employment for any reason or upon Equifax’s request at any time, Participant shall immediately return to Equifax all of Equifax’s property, including, but not limited to, any mobile/smart phone, personal digital assistant (PDA), keys, passcards, credit cards, confidential or proprietary lists (including, but not limited to, customer or vendor lists existing in any format), rolodexes, tapes, laptop computer, software, computer files, external data device, marketing and sales materials, information relating to work done for Equifax or that Participant obtained as a result of working for Equifax (including such information residing on Participant’s personal computer, e-mail account, external data device, or mobile/smart phone) and any other property, record, document, or piece of equipment belonging to Equifax. Participant will not retain and shall provide to Equifax any copies of Equifax’s property, including any copies existing in electronic form. To the extent that Participant cannot return copies of Equifax property (such as files existing on Participant’s home computer or personal e-mail account), then Participant shall provide a copy of the file to Equifax (including all available Metadata) and then permanently delete the file (unless otherwise instructed in writing to preserve it by Equifax). The obligations contained in this Section shall also apply to any property that belongs to a third party, including, but not limited to, (a) any entity which is affiliated or related to the Company, or (b) the Company’s customers, licensors, or suppliers. If Participant has any questions regarding his/her obligations to return and not to retain Company property, then Participant is obligated to contact Participant’s direct supervisor (as of the end of Participant’s employment) to obtain guidance. |
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12. | Post-Employment Disclosure. During the Restricted Period, Participant shall provide a copy of this Restrictive Covenant Agreement to persons and/or entities for whom Participant works or consults as an owner, partner, joint venturer, employee, or independent contractor. If, during the Restricted Period, Participant agrees to work or consult for another person or entity as an owner, partner, joint venturer, employee or independent contractor, then Participant shall provide Equifax before Participant’s first day of work or consultation with such person’s or entity’s name, the nature of such person’s or entity’s business, Participant’s job title, and a general description of the services Participant will provide. |
13. | Injunctive Relief. If Participant breaches this Restrictive Covenant Agreement, Participant agrees that: |
A. Equifax would suffer irreparable harm;
B. it would be difficult to determine damages, and money damages alone would be an inadequate remedy for the injuries suffered by Equifax; and
C. if Equifax seeks injunctive relief to enforce this Restrictive Covenant Agreement, Participant will waive and will not assert any defense that Equifax has an adequate remedy at law with respect to the breach .
Nothing contained in this Restrictive Covenant Agreement shall limit Equifax’s right to any other remedies at law or in equity.
14. | Clawback. If Participant breaches this Restrictive Covenant Agreement, then the Committee (as that term is defined in the Award Agreement ) may, notwithstanding any other provision in the Award Agreement to the contrary, cancel, rescind, suspend, withhold or otherwise restrict or limit Participant’s Award (as that term is defined in the Award Agreement ) . Without limiting the generality of the foregoing, the Committee may also require Participant to pay to the Company any gain realized by Participant from the Shares (as that term is defined in the Award Agreement ) awarded during the period beginning six months prior to the date on which Participant engaged or began engaging in activity in violation of this Restrictive Covenant Agreement. Participant agrees that in the event that the Committee takes any action set forth in this Paragraph: (a) the covenants set forth herein will remain in effect as Participant will have received consideration above and beyond the Shares; and (b) Equifax will remain entitled to injunctive relief because it would not be made whole simply through the potential actions set forth in this Paragraph. Nothing in this Paragraph limits the terms of Policy on Recovery of Incentive Payments, which is attached as Appendix A to the Award Agreement. |
15. | Independent Enforcement . Each of the covenants set forth herein shall be construed as covenants independent of: (a) any agreements other than this Restrictive Covenant Agreement; or (b) any other covenants in this Restrictive Covenant Agreement, and the existence of any claim or cause of action by Participant against Equifax, whether predicated on this Restrictive Covenant Agreement or otherwise, regardless of who was at fault and regardless of any claims that either Participant or Equifax may have against the other, shall not constitute a defense to the enforcement by Equifax of the covenants set forth herein. Equifax shall not be barred from enforcing the restrictive covenants set forth herein by reason of any breach of: (a) any other part of this Restrictive Covenant Agreement; or (b) any other agreement with Participant. |
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16. | Computer Authorization . Participant agrees that Participant is not authorized to use Equifax’s computer system or any of Equifax’s IT hardware or software for any purpose in actual or contemplated competition with Equifax. This includes but is not limited to: (a) transferring information relating to Equifax’s Business from Equifax’s system, hardware, or software to an external device or account for the purpose of using, disclosing, or retaining such information after the end of Participant’s employment; or (b) deleting information relating to Equifax’s Business from Equifax’s system, hardware, or software in advance of the end of Participant’s employment with Equifax. |
17. | Compliance with Federal and State Law . Participant acknowledges that Equifax is obligated under federal and state credit reporting and similar laws and regulations to hold in confidence and not disclose certain information regarding individuals, firms or corporations which is obtained or held by Equifax, and that Equifax is required to adopt reasonable procedures for protecting the confidentiality, accuracy, relevancy and proper utilization of consumer credit information. In that regard, except as necessary to perform Participant’s duties for Equifax, Participant will hold in strict confidence, and will not use, reproduce, disclose or otherwise distribute any information which Equifax is required to hold confidential under applicable federal and state laws and regulations, including the federal Fair Credit Reporting Act (15 U.S.C. § 1681 et seq. ) and any state credit reporting statutes. |
18. | Misuse of data . Participant agrees that any unauthorized disclosure of confidential codes, system access instructions or file data, intentional alteration or destruction of data, or unauthorized access or updating of Participant’s own or any other files can lead to immediate termination and federal prosecution under the Fair Credit Reporting Act, the Counterfeit Access Device and Computer Fraud and Abuse Act, or prosecution under other state and federal laws. Should Participant ever be approached by anyone to commit unauthorized or illegal acts or to disclose confidential materials or data, Participant will immediately report this directly to Equifax management. |
19. | HIPAA. Participant acknowledges that if Participant’s job duties and responsibilities are within the Equifax Information Technology Department or Human Resources, such duties may cause the Participant to have incidental access to protected health information (“PHI”) of the Equifax health plans that is maintained in electronic form. PHI is mandated by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) to be kept secure and confidential and may not be accessed, used or disclosed, except as permitted by the Policies and Procedures of the Equifax health plans. Participant acknowledges that he or she will not at any time access PHI, except and only to the extent as may be expressly required in the course of his or her duties and responsibilities within the Equifax Information Technology Department or Human Resources. Further, Participant acknowledges that he or she will not at any time – either during or after his or her employment with Equifax – use or disclose PHI to any person or entity, either within Equifax or externally to third parties, except and only to the extent as expressly permitted by the Privacy Official for the Equifax health plans. Participant understands and acknowledges that unauthorized access, use or disclosure of PHI will result in disciplinary action, up to and including termination of employment, and may also result in the imposition of civil and criminal penalties under HIPAA and other applicable law. |
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20. | Waiver . Equifax’s failure to enforce any provision of this Restrictive Covenant Agreement shall not act as a waiver of that or any other provision. Equifax’s waiver of any breach of this Restrictive Covenant Agreement shall not act as a waiver of any other breach. |
21. | Attorneys’ Fees . In the event of litigation relating to this Restrictive Covenant Agreement, the Company shall, if it is the prevailing party, be entitled to recover attorneys’ fees and costs of litigation in addition to all other remedies available at law or in equity. |
22. | Severability . The provisions of this Restrictive Covenant Agreement are severable. If any provision is determined to be invalid, illegal, or unenforceable, in whole or in part, then such provision shall be modified so as to be enforceable to the maximum extent permitted by law. If such provision cannot be modified to be enforceable, then the unenforceable element of the provision (or, failing that, the entire provision) shall be severed from this Restrictive Covenant Agreement. The remaining provisions and any partially enforceable provisions shall remain in full force and effect. Equifax states specifically that Paragraphs 6 and 7 above shall not restrict the right of a lawyer to practice after termination. Rather, for any lawyer signing this Restrictive Covenant Agreement, Paragraphs 6 and 7 shall not apply to Competitive Tasks involving the practice of law. |
23. | Governing Law . This Restrictive Covenant Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without reference to Georgia’s choice of law rules. |
24. | No Strict Construction . If there is a dispute about the language of this Restrictive Covenant Agreement, the fact that one Party drafted the Restrictive Covenant Agreement shall not be used in its interpretation. |
25. | Entire Agreement . This Restrictive Covenant Agreement constitutes the entire agreement between the Parties concerning the subject matter of this Restrictive Covenant Agreement. This Restrictive Covenant Agreement supersedes any prior communications, agreements or understandings, whether oral or written, between the Parties relating to the subject matter of this Restrictive Covenant Agreement, except for any handbooks or security policies issued by Equifax and applicable to Participant. |
26. | Amendments . Participant understands that at any time during his or her employment, Equifax may request that Participant sign an amendment to this Restrictive Covenant Agreement that would modify the restrictive covenants herein based on changes to Participant’s duties, changes in the area for which Participant has responsibility, changes in Equifax’s Business, or changes in the law regarding restrictive covenants. This Restrictive Covenant Agreement may not otherwise be amended or modified except in writing signed by both Parties. |
27. | Successors and Assigns . This Restrictive Covenant Agreement shall be assignable to, and shall inure to the benefit of, Equifax’s successors and assigns, including, without limitation, successors through merger, name change, consolidation, or sale of a majority of Equifax’s stock or assets, and shall be binding upon Participant. Participant shall not have the right to assign his or her rights or obligations under this Restrictive Covenant Agreement. The covenants contained in this Restrictive Covenant Agreement shall survive cessation of Participant’s employment with the Company, regardless of who causes the cessation or the reason for the cessation. |
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28. | Exclusive Jurisdiction and Venue . Participant agrees that any claim arising out of or relating to this Restrictive Covenant Agreement shall be brought exclusively in the state or federal courts of competent jurisdiction located in the State of Georgia. Participant consents to the personal jurisdiction of such courts and thereby waives: (a) any objection to jurisdiction or venue; or (b) any defense claiming lack of jurisdiction or improper venue, in any action brought in such courts. |
29. | Execution . This Restrictive Covenant Agreement shall be executed by Participant’s acceptance of the preceding Award Agreement, to which this Restrictive Covenant Agreement is appended. |
Participant acknowledges that he or she has carefully read this Restrictive Covenant Agreement, knows and understands its terms and conditions, and has had the opportunity to ask the Company any questions Participant may have had prior to accepting this Restrictive Covenant Agreement. Participant also acknowledges that he or she has had the opportunity to consult an attorney of Participant’s choice (at Participant’s expense) to review this Restrictive Covenant Agreement before accepting it.
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Exhibit 10.30 |
EQUIFAX INC. 2008 OMNIBUS INCENTIVE PLAN
PERFORMANCE SHARE AWARD AGREEMENT
[2014-2016 Performance Period]
Richard F. Smith
Target Number of Shares Subject to Award: [Number of Shares]
Date of Grant: [Grant Date]
Pursuant to the Equifax Inc. 2008 Omnibus Incentive Plan (the “Plan”), Equifax Inc., a Georgia corporation (the “Company”), has granted the above-named participant (“Participant”) Performance Shares (the “Award”) entitling Participant to earn such number of shares of Company common stock (the “Shares”) as set forth above on the terms and conditions set forth in this agreement (this “Agreement”) and the Plan. Capitalized terms used in this Agreement and not defined herein shall have the meanings set forth in the Plan.
1. Grant Date. The Award is granted to Participant on the Grant Date set forth above and represents the right to receive one Share for each Share subject to the Award earned by satisfaction of the performance measures and goals set forth in Section 3 of this Agreement subject to the performance limitations set forth in Section 2(c) of this Agreement. Depending on the Company’s three-year relative TSR performance as set forth in Section 3, the Participant may earn zero percent (0%) to two hundred percent (200%) of the Shares awarded. The Shares subject to the Award are intended to be “qualified performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code, as amended and the regulations thereunder (the “Code”).
2. Vesting .
(a) Subject to earlier vesting in accordance with Sections 4 or 5 below, the Shares will become vested on the later of the third anniversary of the grant date or the date on which the Committee certifies the attainment of the Performance Goals (the “Vesting Date”) in accordance with the provisions of Section 3 below and subject to the provisions of subsections (b) and (c) below. Prior to the Vesting Date, the Shares subject to the Award shall be nontransferable and, except as otherwise provided herein, shall be immediately forfeited upon Participant’s termination of employment with the Company and its Subsidiaries. Subject to the terms of the Plan, the Committee reserves the right in its sole discretion to waive or reduce the vesting requirements.
(b) In no event shall the number of Shares which vest on the Vesting Date exceed the number of Shares subject to the Award or the individual limits for Participants as set forth in the Plan. The payout of vested Shares may be reduced, but not increased, based on the degree of attainment of such performance criteria as determined by the Committee, in its sole discretion. To the extent unvested Shares are not paid to Participant pursuant to the immediately preceding sentence, then such unvested Shares shall be immediately forfeited.
(c) The maximum number of Shares that may vest and be paid out on the Vesting Date pursuant to Section 3 of this Agreement shall be limited to a fair market value on the Vesting Date not to exceed:
(i) | for each Participant (other than the Chief Executive Officer of the Company), one-half of one percent (0.5%) of the sum of the Company’s total operating income for the Performance Period (calendar years 2014, 2015 and 2016), as determined by the Committee in accordance with the Plan. |
(ii) | if Participant was the Chief Executive Officer of the Company on or after the Grant Date, the limit specified in subsection (i) above shall be one and one-half percent (1.5%) of the Company’s total operating income for the Performance Period (calendar years 2014, 2015 and 2016), as determined by the Committee in accordance with the Plan. |
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(iii) | “Operating income” for purposes of clauses (i) and (ii) above shall be calculated excluding the effect of changes in federal, state and local tax laws; restructuring charges; items of loss or expense determined to be extraordinary or unusual in nature or infrequent of occurrence or related to the disposal of a segment of a business or related to a change in accounting principle, all as determined by U.S. generally accepted accounting principles (“GAAP”); items of loss or expense related to discontinued operations that do not qualify as a segment of a business under GAAP; any reduction in operating income attributable to the acquisition of business operations during the applicable fiscal year, as most accurately determined either at the time of the acquisition (through projections made at that time and accepted by the Committee), or at year end; and foreign exchange gains or losses, all as determined by the Committee in its discretion. |
3. Payment of Performance Shares .
(a) The Performance Period for this Award begins on January 1, 2014 and ends on December 31, 2016. The percentage of the Award earned and paid will be as certified by the Committee as soon as practicable following the end of the Performance Period based on the percentile ranking of the Company’s cumulative TSR compared to the cumulative TSRs of the S&P 500 companies (determined as of January 1, 2014), subject to adjustment. The Maximum Award percentage may be decreased but may not be increased by the Committee. The goals by which performance will be measured for payout of the Shares awarded are as follows:
Performance Share Payout Table
3-Year TSR Percentile Rank Relative to S&P 500 |
Percentage of Performance Shares Payable 1 |
|
90 th or greater | 200% | |
70 th | 150% | |
50 th | 100% | |
30 th | 50% | |
Less than 30 th | 0% |
1 In the event that the Company’s 3-year cumulative TSR performance is negative, the percentage of Performance Shares Payable shall be capped at 100% (Target).
(b) Performance Shares Payable . Subject to Section 2(c), the number of Shares payable is the Target Award multiplied by the average of the hypothetical payouts generated by the Company’s cumulative TSR positioning through each of the last four quarters of the Performance Period. For a hypothetical illustration of this calculation see Example A below. For performance levels falling between the values as shown above, the percentage of performance Shares payable will be determined by straight-line interpolation. Payments will be made in Shares.
Hypothetical Example: 2014-2016 Performance Cycle
2014 | 2015 | 2016 | ||||||||||
Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | |
Cumulative TSR Positioning | 61 th | 57 th | 72 nd | 69 th | 70 th | 62 nd | 54 th | 52 nd | 63 rd | 47 th | 45 th | 48 th |
Payout (% of target)
|
132% | 93% | 88% | 95% | ||||||||
Actual Payout (Average of Last 4 Quarters) | 102% |
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(c) Value of the Shares Issued as Payment for Shares Earned . The fair market value of Shares on the Vesting Date will be used by the Committee to determine the basis of the Shares earned and payable.
(d) Withholding . As provided in Section 16 below, the Company shall withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory amount for federal, state, local, and unemployment taxes (“Total Tax”) which could be withheld on the transaction, with respect to any taxable event arising as a result of this Agreement.
(e) Timing of Payout . Payout of the Award will be made to Participant as soon as practicable following the Vesting Date and written certification of performance by the Committee as provided in Section 8.
(f) Certain Definitions .
“Maximum Award” means the maximum number of performance Shares that can be awarded to Participant as set forth in Section 1.
“S&P 500” generally means the companies constituting the Standard & Poor’s 500 Index as of the beginning of the Performance Period (including the Company) and which continue to be actively traded under the same ticker symbol on an established securities market though the end of the Performance Period. A component company of the S&P 500 that is acquired at any time during the Performance Period (i.e., company and ticker symbol disappear) will be eliminated from the S&P 500 for the entire Performance Period. A component company of the S&P 500 filing for bankruptcy protection (and thus no longer publicly traded) at any time during the Performance Period will be deemed to remain in the S&P 500 (at an assumed TSR of minus 100%).
“Target Award” means the number of Shares specified as such at the beginning of this Agreement.
“Total Shareholder Return ” or “TSR” means with respect to the Company or other S&P 500 component company: the change in the closing market price of its common stock (as quoted in the principal market on which it is traded), plus dividends and other distributions paid on such common stock during the Performance Period, divided by the closing market price of its common stock on the last business day immediately preceding the Performance Period. The TSR for the common stock of an S&P 500 component company shall be adjusted to take into account stock splits, reverse stock splits, and special dividends that occur during the Performance Period, and assumes that all cash dividends and cash distributions are immediately reinvested in common stock of the entity using the closing market price on the dividend payment date.
4 . Termination of Employment . The following provisions shall apply in the event Participant’s employment with the Company or a Subsidiary is terminated for the reasons set forth below (otherwise Section 2(a) applies), unless the Committee shall have provided otherwise, either at the time of the grant of the Award or thereafter:
(a) Death . If Participant’s employment is terminated by reason of his or her death prior to the Vesting Date, all unvested Shares subject to this Award shall immediately become vested and nonforfeitable as of the date of Participant’s death and payout of Shares under the Award shall be at target (100%), to Participant’s designated beneficiary, as soon as practicable after the date of death as provided in Section 8.
(b) Disability . Except as the Committee may at any time otherwise provide or as required to comply with applicable law, if Participant’s employment is terminated by reason of his or her Disability (as such term is defined in the Plan) prior to the Vesting Date, for purposes of determining the payment Participant is entitled to receive under this Award, Participant shall be treated as continuing to be employed through the Vesting Date and payout of Shares under the Award shall be at target (100%), as soon as practicable after Participant’s termination of employment due to Disability as provided in Section 8.
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(c) Retirement . Except as the Committee may at any time otherwise provide or as required to comply with applicable law, if Participant’s employment is terminated by reason of his or her Retirement (as such term is defined in the Plan), other than for Cause, Participant shall have the right to receive his or her full payment under the Award, if any, to which Participant would be entitled had he or she remained employed through the Vesting Date with payout based upon the performance results as and when determined by the Committee under Section 3. Payout of the Shares shall be made at the time provided in Section 3.
5. Change of Control . If a Change of Control occurs while Participant is employed by the Company or a Subsidiary, then all unvested Shares subject to the Award shall immediately become vested and nonforfeitable as of the date on which the Change of Control occurs; if at least one calendar year of performance during the Performance Period has been completed prior to the Change in Control event, the Shares shall be paid using the Company’s relative cumulative TSR positioning at the time of the Change of Control (without the final four quarter averaging applicable to the three-year Performance Period); otherwise, the target payout level (100%) shall be used. Payout of the Shares shall be made at the time provided in Section 8.
6. Clawback Policy; Cancellation and Rescission of Award .
(a) Clawback Policy . This Award shall be subject to the terms and conditions of the Company’s Policy on Recovery of Incentive Awards adopted effective January 1, 2010, a copy of which is attached as Appendix A and incorporated herein by reference.
(b) Detrimental Activity . If, at any time, (i) during Participant’s employment with the Company or a Subsidiary or (ii) during the period after Participant’s termination of employment with the Company or any Subsidiary for any reason, but not to exceed 24 months following Participant’s termination of employment, Participant engages in any “Detrimental Activity” (as defined in subsection (c) below), the Committee may, notwithstanding any other provision in this Agreement to the contrary, cancel, rescind, suspend, withhold or otherwise restrict or limit this Award as of the first date Participant engaged in the Detrimental Activity, as determined by the Committee. Without limiting the generality of the foregoing, the Committee may also require Participant to pay to the Company any gain realized by Participant from the Shares subject to the Award during the period beginning six months prior to the date on which Participant engaged or began engaging in Detrimental Activity.
(c) For purposes of this Agreement, “Detrimental Activity” shall mean and include any of the following:
(i) | the breach or violation of any other agreement between Participant and the Company relating to protection of Confidential Information or Trade Secrets, solicitation of employees, customers or suppliers, or refraining from competition with the Company; |
(ii) | the disclosure, reproduction or use of Confidential Information or Trade Secrets (each as defined below) for the benefit of Participant or third parties except in connection with the performance of Participant’s duties for the Company or, after advance notice to the Company, as required by a valid order or subpoena issued by a court or administrative agency of competent jurisdiction; |
(iii) | the use, reproduction, disclosure or distribution of any information which the Company is required to hold confidential under applicable federal and state laws and regulations, including the federal Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.) and any state credit reporting statutes; |
(iv) | the making, or causing or attempting to cause any other person to make, any statement, either written or oral, or conveying any information about the Company which is disparaging or which in any way reflects negatively upon the Company; |
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(v) | the solicitation or attempt to solicit any customer or actively targeted potential customer of the Company with whom the Participant had material contact on the Company’s behalf during the 12 months immediately preceding Participant’s termination of employment; |
(vi) | the solicitation or recruitment, attempt to solicit or recruit, or the assistance of others in soliciting or recruiting, any individual who is or was, within six months of the date in question, an employee of the Company unless such former employee was terminated by the Company without cause, or the inducement of (or attempt to induce) any such employee of the Company to terminate his employment with the Company; or |
(vii) | the refusal or failure of Participant to provide, upon the request of the Company, a certification, in a form satisfactory to the Company, that he or she is in full compliance with the terms and conditions of the Plan and this Agreement, including, without limitation, a certification that Participant is not engaging in Detrimental Activity. |
(d) “ Trade Secret ” means information, including, but not limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential Company customers or suppliers which (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of the Company’s efforts that are reasonable under the circumstances to maintain secrecy; or as otherwise defined by applicable state law.
(e) “ Confidential Information ” means any and all knowledge, information, data, methods or plans (other than Trade Secrets) which are now or at any time in the future developed, used or employed by the Company which are treated as confidential by the Company and not generally disclosed by the Company to the public, and which relate to the business or financial affairs of the Company, including, but not limited to, financial statements and information, marketing strategies, business development plans, acquisition or divestiture plans, and product or process enhancement plans.
7. Termination for Cause . For purposes of this Agreement, termination for “Cause” means termination as a result of (a) the willful and continued failure by Participant to substantially perform his or her duties with the Company or any Subsidiary (other than a failure resulting from Participant’s incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Participant by his or her superior officer which specifically identifies the manner the officer believes that Participant has not substantially performed his or her duties, or (b) Participant’s willful misconduct which materially injures the Company, monetarily or otherwise. For purposes of this Section, Participant’s act, or failure to act, will not be considered “willful” unless the act or failure to act is not in good faith and without reasonable belief that his or her action or omission was in the best interest of the Company.
8. Transfer of Vested Shares . Stock certificates (or appropriate evidence of ownership) representing the unrestricted Shares will be delivered to the Participant (or to a party designated by the Participant) as soon as practicable after (but in no event later than 60 days after) the Vesting Date or event set forth in Sections 4 or 5; provided, however, if the Participant has properly elected to defer delivery of the Shares pursuant to a plan or program of the Company, the Shares shall be issued and delivered as provided in such plan or program.
9. Dividends . Participants granted Shares shall not be entitled to receive any cash dividends, stock dividends or other distributions paid with respect to the Shares, except in circumstances where the distribution is covered by Section 15 below.
10. Non-Transferability of Award . Subject to any valid deferral election, until the Shares have been issued under this Award, the Shares issuable hereunder and the rights and privileges conferred hereby may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated by operation of law or otherwise (except as permitted by the Plan). Any attempt to do so contrary to the provisions hereof shall be null and void.
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11. Conditions to Issuance of Shares . The Shares deliverable to Participant hereunder may be either previously authorized but unissued Shares or issued Shares which have been reacquired by the Company. The Company shall not be required to issue any certificate or certificates for Shares prior to fulfillment of all of the following conditions: (a) the admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; (b) the completion of any registration or other qualification of such Shares under any state or federal law or under the rulings and regulations of the Securities and Exchange Commission or any other governmental regulatory body, which the Committee shall, in its discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any state or federal governmental agency, which the Committee shall, in its discretion, determine to be necessary or advisable; and (d) the lapse of such reasonable period of time following the grant of the Shares as the Committee may establish from time to time for reasons of administrative convenience.
12. No Rights as Shareholder . Except as provided in Section 15, the Participant shall not have voting or any other rights as a shareholder of the Company with respect to the unvested Shares. Upon settlement of the Award into Shares, the Participant will obtain full voting and other rights as a shareholder of the Company with respect to such Shares.
13. Administration . The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation, and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Participant, the Company, and all other interested persons. No member of the Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan or this Agreement.
14. Fractional Shares . Fractional shares will not be issued, and when any provision of this Agreement otherwise would entitle Participant to receive a fractional share, that fraction will be disregarded.
15. Adjustments in Capital Structure . In the event of a change in corporate capitalization as described in Section 19 of the Plan, the Committee shall make appropriate adjustments to the number and class of Shares or other stock or securities subject to the Award. The Committee’s adjustments shall be effective and final, binding and conclusive for all purposes of this Agreement.
16. Taxes . Regardless of any action the Company or a Subsidiary (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by him or her is and remains Participant’s responsibility and that the Company and/or the Employer (i) make no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including the grant or vesting of the Shares subject to this Award, the subsequent sale of Shares acquired pursuant to such vesting and receipt of any dividends; and (ii) do not commit to structure the terms or the grant or any aspect of this Award to reduce or eliminate Participant’s liability for Tax-Related Items. Upon the vesting of this Award, Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under local law, the Company may (1) sell or arrange for sale of Shares that Participant acquires to meet the required withholding obligations for Tax-Related Items, and/or (2) satisfy such obligations in Shares, provided that the Company only withholds the amount of Shares necessary to withhold the required minimum withholding amount. In addition, Participant shall pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Participant’s participation in the Plan or Participant’s purchase of Shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the Shares if Participant fails to comply with Participant’s obligations in connection with the Tax-Related Items.
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17. Consents . By accepting the grant of this Award, Participant acknowledges and agrees that: (i) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement; (ii) the grant of this Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares, or benefits in lieu of Shares, even if Shares have been granted repeatedly in the past; (iii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (iv) the Participant’s participation in the Plan shall not create a right of further employment with the Company and shall not interfere with the ability of the Company to terminate Participant’s employment relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law; (v) Participant is participating voluntarily in the Plan; (vi) this Award is an extraordinary item that is outside the scope of Participant’s employment contract, if any; (vii) this Award is not part of normal or expected compensation or salary for any purposes, including but not limited to calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments insofar as permitted by law; (viii) in the event Participant is not an employee of the Company, this Award will not be interpreted to form an employment contract or relationship with the Company or any Subsidiary or Affiliate; (ix) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (x) the value of the Shares may increase or decrease in value; (xi) in consideration of the grant of this Award, no claim or entitlement to compensation or damages shall arise from termination of this Award or diminution in value of Shares subject to the Award resulting from termination of Participant’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, Participant shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (xii) except as otherwise expressly provided in the Plan, in the event of involuntary termination of employment (whether or not in breach of local labor laws), Participant’s right to receive Awards under the Plan, if any, will terminate effective as of the date that Participant is no longer actively employed and will not be extended by any notice period mandated under local law; furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), Participant’s right to this Award after termination of employment, if any, will be measured by the date of termination of Participant’s active employment and will not be extended by any notice period mandated under local law; the Committee shall have the exclusive discretion to determine when Participant is no longer actively employed for purposes of this Award.
18. Consent for Accumulation and Transfer of Data . Participant consents to the accumulation and transfer of data concerning him or her and the Award to and from the Company and UBS (or such other agent as may administer the Plan on behalf of the Company from time to time). In addition, Participant understands that the Company holds certain personal information about Participant, including but not limited to his or her name, home address, telephone number, date of birth, social security number, salary, nationality, job title, and details of all grants or awards vested, unvested, or expired (the “personal data”). Certain personal data may also constitute “sensitive personal data” within the meaning of applicable local law. Such data include but are not limited to information provided above and any changes thereto and other appropriate personal and financial data about Participant. Participant hereby provides explicit consent to the Company to process any such personal data and sensitive personal data. Participant also hereby provides explicit consent to the Company to transfer any such personal data and sensitive personal data outside the country in which Participant is employed, and to the United States. The legal persons for whom such personal data are intended are the Company, UBS, and any company providing services to the Company in connection with compensation planning purposes or the administration of the Plan.
19. Plan Information . Participant agrees to receive copies of the Plan, the Plan prospectus and other Plan information, including information prepared to comply with laws outside the United States, from the Plan website at UBS (or such other agent as may administer the Plan on behalf of the Company from time to time) referenced above and shareholder information, including copies of any annual report, proxy statement, Form 10-K, Form 10-Q, Form 8-K and other information filed with the SEC, from the investor relations section of the Equifax website at www.equifax.com. Participant acknowledges that copies of the Plan, Plan prospectus, Plan information and shareholder information are available upon written or telephonic request to the Company’s Corporate Secretary.
20. Plan Incorporated by Reference; Conflicts . The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to Participant’s interest except by means of a writing signed by the Company and Participant. Notwithstanding the foregoing, nothing in the Plan or this Agreement shall affect the validity or interpretation of any duly authorized written agreement between the Company and Participant under which an Award properly granted under and pursuant to the Plan serves as any part of the consideration furnished to Participant. If provisions of the Plan and this Agreement conflict, the Plan provisions will govern.
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21. Participant Bound by Plan . Participant acknowledges receiving a summary of the Plan, and agrees to be bound by all the terms and conditions of the Plan. Except as limited by the Plan or this Agreement, this Agreement is binding on and extends to the legatees, distributees and personal representatives of Participant and the successors of the Company.
22. Governing Law . This Agreement has been made in and shall be construed under and in accordance with the laws of the State of Georgia, USA without regard to conflict of law provisions.
23. Translations . If Participant has received this or any other document related to the Plan translated into any language other than English and if the translated version is different than the English version, the English version will control.
24. Severability . The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
25. Section 409A .
(a) General . To the extent that the requirements of Code Section 409A are applicable to this Award, it is the intention of both Company and Participant that the benefits and rights to which Participant could be entitled pursuant to this Agreement comply with Code Section 409A and the Treasury Regulations and other guidance promulgated or issued thereunder (“Section 409A”), and the provisions of this Agreement shall be construed in a manner consistent with that intention. The Plan and any Award Agreements issued thereunder may be amended in any respect deemed by the Administrator to be necessary in order to preserve compliance with Section 409A.
(b) No Representations as to Section 409A Compliance . Notwithstanding the foregoing, Company makes no representation to Participant that the Shares awarded pursuant to this Agreement are exempt from, or satisfy, the requirements of Section 409A, and Company shall have no liability or other obligation to indemnify or hold harmless Participant or any beneficiary for any tax, additional tax, interest or penalties that Participant or any beneficiary may incur in the event that any provision of this Agreement, or any amendment or modification thereof or any other action taken with respect thereto is deemed to violate any of the requirements of Section 409A.
(c) Six Month Delay for Specified Participants .
(i) If Participant is a “Specified Employee” (as defined below), then no payment or benefit that is payable on account of Participant’s “Separation from Service” (as determined by the Company in accordance with Section 409A) shall be made before the date that is six months and one day after Participant’s “Separation from Service” (or, if earlier, the date of Participant’s death) if and to the extent that such payment or benefit constitutes deferred compensation (or may be nonqualified deferred compensation) under Section 409A and such deferral is required to comply with the requirements of Section 409A. Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule.
(ii) For purposes of this provision, Participant shall be considered to be a “Specified Employee” if, at the time of his or her Separation from Service, Participant is a “key employee”, within the meaning of Code Section 416(i), of Company (or any person or entity with whom the Company would be considered a single employer under Section 414(b) or Section 414(c) of the Code, applying the 20 percent common ownership standard) any stock of which is publicly traded on an established securities market or otherwise.
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(d) No Acceleration of Payments . Neither Company nor Participant, individually or in combination, may accelerate any payment or benefit that is subject to Section 409A, except in compliance with Section 409A and the provisions of this Agreement, and no amount that is subject to Section 409A shall be paid prior to the earliest date on which it may be paid without violating Section 409A.
PARTICIPANT | EQUIFAX INC. | |||
(Signature) | By: | |||
Coretha M. Rushing | ||||
Chief Human Resources Officer | ||||
(Printed Name) | ||||
(Date) |
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933.
#193221 (1/14/14)
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APPENDIX A
POLICY ON RECOVERY OF INCENTIVE PAYMENTS
Application
The following policy on recovery of incentive payments is adopted by the Compensation, Human Resources & Management Succession Committee of the Board of Directors (“Committee”) of Equifax Inc. (“Company”) effective February 4, 2010, for Incentive Compensation awarded or paid for fiscal years beginning after December 31, 2009.
The Committee may, in its sole discretion, in appropriate circumstances and to the extent permitted by governing law, direct the Company to require recovery of all or a portion of any Incentive Compensation awarded or paid to any Employee where:
1. | The payment was predicated upon achieving certain financial results that were subsequently the subject of a material restatement of Company financial statements filed with the U.S. Securities and Exchange Commission (“SEC”); |
2. | The Committee determines the Employee engaged in Misconduct that contributed to the need for the material restatement; and |
3. | A lower Incentive Compensation payment would have been made to the Employee based upon the restated financial results. |
.
The Committee in its discretion also may direct the Company to seek to recover the excess amount of any Incentive Compensation awarded or paid to a Covered Officer for a fiscal period if the result of a performance measure upon which the award was based or paid is subsequently restated or otherwise adjusted in a manner that would reduce the size of the award or payment, regardless of whether the Covered Officer committed any Misconduct. Where the result of a performance measure was considered in determining the compensation awarded or paid, but the Incentive Compensation is not awarded or paid on a formulaic basis, the Committee will determine in its discretion the amount, if any, by which the payment or award should be reduced.
· | “Employee” for purposes of this policy shall mean any current or former employee of the Company or any subsidiary or affiliate thereof. |
· | “Covered Officer” shall mean the CEO and any current or former direct report to the CEO, including without limitation the Chief Accounting Officer, the head of Internal Audit, and any other elected officer or executive officer as defined under the Securities Exchange Act of 1934, as amended. |
· | “Misconduct” shall mean a knowing violation of SEC rules and regulations or Company policy. |
· | “Incentive Compensation” shall mean bonuses, annual incentive plan awards, or performance-based equity awards granted under the Company’s 2008 Omnibus Incentive Plan or successor thereto. |
Amount to be Recovered
In each such instance, the Company will, to the extent practicable, seek to recover from the individual Covered Officer the amount by which the individual’s Incentive Compensation for the relevant periods exceeded the lower payment that would have been made based on the restated financial results. In addition, if an Employee engaged in Misconduct that contributed to award or payment of Incentive Compensation to him or her that is greater than would have been paid or awarded in the absence of Misconduct, the Company may take other remedial and recovery action, as determined by the Committee in its discretion, including recovery of all or part of the Incentive Compensation. The Company shall notify an Employee within 12 months after the date of any financial restatement of its intent to recover amounts under this policy.
Methods for Recovery
The Committee shall determine whether the Company shall effect any such recovery: (i) by seeking repayment from the Employee; (ii) by reducing (subject to applicable law and the terms and conditions of the applicable plan, program or arrangement) the amount that would otherwise be payable to the Employee under any compensatory plan, program, or arrangement maintained by the Company; (iii) by withholding payment of future increases in compensation (including the payment of any discretionary bonus amount) or grants of compensatory awards that would otherwise have been made in accordance with the Company’s otherwise applicable compensation practices; or (iv) by any combination of the foregoing. This policy shall be in addition to any other equitable or legal remedy that may be taken by the Company with respect to the subject matter of this policy.
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Exhibit 21.1
LIST OF EQUIFAX INC. SUBSIDIARIES
Registrant - Equifax Inc. (a Georgia corporation)
The Registrant owns, directly or indirectly, 100% of the stock of the following subsidiaries as of December 31, 2013 (all of which are included in the consolidated financial statements), except as noted in the footnotes below:
State or | ||
Country of | ||
Name of Subsidiary | Incorporation | |
AcreditoBuro de InformacionCrediticia, SA (19) | Ecuador | |
Anakam, Inc. | Delaware | |
Anakam Information Solutions, LLC (24) | Delaware | |
Austin Consolidated Holdings, Inc. | Texas | |
Compliance Data Center LLC (1) | Georgia | |
Computer Ventures, Inc. (1) | Delaware | |
DataVision Resources, LLC (2) | Iowa | |
EFX de Costa Rica, S.A. (17) | Costa Rica | |
EFX Holdings Ltd. (16) | Mauritius | |
Equifax Americas B.V. (8) | The Netherlands | |
Equifax Acquisition Holdings LLC (26) | Georgia | |
Equifax Ecuador C.A. Buró de Información Crediticia (19) | Ecuador | |
Equifax Canada Co. (18) | Nova Scotia | |
Equifax Canadian Holdings Co. (26) | Nova Scotia | |
Equifax Commercial Services Ltd. (4) | Ireland | |
Equifax Consumer Services LLC (15) | Georgia | |
Equifax Database Services, Inc. | Delaware | |
Equifax Decision Systems, B.V. (4) | TheNetherlands | |
Equifax do Brasil Holdings Ltda. (6)(13) | Brazil | |
Equifax do Brasil Ltda. (12)(13) | Brazil | |
Equifax Enterprise Services LLC | Georgia | |
Equifax EUA Limited (23) | United Kingdom | |
Equifax Europe LLC (26) | Georgia | |
Equifax Funding LLC | Georgia | |
Equifax Information Services LLC | Georgia |
Equifax Information Services of Puerto Rico, Inc. (15) | Georgia |
Equifax Information Technology LLC | Georgia |
Equifax Investment (South America) LLC (6) | Georgia |
Equifax Luxembourg S.À R.L. | Luxembourg |
Equifax Luxembourg (No. 2) S.À R.L. (26) | Luxembourg |
Equifax Luxembourg (No. 3) S.À R.L. (14)(21) | Luxembourg |
Equifax Luxembourg (No. 4) S.À R.L. (25) | Luxembourg |
Equifax Luxembourg (No. 5) S.À R.L. (23) | Luxembourg |
Equifax Marketing Solutions LLC (1) | Florida |
Equifax Limited (4) | England |
Equifax Secure UK Ltd. (1) | United Kingdom |
Equifax Software Systems Private Ltd. (22) | India |
Equifax South America LLC (17) | Georgia |
Equifax Spain Holdings S.L. (3)(26) | Spain |
Equifax Special Services LLC (1) | Georgia |
Equifax Technologies India Private Limited (22)(16) | India |
Equifax Technology Solutions LLC | Georgia |
Equifax UK AH Limited (26) | England |
Equifax Uruguay S.A. (6) | Uruguay |
eThority LLC (2) | South Carolina |
IntelliReal LLC | Colorado |
Inversiones Equifax de Chile Ltda. (6) | Chile |
IXI Corporation | Delaware |
Matrix Intelligence, LLC (2) | Delaware |
Net Profit, Inc. (2) | South Carolina |
Propago S.A. (7) | Chile |
Rapid Reporting Verification Company, LLC (2) | Texas |
Servicios Equifax Chile Ltda. (7) | Chile |
Servicios Integrales de Informacion S.A. (21) | Peru |
TALX Confirmation Direct, Inc. (2) | Missouri |
TALX Corporation (8) | Missouri |
TALX Fastime Services, Inc. (2) | Texas |
TALX Tax Credits and Incentives, LLC (2) | Missouri |
NOTES :
Registrant’s subsidiary Equifax Spain Holdings S.L. owns 85.4% of the stock of Equifax Iberica, S.L. (Spain), which owns 95% of ASNEF/Equifax Servicios de Informacion Sobre Solvencia y Credito S.L. (Spain); 100% of the stock of Equifax Fraude, S.L.; 95% of the stock of Equifax Plus, S.L., and 50% of the stock of Credinformacoes Informacoes de CreditoLda. (Portugal), along with Equifax Decision Systems, B.V. which owns 25%.
Registrant’s subsidiary Equifax South America LLC owns 100% of the stock of Inversiones Equifax de Chile S.A. which owns 100% of the stock of Servicios Equifax Chile Ltda. Equifax South America LLC owns 76.04% of the stock of Equifax Centroamerica, S.A. de C.V. (El Salvador), which owns 100% of the stock of Equifax Honduras, Central de Riesgo Privada, S.A. (Honduras). Equifax South America LLC owns 16% of the stock of Equifax Peru S.A., along with Servicios Equifax Chile Ltda. (Chile) which owns 35%. Equifax Peru S.A. owns 100% of Acelor SAC (Peru), and 100% of Servicios Integrales de Informacion S.A. (Peru).
Registrant’s subsidiary Equifax Spain Holdings S.L. (Spain) owns 79.49% of the stock of Organizacion Veraz, S.A. (Argentina), and together these two entities own 98.9% of Transalud, S.A. (Argentina).
Registrant’s subsidiary Equifax Acquisition Holdings LLC owns 87.7085% of the stock of Grupo Inffinix, S.A. de C.V. (Mexico)(“Grupo”) and all of Grupo’s wholly-owned subsidiaries, as follows: Inffinix Limited (Hong Kong), Inffinix Software, S.L. (Spain); Inffinix Software, S.A. de C.V. (Mexico); Inffinix Administración, S.A. de C.V. (Mexico); Inffinix Assets, S.A. de C.V. (Mexico); Infosistemas Financieros, S.A. de C.V. (Mexico); and Inffinix Software Comercio, Servicios, Importação e Expostação, Ltda. (Brazil);
Registrant’s subsidiary Equifax Americas B.V. (the Netherlands) owns 65% of the stock of Equifax Paraguay S.A. (Paraguay), which owns 99.99% of the stock of Informconf S.A. (Paraguay), along with Equifax Information Services of Puerto Rico Inc., which owns the remaining 0.01% of Informconf S.A. stock.
Registrant’s subsidiary Equifax do Brasil Holdings Ltda. (Brazil) holds 15% of the stock of BOA Vista Servicios S.A. (Brazil), and 9.5% of the stock of Neuroanalítica Participações Ltda. (Brazil), ), which owns 57% of Neurotech Technologica da Informacao S.A. (Brazil).
Registrant’s subsidiary Equifax Decision Systems, B.V. (the Netherlands) owns 50% of Equifax Credit Services LLC (Russia). Equifax Decision Systems, B.V. (the Netherlands), through its wholly-owned subsidiary, EFX Holdings Limited (Mauritius), owns 47.43% of Equifax Credit Information Services Private Limited (India) and 51% of Net Positive Business Analytics Private Limited (India), and its wholly-owned subsidiaries NettPositive Business Intelligence Solutions Pvt. Ltd (India), NettPositive Inc. (New Jersey), and NettPositive Analytics FZD (UAD).
Registrant’s subsidiary Equifax Information Services LLC holds a 33% interest in Opt-Out Services LLC (Delaware), 33% interest in VantageScore Solutions, LLC (Delaware), 33% of New Management Services LLC (Delaware), 25% of Online Data Exchange LLC (Delaware) and 33% of Central Source LLC (Delaware).
(1) Subsidiary of Equifax Information Services LLC
(2) Subsidiary of TALX Corporation
(3) Subsidiary of Equifax Europe LLC
(4) Subsidiary of Equifax EUA Ltd.
(5) Subsidiary of Equifax Limited
(6) Subsidiary of Equifax South America LLC
(7) Subsidiary of Inversiones Equifax de Chile Ltda.
(8) Subsidiary of Equifax Information Services of Puerto Rico, Inc.
(9) –Reserved—
(10) Subsidiary of Equifax Marketing Solutions LLC
(11) –Reserved—
(12) Subsidiary of Equifax do Brasil Holdings Ltda.
(13) Subsidiary of Equifax Investment (South America) LLC
(14) Subsidiary of Equifax Americas B.V.
(15) Subsidiary of Equifax Database Services, Inc.
(16) Subsidiary of Equifax Decision Systems, B.V.
(17) Subsidiary of Equifax Spain Holdings, S.L.
(18) Subsidiary of Equifax Canadian Holdings Co.
(19) Subsidiary of Servicios Equifax Chile Ltda.
(20) –Reserved—
(21) Subsidiary of Equifax Luxembourg (No. 4) S.À R.L.
(22) Subsidiary of EFX Holdings Ltd.
(23) Subsidiary of Equifax Luxembourg (No. 3) S.À R.L.
(24) Subsidiary of Anakam, Inc.
(25) Subsidiary of Equifax Luxembourg S.À R.L.
(26) Subsidiary of Equifax Luxembourg (No. 5) S.À R.L.
(27) –Reserved—
(28) Subsidiary of Equifax Settlement Services Holding LLC
(29) Subsidiary of Equifax Settlement Services LLC
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:
1. | Registration Statement on Form S-8 pertaining to the Equifax Inc. Omnibus Stock Incentive Plan (File No. 33-34640); |
2. | Registration Statement on Form S-8 pertaining to the Equifax Inc. Employee Stock Incentive Plan (File No. 33-58734); |
3. | Registration Statement on Form S-8 pertaining to the Equifax Inc. 1995 Employees Stock Incentive Plan (File No. 33-58627); |
4. | Registration Statement on Form S-8 pertaining to the Equifax Inc. Omnibus Stock Incentive Plan and Equifax Inc. Employee Stock Incentive Plan to be funded in part through the Equifax Inc. Employee Stock Benefits Trust (File No. 33-86978); |
5. | Registration Statement on Form S-8 pertaining to the Equifax Inc. Omnibus Stock Incentive Plan and Equifax Inc. Employee Stock Incentive Plan to be funded in part through the Equifax Inc. Employee Stock Benefits Trust (File No. 33-71200); |
6. | Registration Statement on Form S-8 pertaining to the Equifax Inc. Global Stock Sale Program to be funded through the Equifax Inc. Employee Stock Benefits Trust (File No. 333-52203); |
7. | Registration Statement on Form S-8 pertaining to the Equifax Inc. Special Recognition Bonus Award Plan to be funded through the Equifax Inc. Employee Stock Benefits Trust (File No. 333-52201); |
8. | Registration Statement on Form S-8 pertaining to the Equifax Inc. Non-Employee Director Stock Option Plan (File No. 333-68421); |
9. | Registration Statement on Form S-8 pertaining to the Equifax Inc. 1995 Employee Stock Incentive Plan (File No. 333-68477); |
10. | Registration Statement on Form S-8 pertaining to the Equifax Inc. 2000 Stock Incentive Plan (File No. 333-48702); |
11. | Registration Statement on Form S-8 pertaining to the Equifax Inc. 401(k) Plan (File No. 333-97875); |
12. | Registration Statement on Form S-3 pertaining to the acquisition of Commercial Data Center (File No. 333-54764); |
13. | Registration Statement on Form S-8 pertaining to the Equifax Director and Executive Stock Deferral Plan (File No. 333-110411); |
14. | Registration Statement on Form S-8 pertaining to the Equifax Inc. Non-Employee Director Stock Option Plan (File No. 333-116185); |
15. | Registration Statement on Form S-8 pertaining to the Equifax Inc. 2001 Nonqualified Stock Incentive Plan (File No. 333-116186); |
16. | Registration Statement on Form S-3 pertaining to the registration of an offering by selling security holders of 443,337 shares of Equifax common stock (File No. 333-129123); |
17. | Registration Statement on Form S-8 pertaining to the Equifax Inc. Director Deferred Compensation Plan (File No. 333-140360); |
18. | Registration Statement on Form S-8 pertaining to the TALX Corporation 2005 Omnibus Incentive Plan, TALX Corporation Amended and Restated 1994 Stock Option Plan, and TALX Corporation Outside Directors’ Stock Option Plan (File No. 333-142997); |
19. | Registration Statement on Form S-3 pertaining to the shelf registration of Equifax Inc. debt securities (File No. 333-144009); |
20. | Registration Statement on Form S-8 pertaining to the Equifax Inc. 2008 Omnibus Incentive Plan (File No. 333-152617); |
21. | Registration Statement on Form S-3ASR pertaining to the shelf registration of Equifax Inc. debt and equity securities (File No. 333-168429); and |
22. | Registration Statement on Form S-8 pertaining to the amended and restated Equifax Inc. 2008 Omnibus Incentive Plan equity securities (File No. 333-190190) |
of our reports dated February 27, 2014, with respect to the consolidated financial statements and schedule of Equifax Inc. and the effectiveness of internal control over financial reporting of Equifax Inc. included in this Annual Report (Form 10-K) of Equifax Inc. for the year ended December 31, 2013.
/s/ Ernst & Young LLP | |
Atlanta, Georgia | |
February 27, 2014 |
EXHIBIT 31.1
CERTIFICATIONS
I, Richard F. Smith, certify that:
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 27, 2014 | /s/ Richard F. Smith |
Richard F. Smith | |
Chairman and Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATIONS
I, Lee Adrean, certify that:
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 27, 2014 | /s/ Lee Adrean |
Lee Adrean | |
Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U. S. C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Equifax Inc. (the “Company”) on Form 10-K for the period ended December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard F. Smith, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: February 27, 2014 | /s/ Richard F. Smith |
Richard F. Smith | |
Chairman and Chief Executive Officer |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U. S. C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Equifax Inc. (the “Company”) on Form 10-K for the period ended December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lee Adrean, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: February 27, 2014 | /s/ Lee Adrean |
Lee Adrean | |
Chief Financial Officer |