Equifax (EFX) 10-K risk factor changes: FY2017 vs FY2016
The 2017-12-31 10-K against the 2016-12-31 one, compared heading by heading and sentence by sentence. One of these filings carries no fiscal year tag, so its year is the calendar year of the period end.
Item 1A61 rewritten135 added41 removed133 unchanged
All filing items1,041 rewritten1,090 added480 removed2,107 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: only 0 carried over between the two years, which usually means one filing was read wrongly, so none is reported as new or removed.
- Sentence by sentence, 1,090 added, 480 removed, 1,041 rewritten and 2,107 unchanged across 19 items that differ.
- New this year: Item 9B. OTHER INFORMATION; Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS; Item 16. FORM 10-K SUMMARY.
Sentences by item
22 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2017; struck-through words were in FY2016. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
61 rewritten, 135 added, 41 removed, 133 unchanged
Negative changes in general economic conditions, including interest rates, unemployment rates, income, home prices, investment values and consumer confidence, could [removed: materially] adversely affect us.
Our customer base suffers when financial markets experience volatility, illiquidity and disruption, which has occurred in the past and which could reoccur, and the potential for increased and continuing disruptions going [removed: forward, present] [added: forward presents] considerable risks to our business and revenue.
High or rising rates of unemployment and interest, declines in income, home prices or investment values, lower consumer confidence and reduced access to credit adversely affect demand for our products and services, and consequently our revenue and results of operations, as consumers may [removed: continue to] postpone or reduce their spending and use of credit, and lenders may reduce the amount of credit offered or available.
[removed: Although historically we have not experienced material issues in this regard,] [added: For a variety of reasons, including concerns of data furnishers arising out of the 2017 cybersecurity incident, legislatively or judicially imposed restrictions on use, additional security breaches or competitive reasons,] our data sources could withdraw, delay receipt of or increase the cost of their data provided to [removed: us for a variety of reasons, including legislatively or judicially imposed restrictions on use, security breaches or competitive reasons.][added: us.]
If a substantial number of data sources or certain key data sources were to withdraw or be unable to provide their data, if we were to lose access to data due to government regulation, if we lose exclusive right to the use of data, or if the [removed: collection] [added: collection, disclosure or use] of data becomes uneconomical, our ability to provide products and services to our clients could [removed: be materially adversely impacted,] [added: have a significant negative impact,] which could result in decreased revenue, net income and earnings per [removed: share.][added: share and reputational loss.]
As a result, our competitors may be in a position to respond more quickly than we can to new or emerging technologies and changes in customer requirements, or may devote greater resources than we can to the development, enhancement, promotion, sale and support of products and [removed: services.][added: services, or some of our customers may develop products of their own that replace the products they currently purchase from us, which would result in lower revenue.]
We also sell our information to competing firms, and buy information from certain of our competitors, in order to sell “tri-bureau” and other products, most notably into the [added: U.S.] mortgage [removed: and direct to consumer markets.][added: market.]
Some of our competitors may choose to sell products [removed: competitive to] [added: that compete with] ours at lower prices by accepting lower margins and profitability, or may be able to sell products competitive to ours at lower [removed: prices] [added: prices, individually or as a part of integrated suites,] given proprietary ownership of data, technological superiority or economies of scale.
Since a significant portion of our operating expenses is relatively fixed in nature due to sales, information technology and development and other [added: costs, if we were unable to respond quickly enough to changes in competition or customer demand, we could experience further reductions in our operating margins.]
If we do not introduce successful new products, services and analytical capabilities in a timely manner, [added: or if the market does not adopt] our [added: new services, our] competitiveness and operating results will suffer.
[removed: Governmental] [added: In addition, governmental] agencies in particular have increased the amount of information to which they provide free public access and these or other sources of free or relatively inexpensive consumer information from competitors or other commercial sources may reduce demand for our services, particularly in our USIS and Global Consumer Solutions business units.
[removed: In addition, recently] [added: Recently,] there [added: also] has been an increase in companies offering free or low-cost direct to consumer credit services (such as credit scores, reports and monitoring) as part of alternative business models that use such services as a means to introduce consumers to [removed: premium] [added: other] products and services.
Security breaches [added: like the cybersecurity incident announced in September 2017] and other disruptions to our information technology infrastructure could [added: compromise Company, consumer and customer information,] interfere with our operations, [added: cause us to incur significant costs for remediation] and [removed: could compromise Company, customer] [added: enhancement of our IT systems] and [removed: consumer information, exposing] [added: expose] us to [removed: liability] [added: legal liability, all of] which could [removed: cause] [added: have a substantial negative impact on] our business and [removed: reputation to suffer.][added: reputation.]
[removed: Additionally,] [added: In the ordinary course of business,] we [removed: collect] [added: collect, process, transmit] and store sensitive data, including intellectual property, proprietary business information and personally identifiable information of [removed: our customers, employees, consumers and suppliers, in data centers and on information technology networks.][added: consumers.]
The secure [removed: and uninterrupted] operation of [removed: these] [added: our information technology] networks and systems, and of the processing and maintenance of this information, is critical to our business operations and strategy.
Despite our substantial investment in physical and technological security measures, employee [removed: training, contractual precautions] [added: training] and [removed: business continuity plans,] [added: contractual precautions,] our information technology networks and infrastructure [removed: or] [added: (or] those of our third-party vendors and other service [removed: providers could be] [added: providers) are] vulnerable to [removed: damage, disruptions, shutdowns,] [added: unauthorized access to data] or breaches of confidential [added: information due to criminal conduct, attacks by hackers, employee or insider malfeasance and/or human error.]
We [removed: are regularly the target of attempted cyber and other security threats and] must continuously monitor and develop our information technology networks and infrastructure to prevent, detect, address and mitigate the risk of unauthorized access, misuse, computer viruses and other events that could have a security impact.
Insider or employee cyber and security threats are [removed: increasingly] [added: also] a [added: significant] concern for all [removed: large] companies, including ours.
Any such access, disclosure or other loss of information could subject us to [added: significant additional] litigation, regulatory fines, [removed: penalties] [added: penalties, losses of customers] or reputational damage, any of which could have a [removed: material effect] [added: significant negative impact] on our cash flows, competitive position, financial condition or results of operations.
[removed: Also,] [added: In addition,] our third-party insurance coverage will vary from time to time in both type and amount depending on availability, cost and our decisions with respect to risk retention.
We and our customers are subject to various current [added: laws and] governmental regulations, and could be affected by new laws or regulations, [added: including as a result of the 2017 cybersecurity incident,] compliance with which may cause us to incur significant expenses and change our business practices, and if we fail to maintain satisfactory compliance with certain regulations, we could be subject to civil or criminal penalties.
We are subject to a number of U.S. [removed: and state] [added: federal, state, local] and foreign laws and regulations relating to consumer privacy, data and financial protection.
[removed: Foreign data protection, privacy, consumer protection and other laws and regulations are often more restrictive than those in the U.S. There] [added: For example, there] are [removed: also] a number of legislative proposals pending before the U.S. Congress, various state legislative bodies and foreign governments concerning data protection [added: due to our 2017 cybersecurity incident and other high-profile breaches] that could affect [removed: us.][added: us and the President of the United States could act by Executive Order.]
See [removed: “Item] [added: Item] 1.
Additionally, we cooperate with CFPB supervisory examinations and respond to other [removed: state and] [added: state,] federal [added: and foreign government] investigations of our business practices.
Any failure by us to comply with, or remedy any violations of, applicable laws and regulations could result in the curtailment of certain of our operations, the imposition of fines and penalties, [removed: and] [added: liability to private plaintiffs as a result of individual or class action litigation,] restrictions on our ability to carry on or expand our [removed: operations.][added: operations, and reputational harm.]
These laws and regulations (as well as actions that may be taken by legislatures and regulatory bodies in other countries) and the consequences of any violation could limit our ability to pursue business opportunities we might otherwise consider engaging in, impose additional costs on us, result in significant loss of revenue, result in significant restitution and fines, impact the value of assets we hold, or otherwise [removed: significantly] adversely affect our business.
[removed: We] [added: In addition to what we] are [added: currently experiencing due to the 2017 cybersecurity incident, we are] regularly involved in claims, suits, government investigations, supervisory examinations and regulatory proceedings arising from the ordinary course of our business, including actions with respect to consumer protection and data protection, including purported class action lawsuits.
Such claims, suits, government [removed: investigations,] [added: investigations] and proceedings are inherently uncertain and their results cannot be predicted with certainty.
[removed: If] [added: In addition, if] we are unable to make acquisitions or successfully develop and maintain joint ventures and other alliances, our growth may be adversely impacted.
[removed: In addition, the] [added: The] acquisition, integration or divestiture of businesses by us may not produce the expected [removed: financial or] [added: financial,] operating [removed: results.][added: results or IT and data security profile we expect.]
[removed: During] [added: Furthermore, during] 2016, we acquired Veda, the leading provider of credit information and analysis in Australia and New Zealand, for cash consideration plus debt assumed of approximately $1.9 [removed: billion as well as other smaller businesses.][added: billion.]
In January 2014, we acquired [removed: the] TDX, a debt placement service and debt management platform company in the United Kingdom for approximately $323 million.
[removed: Expected] [added: Acquisitions may not be completed on favorable terms, and the expected] benefits, synergies and growth from these initiatives may not materialize as planned.
We may have difficulty assimilating new businesses and their products, services, [removed: technologies] [added: technologies, IT systems] and personnel into our operations.
We may also have difficulty integrating and operating businesses in countries and geographies where we do not currently have a significant [removed: presence.][added: presence, and acquisitions of businesses having a significant presence outside of the U.S. will increase our exposure to risks of conducting operations in international markets.]
These difficulties could disrupt our ongoing business, distract our management and workforce, increase our expenses and [removed: materially] adversely affect our operating results and financial condition.
Although we have implemented service level agreements and have established monitoring controls, if our outsourcing vendors fail to perform their obligations in a timely manner or at satisfactory quality [added: levels including with respect to data and system security, or increase prices for their services to unreasonable] levels, our ability to bring products to market and support our customers, and our reputation could suffer.
Any failure to perform on the part of these third-party providers could impair our ability to operate effectively and could result in lower future revenue, [removed: unexecuted] [added: unrealized] efficiencies and adversely impact our results of operations and our financial condition.
Also, the government programs to which we provide services, or which are the basis of compliance services we provide non-governmental clients, including, in particular, the [added: employer requirements under the] Affordable Care Act, may be terminated or substantially altered by the government and our services would no longer be needed.
In 2017, we were the target of a cybersecurity attack that involved the theft of certain personally identifiable information of U.S., Canadian and U.K. consumers.
As a result of an ongoing analysis of data stolen in the 2017 cybersecurity incident, the Company recently announced that it was able to identify approximately 2.4 million U.S. consumers whose name and partial driver's license information were stolen, but who were not in the affected population of approximately 145.5 million consumers previously identified by the Company in 2017.
The Company is in the process of notifying these additional consumers.
It is possible that further analysis will identify additional consumers affected or additional types of data accessed, which could result in additional notifications and negative publicity.
Following the cybersecurity incident, we began undertaking significant remediation efforts and other steps to enhance our data security infrastructure.
In connection with these efforts, we have incurred significant costs and expect to incur additional significant costs as we take further steps to prevent unauthorized access to our systems and the data we maintain.
The actions we have taken are based on our investigation of the causes of the cybersecurity incident, but there will be additional changes needed to prevent a similar incident.
We cannot assure that all potential causes of the incident have been identified and remediated and will not occur again.
Because our products and services involve the storage and transmission of personal information of consumers, we will continue to routinely be the target of attempted cyber and other security threats by outside third parties, including technically sophisticated and well-resourced bad actors attempting to access or steal the data we store.
In addition, the 2017 cybersecurity incident may embolden individuals or groups to target our systems.
If we experience additional breaches of our security measures, including from incidents that we fail to detect for a period of time, sensitive data may be accessed, stolen, disclosed or lost.
We expect our insurance coverage will not be adequate to compensate us for all losses that may occur due to the 2017 cybersecurity incident and we cannot ensure that our insurance policies in the future will be adequate to cover losses from any future failures.
The government investigations and litigation resulting from the 2017 cybersecurity incident will continue to adversely impact our business and results of operations.
As a result of the 2017 cybersecurity incident, we are currently a party to a consolidated multi-district consumer class action lawsuit and a consolidated multi-district financial institution class action lawsuit, as well as securities class action lawsuits, shareholder derivative litigation and other lawsuits and claims allegedly arising out of the cybersecurity incident seeking monetary damages or other relief.
A number of U.S. federal, state, local and foreign governmental officials and agencies, including Congressional committees, the FTC, the CFPB, the SEC, the U.S. Department of Justice and state attorneys general offices in the U.S., the FCA in the U.K. and the Office of the Privacy Commissioner in Canada, continue to investigate events related to the 2017 cybersecurity incident, including how it occurred, the consequences thereof and our response thereto.
Additional lawsuits, investigations and reports related to the 2017 cybersecurity incident may be filed, commenced or issued.
The claims and investigations have resulted in the incurrence of significant external and internal legal costs and expenses and reputational damage to our business and are expected to continue throughout 2018 and beyond.
The resolution of these matters may result in damages, costs, fines or penalties substantially in excess of our insurance coverage, which, depending on the amount, could have a material adverse effect on our liquidity or compliance with our credit agreements.
If such damages, costs,
fines or penalties were great enough that we could not pay them through funds generated from operating activities and/or cause a default under our revolving credit facility, we may be forced to renegotiate or obtain a waiver under our revolving credit facility and/or seek additional debt or equity financing.
Such renegotiation or financing may not be available on acceptable terms, or at all.
In these circumstances, if we were unable to obtain sufficient financing, we may not be able to meet our obligations as they come due.
The outcome of such claims and investigations could also adversely affect or cause us to change how we operate our business.
The governmental agencies investigating the cybersecurity incident may seek to impose injunctive relief, consent decrees, or other civil or criminal penalties, which could, among other things, impact our ability to collect and use consumer information, materially increase our data security costs and/or otherwise require us to alter how we operate our business.
Any legislative or regulatory changes adopted in reaction to the cybersecurity incident or other companies’ data breaches could require us to make modifications to the operation of our business that could have an adverse effect and/or increase or accelerate our compliance costs.
Furthermore, these matters necessitate significant attention by management, which may divert the focus of management from the operation of our business resulting in an adverse impact on our results of operations.
The cybersecurity incident and the adverse publicity that followed have had a negative impact on our reputation, and we cannot assure it will not have a long-term effect on our relationships with our customers, our revenue and our business.
Our revenue growth in 2017 as compared to 2016 was negatively impacted by the cybersecurity incident.
Certain of our customers have determined to defer or cancel new contracts or projects and others could consider such actions unless and until we can provide assurances regarding our ability to prevent unauthorized access to our systems and the data we maintain.
Many of our customers are requiring security audits of our systems and any negative results of such audits may cause further losses of customers.
In addition, some of our current and potential customers and the contracts governing certain customer relationships, as well as certain of our data suppliers, require us to maintain International Organization for Standardization (“ISO”) certifications, such as ISO 27001 certification, that specify requirements for establishing, implementing, operating, monitoring, reviewing, maintaining and improving a documented information security management system.
Due to the 2017 cybersecurity incident, certain of our ISO certifications have been suspended and we will be required to take additional remediation steps to retain such certifications, which efforts may not be successful.
Additionally, certain of our payment card industry certifications have been suspended which could result in fines and loss of access to data if we are not able to complete the necessary remediation steps to retain these certifications, which would adversely affect our ability to offer certain products to customers.
If we are unable to demonstrate the security of our systems and the data we maintain and rebuild the trust of our customers, consumers and data suppliers, and if further negative publicity continues, we could experience a substantial negative impact on our business.
In addition, many of our competitors have extensive consumer relationships, including relationships with our current and potential customers.
Our relationships with key long-term customers may be materially diminished or terminated
We have long-standing relationships with a number of our customers, many of whom could unilaterally terminate their relationship with us or materially reduce the amount of business they conduct with us at any time.
Many of our material customer agreements can be terminated by the customer for convenience on advance written notice, which provides our customers with the opportunity to renegotiate their contracts with us or to award more business to our competitors.
We also provide our services to business partners who may combine them with their own or other branded services to be offered as a bundle to consumers, governmental agencies and businesses in support of fraud or credit protection, credit monitoring, identity authentication, insurance or credit underwriting, and collections.
Some of these partners are the largest providers of credit information or identity protection services to the consumer market.
costs, if we were unable to respond quickly enough to changes in competition or customer demand, we could experience further reductions in our operating margins.
In the ordinary course of business, we rely upon information technology networks and systems, some of which are managed by third parties, to process, transmit and store electronic information, and to manage or support a variety of business processes and activities, including business-to-business and business-to-consumer electronic commerce and internal accounting and financial reporting systems.
information due to criminal conduct, denial of service or other advanced persistent attacks by hackers, employee or insider error or malfeasance, or other disruptions during the process of upgrading or replacing computer software or hardware, power outages, computer viruses, telecommunication or utility failures or natural disasters or other catastrophic events.
Unauthorized access to data files or our information technology systems and applications could result in inappropriate use, change or disclosure of sensitive and/or personal data of our customers, employees, consumers and suppliers.
Although we are not aware of any material breach of our data, properties, networks or systems, if one or more of such events occur, this potentially could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen.
Our property and business interruption insurance may not be adequate to compensate us for all losses or failures that may occur.
Under Title X of the Dodd-Frank Act, the CFPB has broad powers to promulgate, administer and enforce consumer financial regulations, including those applicable to us and to many of our customers.
The CFPB has oversight of the FCRA, the federal regulation most directly impacting U.S. operations.
The CFPB is also charged with defining “unfair, deceptive or abusive acts and practices,” known as “UDAAP.” Also, where a company has violated Title X of the Dodd-Frank Act, or CFPB regulations under Title X, the Dodd-Frank Act empowers state attorneys general and state regulators to bring civil actions for the kind of cease and desist orders available to the CFPB (but not for civil penalties).
During 2016, the CFPB publicly announced 35 enforcement actions, imposing $300.5 million in civil money penalties, and ordering $34 million in restitution and $256.2 million in balance reductions.
In the U.K., we are subject to a regulatory framework which provides for primary regulation by the FCA.
The FCA focuses on consumer protection and market regulation as well as prudential supervision of regulated financial institutions.
The FCA has significant powers, including the power to regulate conduct related to the marketing of financial products, specify minimum standards and to place requirements on products, impose unlimited fines, and to investigate organizations and individuals.
In addition, the FCA is able to ban financial products for up to a year while considering an indefinite ban; it has the power to instruct firms to immediately retract or modify promotions which it finds to be misleading, and to publish such decisions.
Our core credit reporting (“credit reference”) and debt collections services 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.
Our license application for our debt collection services businesses (TDX) was approved in 2016, and our application for authorization in our capacity as a credit reference agency is under review.
Although we do not currently anticipate any issues in receiving authorization, to the extent applicable approvals are not obtained in a timely manner, or at all, we may not conduct these businesses in the U.K.
In Europe, we are subject to the E.U. Data Protection Regulation, or GDPR, which will replace the comprehensive 1995 European Union Data Protection Directive.
The GDPR establishes several obligations that organizations must follow with respect to use of personal data, including a prohibition on the transfer of personal information from the E.U. to other countries whose laws do not protect personal data to an "adequate" level of privacy or security.
The new standards for adequacy are generally stricter and more comprehensive than that of the U.S. and most other countries where Equifax operates.
In the U.K., regulatory limitations affect our use of the Electoral Roll, one of our key data sources in that jurisdiction.
Generally, the data underlying the products offered by our U.K. Information Services and Global Consumer Solutions product lines, excluding our Commercial Services products, are subject to these regulations.
In Spain and Portugal, privacy laws also regulate all credit
bureau and personal solutions activities.
The GDPR, among other things, will tighten data protection requirements and make enforcement more rigorous, for example, by streamlining enforcement at a European level, introducing data breach notification requirements and increasing penalties for non-compliance.
The GDPR was passed by the E.U. Parliament in the spring of 2016 and will become fully effective in May 2018, following a two-year implementation period.
New legislation regarding data protection and credit reporting is under consideration in several Latin American countries, including legislation that proposes to adopt EU standards.
Periodically, legislative amendments are proposed to prohibit the use of certain data for credit reference purposes, shorten the period during which data may be stored and create new access and notification rights for data subjects.
While the potential impact of the foregoing regulatory changes is unlikely to be material in the aggregate to our business, 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.
We are also subject to rules and regulations relating to consumer privacy, data and financial protection in the other jurisdictions in which we operate, including Australia and New Zealand.
If we violate, or otherwise fail to comply with these regulations, our International operating results could be adversely affected.
Business - Government Regulation” in this Form 10-K.
Business – Government Regulation” in this Form 10-K.
During 2013, we acquired TrustedID, a direct-to-consumer identity protection business, and several smaller international businesses.
Also, we may not be able to retain key management and other critical employees after an acquisition.
The impact of consolidation in our customer end markets is difficult to predict and may harm our business.
The financial services, mortgage, retail and telecommunications industries to which we sell our products and services are intensely competitive and have been subject to increasing consolidation.
Continuation of the consolidation trends in these and other industries could result in lower average prices for the larger combined entities, lower combined purchases of our services than were purchased cumulatively by separate entities prior to consolidation or existing competitors increasing their market share in newly consolidated entities, which could have a material adverse effect on our business, financial condition and results of operations.
We may not be able to compete successfully in an increasingly consolidated industry and cannot predict with certainty how industry consolidation will affect our competitors or us.
against development and sale of certain of our products or services.
An excerpt. Shown here: 40 of 61 rewritten, 40 of 135 added and 40 of 41 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2017 filing and the FY2016 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
201 rewritten, 293 added, 89 removed, 402 unchanged
The International segment consists of [removed: Europe,] Asia Pacific, [added: Europe,] Latin America and Canada.
[removed: Canada’s services are similar to our USIS offerings, while Europe,] Asia [removed: Pacific] [added: Pacific, Europe] and Latin America are made up of varying mixes of service lines that are [added: generally] in our USIS reportable segment.
[removed: In Europe, Asia Pacific and Latin America, we] [added: We] also provide information and technology services to support lenders and other creditors in the collections and recovery management process.
We currently have significant operations in the following countries: Argentina, Australia, Canada, Chile, Costa Rica, Ecuador, El Salvador, Honduras, India, Mexico, New Zealand, Paraguay, Peru, Portugal, the Republic of Ireland, Spain, the U.K., Uruguay and the U.S. We also offer Equifax branded credit services in India and Russia through joint ventures, we have investments in consumer and/or commercial credit information companies through joint [added: ventures in Cambodia, Malaysia, Singapore and Dubai, and have an investment in a consumer and commercial credit information company in Brazil.]
[removed: Of the countries we operate in, 73%] [added: Approximately 71%] of our revenue was generated in the U.S. during the twelve months ended December 31, [removed: 2016.][added: 2017.]
Key performance indicators for the twelve months ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014,] [added: 2015,] include the following:
| | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |
| Operating revenue | $ | [removed: 3,144.9] [added: 3,362.2] | | | $ | [removed: 2,663.6] [added: 3,144.9] | | | $ | [removed: 2,436.4] [added: 2,663.6] | |
| Operating revenue change | [removed: 18] [added: 7] | | % | | [removed: 9] [added: 18] | | % | | [removed: 6] [added: 9] | | % |
| Operating income | $ | [removed: 817.9] [added: 824.6] | | | $ | [removed: 693.9] [added: 817.9] | | | $ | [removed: 638.2] [added: 693.9] | |
| Operating margin | [removed: 26.0] [added: 24.5] | | % | | [removed: 26.1] [added: 26.0] | | % | | [removed: 26.2] [added: 26.1] | | % |
| Net income attributable to Equifax | $ | [removed: 488.8] [added: 587.3] | | | $ | [removed: 429.1] [added: 488.8] | | | $ | [removed: 367.4] [added: 429.1] | |
| Diluted earnings per share | $ | [removed: 4.04] [added: 4.83] | | | $ | [removed: 3.55] [added: 4.04] | | | $ | [removed: 2.97] [added: 3.55] | |
| Cash provided by operating activities | $ | [removed: 795.8] [added: 816.0] | | | $ | [removed: 742.1] [added: 823.0] | | | $ | [removed: 616.2] [added: 769.1] | |
| Capital expenditures* | $ | [removed: (191.5] [added: (214.0] | ) | | [removed: (150.7] [added: $] | [added: (191.5] | ) | | $ | [removed: (86.4] [added: (150.7] | ) |
Demand for our services tends to be correlated to general levels of economic activity and to consumer credit activity, [removed: both enhanced by our own initiatives to expand our products and markets served, and to] small commercial credit and marketing activity.
[added: U.S.] Mortgage market originations are expected to be down [removed: in the double digit range] for the [removed: year.][added: full year of 2018 versus 2017.]
TWELVE MONTHS ENDED DECEMBER 31, [removed: 2016, 2015] [added: 2017, 2016] AND [removed: 2014][added: 2015]
| | | | | | | | | | | | | | | [removed: 2016] [added: 2017] vs. [removed: 2015] [added: 2016] | | | | | | | [removed: 2015] [added: 2016] vs. [removed: 2014] [added: 2015] | | | | | |
| Operating Revenue | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | $ | | | | % | | | $ | | | | % | |
| U.S. Information Solutions | | $ | [removed: 1,236.5] [added: 1,262.7] | | | $ | [removed: 1,171.3] [added: 1,236.5] | | | $ | [removed: 1,079.9] [added: 1,171.3] | | | $ | [removed: 65.2] [added: 26.2] | | | [removed: 6] [added: 2] | % | | $ | [removed: 91.4] [added: 65.2] | | | [removed: 8] [added: 6] | % |
| International | | [removed: 803.6] [added: 932.3] | | | | [removed: 568.5] [added: 803.6] | | | | [removed: 572.2] [added: 568.5] | | | | [removed: 235.1] [added: 128.7] | | | | [removed: 41] [added: 16] | % | | [removed: (3.7] [added: 235.1] | | [removed: )] | | [removed: (1] [added: 41] | [removed: )%] [added: %] |
| Workforce Solutions | | [removed: 702.2] [added: 764.2] | | | | [removed: 577.7] [added: 702.2] | | | | [removed: 490.1] [added: 577.7] | | | | [removed: 124.5] [added: 62.0] | | | | [removed: 22] [added: 9] | % | | [removed: 87.6] [added: 124.5] | | | | [removed: 18] [added: 22] | % |
| Global Consumer Solutions | | [removed: 402.6] [added: 403.0] | | | | [removed: 346.1] [added: 402.6] | | | | [removed: 294.2] [added: 346.1] | | | | [removed: 56.5] [added: 0.4] | | | | [removed: 16] [added: —] | % | | [removed: 51.9] [added: 56.5] | | | | [removed: 18] [added: 16] | % |
| Consolidated operating revenue | | $ | [removed: 3,144.9] [added: 3,362.2] | | | $ | [removed: 2,663.6] [added: 3,144.9] | | | $ | [removed: 2,436.4] [added: 2,663.6] | | | $ | [removed: 481.3] [added: 217.3] | | | [removed: 18] [added: 7] | % | | $ | [removed: 227.2] [added: 481.3] | | | [removed: 9] [added: 18] | % |
Revenue for [removed: 2015] [added: 2017] increased by [removed: 9%] [added: 7%] compared to [removed: 2014.][added: 2016.]
The effect of foreign exchange rates reduced revenue by [removed: $75.7] [added: $6.0] million [removed: or 3%] in [removed: 2015] [added: 2017] compared to [removed: 2014.][added: 2016.]
| Operating Expenses | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | $ | | | | % | | | $ | | | | % | |
| Consolidated cost of services | | $ | [removed: 1,113.4] [added: 1,210.7] | | | $ | [removed: 887.4] [added: 1,113.4] | | | $ | [removed: 844.7] [added: 887.4] | | | $ | [removed: 226.0] [added: 97.3] | | | [removed: 25] [added: 9] | % | | $ | [removed: 42.7] [added: 226.0] | | | [removed: 5] [added: 25] | % |
| Consolidated selling, general and administrative expenses | | [removed: 948.2] [added: 1,039.1] | | | | [removed: 884.3] [added: 948.2] | | | | [removed: 751.7] [added: 884.3] | | | | [removed: 63.9] [added: 90.9] | | | | [removed: 7] [added: 10] | % | | [removed: 132.6] [added: 63.9] | | | | [removed: 18] [added: 7] | % |
| Consolidated depreciation and amortization expense | | [removed: 265.4] [added: 287.8] | | | | [removed: 198.0] [added: 265.4] | | | | [removed: 201.8] [added: 198.0] | | | | [removed: 67.4] [added: 22.4] | | | | [removed: 34] [added: 8] | % | | [removed: (3.8] [added: 67.4] | | [removed: )] | | [removed: (2] [added: 34] | [removed: )%] [added: %] |
| Consolidated operating expenses | | $ | [removed: 2,327.0] [added: 2,537.6] | | | $ | [removed: 1,969.7] [added: 2,327.0] | | | $ | [removed: 1,798.2] [added: 1,969.7] | | | $ | [removed: 357.3] [added: 210.6] | | | [removed: 18] [added: 9] | % | | $ | [removed: 171.5] [added: 357.3] | | | [removed: 10] [added: 18] | % |
Cost of services increased $226.0 million in 2016 compared to [removed: the prior year.][added: 2015.]
The increase in cost of services, when compared to [removed: 2014,] [added: 2016,] was due to the increase in production costs driven by higher revenues, as well as increases in [removed: people costs, and] [added: professional services related] to [removed: a lesser extent an increase] [added: the cybersecurity incident and] in [removed: professional services.][added: people costs.]
The effect of changes in foreign exchange rates reduced cost of services by [removed: $25.3] [added: $2.1] million.
The increase was offset by a decline in costs related to the [added: realignment of internal resources.]
Selling, general and administrative expenses increased [removed: $132.6] [added: $90.9] million in [removed: 2015] [added: 2017] as compared to [removed: 2014.][added: 2016.]
The impact of changes in foreign currency exchange rates decreased our selling, general and administrative expenses by [removed: $24.6] [added: $2.2] million.
| Operating Income and Operating Margin | | | | | | | | | | | | | | [removed: 2016] [added: 2017] vs. [removed: 2015] [added: 2016] | | | | | | | [removed: 2015] [added: 2016] vs. [removed: 2014] [added: 2015] | | | | | |
| | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | $ | | | | % | | | $ | | | | % | | |
2017 Cybersecurity Incident
In fiscal 2017, we experienced a cybersecurity incident following a criminal attack on our systems that involved the theft of certain personally identifiable information of U.S., Canadian and U.K. consumers.
Criminals exploited a U.S. website application vulnerability to gain unauthorized access to our network.
Based on our forensic investigation, the unauthorized access of information occurred from mid-May through July 2017.
The information accessed primarily includes names, Social Security numbers, birth dates, addresses and, in some instances, driver’s license numbers.
In addition, credit card numbers for approximately 209,000 U.S. and Canadian consumers, and certain dispute documents with personal identifying information for approximately 182,000 U.S. consumers, were accessed.
The investigation determined that personal information of approximately 19,000 Canadian consumers was impacted and approximately 860,000 potentially affected U.K. consumers were contacted regarding access to personal information.
The forensic investigation of the cybersecurity incident was, as previously disclosed, completed in the fourth quarter of fiscal 2017.
No evidence was found that the Company's core consumer, employment and income, or commercial credit reporting databases were accessed.
The Company acted promptly to notify the approximately 145.5 million U.S. consumers whose personally identifiable information the Company had identified in 2017 as potentially accessed.
As a result of an ongoing analysis of data stolen in the 2017 cybersecurity incident, the Company recently announced that it was able to identify approximately 2.4 million U.S. consumers whose name and partial driver’s license information were stolen, but who were not in the affected population of approximately 145.5 million consumers previously identified by the Company in 2017.
The Company is in the process of notifying these additional consumers.
As a result of the 2017 cybersecurity incident, we are party to numerous lawsuits and governmental investigations.
See Part I, Item 1A.
Risk Factors and Part I, Item 3.
Legal Proceedings for more information regarding these lawsuits and investigations.
We continue to cooperate with law enforcement in connection with the criminal investigation into the actors responsible for the cybersecurity incident.
Expenses Incurred.
Through December 31, 2017, the Company recorded $113.3 million of pretax expenses related to the cybersecurity incident.
We have included $14.2 million of these expenses in Cost of services and $99.1 million in Selling, general and administrative expenses in the accompanying Consolidated Statements of Income for the year ended December 31, 2017.
Expenses include costs to investigate and remediate the cybersecurity incident and legal and other professional services related thereto, all of which were expensed as incurred.
Product Liability.
Additionally, as a result of the cybersecurity incident, we offered free credit file monitoring and identity theft protection to all U.S. consumers.
We have recorded the expenses necessary to provide this service to those who signed up.
We have recorded $50.7 million through December 31, 2017 included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Income.
Litigation, Claims and Government Investigations.
As a result of the cybersecurity incident, we are subject to a significant number of proceedings and investigations as described in Part I, "Item 3.
Legal Proceedings." While we believe it is reasonably possible that we will incur losses associated with these proceedings and investigations, it is not possible to estimate the amount of loss or range of possible loss that might result from adverse judgments, settlements, penalties or other resolution of such proceedings and investigations based on the early stage of these proceedings and investigations, that alleged damages have not been specified, the uncertainty as to the certification of a class or classes and the size of any certified class, as applicable, and the lack of resolution on significant factual and legal issues.
The Company will continue to evaluate information as it becomes known and will record an estimate for losses at the time or times when it is both probable that a loss has been incurred and the amount of the loss is reasonably estimable.
The Company believes that the ultimate amount paid on these actions, claims and investigations could be material to the Company’s consolidated financial condition, results of operations, or cash flows in future periods.
Future Costs.
We expect to incur significant legal and other professional services expenses associated with the cybersecurity incident in future periods.
We will recognize these expenses as services are received.
Costs related to the cybersecurity incident that will be incurred in future periods will also include increased expenses and capital investments for IT and security.
We expect to incur increased expenses for insurance, finance, compliance activities, and to meet increased legal and regulatory requirements.
We will also incur increased costs to provide free services to consumers including increased customer support costs.
Insurance Coverage.
We maintain $125 million of cybersecurity insurance coverage, above a $7.5 million deductible, to limit our exposure to losses such as those related to the cybersecurity incident.
As of December 31, 2017, the Company has recorded a receivable of $35.0 million and received payments of $15 million for costs incurred to date that are reimbursable and probable of recovery under our insurance coverage.
Canada’s services are similar to our USIS offerings.
On February 24, 2016, we completed the acquisition of Veda for cash consideration plus debt assumed of approximately $1.9 billion.
We financed the cash portion of the purchase price through a combination of new debt, including the Term Loan, the 364-Day Revolver, and commercial paper.
Refer to Note 5 for further information on debt.
Following the acquisition of Veda, we have created an Asia Pacific reporting unit which consists mainly of our Australia and New Zealand operations.
ventures in Cambodia, Malaysia and Singapore, and have an investment in a consumer and commercial credit information company in Brazil.
*Amounts above also include capital expenditures in accounts payable.
In 2017, in the United States, we expect modest but improving growth in overall economic activity and consumer credit.
The economic environments impacting five of our six largest international operations, in the U.K., Australia, Canada, Argentina, and Chile, are expected to strengthen in 2017 relative to 2016.
In Spain, economic growth is expected to remain good in 2017, although somewhat slower than in 2016.
In addition, at their current levels, weaker foreign exchange rates compared to the prior year, will negatively impact both growth in revenue and profit when reported in U.S. dollars.
Over the long term, we expect that our ongoing investments in new product innovation, business execution, enterprise growth initiatives, technology infrastructure, and continuous process improvement will enable us to deliver long-term multi-year average organic revenue growth ranging between 6% and 8% with additional growth of 1% to 2% derived from strategic acquisitions consistent with our long-term business strategy.
We also expect to grow earnings per share at a somewhat faster rate than revenue over time as a result of both operating and financial leverage.
This broad-based growth was organic, and was driven by revenue increases in mortgage, direct to consumer reseller, healthcare, government, and auto verticals.
Cost of services increased $42.7 million in 2015 compared to the prior year.
realignment of internal resources.
The increase was principally due to increases in people costs, and to a lesser extent to increases in marketing expenses, professional fees, as well as litigation expenses.
The increase was also due to the costs related to the realignment of internal resources of $20.7 million recorded in the first quarter of 2015.
Depreciation and amortization expense for 2015 were slightly lower compared to 2014, due to foreign currency fluctuations of $4.1 million
Total company margin decreased slightly in 2015 versus 2014, due to the costs for the realignment of internal resources of $20.7 million and other increases in people costs.
Margins increased substantially in both the Workforce Solutions and USIS segments, and partially offset by a decline in the margins of Global Consumer Solutions and lower margins in the International segment principally due to foreign exchange.
Interest expense decreased in 2015, when compared to 2014, due to an overall decrease in our consolidated debt outstanding as of December 31, 2015.
Our average cost of debt increased slightly in 2015 compared to the prior year, due to the higher ratio of higher interest debt and the low balance of low rate commercial paper outstanding.
The increase in other income (expense), net, in 2015 is due to income from the settlement of escrow amounts related to an acquisition from January 2014, and the gain on foreign currency options put in place as an economic hedge of Veda's purchase price.
This was partially offset by the impairment of our cost method investment in Brazil in the second quarter of 2015.
The 2015 rate benefited by 2% due to international related items specifically the increased recognition of foreign tax credits, and a permanent item associated with the settlement of escrows related to past acquisitions, and 1.4% due to state tax law changes.
This increase was partially offset by declines due to foreign
Consolidated net income increased by $60.8 million, or 16%, in 2015 compared to 2014 due to increased operating income in our USIS and Workforce Solutions businesses.
This increase was partially offset by declines due to foreign exchange rates that impacted the International operating segment, declines in the Global Consumer Solutions operating segment, as well as increased corporate expenses due significantly to the realignment of our internal resources, and increases in people costs.
USIS realized solid growth from our mortgage business, as well as continued revenue growth in the automotive and financial services verticals.
U.S. Information Solutions revenue increased 8% in 2015 as compared to the prior year.
Revenue also benefited from growth in identity and fraud solutions.
Revenue for 2015 increased 8% when compared to the prior year, due to higher average revenue per unit and increased volumes to mortgage resellers, auto, and other resellers.
Revenue increased 5% in 2016 as compared to 2015.
Revenue increased 5% in 2015 as compared to 2014.
Margin expansion resulted from strong revenue growth and product mix.
USIS operating margin increased to 41.9% in 2015 as compared to 2014 of 39.0%.
International revenue decreased by 1% in 2015 as compared to 2014.
Local currency international revenue increased by 12% in 2015 as compared to prior year, as a result of growth across many geographies, including solid growth in Argentina and the U.K., compared to prior year.
Local currency revenue increased 3% in 2015 compared to 2014, primarily due to growth within information and analytical services.
Reported revenue decreased 11% in 2015.
An excerpt. Shown here: 40 of 201 rewritten, 40 of 293 added and 40 of 89 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2017 filing and the FY2016 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
8 rewritten, 0 added, 7 removed, 19 unchanged
For the year ended December 31, [removed: 2015,] [added: 2017,] a 10% weaker U.S. dollar against the currencies of all foreign countries in which we had operations during [removed: 2015] [added: 2017] would have increased our revenue by [removed: $52.9] [added: $54.7] million and our pre-tax operating profit by [removed: $17.9] [added: $18.6] million.
A 10% stronger U.S. dollar would have resulted in similar decreases to our revenue and pre-tax operating profit for [removed: 2016] [added: 2017] and [removed: 2015.][added: 2016.]
On average across our mix of international businesses, foreign currencies at December 31, [removed: 2016,] [added: 2017,] were weaker against the U.S. dollar than the average foreign exchange rates that prevailed across the full year [removed: 2016.][added: 2017.]
As a result, if foreign exchange rates were unchanged throughout [removed: 2017,] [added: 2018,] foreign exchange translation would reduce growth as reported in U.S. dollars.
As foreign exchange rates change daily, there can be no assurance that foreign exchange rates will remain constant throughout [removed: 2017,] [added: 2018,] and rates could go either higher or lower.
At December 31, [removed: 2016,] [added: 2017,] our weighted average cost of debt was [removed: 3.5%] [added: 3.4%] and weighted-average life of debt was [removed: 5.72] [added: 4.95] years.
At December 31, [removed: 2016, 72%] [added: 2017, 61%] of our debt was fixed rate, and the remaining [removed: 28%] [added: 39%] was variable rate.
A 100 basis point increase in the weighted-average interest rate on our variable-rate debt would have increased our [removed: 2016] [added: 2017] interest expense by [removed: $7.6] [added: $10.6] million.
The Veda cash consideration of approximately $1.7 billion (2.4 billion Australian dollars) was denominated in Australian dollars and as such was subject to fluctuations related to the exchange rate of the Australian dollar.
In December 2015, in anticipation of the Veda acquisition, we purchased foreign currency options to buy Australian dollars with a weighted average strike price of $0.7225 and a notional value of 1.0 billion Australian dollars.
These foreign currency options ("options") were designed to act as economic hedges for the pending Veda acquisition and are marked to market.
In January 2016, we purchased additional options with a weighted average strike price of $0.7091 and a notional value of 1.0 billion Australian dollars.
We settled all of the options on the respective settlement dates in February 2016.
We recognized a net loss of $15.4 million related to the options in the first quarter of 2016.
See Note 1 for further discussion.
Item 1. BUSINESS
62 rewritten, 57 added, 65 removed, 233 unchanged
Our [removed: products and] services are based on comprehensive databases of consumer and business information derived from numerous sources including credit, financial assets, telecommunications and utility payments, employment, income, demographic and marketing data.
We also offer Equifax branded credit services in Russia and India through joint ventures, have investments in consumer and/or commercial credit information companies through joint ventures in Cambodia, [removed: Malaysia] [added: Malaysia, Singapore] and [removed: Singapore,] [added: Dubai,] and have an investment in a consumer and commercial credit information company in Brazil.
| • | International —which includes our [removed: Canada, Europe,] Asia [removed: Pacific] [added: Pacific, Europe, Canada] and Latin America business units, provides products and services similar to those available in the USIS operating segment but with variations by geographic region. [removed: In Europe, Asia and Latin America, we] [added: We] also provide information, technology and services to support debt collections and recovery management. |
| • | Workforce Solutions — provides services enabling clients to verify income and employment (Verification Services) as well as to outsource and automate the performance of certain payroll-related and human [removed: resources] [added: resource] management business processes, including unemployment cost management, tax credits and incentives and I-9 management services and services to allow employers to ensure compliance with the Affordable Care Act (Employer Services). |
[removed: ][added: ]
Our long-term corporate [removed: growth] strategy is driven by the following imperatives:
| • | Deliver consistently strong profitable growth and shareholder returns. We seek to [removed: meet or exceed our financial commitments on revenue growth and margins] [added: enhance shareholder value] through disciplined execution of our strategic initiatives and by positioning ourselves as a premier [added: and trusted] provider of high value information solutions. |
We continue to invest in and develop new technology to enhance the [removed: functionality, cost-effectiveness] [added: security, functionality] and [removed: security] [added: cost-effectiveness] 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 software as a service based, decisioning and data access technology platforms that are [removed: more] cost effective for clients of all sizes.
We also develop custom and generic solutions that enable customers to [removed: more] effectively manage their debt collection and recovery portfolios.
| • | Serve as a trusted steward and advocate for [removed: our customers] [added: consumers] and [removed: consumers.] [added: our customers.] This includes [removed: continuously improving] [added: protecting and safeguarding] the [removed: customer] [added: information we have using advanced data security tools, techniques] and [added: processes in order to protect] consumer [added: specific information from fraudulent access. We also strive to continuously improve the consumer and customer] experience in our consumer and commercial offerings, anticipating and executing on regulatory initiatives, while simultaneously delivering [added: industry leading] security for our services. |
Our products and services serve clients across a wide range of verticals, including financial services, mortgage, [removed: human resources,] [added: employers,] consumer, commercial, telecommunications, retail, automotive, utilities, brokerage, healthcare and insurance industries, as well as state and federal governments.
| (2) | Other includes revenue from other miscellaneous [removed: end user] [added: end-user] markets. |
In addition, we sell through direct mail and [removed: various websites, such as www.equifax.com.][added: the internet.]
We also provide information, technology and services to support debt collections and recovery management in [removed: Europe,] Asia Pacific, [added: Europe,] Canada and Latin America.
Revenue from international clients, including end users and resellers, amounted to [removed: 27%] [added: 29%] of our total revenue in [removed: 2016, 23%] [added: 2017, 27%] of our total revenue in [removed: 2015] [added: 2016] and [removed: 26%] [added: 23%] of our total revenue in [removed: 2014.][added: 2015.]
| Debt collection software, services and analytics | [removed: X] | | | | | | X | | X | | X | | X | | | | | | | |
Our software platforms and analytical capabilities can integrate all types of information, including third-party and client information, to enhance the insights and decisioning process to help further mitigate the risk of granting credit, predict the risk [added: of bankruptcy, indicate the applicant’s risk potential for account delinquency, ensure the identity of the consumer, and reduce exposure to fraud.]
Our Mortgage Solutions products, offered in the U.S., consist of specialized credit reports that combine information from the three major consumer credit reporting agencies (Equifax, Experian Group and [removed: TransUnion LLC)] [added: TransUnion)] into a single “merged” credit report in an online format, commonly referred to as a tri-merge report.
Our Financial Marketing Services products utilize consumer and commercial financial information enabling our clients to more effectively manage their marketing efforts, including targeting and [removed: segmentation;] [added: segmentation,] to identify and acquire new clients for their products and services; to develop portfolio strategies to minimize risk and maximize [removed: profitability; and to realize additional revenue from existing customers through more effective cross selling and upselling of additional products and services.]
The International operating segment includes our [removed: Europe,] Asia Pacific, [added: Europe,] Latin America and Canada business units.
We offer consumer credit services in Russia and India through [removed: our investment] [added: investments] in joint [added: ventures, have investments in consumer and/or commercial credit information companies through joint] ventures [added: in Cambodia, Malaysia, Singapore] and [added: Dubai, and] have an investment in the second largest consumer and commercial credit information company in Brazil.
[removed: Beginning in 2014, we] [added: We] also provide information, technology and services to support debt collections and recovery management.
Our consumer [removed: and commercial] products are the primary source of revenue in each of the countries in [added: this region in] which [added: we operate.]
[added: Our consumer and commercial products are the primary source of revenue in each of the countries in which] we operate and include credit reporting, decisioning tools and risk management [removed: services, in the countries we serve.][added: services.]
The countries in which we operate include Australia and New [removed: Zealand.][added: Zealand, as well as through joint ventures in Cambodia, Malaysia, Singapore and Dubai.]
[removed: Beginning in 2013, we] [added: We] also provide information, technology and services to support debt collections and recovery management.
The countries in [added: this region in] which we operate include Argentina, Chile, Costa Rica, Ecuador, El Salvador, Honduras, Mexico, Paraguay, Peru and Uruguay.
We offer many products in Canada, including credit reporting and scoring, consumer and commercial marketing, risk management, fraud detection and modeling services, identity management and authentication services, together with certain of [removed: our decisioning products that facilitate pre-approved offers of credit and automate a variety of credit decisions.]
[removed: Beginning in 2016, we] [added: We] also provide information, technology and services to support debt collections and recovery [removed: management.][added: management in Canada.]
Verification Services include [removed: employment, income] [added: employment] and [removed: social security number] [added: income] verification services.
We rely on payroll data received from over [removed: 7,100 organizations, including over three quarters of Fortune 500 companies,] [added: 10,600 organizations] to regularly update the database.
The database is approaching [removed: 300] [added: 330] million current and historic employment records at December 31, [removed: 2016.][added: 2017.]
These services are aimed at reducing the cost to the human resources function of businesses through a broad suite of services including assisting with employment tax matters designed to reduce the cost of unemployment claims through effective claims representation and management and efficient processing and to better manage the tax rate that employers are assessed for unemployment taxes; comprehensive services designed to research the availability of employment-related tax credits (e.g., the federal work opportunity and welfare to work tax credits and state tax credits), and to process the necessary filings and assist the client in obtaining the tax credit; W-2 management services (which include initial distribution, reissue and correction of W-2 forms); paperless pay services that enable employees to electronically receive pay statement information as well as review and change direct deposit account or W-4 information; integrated electronic time capture and reporting services; paperless new-hire services to bring new workers on board using electronic forms; I-9 management services designed to help clients electronically comply with the immigration laws that require employers to complete an I-9 form for each new hire; and onboarding services using online forms to complete the new hire process for employees of corporate and [added: government agencies.]
Our Global Consumer Solutions [added: ("GCS")] products give consumers information to enable them to understand and monitor their credit and monitor and help protect their identity primarily through our Equifax Complete, ID Patrol, Credit Watch and Score Watch monitoring products.
Our products are available to consumers in the [removed: United States,] [added: U.S.,] Canada, and the U.K. directly primarily over the internet and indirectly through relationships with business partners who distribute our products or provide these services to their employees or customers.
Our competitors vary widely in size and [added: in] the nature of the products and services they offer.
| • | Competition for our consumer credit information solutions and personal solutions products varies by both application and industry, but generally includes two global consumer credit reporting companies, Experian and TransUnion, both of which offer a product suite similar to our credit [removed: reporting solutions, and LifeLock,] [added: information solutions. In the U.S., LifeLock is] a national provider of personal identity theft protection [removed: products, as well as] [added: service. Also, there are] emerging competitors offering free credit scores including Credit [removed: Karma.] [added: Karma in the U.S. as well as CallCredit and ClearScore in the U.K.] 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. [removed: As a premier provider of information based insights and solutions, we believe that our products offer clients an advantage over those of our credit based competitors because of the depth and breadth of our consumer information files, which we believe to be superior in terms of accuracy, coverage and availability. Other] [added: Our] differentiators include our [added: unique data assets,] decisioning technology and the features and functionality of our analytical capabilities. Our competitive strategy is to emphasize improved decision making and product quality while remaining competitive on price. Our marketing services products also compete with the foregoing companies and others who offer demographic information products, including Acxiom, Harte-Hanks and infoGROUP. We also compete with Fair Isaac Corporation with respect to certain of our analytical tools and solutions. |
| • | Competition for our commercial solutions products primarily includes Experian, Dun & Bradstreet and Cortera, and providers of these services in the international markets we serve. [removed: 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 ("HR") and tax services. Competition in the [added: Verification Services market includes employers who manage verifications in-house, lenders who obtain verifications directly from employers, and online and offline verification companies, such as Verify Job System, Corporate Cost Control, Thomas & Thorngren and Employers Edge. Competition in the] Employer Services market is diverse and includes in-house management of such services or the outsourcing of one or more of such services to HR consulting firms such as Mercer and Towers Watson, HR management services providers such as Oracle and Silk Road, payroll processors such as ADP and Ceridian, accounting firms such as PricewaterhouseCoopers and Ernst & Young, analytics companies such as Tableau and Visier and hundreds of smaller companies that provide one or multiple offerings that compete with our Employer Services business. [removed: Competition in the Verification Services market includes employers who manage verifications in-house, lenders who obtain verifications directly from employers, and online and offline verification companies, such as Verify Job System, Corporate Cost Control, Thomas & Thorngren and Employers Edge.] |
2017 Cybersecurity Incident
Background.
In fiscal 2017, we experienced a cybersecurity incident following a criminal attack on our systems that involved the theft of certain personally identifiable information of U.S., Canadian and U.K. consumers.
Criminals exploited a U.S. website application vulnerability to gain unauthorized access to our network.
Based on our forensic investigation, the unauthorized access of information occurred from mid-May through July 2017.
The information accessed primarily includes names, Social Security numbers, birth dates, addresses and, in some instances, driver’s license numbers.
In addition, credit card numbers for approximately 209,000 U.S. and Canadian consumers, and certain dispute documents with personal identifying information for approximately 182,000 U.S. consumers, were accessed.
The investigation determined that personal information
of approximately 19,000 Canadian consumers was impacted and approximately 860,000 potentially affected U.K. consumers were contacted regarding access to personal information.
The forensic investigation of the cybersecurity incident was, as previously disclosed, completed in the fourth quarter of fiscal 2017.
No evidence was found that the Company's core consumer, employment and income, or commercial credit reporting databases were accessed.
The Company acted promptly to notify the approximately 145.5 million U.S. consumers whose personally identifiable information the Company had identified in 2017 as potentially accessed.
As a result of an ongoing analysis of data stolen in the 2017 cybersecurity incident, the Company recently announced that it was able to identify approximately 2.4 million U.S. consumers whose name and partial driver’s license information were stolen, but who were not in the affected population of approximately 145.5 million consumers previously identified by the Company in 2017.
The Company is in the process of notifying these additional consumers.
As a result of the 2017 cybersecurity incident, we are party to numerous lawsuits and governmental investigations.
See Item 1A.
Risk Factors and Item 3.
Legal Proceedings for more information regarding these lawsuits and investigations.
We continue to cooperate with law enforcement in connection with the criminal investigation into the actors responsible for the cybersecurity incident.
Regaining Trust.
The Company has taken and continues to take extensive steps designed to prevent this type of incident from happening again and to earn back the trust of consumers, customers and regulators.
Upon discovery of the unauthorized access, we acted immediately to stop the intrusion and promptly engaged a leading, independent cybersecurity firm to conduct a comprehensive forensic investigation to determine the scope of the intrusion, including the specific data potentially impacted.
We have continued to analyze the data impacted, including through the use of external data providers, to identify and inform consumers who may have been impacted by this incident.
Following the cybersecurity incident, we began undertaking significant steps to enhance our data security infrastructure.
In connection with these efforts, we have incurred significant costs and expect to incur additional significant costs as we take further steps to prevent unauthorized access to our systems and the data we maintain.
The actions we have taken are based on our investigation of the causes of the cybersecurity incident, but there will be additional changes needed to prevent a similar incident.
We have also enhanced our disclosure controls and procedures and related protocols to specifically provide that cyber incidents are promptly escalated and investigated and reported to senior management, and where appropriate, to the Board of Directors.
We also engaged an independent outside consulting firm to help us with both strategic remediation activities and to review our cybersecurity framework, our controls framework and our management and employees' roles and responsibilities.
In the third and fourth quarters of 2017, our Board made strategic changes to our executive leadership team and added an independent director to our Board with highly-relevant skills in data security.
Our Board also formed a Special Committee to conduct an independent review of the cybersecurity incident, the Company’s response to it and all relevant policies and practices.
The Special Committee's investigation was undertaken with the assistance of outside professionals engaged by the Special Committee.
The Company has also taken action to provide consumers with new tools to protect credit data.
Immediately following the announcement of the breach, the Company devoted substantial resources to consumer notifications and launched and continuously enhanced multi-faceted consumer resources, including making its TrustedID Premier service, an identity theft protection and credit file monitoring product, available for free to all U.S. consumers for 12 months for those who signed up by January 31, 2018.
Similarly, for consumers impacted by the cybersecurity incident in Canada and the U.K., we are providing free credit reports and scores, credit monitoring and identity theft protection for 12 months for those consumers who signed up by January 31, 2018.
As part of our commitment to providing long-term resources and protections for consumers, in January 2018, the Company introduced Lock & AlertTM, a new service that allows U.S. consumers to quickly lock and unlock their Equifax credit report for free, for life.
We believe this is a meaningful step toward fulfilling our commitment to give consumers the power to protect and control access to personal credit data.
Data is at the core of our value proposition and the protection and safeguarding of that information is paramount.
We also offer Equifax branded credit services in Russia and India through joint ventures, have investments in consumer and/or commercial credit information companies through joint ventures in Cambodia, Malaysia, Singapore and Dubai, and have an investment in a consumer and commercial credit information company in Brazil.
For the operating revenue, operating income and total assets for each segment see Note 13 of the Notes to the Consolidated Financial Statements in this report.
profitability; and to realize additional revenue from existing customers through more effective cross selling and upselling of additional products and services.
2016 Acquisitions and Investments
On February 24, 2016, the Company completed the acquisition of 100% of the ordinary voting shares of Veda Group Limited ("Veda") for cash consideration plus debt assumed of approximately $1.9 billion.
The acquisition provides a strong platform for Equifax to offer data and analytic services and further broaden the Company's geographic footprint.
Veda stockholders received 2.825 Australian dollars in cash for each share of Veda common stock they owned.
The Company financed the transaction with $1.7 billion of debt, consisting of commercial paper, an $800 million 364\-Day revolving credit facility (the "364-Day Revolver"), and an $800 million three\-year delayed draw term loan facility (the "Term Loan").
Refer to Note 5 for further discussion on debt.
Additionally, we acquired two other smaller businesses in 2016.
Refer to Note 3 to the Consolidated Financial Statements for additional information on our acquisitions and investments for the year ended December 31, 2016.
Our revenue base and business mix are diversified among our four segments as depicted in the chart below.
Data is at the core of our value proposition.

of bankruptcy, indicate the applicant’s risk potential for account delinquency, ensure the identity of the consumer, and reduce exposure to fraud.
Our consumer products are the primary source of revenue in each of the countries in which we operate.
government agencies.
EXECUTIVE OFFICERS OF EQUIFAX
The executive officers of Equifax and their ages and titles are set forth below.
Richard F.
Smith (57) has been Chairman and Chief Executive Officer since December 2005.
He was named Chairman-Elect and Chief Executive Officer effective September 2005.
Prior to that, Mr. Smith served as Chief Operating Officer, GE Insurance Solutions, from 2004 to September 2005 and President and Chief Executive Officer of GE Property and Casualty Reinsurance from 2003 to 2004.
John W.
Gamble, Jr. (54) has been Corporate Vice President and Chief Financial Officer since May 2014.
Prior to that, Mr. Gamble was Executive Vice President and Chief Financial Officer of Lexmark International, Inc., a global provider of document solutions, enterprise content management software and services, printers and multifunction printers, from September 2005 until May 2014.
John J.
Kelley III (56) has been Corporate Vice President and Chief Legal Officer since January 2013.
Responsibilities include legal services, sourcing, security and compliance, government and legislative relations, corporate governance and privacy functions.
Mr. Kelley was a senior partner in the Corporate Practice Group of the law firm of King & Spalding LLP from January 1993 to December 2012.
Joseph M.
Loughran, III (49) has been Chief Marketing Officer since March 2015.
Prior thereto, he served as President, Global Consumer Solutions since January 4, 2010.
Prior thereto, he was Senior Vice President - Corporate Development from April 2006 to December 2009.
Prior to joining Equifax, he held various executive roles at BellSouth Corporation from May 2001 to April 2006, including most recently Managing Director-Corporate Strategy and Planning from May 2005 to April 2006.
Coretha M.
Rushing (60) has been Corporate Vice President and Chief Human Resources Officer since 2006.
Prior to joining Equifax, she served as an executive coach and HR Consultant with Atlanta-based Cameron Wesley LLC.
Prior thereto, she was Senior Vice President of Human Resources at The Coca-Cola Company, where she was employed from 1996 until 2004.
David C.
Webb (61) has been Chief Information Officer since January 2010.
Prior thereto, he served as Chief Operations Officer for SVB Financial Corp. from 2008, and from 2004 to 2008 was Chief Information Officer.
Mr. Webb was Vice President, Investment Banking Division at Goldman Sachs, a leading global investment banking, securities and investment management firm, from 1999 to 2004.
An excerpt. Shown here: 40 of 62 rewritten, 40 of 57 added and 40 of 65 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2017 filing and the FY2016 filing.
Item 3. LEGAL PROCEEDINGS
3 rewritten, 44 added, 12 removed, 26 unchanged
[removed: ,] [added: Trans Union LLC, et al.,] plaintiffs asserted that Equifax violated federal and state law (the FCRA, the California Credit Reporting Act and the California Unfair Competition Law) by failing to follow reasonable procedures to determine whether credit accounts are discharged in bankruptcy, including the method for updating the status of an account following a bankruptcy discharge.
The parties [removed: have] re-engaged in settlement discussions, including participation in mediations in August 2016 and November 2016, and [removed: have] reached an agreement [removed: in principle] to again settle the monetary claims.
We believe we have [removed: strong] defenses to and, where appropriate, will [removed: vigorously] contest, many of these matters.
Cybersecurity Incident Litigation, Claims and Government Investigations.
Following the 2017 cybersecurity incident, hundreds of class actions were filed by consumers against us in federal, state and Canadian courts relating to the cybersecurity incident.
The plaintiffs in these cases, who purport to represent various classes of consumers, generally claim to have been harmed by alleged actions and/or omissions by Equifax in connection with the cybersecurity incident and assert a variety of common law and statutory claims seeking monetary damages, injunctive relief and other related relief.
In addition, certain class actions have been filed by financial institutions who allege their businesses have been placed at risk due to the cybersecurity incident and generally assert various common law claims such as claims for negligence and breach of contract, as well as, in some cases, statutory claims.
The financial institutions class actions seek compensatory damages and other related relief.
Furthermore, a lawsuit has been filed by the City of Chicago with respect to the cybersecurity incident alleging violations of state laws and local ordinances governing protection of personal data, consumer fraud and breach notice requirements and business practices.
Beginning on December 6, 2017 and pursuant to multiple subsequent orders, the U.S. Judicial Panel on Multidistrict Litigation ordered the consolidation and transfer for pre-trial proceedings with respect to the U.S. cases pending in federal court discussed above to the Northern District of Georgia as the single U.S. District Court for centralized proceedings.
Based on this order, consolidated pre-trial hearings with respect to U.S. consumer and financial institution federal class actions related to the cybersecurity incident have begun in the Northern District of Georgia.
In addition to these federal court proceedings, four putative class actions arising from the cybersecurity incident have been filed in the Fulton County Superior Court in Georgia.
We have also appeared or notified the appropriate parties of representation in the Canadian class actions, but such actions are all at the preliminary stages.
In addition, a civil enforcement action has been filed by the Attorney General of Massachusetts and a lawsuit has been filed by the City of San Francisco, each of which are in the initial pre-trial stages.
We dispute the allegations in the complaints described above and intend to defend against such claims.
In addition, we continue to cooperate with federal, state, city and foreign governmental agencies and officials investigating or otherwise seeking information and/or documents, including through Civil Investigative Demands, regarding the cybersecurity incident and related matters, including 49 state Attorneys General offices, as well as the District of Columbia, the Federal Trade Commission, the Consumer Finance Protection Bureau, the U.S. Securities and Exchange Commission (“SEC”), the U.S. Department of Justice, the New York Department of Financial Services, the New York Department of State - Division of Consumer Protection, other U.S. state regulators, including state banking regulators, the Financial Industry Regulatory Authority, certain Congressional committees of both the U.S. Senate and House of Representatives, the United Kingdom’s Financial Conduct Authority (“FCA”), the Information Commissioner’s Office in the United Kingdom and the Office of the Privacy Commissioner of Canada.
Although we are actively cooperating with these investigations and inquiries, an adverse outcome to any such investigations and inquiries could subject us to fines or other obligations, which may have an adverse effect on how we operate our business or our results of operations.
In addition, we continue to cooperate with the SEC and the U.S. Attorney’s Office for the Northern District of Georgia regarding investigations into the trading activities by certain of our employees in relation to the cybersecurity incident.
TransUnion Litigation.
On November 27, 2017, Trans Union LLC and TransUnion Interactive, Inc. (collectively, “TransUnion”) filed a lawsuit in the U.S. District Court for the Northern District of Illinois against Equifax Information Services LLC, Equifax Inc., and Equifax Consumer Services LLC f/k/a Equifax Consumer Services, Inc. In its lawsuit, TransUnion asserts claims for declaratory relief, breach of contract, and anticipatory repudiation of contract based on our Reciprocal Data Supply Agreement (the “Agreement”), which sets forth the pricing terms for credit monitoring supplied by the parties to each other.
TransUnion seeks a declaration regarding its contractual rights under the Agreement and monetary damages.
On January 26, 2018, we moved to dismiss TransUnion’s claims, and discovery in the case has been stayed until a ruling on that motion is issued.
We dispute the allegations by TransUnion and intend to defend against its claims.
Securities Class Action Litigation.
A consolidated putative class action lawsuit alleging violations of the federal securities laws in connection with statements regarding our cybersecurity systems and controls is pending against us and certain of our current and former officers and directors in the Northern District of Georgia.
The complaints seek certification of a class of all persons who purchased or otherwise acquired Equifax securities during a set period of time and unspecified monetary damages, costs and attorneys’ fees.
We dispute the allegations in these complaints and intend to defend against the claims.
Shareholder Derivative Litigation.
Four putative shareholder derivative lawsuits have been commenced in the Northern District of Georgia naming certain of our current and former officers and directors as defendants and naming us as a nominal defendant.
Among other things, the complaints allege claims for breaches of fiduciary duties, unjust enrichment, corporate waste, and insider selling by certain defendants.
Three of the complaints also allege claims for violations of certain federal securities laws.
The Complaints seek unspecified damages on behalf of the Company, plus certain equitable relief.
Certain plaintiffs have filed motions seeking consolidation of the actions and appointment as lead plaintiffs.
We have appointed
a committee of independent directors empowered to evaluate and respond in our best interests to the claims and related litigation demands.
It is not possible at this time to estimate the amount of loss or range of possible loss that might result from adverse judgments, settlements, penalties or other resolution of the above described proceedings and investigations based on the early stage of these proceedings and investigations, that alleged damages have not been specified, the uncertainty as to the certification of a class or classes and the size of any certified class, as applicable, and the lack of resolution on significant factual and legal issues.
Additional lawsuits and claims related to the 2017 cybersecurity incident may be asserted by or on behalf of consumers, customers, shareholders or others seeking damages or other related relief and additional inquiries from governmental agencies may be received or investigations by governmental agencies commenced.
ACCC Investigation.
In March 2017, the Australian Competition and Consumer Commission (the “ACCC”) commenced an investigation to determine whether the Company has been or is engaged in unlawful acts or practices relating to advertising, marketing and sale of consumer reports, credit scores or credit monitoring products in violation of the Australian Consumer Law, which prohibits misleading or deceptive conduct and false representations.
The ACCC issued a number of notices to produce documents and information.
The Company expects that the ACCC will commence proceedings.
If this occurs the ACCC may seek restitution, civil monetary penalties, injunctive and declaratory relief or other corrective action.
The Company continues to cooperate with the ACCC in its investigation.
Trans Union LLC, et al.
The parties are currently drafting the necessary settlement documents.
The deadline to file the settlement documents with the Court is March 17, 2017 and the Court has scheduled a hearing on the expected Motion for Preliminary Approval on May 2, 2017.
CFPB Investigations.
In February 2014, we received a Civil Investigative Demand (a “CID”) from the Consumer Financial Protection Bureau (the “CFPB” or the “Bureau”) as part of its investigation to determine whether nationwide consumer reporting agencies have been or are engaging in unlawful acts or practices relating to the advertising, marketing, sale or provision of consumer reports, credit scores or credit monitoring products in violation of the Dodd Frank Act or the Fair Credit Reporting Act.
The CID requested the production of documents and answers to written questions.
A second CID was issued in July 2015, seeking additional documents and information.
In January 2017, the Company reached a settlement of this investigation with the CFPB.
The settlement requires the payment of $3.8 million in consumer restitution plus $2.5 million in civil money penalties.
In addition, the Company has agreed to modify certain marketing practices.
In June 2016, we received a CID from the CFPB as part of an investigation to determine whether Equifax Workforce Solutions has been or is engaging in unlawful acts or practices relating to the creation, provision, handling, advertising, marketing or sale of consumer reports or similar products or services in violation of the Dodd Frank Act or the Fair Credit Reporting Act.
In December 2016, the CFPB notified the Company that it completed its investigation and currently does not intend to take any enforcement action against Equifax Workforce Solutions.
An excerpt. Shown here: all 3 rewritten, 40 of 44 added and all 12 removed. The counts are complete. For every sentence, read Item 3. LEGAL PROCEEDINGS in the FY2017 filing and the FY2016 filing.
Cover and table of contents
34 rewritten, 12 added, 7 removed, 51 unchanged
| [removed: x] [added: ☒] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, [removed: 2016][added: 2017]
| [removed: ¨] [added: ☐] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
[removed: x] [added: ☒] YES [removed: ¨] [added: ☐] NO
[removed: ¨] [added: ☐] YES [removed: x] [added: ☒] NO
[added: ☒] YES [removed: x] [added: ☐] NO [removed: ¨]
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated [removed: filer or] [added: filer,] a smaller reporting [added: company, or an emerging growth] company.
See definitions of “large accelerated filer,” “accelerated [removed: filer” and] [added: filer,”] “smaller reporting company” [added: and "emerging growth company"] in Rule 12b-2 of the Exchange Act.
| [removed: x] [added: ☒] Large accelerated filer | | [removed: ¨] [added: ☐] Accelerated filer | | [removed: ¨] [added: ☐] Non-accelerated filer | | [removed: ¨] [added: ☐] Smaller reporting company | [added: | ☐ Emerging growth company |]
| | | | (Do not check if a smaller reporting company) | | | | [added: | |]
As of June 30, [removed: 2016,] [added: 2017,] the aggregate market value of Registrant’s common stock held by non-affiliates of Registrant was approximately [removed: $15,321,683,870] [added: $16,541,237,155] based on the closing sale price as reported on the New York Stock Exchange.
At January 31, [removed: 2017,] [added: 2018,] there were [removed: 119,853,740] [added: 120,123,872] shares of Registrant’s common stock outstanding.
Portions of Registrant’s definitive proxy statement for its [removed: 2017] [added: 2018] annual meeting of shareholders are incorporated by reference in Part III of this Form 10-K.
| [Item [removed: 1.](#s8C74569875C35DD4A887CFE73C51BDB9)] [added: 1.](#s6E566B2A6AE650F6AAB851E14FD45438)] | [removed: [Business](#s8C74569875C35DD4A887CFE73C51BDB9)] [added: [Business](#s6E566B2A6AE650F6AAB851E14FD45438)] | [removed: [2](#s8C74569875C35DD4A887CFE73C51BDB9)] [added: [2](#s6E566B2A6AE650F6AAB851E14FD45438)] |
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10-K 1 efx10k20171231.htm 10-K
YES ☒ NO ☐
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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐ YES ☒ NO
| [PART I](#sE25B6872C3C05E888A8FCDB8EA45B509) | | |
| [PART II](#s3CCEB7D3D1695005B229551C19E49143) | | |
| [Item 9B.](#sb0639ef512c44c1a9c29fd0837fceca9) | [Other Information](#sb0639ef512c44c1a9c29fd0837fceca9) | [110](#sb0639ef512c44c1a9c29fd0837fceca9) |
| [Item 16.](#s775e3425ebc947beb4e6b53de2fb00fe) | [Form 10-K Summary](#s775e3425ebc947beb4e6b53de2fb00fe) | [116](#s775e3425ebc947beb4e6b53de2fb00fe) |
| | [Signatures](#s2684C68915C2577DB21B7C4C84AB13E4) | [116](#s2684C68915C2577DB21B7C4C84AB13E4) |
10-K 1 efx10k20161231.htm 10-K
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| [PART I](#s68D1DA8157355E8EAB106F395DD6BAA4) | | |
| [PART II](#s39D2290AE56B50AD96AA314CB302A762) | | |
| | [Signatures](#s7AE6E36DBAD255F88805B1A59B2ECB0C) | [102](#s7AE6E36DBAD255F88805B1A59B2ECB0C) |
| | [Exhibit Index](#s07366124A26E59E6B61BBD188FF2AAD0) | [104](#s07366124A26E59E6B61BBD188FF2AAD0) |
Item 2. PROPERTIES
1 rewritten, 0 added, 0 removed, 7 unchanged
We owned 8 office buildings at December 31, [removed: 2016,] [added: 2017,] including our executive offices, one campus which houses our Alpharetta, Georgia data center, a building utilized by our Workforce Solutions operations located in St. Louis, Missouri, as well as [removed: four] [added: three] buildings utilized by our Latin America operations located in Mexico City, [removed: Mexico, Sao Paulo, Brazil,] [added: Mexico] and Asuncion, Paraguay.
Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
15 rewritten, 15 added, 12 removed, 27 unchanged
Equifax’s common stock is traded on the New York Stock Exchange under the symbol “EFX.” As of January 31, [removed: 2017,] [added: 2018,] Equifax had approximately [removed: 3,819] [added: 2,206] holders of record; however, Equifax believes the number of beneficial owners of common stock exceeds this number.
| First Quarter | $ | [removed: 113.39] [added: 114.67] | | | $ | [removed: 92.19] [added: 91.72] | | | $ | 0.33 | |
| Second Quarter | $ | [removed: 127.73] [added: 128.41] | | | $ | [removed: 112.58] [added: 113.09] | | | $ | 0.33 | |
| Third Quarter | $ | [removed: 135.72] [added: 136.97] | | | $ | [removed: 127.80] [added: 127.85] | | | $ | 0.33 | |
| Fourth Quarter | $ | [removed: 133.61] [added: 134.56] | | | $ | [removed: 111.54] [added: 110.87] | | | $ | 0.33 | |
| (1) | Equifax’s Senior Credit Facilities, as defined in [removed: Item 7] [added: Note 5] of [added: the Notes to Consolidated Financial Statements in] this Form 10-K, restricts our ability to pay cash dividends on our capital stock or repurchase capital stock if a default exists or would result according to the terms of the credit agreement. |
The graph [removed: on the] below compares Equifax’s five-year cumulative total shareholder return with that of the Standard & Poor’s Composite Stock Index (S&P 500) and a peer group index, the S&P 500 Banks Index (Industry Group).
The graph assumes that [added: the] value of the investment in our Common Stock and each index was $100 on the last trading day of [removed: 2011] [added: 2012] and that all quarterly dividends were reinvested without commissions.
COMPARATIVE FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG EQUIFAX INC., S&P 500 INDEX, AND [removed: DOW JONES U.S. GENERAL FINANCIAL] [added: S&P 500 BANKS] INDEX [added: (INDUSTRY GROUP)]
[removed: ][added: ]
| | Initial | | | [removed: 2012 | | |] 2013 | | | 2014 | | | 2015 | | | 2016 | | [added: | 2017 | |]
The table below contains information with respect to purchases made by or on behalf of Equifax of its common stock during the fourth quarter ended December 31, [removed: 2016:][added: 2017:]
| (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 [removed: 54,455] [added: 48,395] shares for the month of October [removed: 2016, 1,159] [added: 2017, 450] shares for the month of November [removed: 2016] [added: 2017] and [removed: 807] [added: 958] shares for the month of December [removed: 2016.] [added: 2017.] |
| (3) | Under the Program, we [removed: did not repurchase any] [added: repurchased 0.5 million] common shares during the twelve months ended December 31, [removed: 2016.] [added: 2017 for $77.1 million.] At December 31, [removed: 2016,] [added: 2017,] the amount authorized for future share repurchases under the Program was [removed: $667.2] [added: $590.1] million. |
Information relating to compensation plans under which the Company’s equity securities are authorized for issuance is included in the section captioned “Equity Compensation Plan Information” in our [removed: 2017] [added: 2018] Proxy Statement and is incorporated herein by reference.
| 2017 | | | | | | | | | | | |
| First Quarter | $ | 137.76 | | | $ | 116.31 | | | $ | 0.39 | |
| Second Quarter | $ | 144.00 | | | $ | 131.62 | | | $ | 0.39 | |
| Third Quarter | $ | 147.02 | | | $ | 89.59 | | | $ | 0.39 | |
| Fourth Quarter | $ | 120.77 | | | $ | 105.31 | | | $ | 0.39 | |
We anticipate continuing the payment of quarterly cash dividends.
The actual amount of such dividends is subject to declaration by our Board of Directors and will depend upon future earnings, results of operations, capital requirements, our financial condition and other relevant factors.
There can be no assurance that the Company will continue to pay quarterly cash dividends at current levels or at all.
| Equifax Inc. | 100.00 | | | 129.52 | | | 153.68 | | | 214.06 | | | 226.90 | | | 228.22 | |
| S&P 500 Index | 100.00 | | | 132.39 | | | 150.51 | | | 152.59 | | | 169.24 | | | 205.24 | |
| S&P 500 Banks Index (Industry Group) | 100.00 | | | 132.25 | | | 149.79 | | | 148.23 | | | 178.13 | | | 214.75 | |
| October 1 - October 31, 2017 | | 48,395 | | | $ | — | | | — | | | $ | 590,092,166 | |
| November 1 - November 30, 2017 | | 450 | | | $ | — | | | — | | | $ | 590,092,166 | |
| December 1 - December 31, 2017 | | 958 | | | $ | — | | | — | | | $ | 590,092,166 | |
| Total | | 49,803 | | | $ | — | | | — | | | $ | 590,092,166 | |
| 2015 | | | | | | | | | | | |
| First Quarter | $ | 94.90 | | | $ | 79.62 | | | $ | 0.29 | |
| Second Quarter | $ | 101.13 | | | $ | 91.61 | | | $ | 0.29 | |
| Third Quarter | $ | 105.86 | | | $ | 90.94 | | | $ | 0.29 | |
| Fourth Quarter | $ | 114.46 | | | $ | 96.22 | | | $ | 0.29 | |
| Equifax Inc. | 100.00 | | | 141.91 | | | 183.80 | | | 218.08 | | | 303.76 | | | 321.99 | |
| S&P 500 Index | 100.00 | | | 116.00 | | | 153.57 | | | 174.59 | | | 177.00 | | | 196.31 | |
| S&P 500 Banks Index (Industry Group) | 100.00 | | | 121.19 | | | 160.27 | | | 181.52 | | | 179.45 | | | 215.65 | |
| October 1 - October 31, 2016 | | 54,455 | | | $ | — | | | — | | | $ | 667,199,250 | |
| November 1 - November 30, 2016 | | 1,159 | | | $ | — | | | — | | | $ | 667,199,250 | |
| December 1 - December 31, 2016 | | 807 | | | $ | — | | | — | | | $ | 667,199,250 | |
| Total | | 56,421 | | | $ | — | | | — | | | $ | 667,199,250 | |
Item 6. SELECTED FINANCIAL DATA
27 rewritten, 6 added, 5 removed, 32 unchanged
The summary of operations data for the years ended December 31, [added: 2017,] 2016, 2015, [removed: 2014,] and the balance sheet data as of December 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] have been derived from our audited Consolidated Financial Statements included in this report.
The summary of operations data for the years ended December 31, [removed: 2013] [added: 2014] and [removed: 2012,] [added: 2013,] and the balance sheet data as of December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012,] [added: 2013,] have been derived from our audited Consolidated Financial Statements not included in this report.
| | [removed: 2016] [added: 2017] (1) [added: (2)] | | | | [removed: 2015 (2)(3)] [added: 2016 (3)] | | | | [removed: 2014 (4)] [added: 2015 (4)(5)] | | | | [removed: 2013(5)(6)] [added: 2014 (6)] | | | | [removed: 2012(7)(8)] [added: 2013(7)(8)] | | |
| Operating revenue | $ | [removed: 3,144.9] [added: 3,362.2] | | | $ | [removed: 2,663.6] [added: 3,144.9] | | | $ | [removed: 2,436.4] [added: 2,663.6] | | | $ | [removed: 2,303.9] [added: 2,436.4] | | | $ | [removed: 2,073.0] [added: 2,303.9] | |
| Operating expenses | [removed: 2,327.0] [added: 2,537.6] | | | | [removed: 1,969.7] [added: 2,327.0] | | | | [removed: 1,798.2] [added: 1,969.7] | | | | [removed: 1,692.7] [added: 1,798.2] | | | | [removed: 1,593.0] [added: 1,692.7] | | |
| Operating income | [removed: 817.9] [added: 824.6] | | | | [removed: 693.6] [added: 817.9] | | | | [removed: 638.2] [added: 693.9] | | | | [removed: 611.2] [added: 638.2] | | | | [removed: 480.0] [added: 611.2] | | |
| Consolidated income from continuing operations | [removed: 495.1] [added: 598.0] | | | | [removed: 434.8] [added: 495.1] | | | | [removed: 374.0] [added: 434.8] | | | | [removed: 341.5] [added: 374.0] | | | | [removed: 275.3] [added: 341.5] | | |
| Discontinued operations, net of tax [removed: (2)(7)] [added: (7)] | — | | | | — | | | | — | | | | [removed: 18.4] [added: —] | | | | [removed: 5.5] [added: 18.4] | | |
| Net income attributable to Equifax | $ | [removed: 488.8] [added: 587.3] | | | $ | [removed: 429.1] [added: 488.8] | | | $ | [removed: 367.4] [added: 429.1] | | | $ | [removed: 351.8] [added: 367.4] | | | $ | [removed: 272.1] [added: 351.8] | |
| Dividends paid to Equifax shareholders | $ | [removed: 157.6] [added: 187.4] | | | $ | [removed: 137.8] [added: 157.6] | | | $ | [removed: 121.2] [added: 137.8] | | | $ | [removed: 106.7] [added: 121.2] | | | $ | [removed: 86.0] [added: 106.7] | |
| Net income from continuing operations attributable to Equifax | $ | [removed: 4.04] [added: 4.83] | | | $ | [removed: 3.55] [added: 4.04] | | | $ | [removed: 2.97] [added: 3.55] | | | $ | [removed: 2.69] [added: 2.97] | | | $ | [removed: 2.18] [added: 2.69] | |
| Discontinued operations attributable to Equifax | — | | | | — | | | | — | | | | [removed: 0.15] [added: —] | | | | [removed: 0.04] [added: 0.15] | | |
| Net income attributable to Equifax | $ | [removed: 4.04] [added: 4.83] | | | $ | [removed: 3.55] [added: 4.04] | | | $ | [removed: 2.97] [added: 3.55] | | | $ | [removed: 2.84] [added: 2.97] | | | $ | [removed: 2.22] [added: 2.84] | |
| Cash dividends declared per share | $ | [removed: 1.32] [added: 1.56] | | | $ | [removed: 1.16] [added: 1.32] | | | $ | [removed: 1.00] [added: 1.16] | | | $ | [removed: 0.88] [added: 1.00] | | | $ | [removed: 0.72] [added: 0.88] | |
| Weighted-average shares outstanding (diluted) | [removed: 121.1] [added: 121.5] | | | | [removed: 120.9] [added: 121.1] | | | | [removed: 123.5] [added: 120.9] | | | | [removed: 123.7] [added: 123.5] | | | | [removed: 122.5] [added: 123.7] | | |
| Total assets | $ | [removed: 6,664.0] [added: 7,233.4] | | | $ | [removed: 4,501.5] [added: 6,664.0] | | | $ | [removed: 4,661.0] [added: 4,501.5] | | | $ | [removed: 4,522.5] [added: 4,661.0] | | | $ | [removed: 4,505.9] [added: 4,522.5] | |
| Short-term debt and current maturities | [removed: 585.4] [added: 965.3] | | | | [removed: 49.3] [added: 585.4] | | | | [removed: 380.4] [added: 49.3] | | | | [removed: 296.5] [added: 380.4] | | | | [removed: 283.3] [added: 296.5] | | |
| Long-term debt, net of current portion | [removed: 2,086.8] [added: 1,739.0] | | | | [removed: 1,138.4] [added: 2,086.8] | | | | [removed: 1,145.7] [added: 1,138.4] | | | | [removed: 1,145.5] [added: 1,145.7] | | | | [removed: 1,447.4] [added: 1,145.5] | | |
| Total debt, net | [removed: 2,672.2] [added: 2,704.3] | | | | [removed: 1,187.7] [added: 2,672.2] | | | | [removed: 1,526.1] [added: 1,187.7] | | | | [removed: 1,442.0] [added: 1,526.1] | | | | [removed: 1,730.7] [added: 1,442.0] | | |
| Total equity | [removed: 2,721.3] [added: 3,239.0] | | | | [removed: 2,350.4] [added: 2,721.3] | | | | [removed: 2,234.6] [added: 2,350.4] | | | | [removed: 2,341.0] [added: 2,234.6] | | | | [removed: 1,959.2] [added: 2,341.0] | | |
| [removed: (1)] [added: (3)] | In the first quarter of 2016, we completed the acquisition of 100% of the ordinary voting shares of Veda for cash consideration plus debt assumed of approximately $1.9 billion. The acquisition provides a strong platform for Equifax to offer data and analytic services and further broaden the Company's geographic footprint. Additionally, on August 23, 2016, the Company completed the acquisition of 100% of the assets and certain liabilities of unemployment tax and claims management specialists Barnett & Associates ("Barnett"), as well as the verifications business, Computersoft, [added: LLC ("Computersoft"). For the year ended December 31, 2016, we recorded $40.2 million ($28.2 million, net of tax) for Veda acquisition related amounts. Of this amount, $30.1 million relates to transaction and integration costs in operating income, $9.2 million is recorded in other income and is the impact of foreign currency changes on the transaction structure, including the economic hedges, $0.2 million is recorded in depreciation and amortization, and $0.7 million is recorded in interest expense. For additional information, see Note 3 of the Notes to the Consolidated Financial Statements in this report.] |
For additional information, see Note [removed: 3] [added: 6] of the Notes to the Consolidated Financial Statements in this report.
| [removed: (2)] [added: (4)] | In the first quarter of 2015, we recorded a $20.7 million restructuring charge ($13.2 million, net of tax) all of which was recorded in [removed: selling,] [added: Selling,] general and administrative expenses on our Consolidated Statements of Income. This charge resulted from our continuing efforts to realign our internal resources to support the Company’s strategic objectives and increase the integration of our global operations. For additional information, see Note 12 of the Notes to Consolidated Financial Statements in this report. |
| [removed: (3)] [added: (5)] | During the second quarter of 2015, the management of Boa Vista Servicos S.A. ("BVS"), in which we hold a 15% cost method investment, updated the financial [removed: projections.] [added: projections of BVS.] The updated projections, along with the continued weakness in the Brazilian consumer and small commercial credit markets were considered indicators of impairment. As a result of these changes, and the associated near-term changes in cash flow expected from the business, we recorded a 46.0 million Brazilian Reais ($14.8 million) impairment of our investment. For additional information, see Note 2 of the Notes to Consolidated Financial Statements in this report. |
| [removed: (4)] [added: (6)] | During the first quarter of 2014, we acquired 100% of the stock of TDX, a data, technology and services company in the United Kingdom that specializes in debt collections and recovery management through the use of analytics, data exchanges and technology platforms. The results of this acquisition have been included in our USIS and International operating segments subsequent to the acquisition. We also purchased Forseva, a provider of end-to-end, cloud-based credit-management software solutions. The results of this acquisition have been included in our USIS operating segment subsequent to the acquisition. [removed: For additional information about these acquisitions, see Note 3 of the Notes to Consolidated Financial Statements in this report.] |
| [removed: (5)] [added: (7)] | During the first quarter of 2013, we divested two non-strategic business lines, Equifax Settlement Services, which was part of our Mortgage business within the USIS operating segment, and Talent Management Services, which was part of our Employer Services business within our Workforce Solutions operating segment, for a total of $47.5 million. We have presented the Equifax Settlement Services and Talent Management Services operations as discontinued operations for all periods presented. |
| [removed: (6)] [added: (8)] | During the fourth quarter of 2013, the management of BVS, in which we hold a 15% cost method investment, revised its near-term outlook and its operating plans to reflect reduced near-term market expectations for credit information services in Brazil and increased investment needed to achieve its strategic objectives. As a result of these changes, and the [removed: 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.] |
| | 2017 (1) (2) | | | | 2016 (3) | | | | 2015 (4)(5) | | | | 2014 (6) | | | | 2013(7)(8) | | |
| (1) | Through December 31, 2017, the Company recorded $164.0 million of pretax expenses related to the cybersecurity incident and insurance recoveries of $50.0 million for net expenses of $114.0 million. We included $14.2 million of these expenses in Cost of services and $99.8 million in Selling, general and administrative expenses in the accompanying Consolidated Statements of Income for the year ended December 31, 2017. Expenses include costs to investigate and remediate the cybersecurity incident and legal and other professional services related thereto, all of which were expensed as incurred. Additionally, as a result of the cybersecurity incident, we offered free credit file monitoring and identity theft protection to all U.S. consumers. We have recorded the expenses necessary to provide this |
service to those who signed up.
| (2) | The Tax Cuts and Jobs Act of 2017 (“Tax Act”), as signed by the President of the United States on December 22, 2017, significantly revises U.S. tax law. The legislation will positively impact the Company’s ongoing effective tax rate due to the reduction of the U.S. federal corporate tax rate from 35% to 21%. The Tax Act makes major changes to the U.S. international tax system. Under previous law, foreign earnings were subject to U.S. tax when repatriated to the U.S. Under the Tax Act, foreign earnings are generally exempt from U.S. tax. Additionally, there is a one-time deemed repatriation tax on undistributed foreign earnings and profits (the “transition tax”). The Tax Act imposes other U.S. taxes on “global intangible low taxed income” and “base erosion anti-abuse transactions.” Other significant changes include limitations on the deductibility of interest expense and executive compensation, and repeal of the deduction for domestic production activities. As a result of the current interpretation and estimated impact of the Tax Act, the Company recorded adjustments totaling a net tax benefit of $48.3 million in the fourth quarter of 2017 to provisionally account for the estimated impact. Refer to Note 7 of the Notes to the Consolidated Financial Statements in this Form 10-K for additional information. We also prospectively applied the provisions of ASU 2016-09 "Compensation - Stock Compensation (Topic 718)," related to the recognition of windfall tax benefits in the Consolidated Statement of Income which resulted in the recognition of $26.7 million of tax benefits for the year ended December 31, 2017. |
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.
LLC ("Computersoft").
For the year ended December 31, 2016, we recorded $40.2 million ($28.2 million, net of tax) for Veda acquisition related amounts.
Of this amount, $30.1 million relates to transaction and integration costs in operating income, $9.2 million is recorded in other income and is the impact of foreign currency changes on the transaction structure, including the economic hedges, $0.2 million is recorded in depreciation and amortization, and $0.7 million is recorded in interest expense.
| (7) | On December 28, 2012, we acquired certain credit services business assets and operations of Computer Sciences Corporation for $1.0 billion. We financed the acquisition with available cash, the issuance of $500 million of 3.30% ten-year senior notes, and commercial paper borrowings under our CP program. The results of this acquisition are included in our USIS segment after the date of acquisition and were not material for 2012. |
| (8) | During the fourth quarter of 2012, we offered certain former employees a voluntary lump sum payment option of their pension benefits or a reduced monthly annuity. Approximately 64% of the vested terminated participants elected to receive the lump sum payment which resulted in a payment of $62.6 million from the assets in the pension plan. An amendment to the USRIP was also approved which froze future salary increases for non-grandfathered participants and offered a one-time 9% increase to the service benefit. The settlement and amendment resulted in a $38.7 million pension charge. |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
563 rewritten, 322 added, 145 removed, 1,094 unchanged
| [Report of Independent Registered Public Accounting Firm on Internal Control over Financial [removed: Reporting](#s513FE7449BC95DDE99426E1314836256)] [added: Reporting](#s1113DA15E19A5244B525426934303EC8)] | [removed: [52](#s513FE7449BC95DDE99426E1314836256)] [added: [61](#s1113DA15E19A5244B525426934303EC8)] |
[removed: | [Report] [added: Report] of Independent Registered Public Accounting [removed: Firm](#sC66D886D88445A8F90C1FDE6053EB08F) | [53](#sC66D886D88445A8F90C1FDE6053EB08F) |][added: Firm]
| [Consolidated Statements of Income for each of the three years in the period ended December 31, [removed: 2016](#s179883899AAB5BEBB022945F5AD185B8)] [added: 2017](#s7AA66B24C4A853FBBC140B891CA5EECD)] | [removed: [54](#s179883899AAB5BEBB022945F5AD185B8)] [added: [63](#s7AA66B24C4A853FBBC140B891CA5EECD)] |
| [Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, [removed: 2016](#s0CA483C1585A5494BC8773638BA26CAD)] [added: 2017](#sC91CC07A4E645FE2923FE380678F6EEB)] | [removed: [55](#s0CA483C1585A5494BC8773638BA26CAD)] [added: [64](#sC91CC07A4E645FE2923FE380678F6EEB)] |
| [Consolidated Balance Sheets at December 31, [removed: 2016] [added: 2017] and [removed: 2015](#s012EDD7076E558C3A86339C9755A520C)] [added: 2016](#sF523F303454956D4B04873E809CCEF66)] | [removed: [56](#s012EDD7076E558C3A86339C9755A520C)] [added: [65](#sF523F303454956D4B04873E809CCEF66)] |
| [Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, [removed: 2016](#sA662058424FE51C48A99FD2EDD555664)] [added: 2017](#sD9408B2FD86D57F7A5D839F2EF742746)] | [removed: [57](#sA662058424FE51C48A99FD2EDD555664)] [added: [66](#sD9408B2FD86D57F7A5D839F2EF742746)] |
| [Consolidated Statements of Shareholders’ Equity and Other Comprehensive Income for each of the three years in the period ended December 31, [removed: 2016](#sEBB6447F387B51AEB5C5471FAE600FF2)] [added: 2017](#s62D3F1514FC95F10B448528D61D532F8)] | [removed: [58](#sEBB6447F387B51AEB5C5471FAE600FF2)] [added: [67](#s62D3F1514FC95F10B448528D61D532F8)] |
[removed: | [Notes to Consolidated Financial Statements](#s706B1AF15858568693D89929B11C12AE) | [60](#s706B1AF15858568693D89929B11C12AE) |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]
[removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING][added: | [Report of Independent Registered Public Accounting Firm](#s312DE077CC6A507782302BA8D5261E45) | [62](#s312DE077CC6A507782302BA8D5261E45) |]
[removed: The] [added: To the Shareholders and the] Board of Directors [removed: and Shareholders] of Equifax [removed: Inc.:][added: Inc.]
We have audited Equifax Inc.’s [removed: (“Equifax” or “the Company”)] internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“2013 framework”) (the COSO criteria).
[removed: Equifax’s] [added: The Company’s] management is responsible for maintaining effective internal control over financial [removed: reporting,] [added: reporting] and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control [removed: Over] [added: over] Financial Reporting.
We conducted our audit in accordance with the standards of the [removed: Public Company Accounting Oversight Board (United States).][added: PCAOB.]
A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, [removed: use] [added: use,] or disposition of the company’s assets that could have a material effect on the financial statements.
In our opinion, Equifax Inc. [added: (the Company)] maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United [removed: States),] [added: States) (PCAOB),] the consolidated balance sheets of [removed: Equifax, Inc.] [added: the Company] as of December 31, [removed: 2016 and 2015,] [added: 2017] and [added: 2016,] the related consolidated statements of income, comprehensive income, cash flows, and shareholders’ equity and other comprehensive income for each of the three years in the period ended December 31, [removed: 2016, of Equifax Inc.] [added: 2017,] and [added: the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the "consolidated financial statements") and] our report dated [removed: February 22, 2017] [added: March 1, 2018] expressed an unqualified opinion thereon.
We have audited the accompanying consolidated balance sheets of Equifax Inc. [added: (the Company)] as of December 31, [removed: 2016 and 2015,] [added: 2017] and [added: 2016,] the related consolidated statements of income, comprehensive income, cash flows, and shareholders’ equity and other comprehensive income for each of the three years in the period ended December 31, [removed: 2016.][added: 2017, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).]
These [added: consolidated] financial statements [removed: and schedule] are the responsibility of the Company's management.
Our responsibility is to express an opinion on [removed: these] [added: the Company’s consolidated] financial statements [removed: and schedule] based on our audits.
We conducted our audits in accordance with the standards of the [removed: Public Company Accounting Oversight Board (United States).][added: PCAOB.]
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the [added: consolidated] financial statements are free of material [removed: misstatement.][added: misstatement, whether due to error or fraud.]
[removed: An audit includes] [added: Such procedures included] examining, on a test basis, evidence [removed: supporting] [added: regarding] the amounts and disclosures in the [added: consolidated] financial statements.
[removed: An audit] [added: Our audits] also [removed: includes assessing] [added: included evaluating] the accounting principles used and significant estimates made by management, as well as evaluating the overall [added: presentation of the consolidated] financial [removed: statement presentation.][added: statements.]
In our opinion, the [added: consolidated] financial statements [removed: referred to above] present fairly, in all material respects, the [removed: consolidated] financial position of [removed: Equifax Inc.] [added: the Company] at December 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] and the [removed: consolidated] results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2016,] [added: 2017,] in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United [removed: States), Equifax Inc.'s] [added: States) (PCAOB), the Company's] internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (“2013 framework”)] [added: (2013 framework)] and our report dated [removed: February 22, 2017] [added: March 1, 2018] expressed an unqualified opinion thereon.
| | 2016 | | | | [removed: 2015] | | | [added: 2015] | [removed: 2014] | | | [added: | |]
| Operating revenue | $ | [removed: 3,144.9] [added: 3,362.2] | | | $ | [removed: 2,663.6] [added: 3,144.9] | | | $ | [removed: 2,436.4] [added: 2,663.6] | |
| Cost of services (exclusive of depreciation and amortization below) | [removed: 1,113.4] [added: 1,210.7] | | | | [removed: 887.4] [added: 1,113.4] | | | | [removed: 844.7] [added: 887.4] | | |
| Selling, general and administrative expenses | [removed: 948.2] [added: 1,039.1] | | | | [removed: 884.3] [added: 948.2] | | | | [removed: 751.7] [added: 884.3] | | |
| Depreciation and amortization | [removed: 265.4] [added: 287.8] | | | | [removed: 198.0] [added: 265.4] | | | | [removed: 201.8] [added: 198.0] | | |
| Total operating expenses | [removed: 2,327.0] [added: 2,537.6] | | | | [removed: 1,969.7] [added: 2,327.0] | | | | [removed: 1,798.2] [added: 1,969.7] | | |
| Operating income | [removed: 817.9] [added: 824.6] | | | | [removed: 693.9] [added: 817.9] | | | | [removed: 638.2] [added: 693.9] | | |
| Interest expense | [removed: (92.1] [added: (92.8] | | ) | | [removed: (63.8] [added: (92.1] | | ) | | [removed: (68.6] [added: (63.8] | | ) |
| Other income, net | [removed: 2.4] [added: 14.8] | | | | [removed: 6.5] [added: 2.4] | | | | [removed: 4.6] [added: 6.5] | | |
| Consolidated income before income taxes | [removed: 728.2] [added: 746.6] | | | | [removed: 636.6] [added: 728.2] | | | | [removed: 574.2] [added: 636.6] | | |
| Provision for income taxes | [removed: (233.1] [added: (148.6] | | ) | | [removed: (201.8] [added: (233.1] | | ) | | [removed: (200.2] [added: (201.8] | | ) |
| Consolidated net income | [removed: 495.1] [added: 598.0] | | | | [removed: 434.8] [added: 495.1] | | | | [removed: 374.0] [added: 434.8] | | |
| Less: Net income attributable to noncontrolling interests [added: including redeemable noncontrolling interests] | [removed: (6.3] [added: (10.7] | | ) | | [removed: (5.7] [added: (6.3] | | ) | | [removed: (6.6] [added: (5.7] | | ) |
| Net income attributable to Equifax | $ | [removed: 488.8] [added: 587.3] | | | $ | [removed: 429.1] [added: 488.8] | | | $ | [removed: 367.4] [added: 429.1] | |
| Basic earnings per [added: common] share: | | | | | | | | | | | |
| [Notes to Consolidated Financial Statements](#s82949FC1A1E7556F87CDD25B01673553) | [69](#s82949FC1A1E7556F87CDD25B01673553) |
Opinion on Internal Control over Financial Reporting
Basis for Opinion
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
Definition and Limitations of Internal Control Over Financial Reporting
March 1, 2018
To the Shareholders and the Board of Directors of Equifax Inc.
Opinion on the Consolidated Financial Statements
Basis for Opinion
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
Our audits included performing procedures to assess the risk of material misstatements of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
We have served as the Company’s auditor since 2002.
March 1, 2018
| | 2017 | | | | 2016 | | |
| Cash received from sale of asset | 8.6 | | | | — | | | | — | | |
| Payment of taxes related to settlement of equity awards | (33.5 | | ) | | (27.2 | | ) | | (27.0 | | ) |
| Other | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 6.7 | | | | 6.7 | | |
| Net income | — | | | — | | | | — | | | | 587.3 | | | | — | | | | — | | | | — | | | | 10.7 | | | | 598.0 | | |
| Other comprehensive income | — | | | — | | | | — | | | | — | | | | 166.9 | | | | — | | | | — | | | | 3.3 | | | | 170.2 | | |
| Impact of Tax Cuts and Jobs Act of 2017 | — | | | — | | | | — | | | | 50.0 | | | | (50.0 | | ) | | — | | | | — | | | | — | | | | — | | |
| Redeemable noncontrolling interest adjustment | — | | | — | | | | — | | | | (1.5 | | ) | | — | | | | — | | | | — | | | | 1.5 | | | | — | | |
| Purchases of redeemable noncontrolling interests | — | | | — | | | | (1.0 | | ) | | — | | | | — | | | | — | | | | — | | | | (1.6 | | ) | | (2.6 | | ) |
| Other | — | | | — | | | | — | | | | (0.1 | | ) | | — | | | | — | | | | — | | | | 0.5 | | | | 0.4 | | |
| Balance, December 31, 2017 | 120.1 | | | $ | 236.6 | | | $ | 1,332.7 | | | $ | 4,600.6 | | | $ | (412.0 | ) | | $ | (2,577.6 | ) | | $ | (5.9 | ) | | $ | 64.6 | | | $ | 3,239.0 | |
| Impact of Tax Cuts and Jobs Act of 2017 | (50.0 | | ) | | — | | | | — | | |
Other current assets on our Consolidated Balance Sheets include certain current tax receivable accounts.
As of December 31, 2017 and 2016 these assets were approximately $54.2 million and $10.9 million, respectively.
Other current assets also includes an insurance receivable for costs incurred to date related to the cybersecurity incident that are reimbursable and probable of recovery under our insurance coverage.
As of December 31, 2017, the Company has recorded a receivable of $35.0 million.
For additional information, see Note 6.
Annual differences, if any, between the expected and actual returns on plan assets are included in unrecognized net actuarial gain or loss, a component of other comprehensive income.
In calculating the annual amortization of the unrecognized net actuarial gain or loss, we use a market-related value of assets that smooths actual investment gains and losses on plan assets over a period up to five years.
The resulting unrecognized net actuarial gain or loss amount is recognized in net periodic pension expense over the average remaining life expectancy of the participant group since almost all participants are inactive.
The options had an expiry date of February 18, 2016.
| Description | | | Fair Value at December 31, 2017 | | | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | | | Significant Other Observable Inputs (Level 2) | | | | Significant Unobservable Inputs (Level 3) | | |
reflected in retained earnings.
The new guidance requires the related payments to taxing authorities to be retrospectively presented as a cash outflow from financing activities.
As a result, we reclassified $27.2 million and $27.0 million of cash outflows from operating activities for the years ended 2016 and 2015, respectively, to a cash outflow from financing activities.
The adoption of this guidance resulted in the recognition of $26.7 million and $0.22 per diluted common share, of tax benefits in our Consolidated Statement of Income for the year ended December 31, 2017.
We also prospectively applied the provisions of the new guidance related to the presentation of windfall tax benefits as cash flows from operating activities which resulted in classifying $26.7 million of cash flows from financing activities to operating activities for the year ended December 31, 2017.
| | |
| --- | --- |
As indicated in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Veda Group Limited, which is included in the 2016 consolidated financial statements of Equifax Inc. and constituted $2,117.1 million and $1,915.2 million of the consolidated total assets and net assets, respectively, as of December 31, 2016 and $236.1 million and $55.6 million of operating revenue and net loss, respectively, for the year then ended.
Our audit of internal control over financial reporting of Equifax Inc. also did not include an evaluation of the internal control over financial reporting of Veda Group Limited.
February 22, 2017
Our audits also included the financial statement schedule listed in the Index at Item 15(a)(2).
Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
| Balance, December 31, 2013 | 121.9 | | | $ | 236.6 | | | $ | 1,174.6 | | | $ | 3,309.2 | | | $ | (312.6 | ) | | $ | (2,101.2 | ) | | $ | (5.9 | ) | | $ | 40.3 | | | $ | 2,341.0 | |
| Net income | — | | | — | | | | — | | | | 367.4 | | | | — | | | | — | | | | — | | | | 6.6 | | | | 374.0 | | |
| Other comprehensive loss | — | | | — | | | | — | | | | — | | | | (122.8 | | ) | | — | | | | — | | | | (2.8 | | ) | | (125.6 | | ) |
| Tax effects of stock-based compensation plans | — | | | — | | | | 17.7 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 17.7 | | |
| Purchase of noncontrolling interests | — | | | — | | | | (5.0 | | ) | | — | | | | — | | | | — | | | | — | | | | (2.4 | | ) | | (7.4 | | ) |
| Other | — | | | — | | | | 11.5 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 11.5 | | |
| Acquisition of Veda noncontrolling interests | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 6.7 | | | | 6.7 | | |
We process this information utilizing our proprietary information management systems.
We expense the cost of modifying and
The options had an expiry date of February 18, 2016, and are reflected in other current assets, net, on our December 31, 2015 Consolidated Balance Sheet.
The fair value of these options at December 31, 2015 was $14.4 million, recorded in other current assets, net, on our Consolidated Balance Sheet.
Fair Value Hedges.
In conjunction with our fourth quarter 2009 sale of five-year Senior Notes, we entered into five-year interest rate swaps, designated as fair value hedges, which convert the debt’s fixed interest rate to a variable rate.
These swaps involve the receipt of fixed rate amounts for floating interest rate payments over the life of the swaps without exchange of the underlying principal amount.
Changes in the fair value of the interest rate swaps offset changes in the fair value of the fixed-rate Senior Notes they hedge due to changes in the designated benchmark interest rate and are recorded in interest expense.
We settled the interest rate swaps on their maturity date during the fourth quarter of 2014, with receipt of $3.8 million from the counterparties.
There was no ineffectiveness on our fair value hedge that impacted 2014 earnings.
As disclosed in Note 3, we completed various
redemption method as of the balance sheet date.
In April 2015, the Financial Accounting Standards Board (“FASB”) issued ASU 2015-03 “Interest - Imputation of Interest.” The guidance modified the presentation of debt issuance costs, to require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts.
In August 2015, the FASB issued ASU 2015-15 "Interest - Imputation of Interest", which updated the ASU 2015-03 guidance to state that the SEC staff would not object to an entity deferring and presenting debt issuance costs relating to a line-of-credit arrangement as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement.
For public business entities, the amendments in this update are effective for financial statements issued for annual periods beginning after December 15, 2015, and interim periods within those annual periods.
The Company adopted the new guidance in 2016 and retrospectively presented the debt issuance costs related to its long-term debt as a deduction from the carrying amount of the associated debt on its Consolidated Balance Sheets as of December 31, 2016 and December 31, 2015.
The Company continues to present the debt issuance costs related to its revolving credit facilities as an asset on its Consolidated Balance Sheets as of December 31, 2016 and December 31, 2015.
This change did not have a material impact on our Consolidated Balance Sheets and did not affect the Company's consolidated statements of income, cash flows, or shareholders' equity.
This standard provides criteria to determine when an asset acquired or group of assets acquired is not a business.
This standard provides guidance for eight targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice.
Share-based payments.
In March 2016, the FASB issued ASU 2016-09 "Compensation - Stock Compensation (Topic 718)".
The guidance is effective in 2017 with early adoption permitted.
These amounts will be classified prospectively as a tax benefit in net income in our Consolidated Statements of Income and an operating activity in our Consolidated Statements of Cash Flows.
We plan to adopt the standard beginning with the first quarter of 2017.
This standard eliminates the requirement that an investor retrospectively apply equity method accounting when an investment that it had accounted for by another method initially qualifies for the equity method.
An excerpt. Shown here: 40 of 563 rewritten, 40 of 322 added and 40 of 145 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2017 filing and the FY2016 filing.
Item 9A. CONTROLS AND PROCEDURES
8 rewritten, 6 added, 6 removed, 15 unchanged
Our management, with the participation of our [removed: Chairman and] [added: Interim] Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of Equifax’s disclosure controls and procedures as of the end of the period covered by this report.
Based on that evaluation, our [removed: Chairman and] [added: Interim] Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report (i) were appropriately designed to provide reasonable assurance of achieving their objectives and (ii) were effective and provided reasonable assurance that the information required to be disclosed by Equifax in reports filed under the Exchange Act is (a) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (b) accumulated and communicated to Equifax’s management, including our [removed: Chairman and] [added: Interim] Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, our [removed: Chairman and] [added: Interim] Chief Executive Officer and Chief Financial Officer and effected by our Board of Directors, management and other personnel, 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 and includes those policies and procedures that:
Our management assessed the effectiveness of Equifax’s internal control over financial reporting as of December 31, [removed: 2016] [added: 2017] using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013 Framework).
Based on this assessment using those criteria, our management concluded that, as of December 31, [removed: 2016,] [added: 2017,] Equifax’s internal control over financial reporting was effective.
[removed: Management] reviewed the results of its assessment with the Audit Committee of its Board of Directors.
The effectiveness of Equifax’s internal control over financial reporting as of December 31, [removed: 2016] [added: 2017] has been audited by Ernst & Young LLP, Equifax’s independent registered public accounting firm, as stated in their report, which appears in Part II, Item 8 of this Form 10-K on page [removed: 52.][added: 61.]
There have been no changes in internal control over financial reporting identified in connection with the foregoing [removed: evaluation] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
As discussed in Note 6 of the Notes to the Consolidated Financial Statements in this Form 10-K, on September 7, 2017, we announced a cybersecurity incident.
Our review of the circumstances and resulting impact on our internal controls over financial reporting (ICFR) identified two significant deficiencies in our IT General Controls environment, in the third quarter of 2017.
As of December 31, 2017, management has remediated the two significant deficiencies.
Incorporating these results, our management, with the participation of our Interim Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of Equifax's disclosure controls and procedures as of the end of the period covered by this report.
Based on that evaluation, our Interim Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report (i) were appropriately designed to provide reasonable assurance of achieving their objectives and (ii) were effective and provided reasonable assurance that the information required to be disclosed by Equifax in reports filed under the Exchange Act is (a) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (b) accumulated and communicated to Equifax's management, including our Interim Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management
On February 24, 2016, the Company acquired Veda Group Limited, a provider of credit information and analysis with operations in Australia and New Zealand.
As permitted by Securities and Exchange Commission guidance, the scope of our Section 404 evaluation for the fiscal year ended December 31, 2016 does not include the internal controls over financial reporting over the acquired operations.
This acquisition is included in our consolidated financial statements from the date of the acquisition.
The acquisition represented approximately $2,117.1 million and $1,915.2 million of our consolidated total assets and net assets, respectively, as of December 31, 2016 and $236.1 and $55.6 of operating revenue and net loss, respectively, for the year then ended.
There were no other acquisitions completed during 2016 that were material to the 2016 consolidated financial statements.
PART III
Item 9B. OTHER INFORMATION
0 rewritten, 2 added, 0 removed, 0 unchanged
New section this year
None.
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 rewritten, 61 added, 7 removed, 0 unchanged
We have adopted [added: a] written [removed: codes] [added: Code] of [removed: ethics] [added: Ethics] and [removed: business conduct] [added: Business Conduct] applicable to all our employees, including our principal executive officer, principal financial officer, and principal accounting officer and controller, and to members of our Board of [removed: Directors, available on our investor relations website: www.equifax.com/about-equifax/corporate-governance.][added: Directors.]
Except for the information about our executive officers shown below, the information required by this Item 10 is incorporated herein by reference from the information contained in our Proxy Statement to be filed with the SEC in connection with the solicitation of proxies for our 2018 Annual Meeting of Shareholders (the “2018 Proxy Statement”) under the sections entitled “Proposal 1 Election of Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance” and “Board Leadership and Corporation Governance Committees of the Board of Directors.”
Our Code of Ethics and Business Conduct is available on our investor relations website: www.equifax.com/about-equifax/corporate-governance.
We will disclose amendments to certain provisions of our Code of Ethics and Business Conduct, or waivers of such provisions granted to executive officers and directors, on this website.
Executive Officers
Information regarding the executive officers of Equifax Inc. is set forth below.
J.
Dann Adams (60) has been President, Global Consumer Solutions, since November 2015.
Prior thereto, he served as President, Workforce Solutions, since July 2010.
Prior thereto, he served as President, U.S. Information Solutions from 2007 to June 2010.
Prior thereto, he served as Group Executive, North America Information Services from November 2003 until December 2006.
Paulino do Rego Barros, Jr. (61) has been Interim Chief Executive Officer since September 2017.
Prior thereto, he led the Company’s Asia-Pacific business since July 2017.
Prior thereto, he was President, U.S. Information Solutions, since November 2015.
Prior thereto, he served as President, International, since April 2010.
Prior thereto, he served as President of PB&C Global Investments, LLC, an international consulting and investment firm.
Prior thereto, he was President of Global Operations for AT&T.
Jamil Farshchi (40) was appointed as our Chief Information Security Officer on February 26, 2018.
Prior to joining Equifax, Mr. Farshchi served as Chief Information Security Officer at The Home Depot since April 2015.
Prior thereto, he was the first Global Chief Information Security Officer at Time Warner Inc., from August 2014 to March 2015.
Prior thereto, he was the Vice President of Global Information Security at Visa Inc. from August 2011 to August 2014.
Mr. Farshchi has also held senior roles at Los Alamos National Laboratory, Sitel Corporation, Nextwave Broadband and NASA.
John W.
Gamble, Jr. (55) has been Corporate Vice President and Chief Financial Officer since May 2014.
Prior to that, Mr. Gamble was Executive Vice President and Chief Financial Officer of Lexmark International, Inc., a global provider of document solutions, enterprise content management software and services, printers and multifunction printers, from September 2005 until May 2014.
John T.
Hartman (58) has been President, International, since November 2015.
Prior thereto, he served as Senior Vice President, Corporate Development, since July 2010.
Prior thereto, he served as President of Growth Vector from 2009 to 2010.
Prior thereto, he served as Executive Vice President and Chief Commercial Officer for Acuity Brands from 2004 to 2009.
Julia A.
Houston (47) has been Chief Transformation Officer since October 2017.
Prior thereto, she was Senior Vice President, U.S. Legal, since October 2013.
Prior to joining Equifax, Ms. Houston was Senior Vice President, General Counsel and Corporate Secretary at Convergys Corporation, from 2011 to 2013.
Prior thereto, she served was Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary at Mirant Corporation, from 2004 to 2010.
John J.
Kelley III (57) has been Corporate Vice President and Chief Legal Officer since January 2013.
Prior to joining Equifax, Mr. Kelley was a senior partner in the Corporate Practice Group of the law firm of King & Spalding LLP from January 1993 to December 2012.
Nuala M.
King (64) has been Senior Vice President and Controller since May 2006.
Prior thereto, she was Vice President and Corporate Controller from March 2004 to April 2006.
The information concerning directors required by Item 401 of Regulation S-K is included under the caption “Proposal 1 - Election of 11 Director Nominees Listed in Proxy Statement” in our definitive Proxy Statement in connection with our 2017 Annual Meeting of Shareholders, to be filed pursuant to Regulation 14A (the 2017 Proxy Statement), and that information is incorporated by reference in this Form 10-K.
Information concerning executive officers required by Item 401 of Regulation S-K is located under Part I, Item 4(a) of this Form 10-K.
The information required by Item 405 of Regulation S-K is included under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in the 2017 Proxy Statement, and that information is incorporated by reference in this Form 10-K.
The information required by Items 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is included under the captions “Committees of the Board of Directors” in the 2017 Proxy Statement, and that information is incorporated by reference in this Form 10-K.
Printed copies may be obtained, without charge, by contacting Equifax Inc., Attn: Office of Corporate Secretary, P.O. Box 4081, Atlanta, Georgia 30302.
We are required to disclose any change to, or waiver from, our code of ethics and business conduct for our Chief Executive Officer and senior financial officers.
We use our website to disseminate this disclosure as permitted by applicable SEC rules.
An excerpt. Shown here: all 1 rewritten, 40 of 61 added and all 7 removed. The counts are complete. For every sentence, read Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE in the FY2017 filing and the FY2016 filing.
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 8 removed, 0 unchanged
The information required by [added: this] Item [removed: 402 of Regulation S-K] [added: 11] is [removed: included in] [added: incorporated herein by reference from] the [removed: text and tables] [added: information contained in our 2018 Proxy Statement] under the [removed: captions] [added: sections entitled] “Executive Compensation” and “Director [removed: Compensation” in the 2017 Proxy Statement and that information is incorporated by reference in this Form 10-K.][added: Compensation.”]
The information required by Items 407(e)(4) and (e)(5) of Regulation S-K is included under the captions “Executive Compensation - Compensation Committee Interlocks and Insider Participation” and “Executive Compensation - Compensation Committee Report” in the 2017 Proxy Statement, and that information is furnished by incorporation by reference in this Form 10-K.
| | |
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| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The information required by this Item 12 is included under the heading “Security Ownership of Management and Certain Beneficial Owners” in the 2017 Proxy Statement, and that information is incorporated by reference in this Form 10-K.
The information required by this Item 12 related to our equity compensation plans that authorize the issuance of shares of Equifax Inc. common stock to employees and directors is included under the heading “Executive Compensation - Equity Compensation Plan Information” in the 2017 Proxy Statement, and that information is incorporated by reference in this Form 10-K.
Securities Authorized for Issuance Under Equity Compensation Plans
Information required by Item 12 regarding the securities authorized for issuance under our equity compensation plans is included in the section captioned “Equity Compensation Plan Information” in our 2017 Proxy Statement which information is incorporated by reference into this Form 10-K.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
0 rewritten, 1 added, 0 removed, 0 unchanged
New section this year
The information required by this Item 12 is incorporated herein by reference from the information contained in our 2018 Proxy Statement under the sections entitled “Security Ownership of Management and Certain Beneficial Owners” and “Executive Compensation Equity Compensation Plan Information.”
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this Item 13 is [removed: included] [added: incorporated herein by reference from the information contained in our 2018 Proxy Statement] under the [removed: captions “Corporate] [added: sections entitled “Board Leadership and Corporate] Governance [removed: - Related] [added: Director Independence, ” “Related] Person Transaction [removed: Policy,” “Corporate Governance - Certain] [added: Policy” and “Certain] Relationships and Related Person Transactions of Directors, Executive Officers, and 5 Percent [removed: Stockholders,” and “Corporate Governance - Director Independence” in the 2017 Proxy Statement, and that information is incorporated by reference in this Form 10-K.][added: Shareholders.”]
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
1 rewritten, 0 added, 0 removed, 1 unchanged
The information required by this Item 14 is [removed: included] [added: incorporated herein by reference from the information contained in our 2018 Proxy Statement] under the [removed: caption] [added: section entitled] “Proposal [removed: 2 -] [added: 3] Ratification of Appointment of Ernst & Young LLP as Independent [removed: Auditor] [added: Registered Public Accounting Firm] for [removed: 2017” in the 2017 Proxy Statement, and that information is incorporated by reference in this Form 10-K.][added: 2018.”]
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
54 rewritten, 19 added, 76 removed, 63 unchanged
| • | Consolidated Balance Sheets — December 31, [removed: 2016] [added: 2017] and [removed: 2015;] [added: 2016;] |
| • | Consolidated Statements of Income for the Years Ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014;] [added: 2015;] |
| • | Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014;] [added: 2015;] |
| • | Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014;] [added: 2015;] |
| • | Consolidated Statements of Shareholders’ Equity and Other Comprehensive Income for the Years Ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014;] [added: 2015;] and |
| 2.1 | | [removed: Scheme] [added: [Scheme] Implementation Deed, dated as of November 22, 2015 (Sydney, Australia time), by and between Equifax Inc. and Veda Group Limited (incorporated by reference to Exhibit 2.1 to Equifax's Form 8-K filed November 24, [removed: 2015).] [added: 2015).](http://www.sec.gov/Archives/edgar/data/33185/000114420415067853/v425505_ex2-1.htm)] |
| 3.1 | | [removed: Amended] [added: [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, [removed: 2009).] [added: 2009).](http://www.sec.gov/Archives/edgar/data/33185/000110465909032557/a09-13450_1ex3d1.htm)] |
| 3.2 | | [removed: Amended] [added: [Amended] and Restated Bylaws of Equifax Inc. (incorporated by reference to Exhibit 3.1 to Equifax's Form 8-K filed February 21, [removed: 2017).] [added: 2017).](http://www.sec.gov/Archives/edgar/data/33185/000119312517049462/d330951dex32.htm)] |
| 4.1 | | [removed: Amendment] [added: [Amendment] to Rights Agreement dated as of February 19, 2015, between Equifax Inc. and American Stock Transfer & Trust Company, LLC, as successor Rights Agent to SunTrust Bank, amending the Amended and Restated Rights Agreement dated as of October 14, 2005, between Equifax Inc. and SunTrust Bank, as Rights Agent (incorporated by reference to Exhibit 4.1 to Equifax’s Form 8-K filed February 20, [removed: 2015).] [added: 2015).](http://www.sec.gov/Archives/edgar/data/33185/000114420415011094/v402086_ex4-1.htm)] |
| 4.2 | | [removed: Indenture] [added: [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, [removed: 1999).] [added: 1999).](http://www.sec.gov/Archives/edgar/data/33185/0000931763-99-000970.txt)] |
| 4.3 | | [removed: First] [added: [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 [removed: 6.30%] [added: 7.00%] Senior Notes due [removed: 2017] [added: 2037] were issued), to the 1998 Indenture (incorporated by reference to Exhibit 4.1 to Equifax's Form 8-K filed June 29, [removed: 2007).] [added: 2007).](http://www.sec.gov/Archives/edgar/data/33185/000110465907051403/a07-17861_1ex4d4.htm)] |
| 4.4 | | [removed: Second] [added: [Fourth] Supplemental Indenture dated as of [removed: June 28, 2007,] [added: December 17, 2012,] between Equifax Inc. and The Bank of New York [added: Mellon] Trust Company, N.A. (under which Equifax's [removed: 7.00%] [added: 3.30%] Senior Notes due [removed: 2037] [added: 2022] were issued), to the 1998 Indenture (incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to Equifax's Form 8-K filed [removed: June 29, 2007).] [added: December 11, 2012).](http://www.sec.gov/Archives/edgar/data/33185/000114420412067432/v330087_ex4-2.htm)] |
| [removed: 4.6] [added: 4.5] | | [removed: Third] [added: [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, [removed: 2012).] [added: 2012).](http://www.sec.gov/Archives/edgar/data/33185/000114420412068962/v330611_ex4-2.htm)] |
| [removed: 4.7] [added: 4.6] | | [removed: Indenture,] [added: [Indenture,] dated as of May 12, 2016, between Equifax Inc. and U.S. Bank National Association, as [removed: Trustree] [added: Trustee] (incorporated by reference to Exhibit 4.1 to Equifax's Form 8-K filed May 12, [removed: 2016).] [added: 2016).](http://www.sec.gov/Archives/edgar/data/33185/000119312516588951/d165110dex41.htm)] |
| [removed: 4.8] [added: 4.7] | | [removed: First] [added: [First] Supplemental Indenture, dated as of May 12, 2016, between Equifax Inc. and U.S. Bank National Association, as Trustee, including the form of 2021 Note as Exhibit A (incorporated by reference to Exhibit 4.2 to Equifax’s Form 8-K filed May 12, [removed: 2016).] [added: 2016).](http://www.sec.gov/Archives/edgar/data/33185/000119312516588951/d165110dex42.htm)] |
| [removed: 4.9] [added: 4.8] | | [removed: Second] [added: [Second] Supplemental Indenture, dated as of May 12, 2016, between Equifax Inc. and U.S. Bank National Association, as Trustee, including the form of 2026 Note as Exhibit A (incorporated by reference to Exhibit 4.3 to Equifax’s Form 8-K filed May 12, [removed: 2016).] [added: 2016).](http://www.sec.gov/Archives/edgar/data/33185/000119312516588951/d165110dex43.htm)] |
| | | Except as set forth in the preceding Exhibits 4.1 through [removed: 4.9,] [added: 4.8,] 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. |
| 10.1 | | [removed: Form] [added: [Form] of Director/Executive Officer Indemnification Agreement (incorporated by reference to Exhibit 10.1 to Equifax’s Form 8-K filed May 14, [removed: 2009).] [added: 2009).](http://www.sec.gov/Archives/edgar/data/33185/000110465909032557/a09-13450_1ex10d1.htm)] |
| 10.2 | | [removed: Form] [added: [Form] of Change in Control Agreement adopted in 2008 (Tier I or Tier II) (incorporated by reference to Exhibit 10.3 to Equifax’s Form 8-K filed September 26, [removed: 2008).] [added: 2008).](http://www.sec.gov/Archives/edgar/data/33185/000110465908060752/a08-24408_1ex10d3.htm)] |
| 10.3 | | [removed: Form] [added: [Form] of Change in Control Agreement adopted in 2013 (Tier I or Tier II) (incorporated by reference to Exhibit 10.2 to Equifax’s Form 10-K filed February 22, [removed: 2013).] [added: 2013).](http://www.sec.gov/Archives/edgar/data/33185/000114420413010696/v332542_ex10-2.htm)] |
| 10.4 | | [removed: Equifax] [added: [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, [removed: 1999).] [added: 1999).](http://www.sec.gov/Archives/edgar/data/33185/0000931763-99-000970.txt)] |
| 10.5 | | [removed: Equifax] [added: [Equifax] Inc. Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.7 to Equifax’s Form 10-K filed March 29, [removed: 2001).] [added: 2001).](http://www.sec.gov/Archives/edgar/data/33185/000093176301000610/0000931763-01-000610-0003.txt)] |
| 10.6 | | [removed: Supplemental] [added: [Supplemental] Retirement Plan for Executives of Equifax Inc. (incorporated by reference to Exhibit 10.6(a) to Equifax’s Form 10-K filed February 24, [removed: 2016).] [added: 2016).](http://www.sec.gov/Archives/edgar/data/33185/000003318516000037/a2015exhibit106a.htm)] |
| 10.7 | | [removed: Trust] [added: [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, [removed: 2012).] [added: 2012).](http://www.sec.gov/Archives/edgar/data/33185/000114420412010639/v244511_ex10-6b.htm)] |
| 10.8 | | [removed: Equifax] [added: [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, [removed: 2001).] [added: 2001).](http://www.sec.gov/Archives/edgar/data/33185/000093176301000610/0000931763-01-000610-0004.txt)] |
| 10.9 | | [removed: Equifax] [added: [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, [removed: 2013).] [added: 2013).](http://www.sec.gov/Archives/edgar/data/33185/000119312513117398/d466797ddef14a.htm)] |
| [removed: 10.10] [added: 10.11] | | [removed: Form] [added: [Form] of Non-Qualified Stock Option Agreement (Senior Leadership Team) under the Equifax Inc. Amended and Restated 2008 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.9 to Equifax's form 10-K filed February 22, [removed: 2013).] [added: 2013).](http://www.sec.gov/Archives/edgar/data/33185/000114420413010696/v332542_ex10-9.htm)] |
| [removed: 10.11] [added: 10.12] | | [removed: Form] [added: [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, [removed: 2013).] [added: 2013).](http://www.sec.gov/Archives/edgar/data/33185/000114420413010696/v332542_ex10-26.htm)] |
| [removed: 10.12] [added: 10.13] | | [removed: Form] [added: [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, [removed: 2013).] [added: 2013).](http://www.sec.gov/Archives/edgar/data/33185/000114420413010696/v332542_ex10-27.htm)] |
| [removed: 10.13] [added: 10.14] | | [removed: Form] [added: [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, [removed: 2013).] [added: 2013).](http://www.sec.gov/Archives/edgar/data/33185/000114420413010696/v332542_ex10-28.htm)] |
| [removed: 10.14] [added: 10.15] | | [removed: Form] [added: [Form] of Non-Employee Director Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.17 to Equifax’s Form 10-K filed February 26, [removed: 2009).] [added: 2009).](http://www.sec.gov/Archives/edgar/data/33185/000104746909001891/a2190893zex-10_17.htm)] |
| [removed: 10.15] [added: 10.16] | | [removed: Form] [added: [Form] of Total Share Return Performance Share Award Agreement (Senior Leadership Team) under the Equifax Inc. Amended and Restated 2008 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.29 to Equifax’s Form 10-K filed February 28, [removed: 2014).] [added: 2014).](http://www.sec.gov/Archives/edgar/data/33185/000114420414012238/v368092_ex10-29.htm)] |
| [removed: 10.16] [added: 10.17] | | [removed: Form] [added: [Form] of Total Share Return Performance Share Award Agreement (CEO) under the Equifax Inc. Amended and Restated 2008 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.30 to Equifax’s Form 10-K filed February 28, [removed: 2014).] [added: 2014).](http://www.sec.gov/Archives/edgar/data/33185/000114420414012238/v368092_ex10-30.htm)] |
| [removed: 10.17] [added: 10.18] | | [removed: Equifax] [added: [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, [removed: 2009).] [added: 2009).](http://www.sec.gov/Archives/edgar/data/33185/000104746909001891/a2190893zex-10_10.htm)] |
| [removed: 10.18] [added: 10.19] | | [removed: Form] [added: [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, [removed: 2009).] [added: 2009).](http://www.sec.gov/Archives/edgar/data/33185/000104746909001891/a2190893zex-10_11.htm)] |
| [removed: 10.19] [added: 10.20] | | [removed: Form] [added: [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, [removed: 2009).] [added: 2009).](http://www.sec.gov/Archives/edgar/data/33185/000104746909001891/a2190893zex-10_12.htm)] |
| [removed: 10.20] [added: 10.21] | | [removed: Equifax] [added: [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, [removed: 2009).] [added: 2009).](http://www.sec.gov/Archives/edgar/data/33185/000104746909001891/a2190893zex-10_13.htm)] |
| [removed: 10.21] [added: 10.22] | | [removed: Equifax] [added: [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, [removed: 2009).] [added: 2009).](http://www.sec.gov/Archives/edgar/data/33185/000104746909001891/a2190893zex-10_14.htm)] |
| [removed: 10.22] [added: 10.23] | | [removed: Equifax] [added: [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, [removed: 2003).] [added: 2003).](http://www.sec.gov/Archives/edgar/data/33185/000093176303000722/dex1030.htm)] |
| [removed: 10.23*] [added: 10.24] | | [removed: Equifax] [added: [Equifax] Inc. Director and Executive Stock Deferral Plan, as amended and restated effective January 1, 2015, as [removed: amended.] [added: amended (incorporated by reference to Exhibit 10.23 to Equifax's Form 10-K filed February 22, 2017).](http://www.sec.gov/Archives/edgar/data/33185/000003318517000008/exhibit1023-amendedandrest.htm)] |
| (3) | Exhibits. See exhibits listed under Part (b) below. |
(b) Exhibits:
| 10.10 | | [Equifax Inc. 2008 Omnibus Incentive Plan, as amended and restated effective May 2, 2013 (incorporated by reference to Appendix C to Equifax's definitive proxy statement on Schedule 14A filed March 20, 2013).](http://www.sec.gov/Archives/edgar/data/33185/000119312513117398/d466797ddef14a.htm) |
| 10.27* | | [Amendment No. 2 to Equifax 2005 Executive Deferred Compensation plan, effective January 1, 2016.](https://www.sec.gov/Archives/edgar/data/33185/000003318518000011/exhibit1027-12312017.htm) |
| 10.30 | | [Agreement dated September 25, 2017, between Equifax Inc. and Richard F. Smith (incorporated by reference to Exhibit 10.1 to Equifax's Form 10-Q filed November 9, 2017).](http://www.sec.gov/Archives/edgar/data/33185/000119312517293765/d420554dex101.htm) |
| 10.32 | | [Form of Restricted Stock Unit Award Agreement (CEO) under the Equifax Inc. Amended and Restated 2008 Omnibus Incentive Plan (for awards granted in or after February 2017) (incorporated by reference to Exhibit 10.1 to Equifax's Form 10-Q filed April 27, 2017).](http://www.sec.gov/Archives/edgar/data/33185/000003318517000015/exhibit101-20170331.htm) |
| 10.33 | | [Form of Restricted Stock Unit Award Agreement (Senior Leadership Team) under the Equifax Inc. Amended and Restated 2008 Omnibus Incentive Plan (for awards granted in or after February 2017) (incorporated by reference to Exhibit 10.2 to Equifax's Form 10-Q filed April 27, 2017).](http://www.sec.gov/Archives/edgar/data/33185/000003318517000015/exhibit102-20170331.htm) |
| 10.34 | | [Form of Non-Qualified Stock Option Award Agreement (CEO) under the Equifax Inc. Amended and Restated 2008 Omnibus Incentive Plan (for awards granted in or after February 2017) (incorporated by reference to Exhibit 10.3 to Equifax's Form 10-Q filed April 27, 2017).](http://www.sec.gov/Archives/edgar/data/33185/000003318517000015/exhibit103-20170331.htm) |
| 10.35 | | [Form of Non-Qualified Stock Option Award Agreement (Senior Leadership Team) under the Equifax Inc. Amended and Restated 2008 Omnibus Incentive Plan (for awards granted in or after February 2017) (incorporated by reference to Exhibit 10.4 to Equifax's Form 10-Q filed April 27, 2017).](http://www.sec.gov/Archives/edgar/data/33185/000003318517000015/exhibit104-20170331.htm) |
| 10.36 | | [Form of Performance Share Award Agreement (TSR) (CEO) under the Equifax Inc. Amended and Restated 2008 Omnibus Incentive Plan (for awards granted in or after February 2017) (incorporated by reference to Exhibit 10.5 to Equifax's Form 10-Q filed April 27, 2017).](http://www.sec.gov/Archives/edgar/data/33185/000003318517000015/exhibit105-20170331.htm) |
| 10.37 | | [Form of Performance Share Award Agreement (TSR) (Senior Leadership Team) under the Equifax Inc. Amended and Restated 2008 Omnibus Incentive Plan (for awards granted in or after February 2017) (incorporated by reference to Exhibit 10.6 to Equifax's Form 10-Q filed April 27, 2017).](http://www.sec.gov/Archives/edgar/data/33185/000003318517000015/exhibit106-20170331.htm) |
| 10.38 | | [Form of Performance Share Award Agreement (EPS) (CEO) under the Equifax Inc. Amended and Restated 2008 Omnibus Incentive Plan (for awards granted in or after February 2017) (incorporated by reference to Exhibit 10.7 to Equifax's Form 10-Q filed April 27, 2017).](http://www.sec.gov/Archives/edgar/data/33185/000003318517000015/exhibit107-20170331.htm) |
| --- | --- | --- |
| 10.39 | | [Form of Performance Share Award Agreement (EPS) (Senior Leadership Team) under the Equifax Inc. Amended and Restated 2008 Omnibus Incentive Plan (for awards granted in or after February 2017) (incorporated by reference to Exhibit 10.8 to Equifax's Form 10-Q filed April 27, 2017).](http://www.sec.gov/Archives/edgar/data/33185/000003318517000015/exhibit108-20170331.htm) |
| | | |
| 12.1* | | [Computation of ratio of earnings to fixed charges](https://www.sec.gov/Archives/edgar/data/33185/000003318518000011/exhibit121-12312017.htm) |
| 21.1* | | [Subsidiaries of Equifax Inc.](https://www.sec.gov/Archives/edgar/data/33185/000003318518000011/exhibit211-12312017.htm) |
| | | |
* Filed herewith
| | |
| --- | --- |
| (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).
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 22, 2017.
| | EQUIFAX INC. |
| | (Registrant) |
| By: | /s/ RICHARD F. SMITH |
| | Richard F. Smith |
| | Chairman and Chief Executive Officer |
We, the undersigned directors and executive officers of Equifax Inc., hereby severally constitute and appoint John W.
Gamble, Jr. and Nuala M.
King, and each of them singly, our true and lawful attorneys with full power to them and each of them to sign for us, and in our names in the capacities indicated below, any and all amendments to this Annual Report on Form 10-K filed with the SEC, hereby ratifying and confirming our signatures as they may be signed by our said attorneys to any and all amendments to said Annual Report on Form 10-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 22, 2017.
| /s/ RICHARD F. SMITH | |
| Richard F. Smith | |
| Director, Chairman and Chief Executive Officer | |
| (Principal Executive Officer) | |
| /s/ JOHN W. GAMBLE, JR. | |
| John W. Gamble, Jr. | |
| Corporate Vice President and Chief Financial Officer | |
| (Principal Financial Officer) | |
| /s/ NUALA M. KING | |
| Nuala M. King | |
| Senior Vice President and Corporate Controller | |
| (Principal Accounting Officer) | |
| /s/ JAMES E. COPELAND, JR. | |
| James E. Copeland, Jr. | |
| Director | |
| /s/ ROBERT D. DALEO | |
| Robert D. Daleo | |
| /s/ WALTER W. DRIVER, JR. | |
| Walter W. Driver, Jr. | |
| /s/ MARK L. FEIDLER | |
| Mark L. Feidler | |
| /s/ G. THOMAS HOUGH | |
| G. Thomas Hough | |
| /s/ L. PHILLIP HUMANN | |
An excerpt. Shown here: 40 of 54 rewritten, all 19 added and 40 of 76 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES in the FY2017 filing and the FY2016 filing.
Item 16. FORM 10-K SUMMARY
0 rewritten, 117 added, 0 removed, 0 unchanged
New section this year
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 1, 2018.
| | |
| --- | --- |
| | |
| | EQUIFAX INC. |
| | (Registrant) |
| | |
| By: | /s/ Paulino R. Barros, Jr. |
| | Paulino R. Barros, Jr. |
| | Interim Chief Executive Officer |
We, the undersigned directors and executive officers of Equifax Inc., hereby severally constitute and appoint John W.
Gamble, Jr. and Nuala M.
King, and each of them singly, our true and lawful attorneys with full power to them and each of them to sign for us, and in our names in the capacities indicated below, any and all amendments to this Annual Report on Form 10-K filed with the SEC, hereby ratifying and confirming our signatures as they may be signed by our said attorneys to any and all amendments to said Annual Report on Form 10-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 1, 2018.
| | |
| --- | --- |
| | |
| /s/ Paulino R. Barros, Jr. | |
| Paulino R. Barros, Jr. | |
| Interim Chief Executive Officer | |
| (Principal Executive Officer) | |
| | |
| /s/ John W. Gamble, Jr. | |
| John W. Gamble, Jr. | |
| Corporate Vice President and Chief Financial Officer | |
| (Principal Financial Officer) | |
| | |
| /s/ Nuala M. King | |
| Nuala M. King | |
| Senior Vice President and Corporate Controller | |
| (Principal Accounting Officer) | |
| | |
| /s/ Mark L. Feidler | |
| Mark L. Feidler | |
| Director and Chairman | |
| | |
| /s/ Robert D. Daleo | |
| Robert D. Daleo | |
An excerpt. Shown here: all 0 rewritten, 40 of 117 added and all 0 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2017 filing.