filings.toolsItem 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Equifax Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Equifax Inc.’s internal control over financial reporting as of December 31, 2023, 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). In our opinion, Equifax Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, cash flows and shareholders’ equity and accumulated other comprehensive loss for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February 22, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial 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 Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. 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.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. 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, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Atlanta, Georgia
February 22, 2024
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Equifax Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Equifax Inc. (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, cash flows, and shareholders’ equity and accumulated other comprehensive loss for each of the three years in the period ended December 31, 2023, 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”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, 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 States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 22, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. 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.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.
| Goodwill impairment test for the Asia Pacific reporting unit | |||||
| Description of the Matter | At December 31, 2023, the Company’s goodwill was $6.8 billion and the goodwill attributed to the Asia Pacific reporting unit was $1.4 billion. As discussed in Note 4 of the consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level. The Company’s goodwill is initially assigned to its reporting units as of the acquisition date. The Company determined that a quantitative impairment test was required for the Asia Pacific reporting unit. Therefore, the Company determined the fair value of this reporting unit as of the annual goodwill impairment testing date. | ||||
| In relation to the limited excess fair value of the Asia Pacific reporting unit over the carrying value of the net assets of the reporting unit, auditing management’s annual goodwill impairment test for the Asia Pacific reporting unit required judgement due to the estimation required in determining the fair value of the reporting unit. In particular, the fair value estimate was sensitive to significant assumptions such as the revenue growth rate and the projected EBITDA margins for certain businesses, long-term growth rate, and weighted average cost of capital, which are affected by expectations about future market or economic conditions and the economic performance of the Asia Pacific reporting unit. | |||||
| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process to quantitatively test the Company’s Asia Pacific reporting unit’s goodwill balance for impairment including among others, controls related to management’s review of the significant assumptions described above and resulting fair value for the Asia Pacific reporting unit. | ||||
| To test the estimated fair value of the Asia Pacific reporting unit used in the annual goodwill impairment test, we performed audit procedures that included, among others, assessing the methodologies used to determine the fair value of the Asia Pacific reporting unit, testing the significant assumptions discussed above and testing the underlying data used by the Company in its analysis. We compared the significant assumptions used by management to historical results and current industry and economic trends. We also evaluated any identified contrary evidence, assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in the assumptions. In addition, we utilized more experienced members of the audit team and involved our internal valuation specialists to assist in the evaluation and testing of the significant valuation assumptions discussed above. |
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2002.
Atlanta, Georgia
February 22, 2024
CONSOLIDATED STATEMENTS OF INCOME
| Twelve Months Ended December 31, | |||||||||||||||||
| (In millions, except per share amounts) | 2023 | 2022 | 2021 | ||||||||||||||
| Operating revenue | $ | 5,265.2 | $ | 5,122.2 | $ | 4,923.9 | |||||||||||
| Operating expenses: | |||||||||||||||||
| Cost of services (exclusive of depreciation and amortization below) | 2,335.1 | 2,177.2 | 1,980.9 | ||||||||||||||
| Selling, general and administrative expenses | 1,385.7 | 1,328.9 | 1,324.6 | ||||||||||||||
| Depreciation and amortization | 610.8 | 560.1 | 480.4 | ||||||||||||||
| Total operating expenses | 4,331.6 | 4,066.2 | 3,785.9 | ||||||||||||||
| Operating income | 933.6 | 1,056.0 | 1,138.0 | ||||||||||||||
| Interest expense | (241.4) | (183.0) | (145.6) | ||||||||||||||
| Other income (expense), net | 25.7 | 56.7 | (43.2) | ||||||||||||||
| Consolidated income before income taxes | 717.9 | 929.7 | 949.2 | ||||||||||||||
| Provision for income taxes | (166.2) | (229.5) | (200.7) | ||||||||||||||
| Consolidated net income | 551.7 | 700.2 | 748.5 | ||||||||||||||
| Less: Net income attributable to noncontrolling interests including redeemable noncontrolling interests | (6.4) | (4.0) | (4.3) | ||||||||||||||
| Net income attributable to Equifax | $ | 545.3 | $ | 696.2 | $ | 744.2 | |||||||||||
| Basic earnings per common share: | |||||||||||||||||
| Net income attributable to Equifax | $ | 4.44 | $ | 5.69 | $ | 6.11 | |||||||||||
| Weighted-average shares used in computing basic earnings per share | 122.9 | 122.4 | 121.9 | ||||||||||||||
| Diluted earnings per common share: | |||||||||||||||||
| Net income attributable to Equifax | $ | 4.40 | $ | 5.65 | $ | 6.02 | |||||||||||
| Weighted-average shares used in computing diluted earnings per share | 123.9 | 123.3 | 123.6 | ||||||||||||||
| Dividends per common share | $ | 1.56 | $ | 1.56 | $ | 1.56 |
See Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| Twelve Months Ended December 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Equifax Shareholders | Noncontrolling Interests including Redeemable Noncontrolling Interests | Total | Equifax Shareholders | Noncontrolling Interests including Redeemable Noncontrolling Interests | Total | Equifax Shareholders | Noncontrolling Interests including Redeemable Noncontrolling Interests | Total | |||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | $ | 545.3 | $ | 6.4 | $ | 551.7 | $ | 696.2 | $ | 4.0 | $ | 700.2 | $ | 744.2 | $ | 4.3 | $ | 748.5 | |||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | 42.6 | (0.5) | 42.1 | (176.8) | (0.8) | (177.6) | (124.1) | (0.6) | (124.7) | ||||||||||||||||||||||||||||||||||||||||||||
| Change in unrecognized prior service cost related to our pension and other postretirement benefit plans, net | (0.2) | — | (0.2) | (1.5) | — | (1.5) | 0.1 | — | 0.1 | ||||||||||||||||||||||||||||||||||||||||||||
| Change in cumulative gain from cash flow hedging transactions, net | 0.1 | — | 0.1 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | 42.5 | (0.5) | 42.0 | (178.3) | (0.8) | (179.1) | (124.0) | (0.6) | (124.6) | ||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income | $ | 587.8 | $ | 5.9 | $ | 593.7 | $ | 517.9 | $ | 3.2 | $ | 521.1 | $ | 620.2 | $ | 3.7 | $ | 623.9 |
See Notes to Consolidated Financial Statements.
CONSOLIDATED BALANCE SHEETS
| December 31, | |||||||||||
| (In millions, except par values) | 2023 | 2022 | |||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 216.8 | $ | 285.2 | |||||||
| Trade accounts receivable, net of allowance for doubtful accounts of $16.7 and $19.1 at December 31, 2023 and 2022, respectively | 908.2 | 857.7 | |||||||||
| Prepaid expenses | 142.5 | 134.3 | |||||||||
| Other current assets | 88.8 | 93.3 | |||||||||
| Total current assets | 1,356.3 | 1,370.5 | |||||||||
| Property and equipment: | |||||||||||
| Capitalized internal-use software and system costs | 2,541.0 | 2,139.1 | |||||||||
| Data processing equipment and furniture | 247.9 | 281.4 | |||||||||
| Land, buildings and improvements | 272.9 | 261.6 | |||||||||
| Total property and equipment | 3,061.8 | 2,682.1 | |||||||||
| Less accumulated depreciation and amortization | (1,227.8) | (1,095.1) | |||||||||
| Total property and equipment, net | 1,834.0 | 1,587.0 | |||||||||
| Goodwill | 6,829.9 | 6,383.9 | |||||||||
| Indefinite-lived intangible assets | 94.8 | 94.8 | |||||||||
| Purchased intangible assets, net | 1,858.8 | 1,818.5 | |||||||||
| Other assets, net | 306.2 | 293.2 | |||||||||
| Total assets | $ | 12,280.0 | $ | 11,547.9 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Short-term debt and current maturities of long-term debt | $ | 963.4 | $ | 967.2 | |||||||
| Accounts payable | 197.6 | 250.8 | |||||||||
| Accrued expenses | 245.1 | 229.0 | |||||||||
| Accrued salaries and bonuses | 168.7 | 138.7 | |||||||||
| Deferred revenue | 109.5 | 132.9 | |||||||||
| Other current liabilities | 334.7 | 296.6 | |||||||||
| Total current liabilities | 2,019.0 | 2,015.2 | |||||||||
| Long-term debt | 4,747.8 | 4,820.1 | |||||||||
| Deferred income tax liabilities, net | 474.9 | 460.3 | |||||||||
| Long-term pension and other postretirement benefit liabilities | 100.1 | 100.4 | |||||||||
| Other long-term liabilities | 250.7 | 178.6 | |||||||||
| Total liabilities | 7,592.5 | 7,574.6 | |||||||||
| Commitments and Contingencies (see Note 6) | |||||||||||
| Redeemable noncontrolling interests | 135.1 | — | |||||||||
| Equifax shareholders’ equity: | |||||||||||
| Preferred stock, $0.01 par value: Authorized shares - 10.0; Issued shares - none | — | — | |||||||||
| Common stock, $1.25 par value: Authorized shares - 300.0; Issued shares - 189.3 at December 31, 2023 and 2022; Outstanding shares - 123.3 and 122.5 at December 31, 2023 and 2022, respectively | 236.6 | 236.6 | |||||||||
| Paid-in capital | 1,761.3 | 1,594.2 | |||||||||
| Retained earnings | 5,608.6 | 5,256.0 | |||||||||
| Accumulated other comprehensive loss | (431.2) | (473.7) | |||||||||
| Treasury stock, at cost, 65.4 shares and 66.2 shares at December 31, 2023 and 2022, respectively | (2,635.3) | (2,650.7) | |||||||||
| Stock held by employee benefits trusts, at cost, 0.6 shares at December 31, 2023 and 2022 | (5.9) | (5.9) | |||||||||
| Total Equifax shareholders’ equity | 4,534.1 | 3,956.5 | |||||||||
| Noncontrolling interests | 18.3 | 16.8 | |||||||||
| Total shareholders’ equity | 4,552.4 | 3,973.3 | |||||||||
| Total liabilities, redeemable noncontrolling interests, and shareholders' equity | $ | 12,280.0 | $ | 11,547.9 |
See Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Twelve Months Ended December 31, | |||||||||||||||||
| (In millions) | 2023 | 2022 | 2021 | ||||||||||||||
| Operating activities: | |||||||||||||||||
| Consolidated net income | $ | 551.7 | $ | 700.2 | $ | 748.5 | |||||||||||
| Adjustments to reconcile consolidated net income to net cash provided by operating activities: | |||||||||||||||||
| Depreciation and amortization | 619.8 | 568.6 | 489.6 | ||||||||||||||
| Stock-based compensation expense | 71.8 | 62.6 | 54.9 | ||||||||||||||
| Deferred income taxes | (70.2) | 88.1 | 9.3 | ||||||||||||||
| (Gain) Loss on fair market value adjustment and gain on sale of equity investments | (13.8) | (36.8) | 63.6 | ||||||||||||||
| (Gain) on sale of asset | — | — | (4.6) | ||||||||||||||
| (Gain) on divestiture | — | — | (0.2) | ||||||||||||||
| Changes in assets and liabilities, excluding effects of acquisitions: | |||||||||||||||||
| Accounts receivable, net | (23.3) | (138.6) | (66.2) | ||||||||||||||
| Other assets, current and long-term | (13.0) | (22.4) | 16.4 | ||||||||||||||
| Current and long-term liabilities, excluding debt | (6.2) | (464.6) | 23.5 | ||||||||||||||
| Cash provided by operating activities | 1,116.8 | 757.1 | 1,334.8 | ||||||||||||||
| Investing activities: | |||||||||||||||||
| Capital expenditures | (601.3) | (624.5) | (469.0) | ||||||||||||||
| Acquisitions, net of cash acquired | (283.8) | (433.8) | (2,935.6) | ||||||||||||||
| Cash received from sale of asset | — | — | 4.9 | ||||||||||||||
| Cash received from divestitures | 6.9 | 98.8 | 1.5 | ||||||||||||||
| Cash used in investing activities | (878.2) | (959.5) | (3,398.2) | ||||||||||||||
| Financing activities: | |||||||||||||||||
| Net short-term (payments) borrowings | (371.2) | 242.2 | 323.4 | ||||||||||||||
| Payments on long-term debt | (579.3) | (500.0) | (1,100.2) | ||||||||||||||
| Proceeds from issuance of long-term debt | 872.9 | 749.3 | 1,697.1 | ||||||||||||||
| Treasury stock purchases | — | — | (69.9) | ||||||||||||||
| Dividends paid to Equifax shareholders | (191.8) | (191.1) | (190.0) | ||||||||||||||
| Distributions paid to noncontrolling interests | (45.6) | (3.1) | (6.5) | ||||||||||||||
| Proceeds from exercise of stock options and employee stock purchase plan | 32.3 | 16.9 | 46.8 | ||||||||||||||
| Payment of taxes related to settlement of equity awards | (17.3) | (33.9) | (57.3) | ||||||||||||||
| Purchase of redeemable noncontrolling interests | — | (0.4) | (11.2) | ||||||||||||||
| Debt issuance costs | (6.2) | (6.2) | (14.5) | ||||||||||||||
| Cash (used in) provided by financing activities | (306.2) | 273.7 | 617.7 | ||||||||||||||
| Effect of foreign currency exchange rates on cash and cash equivalents | (0.8) | (10.8) | (14.2) | ||||||||||||||
| (Decrease) increase in cash and cash equivalents | (68.4) | 60.5 | (1,459.9) | ||||||||||||||
| Cash and cash equivalents, beginning of period | 285.2 | 224.7 | 1,684.6 | ||||||||||||||
| Cash and cash equivalents, end of period | $ | 216.8 | $ | 285.2 | $ | 224.7 |
See Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND ACCUMULATED OTHER COMPREHENSIVE LOSS
| Equifax Shareholders | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Stock Held By Employee Benefits Trusts | Noncontrolling Interests | Total Shareholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares Outstanding | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions, except per share values) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2020 | 121.8 | $ | 236.6 | $ | 1,470.7 | $ | 4,185.4 | $ | (171.4) | $ | (2,547.0) | $ | (5.9) | $ | 41.9 | $ | 3,210.3 | ||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | 744.2 | — | — | — | 4.3 | 748.5 | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | (124.0) | — | — | (0.6) | (124.6) | ||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under stock and benefit plans, net of minimum tax withholdings | 0.7 | — | 11.9 | — | — | (22.3) | — | — | (10.4) | ||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock purchased under share repurchase program ($197.52 per share) | (0.4) | — | — | — | — | (69.9) | — | — | (69.9) | ||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends ($1.56 per share) | — | — | — | (191.2) | — | — | — | — | (191.2) | ||||||||||||||||||||||||||||||||||||||||||||
| Dividends paid to employee benefits trusts | — | — | 1.2 | — | — | — | — | — | 1.2 | ||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | 54.9 | — | — | — | — | — | 54.9 | ||||||||||||||||||||||||||||||||||||||||||||
| Redeemable noncontrolling interest adjustment | — | — | — | 13.2 | — | — | — | (13.2) | — | ||||||||||||||||||||||||||||||||||||||||||||
| Dividends paid to noncontrolling interests | — | — | — | — | — | — | — | (6.5) | (6.5) | ||||||||||||||||||||||||||||||||||||||||||||
| Purchases of noncontrolling and redeemable noncontrolling interests | — | — | (1.8) | — | — | — | — | (9.4) | (11.2) | ||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | (0.2) | — | — | — | — | 0.3 | 0.1 | ||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2021 | 122.1 | 236.6 | 1,536.7 | 4,751.6 | (295.4) | (2,639.2) | (5.9) | 16.8 | 3,601.2 | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | 696.2 | — | — | — | 4.0 | 700.2 | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | (178.3) | — | — | (0.8) | (179.1) | ||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under stock and benefit plans, net of minimum tax withholdings | 0.4 | — | (5.5) | — | — | (11.5) | — | — | (17.0) | ||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends ($1.56 per share) | — | — | — | (191.8) | — | — | — | — | (191.8) | ||||||||||||||||||||||||||||||||||||||||||||
| Dividends paid to employee benefits trusts | — | — | 0.7 | — | — | — | — | — | 0.7 | ||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | 62.6 | — | — | — | — | — | 62.6 | ||||||||||||||||||||||||||||||||||||||||||||
| Dividends paid to noncontrolling interests | — | — | — | — | — | — | — | (3.1) | (3.1) | ||||||||||||||||||||||||||||||||||||||||||||
| Purchases of noncontrolling and redeemable noncontrolling interests | — | — | (0.3) | — | — | — | — | (0.1) | (0.4) | ||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2022 | 122.5 | 236.6 | 1,594.2 | 5,256.0 | (473.7) | (2,650.7) | (5.9) | 16.8 | 3,973.3 | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | 545.3 | — | — | — | 4.9 | 550.2 | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | 42.5 | — | — | (0.5) | 42.0 | ||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under stock and benefit plans, net of minimum tax withholdings | 0.3 | — | 19.1 | — | — | (3.9) | — | — | 15.2 | ||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends ($1.56 per share) | — | — | — | (192.7) | — | — | — | — | (192.7) | ||||||||||||||||||||||||||||||||||||||||||||
| Dividends paid to employee benefits trusts | — | — | 0.9 | — | — | — | — | — | 0.9 | ||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | 71.8 | — | — | — | — | — | 71.8 | ||||||||||||||||||||||||||||||||||||||||||||
| Shares issued in acquisition of Boa Vista Serviços | 0.5 | — | 75.3 | — | — | 19.3 | — | — | 94.6 | ||||||||||||||||||||||||||||||||||||||||||||
| Dividends paid to noncontrolling interests | — | — | — | — | — | — | — | (2.8) | (2.8) | ||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | — | (0.1) | (0.1) | ||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | 123.3 | $ | 236.6 | $ | 1,761.3 | $ | 5,608.6 | $ | (431.2) | $ | (2,635.3) | $ | (5.9) | $ | 18.3 | $ | 4,552.4 |
*At December 31, 2023, $520.2 million was authorized for future repurchases of our common stock.
See Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND ACCUMULATED OTHER COMPREHENSIVE LOSS
Accumulated Other Comprehensive Loss consists of the following components:
| December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| (In millions) | |||||||||||||||||
| Foreign currency translation | $ | (426.7) | $ | (469.3) | $ | (292.5) | |||||||||||
| Unrecognized prior service cost related to our pension and other postretirement benefit plans, net of accumulated tax of $1.2, $1.2 and $0.4 in 2023, 2022 and 2021, respectively | (3.6) | (3.4) | (1.9) | ||||||||||||||
| Cash flow hedging transactions, net of tax of $0.5, $0.6 and $0.6 in 2023, 2022 and 2021, respectively | (0.9) | (1.0) | (1.0) | ||||||||||||||
| Accumulated other comprehensive loss | $ | (431.2) | $ | (473.7) | $ | (295.4) |
See Notes to Consolidated Financial Statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
As used herein, the terms Equifax, the Company, we, our and us refer to Equifax Inc., a Georgia corporation, and its consolidated subsidiaries as a combined entity, except where it is clear that the terms mean only Equifax Inc.
Nature of Operations. We collect, organize and manage various types of financial, demographic, employment, criminal justice data and marketing information. Our products and services enable businesses to make credit and service decisions, manage their portfolio risk, automate or outsource certain payroll-related, tax and human resources business processes, and develop marketing strategies concerning consumers and commercial enterprises. We serve customers across a wide range of industries, including the financial services, mortgage, retail, telecommunications, utilities, automotive, brokerage, healthcare and insurance industries, as well as government agencies. We also enable consumers to manage and protect their financial health through a portfolio of products offered directly to consumers. As of December 31, 2023, we operated in the following countries: Argentina, Australia, Brazil, Canada, Chile, Costa Rica, Dominican Republic, Ecuador, El Salvador, Honduras, India, Ireland, Mexico, New Zealand, Paraguay, Peru, Portugal, Spain, the U.K., Uruguay, and the U.S. We also have investments in consumer and/or commercial credit information companies through joint ventures in Cambodia, Malaysia, Singapore and Brazil. On August 7, 2023, we purchased the remaining interest in our equity investment in a consumer and commercial credit information company in Brazil.
We develop, maintain and enhance secured proprietary information databases through the compilation of consumer specific data, including credit, income, employment, criminal justice data, asset, liquidity, net worth and spending activity, and business data, including credit and business demographics, that we obtain from a variety of sources, such as credit granting institutions, payroll processors, and income and tax information primarily from large to mid-sized companies in the U.S. We process this information utilizing our proprietary information management systems. We also provide information, technology and services to support debt collections and recovery management.
Basis of Consolidation. Our Consolidated Financial Statements and the accompanying notes, which are prepared in accordance with U.S. generally accepted accounting principles, or GAAP, include Equifax and all its subsidiaries. We consolidate all majority-owned and controlled subsidiaries as well as variable interest entities in which we are the primary beneficiary. Other parties’ interests in consolidated entities are reported as redeemable noncontrolling interests or noncontrolling interests. We use the equity method of accounting for investments in which we are able to exercise significant influence. Non-consolidated equity investments are recorded at fair value when readily determinable or at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions when the fair value of the investment is not readily determinable. All intercompany transactions and balances are eliminated.
Our Consolidated Financial Statements reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the periods presented and are of a normal recurring nature.
Segments. We manage our business and report our financial results through the following three reportable segments, which are our operating segments:
-
Workforce Solutions
-
U.S. Information Solutions (USIS)
-
International
Workforce Solutions is our largest reportable segment with 44% of total operating revenue for 2023. Our most significant foreign operations are located in Australia, the U.K. and Canada.
Use of Estimates. The preparation of our Consolidated Financial Statements requires us to make estimates and assumptions in accordance with GAAP. Accordingly, we make these estimates and assumptions after exercising judgment. We believe that the estimates and assumptions inherent in our Consolidated Financial Statements are reasonable, based upon information available to us at the time they are made, including the consideration of events that have occurred up until the point these Consolidated Financial Statements have been filed. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities at the date of the financial statements, as well as reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Revenue Recognition and Deferred Revenue. In accordance with Accounting Standards Codification ("ASC") 606, “Revenue from Contracts with Customers,” we recognize revenue when a performance obligation has been satisfied by transferring a promised good or service to a customer and the customer obtains control of the good or service. In order to recognize revenue, we note that the two parties must have an agreement that creates enforceable rights, the performance obligations must be distinct and the transaction price can be determined. Our revenue is derived from the provision of information services to our customers on a transactional basis, in which distinct services are delivered over time as the customer simultaneously receives and consumes the benefits of the services delivered. To measure our performance over time, the output method is utilized to measure the value to the customer based on the transfer to date of the services promised, with no rights of return once consumed. In these cases, revenue on transactional contracts with a defined price but an undefined quantity is recognized utilizing the right to invoice expedient resulting in revenue being recognized when the service is provided and billed. Additionally, multi-year contracts with defined pricing but an undefined quantity that utilize tier pricing would be defined as a series of distinct performance obligations satisfied over time utilizing the same method of measurement, the output method, with no rights of return once consumed. This measurement method is applied on a monthly basis resulting in revenue being recognized when the service is provided and billed.
Additionally, we recognize revenue from subscription-based contracts under which a customer pays a preset fee for a predetermined or unlimited number of transactions or services provided during the subscription period, generally one year. Revenue from subscription-based contracts having a preset number of transactions is recognized as the services are provided, using an effective transaction rate as the actual transactions are delivered. Any remaining revenue related to unfulfilled units is not recognized until the end of the related contract’s subscription period. Revenue from subscription-based contracts having an unlimited volume is recognized ratably during the contract term. Multi-year subscription contracts are analyzed to determine the full contract transaction price over the term of the contract and the subsequent price is ratably recognized over the full term of the contract.
Revenue is recorded net of sales taxes.
If at the outset of an arrangement, we determine that collectability is not reasonably assured, revenue is deferred until the earlier of when collectability becomes probable or the receipt of payment from the customer. If there is uncertainty as to the customer’s acceptance of the performance obligation, revenue is not recognized until the earlier of receipt of customer acceptance or expiration of the acceptance period.
We sell certain offerings that contain multiple performance obligations. These obligations may include consumer or commercial information, file updates for certain solutions, services provided by our decisioning technologies personnel, training services, statistical models and other services. In order to account for each of these obligations separately, the delivered promises within our contracts must meet the criterion to be considered distinct performance obligations to our customer. If we determine that the arrangement does not contain separate distinct obligations, the performance obligations are bundled together until a distinct obligation is achieved. This may lead to the arrangement consideration being recognized as the final contract obligation is delivered to our customer or ratably over the term of the contract.
Some of our arrangements with multiple performance obligations involve the delivery of services generated by a combination of services provided by one or more of our operating segments. No individual information service impacts the value or usage of other information services included in an arrangement and each service can be sold alone or, in most cases, purchased from another vendor without affecting the quality of use or value to the customer of the other information services included in the arrangement. Some of our products require the installation of interfaces or platforms by our technology personnel that allow our customers to interact with our proprietary information databases. These installation services do not meet the requirement for being distinct, thus any related installation fees are deferred when billed and are recognized over the expected period that the customer will benefit from the related services. Revenue from the delivery of one-time files and models is recognized as the service is provided and accepted, assuming all other revenue recognition criteria are met. The direct costs of installation of a customer are capitalized and amortized over the useful life of the identifiable asset.
We record revenue on a net basis for those sales in which we have in substance acted as an agent or broker in the transaction and therefore do not have control.
In certain instances within our debt collections and recovery management services in our International operating segment and certain tax management services within our Workforce Solutions operating segment, variable consideration is constrained due to the fact that the revenue is contingent on a particular outcome. Within our debt collections and recovery management businesses, revenue is calculated as a percentage of debt collected on behalf of the customer and, as such, is primarily recognized when the debt is collected assuming all other revenue recognition criteria are met. Within our Workforce Solutions operating segment, the fees for certain of our tax credits and incentives revenue are based on a percentage of the
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
credit delivered to our clients. Revenue for these arrangements is recognized based on the achievement of milestones, upon calculation of the credit, approval from a regulatory agency or when the credit is utilized by our client, depending on the provisions of the client contract.
Certain costs incurred prior to the satisfaction of a performance obligation are deferred as contract costs and are amortized on a systematic basis consistent with the pattern of transfer of the related goods and services. These costs generally consist of labor costs directly relating to the implementation and setup of the contract.
Judgments and Uncertainties – Each performance obligation within a contract must be considered separately to ensure that appropriate accounting is performed for these distinct goods or services. These considerations include assessing the price at which the element is sold compared to its standalone selling price; concluding when the element will be delivered; evaluating collectability; and determining whether any contingencies exist in the related customer contract that impact the prices paid to us for the services.
Contract Balances – The contract balances are generated when revenue recognized varies from billing in a given period. A contract asset is created when an entity transfers a good or service to a customer and recognizes more revenue than what has been billed. As of December 31, 2023, the contract asset balance was $23.3 million. A contract liability is created when an entity transfers a good or service to a customer and recognizes less than what has been billed. Deferred revenue is recognized when we have an obligation to transfer goods or services to a customer and have already received consideration from the customer. We generally expect to recognize our deferred revenue as revenue within twelve months of being recorded based on the terms of the contracts.
Remaining Performance Obligation – We have elected to disclose only the remaining performance obligations for those contracts with an expected duration of greater than 1 year and do not disclose the value of remaining performance obligations for contracts in which we recognize revenue at the amount to which we have the right to invoice. We expect to recognize as revenue the following amounts related to our remaining performance obligations as of December 31, 2023, inclusive of the foreign exchange impact:
| Performance Obligation | Balance | |||||||
| (In millions) | ||||||||
| Less than 1 year | $ | 29.6 | ||||||
| 1 to 3 years | 33.2 | |||||||
| 3 to 5 years | 15.0 | |||||||
| Thereafter | 20.1 | |||||||
| Total remaining performance obligation | $ | 97.9 |
Cost of Services. Cost of services consist primarily of (1) data acquisition, royalty fees and revenue share, which represents the cost of amounts owed to our partners for records utilized; (2) costs to collect information to update and maintain our proprietary databases; (3) costs to develop and maintain product application fulfillment platforms; (4) costs to provide consumer and customer support, including call centers; (5) hardware and software expense associated with transaction processing systems; (6) telecommunication, cloud computing and computer network expense; and (7) occupancy costs associated with facilities where these functions are performed by Equifax employees.
Selling, General and Administrative Expenses. Selling, general and administrative expenses consist primarily of personnel-related costs including sales incentives, corporate costs, fees for professional and consulting services, advertising costs, restructuring costs and other costs of administration.
Advertising. Advertising costs, which are expensed as incurred, totaled $67.0 million, $70.1 million and $70.2 million during 2023, 2022 and 2021, respectively.
Stock-Based Compensation. We recognize the cost of stock-based payment transactions in the financial statements over the period services are rendered according to the fair value of the stock-based awards issued. When employees are identified as retirement eligible and are not required to render additional services to receive the award, the associated expense is recorded at the time of grant. All of our stock-based awards, which are stock options and nonvested stock, are classified as equity instruments.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Income Taxes. We account for income taxes under the liability method. We record deferred income taxes using enacted tax laws and rates for the years in which the taxes are expected to be paid. Deferred income tax assets and liabilities are recorded based on the differences between the financial reporting and income tax bases of assets and liabilities. We assess whether it is more likely than not that we will generate sufficient taxable income to realize our deferred tax assets. We record a valuation allowance, as necessary, to reduce our deferred tax assets to the amount of future tax benefit that we estimate is more likely than not to be realized.
We record tax benefits for positions that we believe are more likely than not of being sustained under audit examinations. We assess the potential outcome of such examinations to determine the adequacy of our income tax accruals. We recognize interest and penalties accrued related to unrecognized tax benefits in the provision for income taxes on our Consolidated Statements of Income. We adjust our income tax provision during the period in which we determine that the actual results of the examinations may differ from our estimates or when statutory terms expire. Changes in tax laws and rates are reflected in our income tax provision in the period in which they are enacted.
Earnings Per Share. Our basic earnings per share, or EPS, is calculated as net income attributable to Equifax divided by the weighted-average number of common shares outstanding during the reporting period. Diluted EPS is calculated to reflect the potential dilution that would occur if stock options or other contracts to issue common stock were exercised and resulted in additional common shares outstanding. The net income amounts used in both our basic and diluted EPS calculations are the same. A reconciliation of the weighted-average outstanding shares used in the two calculations is as follows:
| Twelve Months Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| (In millions) | |||||||||||||||||
| Weighted-average shares outstanding (basic) | 122.9 | 122.4 | 121.9 | ||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||
| Stock options and restricted stock units | 1.0 | 0.9 | 1.7 | ||||||||||||||
| Weighted-average shares outstanding (diluted) | 123.9 | 123.3 | 123.6 |
For the twelve months ended December 31, 2023, 0.7 million stock options were anti-dilutive and therefore excluded from this calculation. For the twelve months ended December 31, 2022, 0.6 million stock options were anti-dilutive and therefore excluded from this calculation. For the twelve months ended December 31, 2021, stock options with an anti-dilutive effect were not material.
Cash Equivalents. We consider all highly-liquid investments with an original maturity of three months or less to be cash equivalents.
Trade Accounts Receivable and Allowance for Doubtful Accounts. Accounts receivable are stated at cost and are due in less than a year. Significant payment terms for customers are identified in the contract. We do not recognize interest income on our trade accounts receivable. Additionally, we generally do not require collateral from our customers related to our trade accounts receivable.
The allowance for doubtful accounts is based on management's estimate for expected credit losses for outstanding trade accounts receivables. We determine expected credit losses based on historical write-off experience, an analysis of the aging of outstanding receivables, customer payment patterns, the establishment of specific reserves for customers in an adverse financial condition and adjusted based upon our expectations of changes in macroeconomic conditions that may impact the collectability of outstanding receivables. We reassess the adequacy of the allowance for doubtful accounts each reporting period. Increases to the allowance for doubtful accounts are recorded as bad debt expense, which are included in selling, general and administrative expenses on the accompanying Consolidated Statements of Income. Below is a rollforward of our allowance for doubtful accounts for the twelve months ended December 31, 2023 and 2022:
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| Twelve Months Ended December 31, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| (In millions) | ||||||||||||||
| Allowance for doubtful accounts, beginning of period | $19.1 | $13.9 | ||||||||||||
| Current period bad debt expense | 11.4 | 8.5 | ||||||||||||
| Write-offs, net of recoveries | (13.8) | (3.3) | ||||||||||||
| Allowance for doubtful accounts, end of period | $16.7 | $19.1 |
Other Current Assets. Other current assets on our Consolidated Balance Sheets primarily include amounts receivable related to vendor rebates and from tax authorities. As of December 31, 2023 and 2022, these assets were approximately $40.9 million and $55.3 million, respectively. Additionally, other current assets include amounts in specifically designated accounts that hold the funds that are due to customers from our debt collection and recovery management services. As of December 31, 2023 and 2022, these assets were approximately $34.5 million and $27.0 million, respectively, with a corresponding balance in other current liabilities. These amounts are restricted as to their current use and will be released according to the specific customer agreements.
Long-Lived Assets. Property and equipment are stated at cost less accumulated depreciation and amortization. The cost of additions is capitalized. Property and equipment are depreciated on a straight-line basis over the assets’ estimated useful lives, which are generally three to seven years for data processing equipment and capitalized internal-use software and systems costs. Leasehold improvements are depreciated over the shorter of their estimated useful lives or lease terms that are reasonably assured. Buildings are depreciated over the shorter of their estimated useful lives or a forty-year period. Other fixed assets are depreciated over three to seven years. Upon sale or retirement of an asset, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is recognized and included in income from operations on the Consolidated Statements of Income with the classification of any gain or loss dependent on the characteristics of the asset sold or retired.
Certain internal-use software and system development costs are capitalized. Accordingly, the specifically identified costs incurred to develop or obtain software, which is intended for internal use, are not capitalized until the preliminary project stage is completed and management, with the relevant authority, authorizes and commits to funding a software project and it is probable that the project will be completed and the software will be used to perform the function intended. Costs incurred during a software development project’s preliminary stage and post-implementation stage are expensed as incurred. Application development activities that are eligible for capitalization include software design and configuration, development of interfaces, coding, testing and installation. Capitalized internal-use software and systems costs are subsequently amortized on a straight-line basis generally over a three- to seven-year period after project completion and when the related software or system is ready for its intended use.
Depreciation and amortization expense related to property and equipment was $360.1 million, $323.4 million and $304.0 million during the twelve months ended December 31, 2023, 2022 and 2021, respectively.
Impairment of Long-Lived Assets. We monitor the status of our long-lived assets in order to determine if conditions exist or events and circumstances indicate that an asset group may be impaired in that its carrying amount may not be recoverable. Significant factors that are considered that could be indicative of impairment include: changes in business strategy, market conditions or the manner in which an asset group is used; underperformance relative to historical or expected future operating results; and negative industry or economic trends. If potential indicators of impairment exist, we estimate recoverability based on the asset group’s ability to generate cash flows greater than the carrying value of the asset group. We estimate the undiscounted future cash flows arising from the use and eventual disposition of the related long-lived asset group. If the carrying value of the long-lived asset group exceeds the estimated future undiscounted cash flows, an impairment loss is recorded based on the amount by which the asset group’s carrying amount exceeds its fair value. We utilize estimates of discounted future cash flows to determine the asset group’s fair value. We did not record any material impairment losses of long-lived assets in any of the periods presented.
Goodwill and Indefinite-Lived Intangible Assets. Goodwill represents the cost in excess of the fair value of the net assets of acquired businesses. Goodwill is not amortized. We are required to test goodwill for impairment at the reporting unit level on an annual basis and on an interim basis if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. We performed our annual goodwill impairment test as of September 30. During the fourth quarter of 2023, the Company voluntarily changed its goodwill and indefinite-lived intangible asset annual impairment test date from September 30 to December 1. Refer to Note 4 for further information.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Under ASC 350, we have an option to perform a “qualitative” assessment of our reporting units to determine whether further impairment testing is necessary. For reporting units that we determine meet these criteria, we perform a qualitative assessment. In this qualitative assessment, we consider the following items for each of the reporting units: macroeconomic conditions, industry and market conditions, overall financial performance and other entity specific events. In addition, for each of these reporting units, we assess whether the most recent fair value determination results in an amount that exceeds the carrying amount of the reporting units. Based on these assessments, we determine whether the likelihood that a current fair value determination would be less than the current carrying amount of the reporting unit is not more likely than not. If it is determined it is not more likely than not, no further testing is required. If further testing is required, we continue with the quantitative impairment test.
In analyzing goodwill for potential impairment in the quantitative impairment test, we use the market approach, when available and appropriate, or a combination of the income and market approaches to estimate the reporting unit’s fair value. Under the income approach, we calculate the fair value of a reporting unit based on estimated future discounted cash flows which require assumptions about short and long-term revenue growth rates, operating margins for the reporting unit, discount rates, foreign currency exchange rates and estimates of capital expenditures. The assumptions we use are based on what we believe a hypothetical marketplace participant would use in estimating fair value. Under the market approach, we estimate the fair value based on market multiples of earnings before income taxes, depreciation and amortization, for benchmark companies or guideline transactions. If the fair value of a reporting unit exceeds its carrying value, then no further testing is required. However, if a reporting unit’s fair value were to be less than its carrying value, we would then determine the amount of the impairment charge, if any, which would be the amount that the carrying value of the reporting unit’s goodwill exceeded its fair value.
Indefinite-lived reacquired rights represent the value of rights which we had granted to various affiliate credit reporting agencies that were reacquired in the U.S. and Canada. A portion of our reacquired rights are perpetual in nature and, therefore, the useful lives are considered indefinite in accordance with the accounting guidance in place at the time of the acquisitions. Indefinite-lived intangible assets are not amortized. We are required to test indefinite-lived intangible assets for impairment annually and whenever events and circumstances indicate that there may be an impairment of the asset value. We performed our annual indefinite-lived intangible asset impairment test as of September 30. During the fourth quarter of 2023, the Company voluntarily changed its goodwill and indefinite-lived intangible asset annual impairment test date from September 30 to December 1. Refer to Note 4 for further information. We perform the impairment test for our indefinite-lived intangible assets by first assessing qualitative factors to determine whether it is necessary to perform a quantitative impairment test. If the qualitative assessment indicates that we need to perform a quantitative impairment test, we compare the asset’s fair value to its carrying value. We estimate the fair value based on projected discounted future cash flows. An impairment charge is recognized if the asset’s estimated fair value is less than its carrying value.
We completed our annual impairment testing for goodwill and indefinite-lived intangible assets during the twelve months ended December 31, 2023, 2022 and 2021 and we determined that there was no impairment in any of these years.
Purchased Intangible Assets. Purchased intangible assets represent the estimated acquisition date fair value of acquired intangible assets used in our business. Purchased data files represent the estimated fair value of consumer and commercial data files acquired through our acquisitions of various companies, including a fraud and identity solutions provider and independent credit reporting agencies in the U.S., Australia, Brazil, Canada, and Dominican Republic. We expense the cost of modifying and updating credit files in the period such costs are incurred. We amortize purchased data files, which primarily consist of acquired credit files, on a straight-line basis. All of our other purchased intangible assets are also amortized on a straight-line basis.
| Asset | Useful Life | |||||||
| (In years) | ||||||||
| Purchased data files | 5 to 15 | |||||||
| Acquired software and technology | 3 to 8 | |||||||
| Non-compete agreements | 3 to 15 | |||||||
| Proprietary database | 6 to 15 | |||||||
| Customer relationships | 3 to 25 | |||||||
| Trade names | 2 to 17 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Other Assets. Other assets on our Consolidated Balance Sheets primarily represent our investments in unconsolidated affiliates, the Company’s operating lease right-of-use assets, employee benefit trust assets, assets related to life insurance policies covering certain officers of the Company and long-term deferred tax assets.
Equity Investment. On August 7, 2023, we purchased the remaining interest of our equity investment in Boa Vista Serviços S.A. ("BVS"), a consumer and commercial credit information bureau in Brazil. Up until the date of acquisition, we recorded this equity investment within Other Assets at fair value, using observable Level 1 inputs. The carrying value of the investment was adjusted to $88.9 million as of the close date, August 7, 2023 based on quoted market prices, resulting in a gain of $7.0 million for the twelve months December 31, 2023. The carrying value of the investment was $74.5 million as of December 31, 2022, resulting in an unrealized gain of $13.3 million for the twelve months ended December 31, 2022. The carrying value of the investment was $56.4 million as of December 31, 2021, resulting in an unrealized loss of $64.0 million for the twelve months ended December 31, 2021. All gains or losses on this investment were recorded in Other Income (Expense), Net within the Consolidated Statements of Income.
During the second quarter of 2023, in addition to the BVS activity mentioned above, we sold our interest in a separate equity investment. The overall sale proceeds exceeded the total carrying value of the investment, and we recorded a gain of $6.2 million in Other Income (Expense), Net within the Consolidated Statements of Income. During the second quarter of 2022, we sold our interest in two other equity investments. The overall sale proceeds exceeded the total carrying value of the investments, and we recorded a total gain of $27.5 million recorded in Other Income (Expense), Net within the Consolidated Statements of Income. We previously had a joint venture in Russia that offered consumer credit services; however, during the third quarter of 2022, we completed the sale of this equity method investment. All unrealized gains or losses on these investments are recorded in Other Income (Expense), Net within the Consolidated Statements of Income.
Other Current Liabilities. Other current liabilities on our Consolidated Balance Sheets consist of the current portion of our operating lease liabilities and various accrued liabilities such as interest expense, income taxes, accrued employee benefits, and insurance expense. Other current liabilities also include accrued revenue share of $79.6 million and $71.3 million as of December 31, 2023 and 2022, respectively, which represents accruals for royalty costs associated with records utilized. Other current liabilities also include the offset to other current assets related to amounts in specifically designated accounts that hold the funds that are due to customers from our debt collection and recovery management services. These funds were approximately $34.5 million and $27.0 million as of December 31, 2023 and 2022, respectively. These amounts are restricted as to their current use and will be released according to the specific customer agreements.
Benefit Plans. We sponsor various pension and defined contribution plans. We also maintain certain healthcare and life insurance benefit plans for eligible retired U.S. employees. Benefits under the pension and other postretirement benefit plans are generally based on age at retirement and years of service and for some pension plans, benefits are also based on the employee’s annual earnings. The net periodic cost of our pension and other postretirement plans is determined using several actuarial assumptions, the most significant of which are the discount rate and the expected return on plan assets. The expected rate of return on plan assets is based on both our historical returns and forecasted future investment returns by asset class, as provided by our external investment advisor. Our Consolidated Balance Sheets reflect the funded status of the pension and other postretirement plans.
Foreign Currency Translation. The functional currency of each of our foreign operating subsidiaries is that subsidiary’s local currency except for Costa Rica and Argentina. Argentina has experienced multiple periods of increasing inflation rates, devaluation of the peso and increasing borrowing rates. As such, Argentina was deemed a highly inflationary economy by accounting policymakers. Beginning in the third quarter of 2018, we accounted for Argentina as a highly inflationary economy by remeasuring the peso denominated monetary assets and liabilities which resulted in the recognition of $3.8 million of foreign currency losses for the twelve months ended December 31, 2023 and foreign currency gains of $0.2 million and $0.8 million during the twelve months ended December 31, 2022 and 2021, respectively. Foreign currency gains and losses are recorded in Other Income (Expense), Net in our Consolidated Statements of Income.
Other than Argentina and Costa Rica, we translate the assets and liabilities of foreign subsidiaries at the year-end rate of exchange and revenue and expenses at the monthly average rates during the year. We record the resulting translation adjustment in other comprehensive loss, included in accumulated other comprehensive loss, a component of shareholders’ equity. We also record gains and losses resulting from the translation of intercompany balances of a long-term investment nature in foreign currency translation in other comprehensive income (loss) and accumulated other comprehensive loss. For the year ended December 31, 2023, we recorded $3.6 million of foreign currency transaction losses. For the years ended December 31, 2022 and 2021, we recorded foreign currency transaction losses of $1.8 million and foreign currency transaction gains of $2.6 million, respectively, in our Consolidated Statements of Income.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Financial Instruments. Our financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable and short and long-term debt. The carrying amounts of these items, other than long-term debt, approximate their fair market values due to the short-term nature of these instruments. The fair value of our fixed-rate debt is determined using Level 2 inputs such as quoted market prices for publicly traded instruments, and for non-publicly traded instruments, through valuation techniques depending on the specific characteristics of the debt instrument, taking into account credit risk. As of December 31, 2023 and 2022, the fair value of our long-term debt, including the current portion, based on observable inputs was $5.3 billion and $4.8 billion, respectively, compared to its carrying value of $5.5 billion and $5.3 billion, respectively.
Fair Value Measurements. Fair value is determined based on the assumptions marketplace participants use in pricing an asset or liability. We use a three level fair value hierarchy to prioritize the inputs used in valuation techniques between observable inputs that reflect quoted prices in active markets, inputs other than quoted prices with observable market data and unobservable data (e.g., a company’s own data).
The following table presents assets and liabilities measured at fair value on a recurring basis:
| Fair Value Measurements at Reporting Date Using: | ||||||||||||||||||||||||||
| Description | Fair Value at December 31, 2023 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Assets and Liabilities: | ||||||||||||||||||||||||||
| Deferred Compensation Plan Assets (1) | $ | 43.4 | $ | 43.4 | $ | — | $ | — | ||||||||||||||||||
| Deferred Compensation Plan Liability (1) | (43.4) | — | (43.4) | — | ||||||||||||||||||||||
| Total assets and liabilities | $ | — | $ | 43.4 | $ | (43.4) | $ | — |
(1) We maintain deferred compensation plans that allow for certain management employees to defer the receipt of compensation (such as salary and incentive compensation) until a later date based on the terms of the plans. The liability representing benefits accrued for plan participants is valued at the quoted market prices of the participants’ investment elections. The asset consists of mutual funds reflective of the participants investment selections and is valued at daily quoted market prices.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis. As disclosed in Note 3, we completed various acquisitions during the years ended December 31, 2023, 2022 and 2021. The values of net assets acquired were recorded at fair value using Level 3 inputs. The majority of the related current assets acquired and liabilities assumed were recorded at their carrying values as of the date of acquisition, as their carrying values approximated their fair values due to their short-term nature. The fair values of definite-lived intangible assets acquired in these acquisitions were estimated primarily based on the income and cost approaches. The income approach estimates fair value based on the present value of the cash flows that the assets are expected to generate in the future. We developed internal estimates for the expected cash flows and discount rates in the present value calculations. The cost approach estimates fair value based on determining the amount of money required to replace the asset with another asset with equivalent utility or future service capability.
Variable Interest Entities. We hold interests in certain entities, including credit data and information solutions companies, that are considered variable interest entities, or VIEs. These variable interests relate to ownership interests that require financial support for these entities. Our investments related to these VIEs totaled $0.3 million at both December 31, 2023 and 2022, representing our maximum exposure to loss, with the exception of the guarantees referenced in Note 6. We are not the primary beneficiary and are not required to consolidate any of these VIEs.
In evaluating whether we have the power to direct the activities of a VIE that most significantly impact its economic performance, we consider the purpose for which the VIE was created, the importance of each of the activities in which it is engaged and our decision-making role, if any, in those activities that significantly determine the entity’s economic performance as compared to other economic interest holders. This evaluation requires consideration of all facts and circumstances relevant to decision-making that affects the entity’s future performance and the exercise of professional judgment in deciding which decision-making rights are most important.
In determining whether we have the right to receive benefits or the obligation to absorb losses that could potentially be significant to the VIE, we evaluate all of our economic interests in the entity, regardless of form (debt, equity, management and servicing fees, and other contractual arrangements). This evaluation considers all relevant factors of the entity’s design,
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
including: the entity’s capital structure, contractual rights to earnings (losses), subordination of our interests relative to those of other investors, contingent payments, as well as other contractual arrangements that have the potential to be economically significant. The evaluation of each of these factors in reaching a conclusion about the potential significance of our economic interests is a matter that requires the exercise of professional judgment.
Redeemable Noncontrolling Interest. As part of the merger consideration issued to complete the acquisition of BVS, we issued shares of one of our subsidiaries, Equifax do Brasil, thus resulting in a noncontrolling interest. We recognized the noncontrolling interest at fair value at the date of acquisition. These shares were issued with specific rights allowing the holders to sell the shares back to Equifax, at fair value during specified future time periods starting at the fifth anniversary and only when certain conditions exist. Additionally, the shareholder agreements provide Equifax the right to buy the shares back at fair value at future dates beginning after the tenth anniversary of the acquisition, however Equifax is not required to execute this right at any point.
We determined the noncontrolling interest shareholder rights meet the requirements to be considered redeemable. Therefore, we have classified the noncontrolling interest outside of permanent equity within our Consolidated Balance Sheet. Currently, the noncontrolling interest is not redeemable but it is probable that it will become redeemable in the future. The redeemable noncontrolling interest is reflected using the redemption method as of the balance sheet date. Redeemable noncontrolling interest adjustments to the redemption values are reflected in retained earnings. The adjustment of redemption value at the period end that reflects a redemption value to an amount other than fair value is included as an adjustment to net income attributable to Equifax stockholders for the purposes of the calculation of earnings per share. None of the current period adjustments reflect a redemption value in excess of fair value.
The Company's redeemable noncontrolling interests activities for the year ended December 31, 2023 are summarized as follows:
| Twelve Months Ended December 31, | ||||||||||||||
| 2023 | ||||||||||||||
| (In millions) | ||||||||||||||
| Redeemable noncontrolling interests, beginning of period | $ | — | ||||||||||||
| Fair value of the redeemable noncontrolling interest at the acquisition date | 176.4 | |||||||||||||
| Net income attributable to redeemable noncontrolling interest | 1.5 | |||||||||||||
| Return of capital to redeemable noncontrolling interests | (42.8) | |||||||||||||
| Redeemable noncontrolling interests, end of period | $ | 135.1 |
Adoption of New Accounting Standards. Business Combinations. In October 2021, the Financial Accounting Standards Board (" FASB") issued ASU No. 2021-08 “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” The update provides clarifying guidance to reduce diversity in practice stating that contract assets, contract liabilities and deferred revenue acquired in business combinations should be measured in accordance with Accounting Standards Topic 606, rather than the fair value principles of Accounting Standards topic 805. ASU 2021-08 is effective for all public business entities for annual periods beginning after December 15, 2022. As of January 1, 2023, we have adopted this standard as it relates to our current year business combinations. The adoption of this guidance did not have a material impact on our financial position, results of operations or cash flows.
Reference Rate Reform. In March 2020, the FASB issued ASU No. 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The update provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) contract modifications on financial reporting, caused by reference rate reform. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. In December 2022, the FASB issued ASU No. 2022-06 "Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848." The update extends the sunset date from ASU No. 2020-04 from December 31, 2022 to December 31, 2024. After this date, entities will no longer be permitted to apply the relief in Topic 848. The adoption of the standard did not have a material impact on our Consolidated Financial Statements.
Recent Accounting Pronouncements. Income Taxes. In December 2023, the FASB issued ASU No. 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." The new ASU requires public business entities, on an annual basis, to provide a tabular rate reconciliation (using both percentages and reporting currency amounts) of (1) the reported income tax expense (or benefit) from continuing operations, to (2) the product of the income (or loss) from continuing
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
operations before income taxes and the applicable statutory federal (national) income tax rate of the jurisdiction (country) of domicile using specific categories and separate disclosure for any reconciling items within certain categories that are equal to or greater than a specified quantitative threshold. A public business entity is required to provide an explanation, if not otherwise evident, of the individual reconciling items disclosed, such as the nature, effect, and underlying causes of the reconciling items and the judgment used in categorizing the reconciling items. For each annual period presented, the ASU requires all reporting entities to disclose the year-to-date amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign. It also requires additional disaggregated information on income taxes paid (net of refunds received) to an individual jurisdiction equal to or greater than 5% of total income taxes paid (net of refunds received). The ASU requires that all reporting entities disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign, and income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. The ASU is effective for public entities for annual periods beginning after December 15, 2024. We are still evaluating the impact on our financial statement disclosures.
Segment Reporting. In November 2023, the FASB issued ASU No. 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." The amendments in this update address the requirement for a public entity to disclose its significant segment expense categories and amounts for each reportable segment. A significant segment expense is any significant expense incurred by the segment, including direct expenses, shared expenses, allocated corporate overhead, or interest expense that is regularly reported to the chief operating decision maker and is included in the measure of segment profit or loss. The disclosure of significant segment expenses is in addition to the current specifically-enumerated segment expenses required to be disclosed, such as depreciation and interest expense. If a public entity does not disclose any significant segment expenses for a reportable segment, it is required to disclose narratively the nature of the expenses used by the chief operating decision maker to manage the segment's operations. The ASU is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. We are still evaluating the impact, but do not expect the adoption of the standard to have a material impact on our Consolidated Financial Statements.
Business Combinations. In August 2023, the FASB issued ASU No. 2023-05 "Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement." The amendments in this update address the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements. The update requires that a joint venture apply a new basis of accounting upon formation. By applying a new basis of accounting, a joint venture, upon formation, will recognize and initially measure its assets and liabilities at fair value (with exceptions to fair value measurement that are consistent with the business combinations guidance). The amendments in this update are effective prospectively for all joint venture formations with a formation date on or after January 1, 2025. This update will impact us if we enter into any joint venture agreements after January 1, 2025 and we will evaluate the impact accordingly.
2. REVENUE
Revenue Recognition. Based on the information that management reviews internally for evaluating operating segment performance and nature, amount, timing, and uncertainty of revenue and cash flows affected by economic factors, we
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
disaggregate revenue as follows:
| Twelve Months Ended December 31, | Change | Change | ||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2022 | 2021 | |||||||||||||||||||||||||||||||||||||||||
| Consolidated Operating Revenue | 2023 | 2022 | 2021 | $ | % | $ | % | |||||||||||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||||||||||||||
| Verification Services | $ | 1,846.2 | $ | 1,871.0 | $ | 1,608.9 | $ | (24.8) | (1) | % | $ | 262.1 | 16 | % | ||||||||||||||||||||||||||||||
| Employer Services | 469.6 | 454.4 | 426.5 | 15.2 | 3 | % | 27.9 | 7 | % | |||||||||||||||||||||||||||||||||||
| Total Workforce Solutions | 2,315.8 | 2,325.4 | 2,035.4 | (9.6) | — | % | 290.0 | 14 | % | |||||||||||||||||||||||||||||||||||
| Online Information Solutions | 1,375.2 | 1,295.4 | 1,349.8 | 79.8 | 6 | % | (54.4) | (4) | % | |||||||||||||||||||||||||||||||||||
| Mortgage Solutions | 113.7 | 138.3 | 190.4 | (24.6) | (18) | % | (52.1) | (27) | % | |||||||||||||||||||||||||||||||||||
| Financial Marketing Services | 231.5 | 224.0 | 246.5 | 7.5 | 3 | % | (22.5) | (9) | % | |||||||||||||||||||||||||||||||||||
| Total U.S. Information Solutions | 1,720.4 | 1,657.7 | 1,786.7 | 62.7 | 4 | % | (129.0) | (7) | % | |||||||||||||||||||||||||||||||||||
| Asia Pacific | 345.3 | 348.4 | 356.0 | (3.1) | (1) | % | (7.6) | (2) | % | |||||||||||||||||||||||||||||||||||
| Europe | 333.2 | 327.8 | 319.9 | 5.4 | 2 | % | 7.9 | 2 | % | |||||||||||||||||||||||||||||||||||
| Latin America | 290.9 | 206.8 | 175.9 | 84.1 | 41 | % | 30.9 | 18 | % | |||||||||||||||||||||||||||||||||||
| Canada | 259.6 | 256.1 | 250.0 | 3.5 | 1 | % | 6.1 | 2 | % | |||||||||||||||||||||||||||||||||||
| Total International | 1,229.0 | 1,139.1 | 1,101.8 | 89.9 | 8 | % | 37.3 | 3 | % | |||||||||||||||||||||||||||||||||||
| Total operating revenue | $ | 5,265.2 | $ | 5,122.2 | $ | 4,923.9 | $ | 143.0 | 3 | % | $ | 198.3 | 4 | % |
3. ACQUISITIONS AND INVESTMENTS
2023 Acquisitions and Investments. In the first quarter of 2023, the Company acquired 100% of The Food Industry Credit Bureau, which is a provider of credit information for the food industry in Canada, from Profile Credit, within the International operating segment. The Company accounted for this acquisition in accordance with ASC 805, Business Combinations, which requires the assets acquired and the liabilities assumed to be measured at fair value at the date of the acquisition. The purchase price allocation for this acquisition is final as of December 31, 2023.
Acquisition of Boa Vista Serviços
On August 7, 2023, we acquired the remaining interest of our investment in BVS, a consumer and commercial credit information company in Brazil, within the International operating segment for approximately $510 million in cash, 2,171,615 shares of Equifax do Brasil, and 479,725 shares of Equifax Inc. common stock (the "Acquisition"). We previously owned a 10% investment in BVS.
The following table summarizes the fair value of consideration exchanged to complete the acquisition of BVS:
| Fair value of consideration | Amount | ||||
| (In millions) | |||||
| Cash transferred (1) | $ | 509.7 | |||
| Equifax do Brasil common shares issued (2) | 176.4 | ||||
| Equifax Brazilian Depositary Receipts ("Equifax BDRs") issued (3) | 94.6 | ||||
| Fair value of 10% investment | 88.9 | ||||
| Total value of consideration | $ | 869.6 |
(1) The cash transferred represents the actual cash transferred as part of the transaction. The cash portion of the consideration was funded primarily with borrowings under our commercial paper program.
(2) The fair value of the 2,171,615 Equifax do Brasil common shares issued was determined based on the offer price for the outstanding BVS shares.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(3) One Equifax BDR represents one share of Equifax Inc. common stock. The fair value of the 479,725 Equifax BDRs issued was determined based on the share price of Equifax Inc. as of August 7, 2023.
The Company accounted for this acquisition in accordance with ASC 805, Business Combinations, which requires the assets acquired and the liabilities assumed to be measured at fair value at the date of the acquisition. The purchase price allocation for the acquisition is not yet finalized and open areas relate to the measurement of intangible assets, noncontrolling interest, income taxes, working capital and other reserves, as well as the assignment of goodwill recognized in the transaction. Accordingly, adjustments may be made to the values of the assets acquired and liabilities assumed as additional information is obtained about the facts and circumstances that existed at the valuation date.
The preliminary valuation of acquired assets and assumed liabilities at the date of the acquisition, include the following:
| Net assets acquired: | Amount | ||||
| (In millions) | |||||
| Cash and cash equivalents | $ | 239.5 | |||
| Trade accounts receivable and other current assets | 36.2 | ||||
| Other assets, net | 48.6 | ||||
| Purchased intangible assets (1) | 241.9 | ||||
| Goodwill (2) | $ | 407.2 | |||
| Total assets acquired | $ | 973.4 | |||
| Total liabilities assumed | $ | (103.8) | |||
| Net assets acquired | $ | 869.6 |
(1) Purchased intangible assets are further disaggregated in the following table.
(2) The goodwill related to BVS is included in the Latin America reporting unit within our International reportable segment.
The goodwill recognized in connection with the transaction was due to expanded growth opportunities from expanding geographically into Brazil, the opportunity to create new or enhanced product offerings, as well as cost savings from improved technology and the elimination of duplicative activities that are not recognized as assets apart from goodwill.
| Purchased intangible assets | Amount | Weighted-average useful life | ||||||||||||
| (In millions) | (In years) | |||||||||||||
| Customer relationships | $ | 172.4 | 10.0 | |||||||||||
| Purchased data files | 64.3 | 5.6 | ||||||||||||
| Trade names and other intangible assets | 5.2 | 2.4 | ||||||||||||
| Total acquired definite-lived intangibles | $ | 241.9 |
Redeemable Noncontrolling Interest
As part of the merger consideration issued to complete the acquisition of BVS, we issued shares of one of our subsidiaries, Equifax do Brasil, thus resulting in a noncontrolling interest. We recognized the noncontrolling interest at fair value at the date of acquisition. These shares were issued with specific rights allowing the holders to sell the shares back to Equifax, at fair value during specified future time periods starting at the fifth anniversary and only when certain conditions exist. Additionally, the shareholder agreements provide Equifax the right to buy the shares back at fair value at future dates beginning after the tenth anniversary of the acquisition, however Equifax is not required to execute this right at any point.
We determined the noncontrolling interest shareholder rights meet the requirements to be considered redeemable. Refer to Note 1 for further information on how we have accounted for the redeemable noncontrolling interest.
2022 Acquisitions and Investments. In the first quarter of 2022, the Company acquired 100% of Efficient Hire, a provider of cloud recruiting, onboarding and human resources management solutions, within the Workforce Solutions operating
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
segment, and Data Crédito, a consumer credit reporting agency in the Dominican Republic, within the International operating segment. In the third quarter of 2022, the Company acquired 100% of LawLogix, a provider of cloud-based I-9 software and immigration case management software, within the Workforce Solutions operating segment, and Midigator, a provider of post-transaction fraud mitigation solutions, within the USIS business segment. We have completed the allocation of the purchase prices for the 2022 acquisitions.
2021 Acquisitions and Investments. In February 2021, the Company acquired 100% of Kount, a provider of fraud prevention and digital identity solutions for $640 million within the USIS business unit. Additionally in the first quarter of 2021, the Company acquired 100% of HIREtech and i2Verify within the Workforce Solutions business unit as well as a small acquisition and purchase of the remaining noncontrolling interest of a business within our International business unit. In the third quarter of 2021, the Company acquired 100% of Health e(fx) and Teletrack within the Workforce Solutions and USIS business units, respectively, as well as the purchase of the remaining noncontrolling interest of a business within our International business unit. Additionally, the Company acquired 100% of Appriss Insights within the Workforce Solutions business unit in October 2021, for cash consideration of approximately $1.825 billion. Appriss Insights is a source of risk and criminal justice intelligence information.
Purchase Price Allocation. The following table summarizes the estimated fair value of the net assets acquired and the liabilities assumed at the acquisition dates during 2023 and 2022.
| December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| (In millions) | |||||||||||
| Cash | $ | 239.6 | $ | 10.8 | |||||||
| Accounts receivable and other current assets | 36.2 | 5.9 | |||||||||
| Other assets | 49.3 | 6.0 | |||||||||
| Purchased intangible assets (1) | 242.7 | 187.4 | |||||||||
| Goodwill (2) | 413.2 | 283.9 | |||||||||
| Total assets acquired | 981.0 | 494.0 | |||||||||
| Total liabilities assumed | (107.7) | (49.4) | |||||||||
| Net assets acquired | $ | 873.3 | $ | 444.6 |
(1)Purchased intangible assets are further disaggregated in the following table.
(2)The goodwill related to the 2023 acquisitions was recognized in the International operating segments. An immaterial amount of the goodwill related to the 2023 acquisitions was tax deductible. The balance includes purchase price allocation adjustments made during the year. The goodwill related to the 2022 acquisitions was recognized in the Workforce Solutions, USIS and International operating segments. $196.1 million of goodwill related to the 2022 acquisitions was tax deductible, which excludes goodwill related to Data Crédito within International and a portion of goodwill related to Midigator within USIS.
The primary reasons the purchase price of these acquisitions exceeded the fair value of the net assets acquired, which resulted in the recognition of goodwill, were expanded growth opportunities from new or enhanced product offerings and geographies, cost savings from the elimination of duplicative activities and the acquisition of an assembled workforce that are
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
not recognized as assets apart from goodwill.
| December 31, | ||||||||||||||||||||||||||
| 2023 | 2022 | |||||||||||||||||||||||||
| Intangible asset category | Fair value | Weighted-average useful life | Fair value | Weighted-average useful life | ||||||||||||||||||||||
| (in millions) | (in years) | (in millions) | (in years) | |||||||||||||||||||||||
| Purchased data files | $ | 64.3 | 5.6 | $ | 14.9 | 15.0 | ||||||||||||||||||||
| Customer relationships | 172.9 | 10.0 | 89.5 | 10.0 | ||||||||||||||||||||||
| Acquired software and technology | 0.5 | 5.0 | 74.8 | 6.6 | ||||||||||||||||||||||
| Trade names and other intangible assets | 4.8 | 2.0 | 4.5 | 2.0 | ||||||||||||||||||||||
| Non-compete agreements | 0.2 | 5.0 | 3.7 | 7.9 | ||||||||||||||||||||||
| Total acquired intangibles | $ | 242.7 | $ | 187.4 |
4. GOODWILL AND INTANGIBLE ASSETS
Goodwill. Goodwill represents the cost in excess of the fair value of the net assets acquired in a business combination. As discussed in Note 1, goodwill is tested for impairment at the reporting unit level on an annual basis and on an interim basis if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.
During the fourth quarter of 2023, the Company voluntarily changed its goodwill and indefinite-lived intangible asset annual impairment test date from September 30 to December 1. This voluntary change is preferable under the circumstances as it results in better alignment with the Company’s strategic business planning and budgeting process. The voluntary change in accounting principle related to the annual test date did not delay, accelerate or avoid an impairment charge. Retrospective application of this accounting change to prior periods is impracticable as the Company is unable to objectively determine, without the use of hindsight, the significant assumptions and estimates that would be used in those earlier periods. Accordingly, the change will be applied prospectively. We conducted our goodwill and indefinite-lived intangible asset impairment testing as of September 30, 2023 and December 1, 2023 and did not identify any impairment charges.
The fair value estimates for our reporting units were determined using the market approach, when available and appropriate, or a combination of the income and market approaches in accordance with the Company’s methodology. Our annual impairment test as of September 30, 2023 and as of December 1, 2023 resulted in no impairment of goodwill. Our annual impairment tests as of September 30, 2022 and September 30, 2021 resulted in no impairment of goodwill.
Changes in the amount of goodwill for the twelve months ended December 31, 2023 and 2022, are as follows:
| Workforce Solutions | U.S. Information Solutions | International | Total | |||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Balance, December 31, 2021 | $ | 2,365.4 | $ | 1,900.1 | $ | 1,992.6 | $ | 6,258.1 | ||||||||||||||||||
| Acquisitions | 145.0 | 111.8 | 27.0 | 283.8 | ||||||||||||||||||||||
| Adjustments to initial purchase price allocation | 10.7 | (7.1) | (3.5) | 0.1 | ||||||||||||||||||||||
| Foreign currency translation | (0.3) | — | (133.2) | (133.5) | ||||||||||||||||||||||
| Divestitures | — | — | (24.6) | (24.6) | ||||||||||||||||||||||
| Balance, December 31, 2022 | 2,520.8 | 2,004.8 | 1,858.3 | 6,383.9 | ||||||||||||||||||||||
| Acquisitions | — | — | 410.4 | 410.4 | ||||||||||||||||||||||
| Adjustments to initial purchase price allocation | (0.7) | 1.4 | 2.1 | 2.8 | ||||||||||||||||||||||
| Foreign currency translation | 0.1 | — | 32.7 | 32.8 | ||||||||||||||||||||||
| Balance, December 31, 2023 | $ | 2,520.2 | $ | 2,006.2 | $ | 2,303.5 | $ | 6,829.9 |
Refer to Note 3 for the acquisitions during the periods presented.
Indefinite-Lived Intangible Assets. Indefinite-lived intangible assets consist of indefinite-lived reacquired rights representing the value of rights which we had granted to various affiliate credit reporting agencies that were reacquired in the
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. and Canada. At the time we acquired these agreements, they were considered perpetual in nature under the accounting guidance in place at that time and, therefore, the useful lives are considered indefinite. Indefinite-lived intangible assets are not amortized. We are required to test indefinite-lived intangible assets for impairment annually and whenever events or circumstances indicate that there may be an impairment of the asset value. During the fourth quarter of 2023, the Company voluntarily changed its goodwill and indefinite-lived intangible asset annual impairment test date from September 30 to December 1. We conducted our goodwill and indefinite-lived intangible asset impairment testing as of September 30, 2023 and December 1, 2023 and did not identify any impairment charges.
As of both December 31, 2023 and 2022, indefinite-lived intangible assets were approximately $94.8 million.
Purchased Intangible Assets. Purchased intangible assets, net, recorded on our Consolidated Balance Sheets at December 31, 2023 and 2022, consisted of the following:
| December 31, 2023 | December 31, 2022 | ||||||||||||||||||||||||||||||||||
| Gross | Accumulated Amortization | Net | Gross | Accumulated Amortization | Net | ||||||||||||||||||||||||||||||
| Definite-lived intangible assets: | (In millions) | ||||||||||||||||||||||||||||||||||
| Purchased data files | $ | 1,158.5 | $ | (604.2) | $ | 554.3 | $ | 1,090.0 | $ | (527.8) | $ | 562.2 | |||||||||||||||||||||||
| Proprietary database | 705.8 | (171.5) | 534.3 | 705.9 | (115.0) | 590.9 | |||||||||||||||||||||||||||||
| Customer relationships | 1,053.5 | (484.2) | 569.3 | 874.6 | (407.4) | 467.2 | |||||||||||||||||||||||||||||
| Acquired software and technology | 222.5 | (75.4) | 147.1 | 225.4 | (42.6) | 182.8 | |||||||||||||||||||||||||||||
| Trade names, non-compete agreements and other intangible assets | 79.6 | (25.8) | 53.8 | 41.2 | (25.8) | 15.4 | |||||||||||||||||||||||||||||
| Total definite-lived intangible assets | $ | 3,219.9 | $ | (1,361.1) | $ | 1,858.8 | $ | 2,937.1 | $ | (1,118.6) | $ | 1,818.5 |
Amortization expense related to purchased intangible assets was $250.7 million, $236.7 million, and $176.4 million during the twelve months ended December 31, 2023, 2022, and 2021, respectively.
Estimated future amortization expense related to definite-lived purchased intangible assets at December 31, 2023 is as follows:
| Years ending December 31, | Amount | |||||||
| (In millions) | ||||||||
| 2024 | $ | 265.9 | ||||||
| 2025 | 257.9 | |||||||
| 2026 | 241.9 | |||||||
| 2027 | 229.2 | |||||||
| 2028 | 173.1 | |||||||
| Thereafter | 690.8 | |||||||
| $ | 1,858.8 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. DEBT
Debt outstanding at December 31, 2023 and 2022 was as follows:
| December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| (In millions) | |||||||||||
| Commercial paper (“CP”) | $ | 196.0 | $ | 566.8 | |||||||
| Notes, 3.95%, due June 2023 | — | 400.0 | |||||||||
| Notes, 2.60%, due December 2024 | 750.0 | 750.0 | |||||||||
| Notes, 2.60%, due December 2025 | 400.0 | 400.0 | |||||||||
| Notes, 3.25%, due June 2026 | 275.0 | 275.0 | |||||||||
| Term loan, due August 2026 | 695.6 | 700.0 | |||||||||
| Notes, 5.10%, due December 2027 | 750.0 | 750.0 | |||||||||
| Notes, 5.10%, due June 2028 | 700.0 | — | |||||||||
| Debentures, 6.90%, due July 2028 | 125.0 | 125.0 | |||||||||
| Notes, 3.1%, due May 2030 | 600.0 | 600.0 | |||||||||
| Notes, 2.35%, due September 2031 | 1,000.0 | 1,000.0 | |||||||||
| Notes, 7.00%, due July 2037 | 250.0 | 250.0 | |||||||||
| Other | — | 0.4 | |||||||||
| Total debt | 5,741.6 | 5,817.2 | |||||||||
| Less short-term debt and current maturities | (963.4) | (967.2) | |||||||||
| Less unamortized discounts and debt issuance costs | (30.4) | (29.9) | |||||||||
| Total long-term debt, net | $ | 4,747.8 | $ | 4,820.1 |
Scheduled future maturities of debt at December 31, 2023, are as follows:
| Years ending December 31, | Amount | |||||||
| (In millions) | ||||||||
| 2024 | $ | 963.4 | ||||||
| 2025 | 417.6 | |||||||
| 2026 | 935.6 | |||||||
| 2027 | 750.0 | |||||||
| 2028 | 825.0 | |||||||
| Thereafter | 1,850.0 | |||||||
| Total debt | $ | 5,741.6 |
5.1% Senior Notes. In May 2023, we issued $700.0 million aggregate principal amount of 5.1% five-year Senior Notes due 2028 (the "2028 Notes") in an underwritten public offering. Interest on the 2028 Notes accrues at a rate of 5.1% per year and is payable semi-annually in arrears on June 1 and December 1 of each year. The net proceeds of the sale of the 2028 Notes were ultimately used to repay our then-outstanding $400.0 million 3.95% Senior Notes due June 2023 at maturity. The remaining proceeds were used for general corporate purposes, including the repayment of borrowings under our CP program. We must comply with various non-financial covenants, including certain limitations on mortgages, liens and sale-leaseback transactions, as well as mergers and sales of substantially all of our assets. The 2028 Notes are unsecured and rank equally with all of our other unsecured and unsubordinated indebtedness.
5.1% Senior Notes. In September 2022, we issued $750.0 million aggregate principal amount of 5.1% five-year Senior Notes due 2027 (the "2027 Notes") in an underwritten public offering. Interest on the 2027 Notes accrues at a rate of 5.1% per year and is payable semi-annually in arrears on June 15 and December 15 of each year. The net proceeds of the sale of the 2027 Notes were ultimately used to repay our then-outstanding $500.0 million 3.30% Senior Notes due December 2022. The remaining proceeds were used for general corporate purposes, including the repayment of borrowings under our CP program. We must comply with various non-financial covenants, including certain limitations on mortgages, liens and sale-leaseback
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
transactions, as well as mergers and sales of substantially all of our assets. The 2027 Notes are unsecured and rank equally with all of our other unsecured and unsubordinated indebtedness.
2.35% Senior Notes. On August 11, 2021, we issued $1.0 billion aggregate principal amount of 2.35% ten-year Senior Notes due 2031 (the “2031 Notes”) in an underwritten public offering. Interest on the 2031 Notes accrues at a rate of 2.35% per year and is payable semi-annually in arrears on March 15 and September 15 of each year. The net proceeds of the sale of the 2031 Notes were used to repay the $300.0 million 3.6% Senior Notes due 2021 and $300.0 million Floating Rate Notes due 2021. The remaining proceeds were used for general corporate purposes, including the repayment of borrowings under our CP program and the funding of acquisitions, including the Company’s $1.825 billion acquisition of Appriss Insights. We must comply with various non-financial covenants, including certain limitations on mortgages, liens and sale-leaseback transactions, as well as mergers and sales of substantially all of our assets. The 2031 Notes are unsecured and rank equally with all of our other unsecured and unsubordinated indebtedness.
2.6% and 3.1% Senior Notes. On April 22, 2020, we issued $400.0 million aggregate principal amount of 2.6% five-year Senior Notes due 2025 (the "2025 Notes") and $600.0 million aggregate principal amount of 3.1% ten-year Senior Notes due 2030 (the "2030 Notes") in an underwritten public offering. Interest on the 2025 Notes accrues at a rate of 2.6% per year and is payable semi-annually in arrears on June 15 and December 15 of each year. Interest on the 2030 Notes accrues at a rate of 3.1% per year and is payable semi-annually in arrears on May 15 and November 15 of each year. The net proceeds of the sale of the notes were used to repay borrowings under our Receivables Facility and our $1.5 billion five-year unsecured revolving credit facility (the "Revolver"), while the remaining funds were used for general corporate purposes, including the repayment of a portion of the 2021 debt maturities. We must comply with various non-financial covenants, including certain limitations on mortgages, liens and sale-leaseback transactions, as well as mergers and sales of substantially all of our assets. The 2025 Notes and 2030 Notes are unsecured and rank equally with all of our other unsecured and unsubordinated indebtedness.
2.6% Senior Notes. On November 15, 2019, we issued $750.0 million aggregate principal amount of 2.6% five-year Senior Notes due 2024 (the “2024 Notes”) in an underwritten public offering. Interest on the 2024 Notes accrues at a rate of 2.6% per year and is payable semi-annually in arrears on June 1 and December 1 of each year of each year. The net proceeds of the sale of the notes were used to repay borrowings under our Receivables Facility and our CP program and for general corporate purposes. We must comply with various non-financial covenants, including certain limitations on mortgages, liens and sale-leaseback transactions, as well as mergers and sales of substantially all of our assets. The 2024 Notes are unsecured and rank equally with all of our other unsecured and unsubordinated indebtedness.
3.6%, 3.95%, and Floating Rate Senior Notes. In May 2018, we issued $300.0 million aggregate principal amount of 3.6% Senior Notes due 2021 (the “2021 Notes”), $400.0 million aggregate principal amount of 3.95% Senior Notes due 2023 (the “2023 Notes”), and $300.0 million aggregate principal amount Floating Rate Notes due 2021 (the “Floating Rate Notes”) in an underwritten public offering. Interest on the 2021 Notes accrued from their date of issuance at a rate of 3.6% per year and was payable in cash semi-annually in arrears on February 15 and August 15 of each year. Interest on the 2023 Notes accrues from their date of issuance at a rate of 3.95% per year and is payable in cash semi-annually in arrears on June 15 and December 15 of each year beginning on December 15, 2018. Interest on the Floating Rate Notes for a particular interest period was a rate equal to three-month LIBOR on the interest determination date plus 0.87% per annum and was payable in cash quarterly in arrears on February 15, May 15, August 15 and November 15 of each year. The net proceeds of the sale of the 2021 Notes, 2023 Notes and Floating Rate Notes were used to repay borrowings under our Revolver, our prior $800.0 million three-year delayed draw term loan facility (“Term Loan”) and our CP program. We must comply with various non-financial covenants, including certain limitations on mortgages, liens and sale-leaseback transactions, as well as mergers and sales of substantially all of our assets. The 2021 Notes, 2023 Notes and Floating Rate Notes were unsecured and rank equally with all of our unsecured and unsubordinated indebtedness. In August 2021, we repaid the 2021 Notes and Floating Rate Notes using the proceeds from the 2031 Notes. In the second quarter of 2023, we repaid the 2023 Notes using the proceeds from the 2028 Notes.
Senior Credit Facilities. We have access to a $1.5 billion five-year unsecured revolving credit facility (the Revolver) and a $700.0 million delayed draw term loan ("Term Loan"), collectively known as the “Senior Credit Facilities,” both of which mature in August 2026. In March 2023, we amended our Senior Credit Facilities agreement to adjust our debt covenant requirements and incorporate the Secured Overnight Financing Rate (SOFR) into our agreement, among other changes. Borrowings under the Senior Credit Facilities may be used for working capital, for capital expenditures, to refinance existing debt, to finance acquisitions and for other general corporate purposes. The Revolver includes an option to request a maximum of three one-year extensions of the maturity date any time after the first anniversary of the closing date of the Revolver. Availability of the Revolver is reduced by the outstanding principal balance of our commercial paper notes and by any letters of credit issued under the Revolver. As of December 31, 2023, there were $196.0 million of outstanding CP notes, $0.4 million of
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
letters of credit outstanding, no outstanding borrowings under the Revolver and $695.6 million outstanding under the Term Loan. Availability under the Revolver was $1,303.6 million at December 31, 2023.
Under the Senior Credit Facilities, the Company must comply with various financial and non-financial covenants. In March 2023, we amended the Senior Credit Facilities, resulting in a modification of our required maximum leverage ratio, among other changes. As amended, the Senior Credit Facilities require a maximum leverage ratio, defined as consolidated funded debt divided by consolidated EBITDA, of (i) 4.25 to 1.0 commencing with the fourth quarter of 2022 through the fourth quarter of 2023 and (ii) 3.75 to 1.0 commencing with the first quarter of 2024 and for each fiscal quarter ending thereafter through the remaining term of the Senior Credit Facilities. We may also elect to increase the maximum leverage ratio by 0.5 to 1.0 (subject to a maximum leverage ratio of 4.75 to 1.0) in connection with certain material acquisitions if we satisfy certain requirements. The Senior Credit Facilities also permit cash in excess of $175 million to be netted against debt in the calculation of the leverage ratio, subject to certain restrictions. Compliance with this financial covenant is tested quarterly. The non-financial covenants include limitations on liens, subsidiary debt, mergers, liquidations, asset dispositions and certain government regulations. As of December 31, 2023, we were in compliance with our covenants under the Revolver and Term Loan. Our borrowings under these facilities, which have not been guaranteed by any of our subsidiaries, are unsecured and will rank on parity in right of payment with all of our other unsecured and unsubordinated indebtedness from time to time outstanding.
At December 31, 2023, interest was payable on borrowings under the Revolver and Term Loan at the base rate or Secured Overnight Financing Rate, or SOFR, plus a specified margin. The Company is required to pay on a quarterly basis a commitment fee with respect to our Revolver, which is calculated based upon the amount of daily usage of the Revolver over the available aggregate lender commitments thereunder during the applicable quarterly period. Both the applicable interest rate and the commitment fee are subject to adjustment based on the Company’s debt ratings.
Commercial Paper Program. Our $1.5 billion CP program has been established through the private placement of CP notes from time-to-time, in which borrowings may bear interest at either a variable or a fixed rate, plus the applicable margin. Maturities of CP can range from overnight to 397 days. Because the CP is backstopped by our Revolver, the amount of CP which may be issued under the program is reduced by the outstanding face amount of any letters of credit issued and by the outstanding borrowings under our Revolver. At December 31, 2023, there were $196.0 million of outstanding CP notes. We have disclosed the net short-term borrowing activity for the year ended December 31, 2023 in the Consolidated Statements of Cash Flows. There are no CP borrowings or payments with a maturity date greater than 90 days and less than 365 days for the twelve months ended December 31, 2023. The amount disclosed includes CP borrowings of $161.0 million and payments of $346.8 million with a maturity date greater than 90 days and less than 365 days for the twelve months ended December 31, 2022.
2.3% and 3.25% Senior Notes. On May 12, 2016, we issued $500.0 million principal amount of 2.3%, five-year senior notes and $275.0 million principal amount of 3.25%, ten-year senior notes in an underwritten public offering. Interest is payable semi-annually in arrears on June 1 and December 1 of each year. The net proceeds of the sale of the notes were used to repay borrowings under our prior revolving credit facility and a portion of the borrowings under our CP incurred to finance the acquisition of Veda. We must comply with various non-financial covenants, including certain limitations on mortgages, liens and sale-leaseback transactions, as well as mergers and sales of substantially all of our assets. The senior notes are unsecured and rank equally with all of our other unsecured and unsubordinated indebtedness. In May 2021, we repaid the 2.3% Senior Notes with cash on hand.
7.0% Senior Notes. On June 28, 2007, we issued $250.0 million principal amount of 7.0%, thirty-year senior notes in underwritten public offerings. Interest is payable semi-annually in arrears on January 1 and July 1 of each year. The net proceeds of the financing were used to repay short-term indebtedness, a substantial portion of which was incurred in connection with an acquisition. We must comply with various non-financial covenants, including certain limitations on liens, additional debt and mortgages, mergers, asset dispositions and sale-leaseback arrangements. The senior notes are unsecured and rank equally with all of our other unsecured and unsubordinated indebtedness.
6.9% Debentures. We have $125.0 million of debentures outstanding with a maturity date of 2028. The debentures are unsecured and rank equally with all of our other unsecured and unsubordinated indebtedness.
Cash paid for interest was $231.5 million, $161.7 million and $139.7 million during the twelve months ended December 31, 2023, 2022 and 2021, respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. COMMITMENTS AND CONTINGENCIES
Remaining Matters Related to 2017 Cybersecurity Incident
Canadian Class Actions. Five putative Canadian class actions, four of which are on behalf of a national class of approximately 19,000 Canadian consumers, are pending against us in Ontario, British Columbia and Alberta. Each of the proposed Canadian class actions asserts a number of common law and statutory claims seeking monetary damages and other related relief in connection with a material cybersecurity incident in 2017. In addition to seeking class certification on behalf of Canadian consumers whose personal information was allegedly impacted by the 2017 cybersecurity incident, in some cases, plaintiffs also seek class certification on behalf of a larger group of Canadian consumers who had contracts for subscription products with Equifax around the time of the incident or earlier and were not impacted by the incident. The Ontario class action has been certified in part but is otherwise at a preliminary stage. All other purported class actions are at preliminary stages or stayed.
FCA Investigation. The U.K.’s Financial Conduct Authority (“FCA”) opened an enforcement investigation against our U.K. subsidiary, Equifax Limited, in October 2017 in connection with the 2017 cybersecurity incident. We received a notice with the FCA's findings on October 13, 2023, and paid a penalty of $13.5 million to resolve the matter.
Data Processing, Outsourcing Services and Other Agreements
We have separate agreements with Google, Amazon Web Services, UST Global, Kyndryl and others to outsource portions of our network and security infrastructure, computer data processing operations, applications development, business continuity and recovery services, help desk service and desktop support functions, operation of our voice and data networks, maintenance and related functions and to provide certain other administrative and operational services. The agreements expire between 2024 and 2029. The estimated aggregate minimum contractual obligation remaining under these agreements is approximately $1.4 billion as of December 31, 2023, with no future year’s minimum contractual obligation expected to exceed approximately $405 million. Annual payment obligations in regard to these agreements vary due to factors such as the volume of data processed; changes in our servicing needs as a result of new product offerings, acquisitions or divestitures; the introduction of significant new technologies; foreign currency; or the general rate of inflation. In certain circumstances (e.g., a change in control or for our convenience), we may terminate these data processing and outsourcing agreements, and, in doing so, certain of these agreements require us to pay significant termination fees.
Under our agreement with Google, we have agreed to purchase cloud platform services and cloud marketplace software and we have outsourced certain areas of our network and security infrastructure. The estimated future minimum contractual obligation under the agreement is approximately $1.0 billion for the remaining term, with no individual year’s minimum expected to exceed approximately $228 million. We may terminate certain portions of this agreement without penalty in the event that Google is in material breach of the terms of the agreement. During 2023, 2022 and 2021, we paid approximately $171 million, $152 million and $62 million, respectively, for these services.
Under our agreement with Amazon Web Services, we have outsourced certain areas of our network and security infrastructure. The estimated future minimum contractual obligation under the agreement is approximately $173 million for the remaining term, with no individual year's minimum expected to exceed approximately $52 million. During 2023, 2022 and 2021, we paid approximately $52 million, $74 million and $58 million, respectively, for these services.
Change in Control Agreements
In February 2019, we adopted the Equifax Inc. Change in Control Severance Plan (the “CIC Plan”) for certain key executives. The CIC Plan does not apply to Mark W. Begor, our Chief Executive Officer, whose severance benefits in a change of control are contained in his employment agreement with the Company. The CIC Plan and Mr. Begor’s agreement provide for, among other things, certain payments and benefits in the event of a qualifying termination of employment (i.e., termination of employment by the executive for “good reason” or termination of employment by the Company without “cause,” each as defined in the applicable document) following a change in control of the Company. In the event of a qualifying termination, the executive will become entitled to continuation of certain employee benefits for two years, as well as a lump sum severance payment, all of which differs by executive.
Change in control events potentially triggering benefits under the CIC Plan and Mr. Begor’s agreement would occur, subject to certain exceptions, if (1) any person acquires 20% or more of our voting stock; (2) upon a merger or other business combination, our shareholders receive less than two-thirds of the common stock and combined voting power of the new company; (3) members of the current Board of Directors ceasing to constitute a majority of the Board of Directors, except for new directors that are regularly elected; (4) we sell or otherwise dispose of all or substantially all of our assets; or (5) we
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
liquidate or dissolve. If these change in control benefits had been triggered as of December 31, 2023, payments of approximately $34.3 million would have been made.
Under the Company’s existing employee stock benefit plans, upon a change in control, outstanding awards will continue to vest in accordance with the terms. However, if outstanding awards are not assumed or continued in the change in control transaction or if the executive incurs a qualifying termination in connection with the change in control, then all outstanding stock options and nonvested stock awards will vest. With respect to unvested performance based share awards dependent upon the Company’s three-year relative total shareholder return, if at least one calendar year of performance during the performance period has been completed prior to the change in control event, the awards will be paid out based on the Company’s performance at that time; otherwise the payout of shares will be at 100% of the target award. Under the Company’s existing director stock benefit plans, upon a change in control, all outstanding nonvested stock awards will vest.
Guarantees
We will from time to time issue standby letters of credit, performance or surety bonds or other guarantees in the normal course of business. The aggregate notional amount of all performance bonds, surety bonds and standby letters of credit is not material at December 31, 2023 and generally have a remaining maturity of one year or less. We may issue other guarantees in the ordinary course of business. The maximum potential future payments we could be required to make under the guarantees is not material at December 31, 2023. We have agreed to guarantee the liabilities and performance obligations (some of which have limitations) of a certain debt collections and recovery management subsidiary under its commercial agreements. We cannot reasonably estimate our potential future payments under the guarantees and related provisions described above because we cannot predict when and under what circumstances these provisions may be triggered. We had no accruals related to guarantees on our Consolidated Balance Sheets at December 31, 2023.
General Indemnifications
Many of our commercial agreements contain commercially standard indemnification obligations related to tort, material breach or other liabilities that arise during the course of performance under the agreement. These indemnification obligations are typically mutual.
We are the lessee under many real estate leases. It is common in these commercial lease transactions for us, as the lessee, to agree to indemnify the lessor and other related third parties for tort, environmental and other liabilities that arise out of or relate to our use or occupancy of the leased premises. This type of indemnity would typically make us responsible to indemnified parties for liabilities arising out of the conduct of, among others, contractors, licensees and invitees at or in connection with the use or occupancy of the leased premises. This indemnity often extends to related liabilities arising from the negligence of the indemnified parties, but usually excludes any liabilities caused by either their sole or gross negligence and their willful misconduct.
Certain of our credit agreements include provisions which require us to make payments to preserve an expected economic return to the lenders if that economic return is diminished due to certain changes in law or regulations. In certain of these credit agreements, we also bear the risk of certain changes in tax laws that would be subject to payments to non-U.S. lenders to withholding taxes.
In conjunction with certain transactions, such as sales or purchases of operating assets or services in the ordinary course of business, or the disposition of certain assets or businesses, we sometimes provide routine indemnifications, the terms of which range in duration and sometimes are not limited.
The Company has entered into indemnification agreements with its directors and executive officers. Under these agreements, the Company has agreed to indemnify such individuals to the fullest extent permitted by law against liabilities that arise by reason of their status as directors or officers and to advance expenses incurred by such individuals in connection with the related legal proceedings. The Company maintains directors and officers liability insurance coverage to reduce its exposure to such obligations.
We cannot reasonably estimate our potential future payments under the indemnities and related provisions described above because we cannot predict when and under what circumstances these provisions may be triggered. We have no accrual related to indemnifications on our Consolidated Balance Sheets at December 31, 2023 and 2022.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Subsidiary Dividend and Fund Transfer Limitations
The ability of some of our subsidiaries and associated companies to transfer funds to us is limited, in some cases, by certain restrictions imposed by foreign governments, which do not, individually or in the aggregate, materially limit our ability to service our indebtedness, meet our current obligations or pay dividends.
Contingencies
In addition to the matters set forth above, we are involved in legal and regulatory matters, government investigations, claims and litigation arising in the ordinary course of business. We periodically assess our exposure related to these matters based on the information which is available. We have recorded accruals in our Consolidated Financial Statements for those matters in which it is probable that we have incurred a loss and the amount of the loss, or range of loss, can be reasonably estimated.
Although the final outcome of these matters cannot be predicted with certainty, any possible adverse outcome arising from these matters is not expected to have a material impact on our Consolidated Financial Statements, either individually or in the aggregate. However, our evaluation of the likely impact of these matters may change in the future. We accrue for unpaid legal fees for services performed to date.
7. INCOME TAXES
The provision for income taxes consisted of the following:
| Twelve Months Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| (In millions) | |||||||||||||||||
| Current: | |||||||||||||||||
| Federal | $ | 155.5 | $ | 73.4 | $ | 108.1 | |||||||||||
| State | 24.2 | 27.7 | 39.3 | ||||||||||||||
| Foreign | 56.7 | 40.3 | 44.0 | ||||||||||||||
| 236.4 | 141.4 | 191.4 | |||||||||||||||
| Deferred: | |||||||||||||||||
| Federal | (50.2) | 68.6 | 43.3 | ||||||||||||||
| State | 12.4 | 19.0 | 4.7 | ||||||||||||||
| Foreign | (32.4) | 0.5 | (38.7) | ||||||||||||||
| (70.2) | 88.1 | 9.3 | |||||||||||||||
| Provision for income taxes | $ | 166.2 | $ | 229.5 | $ | 200.7 |
Domestic and foreign income before income taxes was as follows:
| Twelve Months Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| (In millions) | |||||||||||||||||
| U.S. | $ | 573.2 | $ | 794.7 | $ | 885.6 | |||||||||||
| Foreign | 144.7 | 135.0 | 63.6 | ||||||||||||||
| $ | 717.9 | $ | 929.7 | $ | 949.2 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The provision for income taxes reconciles with the U.S. federal statutory rate, as follows:
| Twelve Months Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| (In millions) | |||||||||||||||||
| Federal statutory rate | 21.0 | % | 21.0 | % | 21.0 | % | |||||||||||
| Provision computed at federal statutory rate | $ | 150.8 | $ | 195.2 | $ | 199.3 | |||||||||||
| State and local taxes, net of federal tax benefit | 30.0 | 34.7 | 34.9 | ||||||||||||||
| Foreign differential | 20.5 | 14.8 | (10.4) | ||||||||||||||
| Federal research & development credit | (24.2) | (28.5) | (16.6) | ||||||||||||||
| Equity compensation | (3.2) | (6.8) | (14.0) | ||||||||||||||
| Tax reserves | 5.8 | 4.9 | (0.8) | ||||||||||||||
| Reversal of BVS deferred tax liability | (27.3) | — | — | ||||||||||||||
| Excess officer’s compensation | 8.4 | 6.1 | 5.8 | ||||||||||||||
| Valuation allowance | 1.9 | 3.8 | 0.5 | ||||||||||||||
| Other | 3.5 | 5.3 | 2.0 | ||||||||||||||
| Provision for income taxes | $ | 166.2 | $ | 229.5 | $ | 200.7 | |||||||||||
| Effective income tax rate | 23.2 | % | 24.7 | % | 21.2 | % |
We record deferred income taxes using enacted tax laws and rates for the years in which the taxes are expected to be paid. Deferred income tax assets and liabilities are recorded based on the differences between the financial reporting and income tax bases of assets and liabilities. For additional information about our income tax policy see Note 1 of the Notes to Consolidated Financial Statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Components of the deferred income tax assets and liabilities at December 31, 2023 and 2022, were as follows:
| December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| (In millions) | |||||||||||
| Deferred income tax assets: | |||||||||||
| Net operating and capital loss carryforwards | $ | 101.2 | $ | 110.2 | |||||||
| Goodwill and intangible assets | 116.0 | 114.6 | |||||||||
| Employee compensation programs | 59.8 | 45.3 | |||||||||
| Foreign tax credits | 17.2 | 17.2 | |||||||||
| Employee pension benefits | 26.6 | 26.7 | |||||||||
| Reserves and accrued expenses | 6.4 | 10.1 | |||||||||
| Accrued legal expense | 9.1 | 7.1 | |||||||||
| Research and development costs | 22.3 | 32.6 | |||||||||
| Operating lease asset | 25.0 | 19.3 | |||||||||
| Other | 24.3 | 18.3 | |||||||||
| Gross deferred income tax assets | 407.9 | 401.4 | |||||||||
| Valuation allowance | (178.5) | (185.1) | |||||||||
| Total deferred income tax assets, net | 229.4 | 216.3 | |||||||||
| Deferred income tax liabilities: | |||||||||||
| Goodwill and intangible assets | (615.9) | (582.6) | |||||||||
| Undistributed earnings of foreign subsidiaries | (6.2) | (6.0) | |||||||||
| Depreciation | (29.8) | (26.6) | |||||||||
| Operating lease liability | (25.0) | (19.3) | |||||||||
| Prepaid expenses | (15.0) | (11.3) | |||||||||
| Investment basis difference | (0.1) | (23.4) | |||||||||
| Other | (2.1) | (0.8) | |||||||||
| Total deferred income tax liability | (694.1) | (670.0) | |||||||||
| Net deferred income tax liability | $ | (464.7) | $ | (453.7) |
Our deferred income tax assets and deferred income tax liabilities at December 31, 2023 and 2022 are included in the accompanying Consolidated Balance Sheets as follows:
| December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| (In millions) | |||||||||||
| Long-term deferred income tax assets, included in other assets | $ | 10.2 | $ | 6.6 | |||||||
| Long-term deferred income tax liabilities | (474.9) | (460.3) | |||||||||
| Net deferred income tax liability | $ | (464.7) | $ | (453.7) |
We record deferred income taxes on the temporary differences of our foreign subsidiaries, except for the temporary differences related to undistributed earnings of subsidiaries which we consider indefinitely invested. As of December 31, 2023, we have indefinitely invested $314.4 million attributable to undistributed earnings of our Canadian and Chilean subsidiaries. If these earnings were not considered indefinitely invested, we estimate that $21.3 million of deferred withholding tax liability would have been provided. Further, we are permanently invested with respect to the original investment in foreign subsidiaries. Therefore, we have not provided the deferred tax assets on the outside basis of these subsidiaries as we have no intent to sell or divest of these subsidiaries. However, the Company has provided for local country withholding taxes related to these earnings.
At December 31, 2023, we had U.S. federal and state net operating loss carryforwards of $11.6 million and $384.5 million, respectively, which will expire at various times between 2024 and 2041. We also had foreign net operating loss carryforwards totaling $264.2 million of which $17.7 million will expire between 2024 and 2040 and the remaining $246.5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
million will carryforward indefinitely. Foreign capital loss carryforwards of $17.1 million may be carried forward indefinitely. We had foreign tax credit carryforwards of $17.2 million which will expire in the years 2025 through 2028. Additionally, we had state and foreign research and development credit carryforwards of $22.3 million. The state credits expire between 2029 through 2033 and the foreign credits have an indefinite expiration period. We have state §163(j) interest limitation carryovers of $620.2 million which have an indefinite expiration period. The tax effected amount of the state §163(j) interest limitation carryovers is $4.3 million. The deferred tax asset related to the net operating loss, capital loss carryforwards, foreign tax credit carryforwards, §163(j) carryforwards and research and development credit is $144.9 million of which $56.1 million has been fully reserved in the deferred tax valuation allowance.
Cash paid for income taxes, net of amounts refunded, was $203.2 million, $152.4 million and $192.3 million during the twelve months ended December 31, 2023, 2022 and 2021, respectively.
We recognize interest and penalties accrued related to unrecognized tax benefits in the provision for income taxes on our Consolidated Statements of Income.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
| 2023 | 2022 | ||||||||||
| (In millions) | |||||||||||
| Beginning balance (January 1) | $ | 56.2 | $ | 48.5 | |||||||
| Increases related to prior year tax positions | 3.1 | 7.7 | |||||||||
| Decreases related to prior year tax positions | (2.0) | (1.0) | |||||||||
| Increases related to current year tax positions | 10.6 | 12.2 | |||||||||
| Decreases related to settlements | (0.3) | (1.0) | |||||||||
| Expiration of the statute of limitations for the assessment of taxes | (12.0) | (9.9) | |||||||||
| Currency translation adjustment | (0.1) | (0.3) | |||||||||
| Ending balance (December 31) | $ | 55.5 | $ | 56.2 |
We recorded liabilities of $48.9 million and $42.7 million for unrecognized tax benefits as of December 31, 2023 and 2022, respectively, which included interest and penalties of $8.2 million and $6.5 million, respectively. As of December 31, 2023 and 2022, the total amount of unrecognized benefits that, if recognized, would have affected the effective tax rate was $47.5 million and $41.1 million, respectively, which included interest and penalties of $7.5 million and $5.9 million, respectively. During 2023 and 2022, gross interest and penalties of $2.7 million and $2.2 million, respectively, were accrued.
As of December 31, 2023 and 2022, the gross amount of unrecognized tax benefits was $55.5 million and $56.2 million, respectively. Of the total, $14.8 million in 2023 and $19.9 million in 2022 relate to unrecognized tax benefits for which no liability has been recorded associated with the carryforward of certain state and foreign attributes. If we were to prevail on all uncertain tax positions, the net effect would be a benefit of $40.7 million and $36.3 million in 2023 and 2022, respectively, exclusive of any benefits related to interest and penalties.
Equifax and its subsidiaries are subject to U.S. federal, state and international income taxes. We are generally no longer subject to federal, state or international income tax examinations by tax authorities for years before 2020. Due to the potential for resolution of state and foreign examinations, and the expiration of various statutes of limitations, it is reasonably possible that Equifax’s gross unrecognized tax benefit balance may change within the next twelve months by a range of zero to $14.4 million.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8. STOCK-BASED COMPENSATION
We have two active share-based award plans, the amended and restated 2008 Omnibus Incentive Plan (the "2008 Plan") and the 2023 Omnibus Incentive Plan (the "2023 Plan" and, together with the 2008 Plan, the "Omnibus Plans"). The 2008 Plan was originally approved by our shareholders in 2008 and was amended and restated with shareholder approval in May 2013 to, among other things, increase the reserve for awards under the 2008 Plan by 11 million shares. The 2023 Plan was approved by our shareholders on May 4, 2023, at which time the 2008 Plan was terminated other than with respect to then-outstanding awards under the 2008 Plan. The Omnibus Plans provide our directors, officers and certain key employees (and, in the case of the 2023 Plan, certain consultants and advisors) with stock options, restricted stock units and performance share awards. The Omnibus Plans are described below. We expect to issue common shares held as either treasury stock or new issue shares upon the exercise of stock options or once shares vest pursuant to restricted stock units or performance share awards. Total stock-based compensation expense in our Consolidated Statements of Income during the twelve months ended December 31, 2023, 2022 and 2021, was as follows:
| Twelve Months Ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| (In millions) | ||||||||||||||||||||
| Cost of services | $ | 14.5 | $ | 12.4 | $ | 12.0 | ||||||||||||||
| Selling, general and administrative expenses | 57.3 | 50.2 | 42.9 | |||||||||||||||||
| Stock-based compensation expense, before income taxes | $ | 71.8 | $ | 62.6 | $ | 54.9 |
The total income tax benefit recognized for stock-based compensation expense was $17.3 million, $14.8 million and $13.0 million for the twelve months ended December 31, 2023, 2022 and 2021, respectively.
Stock Options. The Omnibus Plans provide that qualified and nonqualified stock options may be granted to officers and other employees. The Omnibus Plans require that stock options be granted at exercise prices not less than market value on the date of grant. Generally, stock options are subject to graded vesting for periods of up to three years based on service, with 33.3% vesting for each year of completed service, and expire ten years from the grant date.
We use the binomial model to calculate the fair value of stock options granted. The binomial model incorporates assumptions regarding anticipated employee exercise behavior, expected stock price volatility, dividend yield and risk-free interest rate. Anticipated employee exercise behavior and expected post-vesting cancellations over the contractual term used in the binomial model were primarily based on historical exercise patterns. These historical exercise patterns indicated there was not significantly different exercise behavior between employee groups. For our expected stock price volatility assumption, we weighted historical volatility and implied volatility. We used daily observations for historical volatility, while our implied volatility assumption was based on actively traded options related to our common stock. The expected term is derived from the binomial model based on assumptions incorporated into the binomial model as described above.
The fair value for stock options granted during the twelve months ended December 31, 2023, 2022 and 2021, was estimated at the date of grant, using the binomial model with the following weighted-average assumptions:
| Twelve Months Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Dividend yield | 0.8 | % | 0.7 | % | 1.0 | % | |||||||||||
| Expected volatility | 33.1 | % | 31.5 | % | 28.5 | % | |||||||||||
| Risk-free interest rate | 3.9 | % | 2.4 | % | 0.5 | % | |||||||||||
| Expected term (in years) | 4.8 | 5.0 | 4.8 | ||||||||||||||
| Weighted-average fair value of stock options granted | $ | 63.70 | $ | 59.70 | $ | 39.63 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes changes in outstanding stock options during the twelve months ended December 31, 2023, as well as stock options that are vested and expected to vest and stock options exercisable at December 31, 2023:
| Shares | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term | Aggregate Intrinsic Value | ||||||||||||||||||||
| (In thousands) | (In years) | (In millions) | |||||||||||||||||||||
| Outstanding at December 31, 2022 | 1,964 | $ | 164.72 | ||||||||||||||||||||
| Granted (all at market price) | 259 | $ | 210.37 | ||||||||||||||||||||
| Exercised | (218) | $ | 143.98 | ||||||||||||||||||||
| Forfeited and canceled | (44) | $ | 205.81 | ||||||||||||||||||||
| Outstanding at December 31, 2023 | 1,961 | $ | 171.93 | 4.7 | $ | 148.4 | |||||||||||||||||
| Vested and expected to vest at December 31, 2023 | 1,945 | $ | 171.55 | 4.7 | $ | 148.0 | |||||||||||||||||
| Exercisable at December 31, 2023 | 1,326 | $ | 150.58 | 3.3 | $ | 128.3 |
The aggregate intrinsic value amounts in the table above represent the difference between the closing price of Equifax’s common stock on December 31, 2023 and the exercise price, multiplied by the number of in-the-money stock options as of the same date. This represents the value that would have been received by the stock option holders if they had all exercised their stock options on December 31, 2023. In future periods, this amount will change depending on fluctuations in Equifax’s stock price. The total intrinsic value of stock options exercised during the twelve months ended December 31, 2023, 2022 and 2021, was $14.0 million, $5.9 million and $41.9 million, respectively. At December 31, 2023, our total unrecognized compensation cost related to stock options was $8.3 million with a weighted-average recognition period of 1.6 years.
The following table summarizes changes in outstanding options and the related weighted-average exercise price per share for the twelve months ended December 31, 2022 and 2021:
| December 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Shares | Weighted- Average Exercise Price | Shares | Weighted- Average Exercise Price | ||||||||||||||||||||
| (In thousands) | (In thousands) | ||||||||||||||||||||||
| Outstanding at the beginning of the year | 1,710 | $ | 149.67 | 1,831 | $ | 137.01 | |||||||||||||||||
| Granted (all at market price) | 369 | $ | 232.28 | 314 | $ | 184.03 | |||||||||||||||||
| Exercised | (76) | $ | 136.84 | (341) | $ | 114.35 | |||||||||||||||||
| Forfeited and canceled | (39) | $ | 198.34 | (94) | $ | 145.92 | |||||||||||||||||
| Outstanding at the end of the year | 1,964 | $ | 164.72 | 1,710 | $ | 149.67 | |||||||||||||||||
| Exercisable at end of year | 1,268 | $ | 141.40 | 522 | $ | 129.57 |
Other Stock Awards. The Omnibus Plans also provide for awards of restricted stock units and performance shares or units that are settled in shares of our common stock. Such stock awards are generally subject to cliff vesting over a period between one to three years based on service and may also have vesting conditions based on meeting specified performance goals.
The fair value of these stock awards is based on the fair market value of our common stock on the date of grant and include the right to dividends or dividend equivalents, which are accrued and payable only if and when the underlying stock vests and is payable.
Pursuant to the Omnibus Plans, certain executives have been granted performance shares pursuant to which the number of shares earned is dependent upon the Company’s three-year total shareholder return relative to the three-year total shareholder return of the companies in the S&P 500 stock index, as comprised on the grant date, subject to adjustment. Beginning in 2022, certain executives have been granted performance shares pursuant to which the number of shares earned is dependent upon the Company's adjusted EBITDA growth over the three-year performance period.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The number of shares which could potentially be issued under these performance share awards ranges from zero to 200% of the target award. The grants outstanding subject to market performance as of December 31, 2023 would result in 332,840 shares outstanding at 100% of target and 665,680 at 200% of target at the end of the vesting period. Compensation expense for shares earned based on the Company’s three-year total shareholder return is recognized on a straight-line basis over the measurement period and is based upon the fair market value of the shares estimated to be earned at the date of grant using a Monte-Carlo simulation. Compensation expense for shares earned based on the Company’s adjusted EBITDA is recognized on a straight-line basis over the measurement period and is based upon the fair market value.
The following table summarizes changes in these other stock awards during the twelve months ended December 31, 2023, 2022 and 2021 and the related weighted-average grant date fair value:
| Shares | Weighted-Average Grant Date Fair Value | ||||||||||
| (In thousands) | |||||||||||
| Nonvested at December 31, 2020 | 927 | $ | 128.04 | ||||||||
| Granted | 396 | $ | 175.51 | ||||||||
| Vested | (465) | $ | 130.96 | ||||||||
| Forfeited | (79) | $ | 141.73 | ||||||||
| Nonvested at December 31, 2021 | 779 | $ | 159.73 | ||||||||
| Granted | 483 | $ | 196.97 | ||||||||
| Vested | (406) | $ | 133.26 | ||||||||
| Forfeited | (72) | $ | 202.70 | ||||||||
| Nonvested at December 31, 2022 | 784 | $ | 192.47 | ||||||||
| Granted | 373 | $ | 205.98 | ||||||||
| Vested | (215) | $ | 172.62 | ||||||||
| Forfeited | (86) | $ | 194.11 | ||||||||
| Nonvested at December 31, 2023 | 856 | $ | 203.17 |
The total fair value of stock awards that vested during the twelve months ended December 31, 2023, 2022 and 2021, was $43.7 million, $85.9 million and $106.7 million, respectively, based on the weighted-average fair value on the vesting date, and $37.1 million, $54.2 million and $61.0 million, respectively, based on the weighted-average fair value on the date of grant. At December 31, 2023, our total unrecognized compensation cost related to these nonvested stock awards was $53.0 million with a weighted-average recognition period of 1.8 years.
Employee Stock Purchase Plan. Effective July 1, 2020, the Equifax Board of Directors approved the 2020 Employee Stock Purchase Plan (“ESPP”). Under the ESPP, participating employees have the option to withhold 1% to 10% of their annual salary, up to $25,000 annually, to purchase Equifax stock at a 5% discount based on the closing stock price of the final day of the offering period. The ESPP is noncompensatory in nature and is treated as any other sale of the Company's equity instruments.
9. BENEFIT PLANS
We have defined benefit pension plans and defined contribution plans. We also maintain certain healthcare and life insurance benefit plans for eligible retired employees. The measurement date for our defined benefit pension plans and other postretirement benefit plans is December 31 of each year.
Pension Benefits. Pension benefits are provided through U.S., and previously, Canadian defined benefit pension plans and three supplemental executive defined benefit pension plans.
U.S. and Canadian Retirement Plans. We sponsor a qualified defined benefit retirement plan, the U.S. Retirement Income Plan (“USRIP”), that covers approximately 6% of current U.S. salaried employees who were hired on or before June 30, 2007, the last date on which an individual could be hired and enter the plan before the USRIP was closed to new participation at December 31, 2008. This plan also covers retirees as well as certain terminated but vested individuals not yet in retirement status. We also sponsored a retirement plan with both defined benefit and defined contribution components that
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
covered most salaried and hourly employees in Canada, the Canadian Retirement Income Plan (“CRIP”), until it was settled in 2022.
In 2023, the Company announced a program to offer a voluntary lump-sum pension payout to certain eligible active employees and former employees in the USRIP which would settle the Company’s obligation to them. The program provided participants with a limited time opportunity to elect to receive a lump-sum settlement of their pension benefit or begin to receive their benefit in the form of a monthly annuity in December 2023. As a result, the Company paid $31.8 million from plan assets and was relieved of the corresponding pension obligation of $33.4 million. The remaining activity was recorded through net periodic benefit cost related to the annual mark-to-market remeasurement.
Effective December 31, 2014, the USRIP plan was frozen for all participants eligible to accrue benefits. Accordingly, pension plan participants earn no new benefits under the plan formula. Additionally, the CRIP, a registered defined benefit pension plan, was changed for employees who did not meet retirement-eligibility status under the CRIP as of December 31, 2012 (“Non-Grandfathered” participants). Under the plan amendment, the service credit for Non-Grandfathered participants froze, but these participants continued to receive credit for salary increases and vesting service. Additionally, Non-Grandfathered employees and certain other employees not eligible to participate in the CRIP (i.e., new hires on or after October 1, 2011) are eligible to participate in an enhanced defined contribution plan. In 2019, the Compensation Committee of the Board of Directors approved the termination of the plan. The CRIP was frozen effective December 31, 2020 at which date we ceased accruing benefits for all active members. During the third quarter of 2022, we settled the liabilities under the CRIP with lump sum payments and an annuity purchase.
During the twelve months ended December 31, 2023, we made no voluntary contributions to the USRIP. During the twelve months ended December 31, 2022, we made no voluntary contributions to the USRIP and made contributions of $15.5 million to the CRIP. At December 31, 2023, the USRIP met or exceeded ERISA’s minimum funding requirements.
The annual report produced by our consulting actuaries specifies the funding requirements for our plans based on projected benefits for plan participants, historical investment results on plan assets, current discount rates for liabilities, assumptions for future demographic developments and recent changes in statutory requirements. We may elect to make additional discretionary contributions to our plans in excess of minimum funding requirements, subject to statutory limitations.
Supplemental Retirement Plans. We maintain three supplemental executive retirement programs for certain key employees. The plans, which are unfunded, provide supplemental retirement payments based on salary and years of service.
Other Benefits. We maintain certain healthcare and life insurance benefit plans for eligible retired employees. Substantially all of our U.S. employees may become eligible for the retiree healthcare benefits if they reach retirement age while working for us and satisfy certain years of service requirements. Employees hired on or after January 1, 2009 are required to pay the full cost of coverage after retirement. The retiree life insurance program covers employees who retired on or before December 31, 2003. We accrue the cost of providing healthcare benefits over the active service period of the employee.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Obligations and Funded Status. A reconciliation of the projected benefit obligations, plan assets and funded status of the plans is as follows:
| Pension Benefits | Other Benefits | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Change in projected benefit obligation | |||||||||||||||||||||||
| Benefit obligation at January 1, | $ | 501.1 | $ | 731.9 | $ | 12.8 | $ | 17.1 | |||||||||||||||
| Service cost | 1.2 | 1.5 | 0.1 | 0.2 | |||||||||||||||||||
| Interest cost | 27.4 | 20.1 | 0.7 | 0.5 | |||||||||||||||||||
| Plan participants’ contributions | — | — | — | — | |||||||||||||||||||
| Amendments | — | — | 0.3 | — | |||||||||||||||||||
| Actuarial loss (gain) | 11.3 | (151.7) | (1.5) | (3.3) | |||||||||||||||||||
| Foreign currency exchange rate changes | — | (1.1) | — | (0.1) | |||||||||||||||||||
| Settlements | (34.5) | (57.4) | — | — | |||||||||||||||||||
| Benefits paid | (40.4) | (42.2) | (1.3) | (1.6) | |||||||||||||||||||
| Projected benefit obligation at December 31, | 466.1 | 501.1 | 11.1 | 12.8 | |||||||||||||||||||
| Change in plan assets | |||||||||||||||||||||||
| Fair value of plan assets at January 1, | 399.0 | 600.5 | 10.7 | 15.0 | |||||||||||||||||||
| Actual return on plan assets | 30.6 | (124.4) | 1.0 | (3.3) | |||||||||||||||||||
| Employer contributions | 7.0 | 22.4 | 0.2 | 0.1 | |||||||||||||||||||
| Plan participants’ contributions | — | — | — | — | |||||||||||||||||||
| Foreign currency exchange rate changes | — | (0.9) | — | — | |||||||||||||||||||
| Other disbursements | (0.9) | (56.4) | — | — | |||||||||||||||||||
| Settlements | (31.8) | — | — | — | |||||||||||||||||||
| Benefits paid | (40.4) | (42.2) | (1.2) | (1.1) | |||||||||||||||||||
| Fair value of plan assets at December 31, | 363.5 | 399.0 | 10.7 | 10.7 | |||||||||||||||||||
| Funded status of plan | $ | (102.6) | $ | (102.1) | $ | (0.4) | $ | (2.1) |
The accumulated benefit obligation for the USRIP and Supplemental Retirement Plans was $466.1 million at December 31, 2023. The accumulated benefit obligation for the USRIP, CRIP and Supplemental Retirement Plans was $500.6 million at December 31, 2022.
At December 31, 2023, the USRIP had projected benefit obligations and accumulated benefit obligations in excess of the plan's respective assets. The fair value of plan assets for this plan were $363.5 million and the projected benefit obligation and accumulated benefit obligation were $377.9 million at December 31, 2023.
At December 31, 2023, the Supplemental Retirement Plans had projected benefit obligations and accumulated benefit obligations in excess of those plans’ respective assets. The projected benefit obligation and accumulated benefit obligation for these plans in the aggregate were $88.2 million and these plans did not have any plan assets at December 31, 2023.
At December 31, 2022, the USRIP had projected benefit obligations and accumulated benefit obligations in excess of the plan's respective assets. The fair value of plan assets for this plan were $398.1 million and the projected benefit obligation and accumulated benefit obligation were $412.3 million at December 31, 2022.
At December 31, 2022, the Supplemental Retirement Plans had projected benefit obligations and accumulated benefit obligations in excess of those plans’ respective assets. The projected benefit obligation and accumulated benefit obligation for these plans in the aggregate were $87.9 million and $87.4 million, respectively, and these plans did not have any plan assets at December 31, 2022.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table represents the net amounts recognized, or the funded status of our pension and other postretirement benefit plans, in our Consolidated Balance Sheets at December 31, 2023 and 2022:
| Pension Benefits | Other Benefits | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| Amounts recognized in the statements of financial position consist of: | (In millions) | |||||||||||||||||||||||||
| Noncurrent assets | $ | — | $ | — | $ | 0.9 | $ | — | ||||||||||||||||||
| Current liabilities | (6.7) | (6.7) | (0.1) | (0.1) | ||||||||||||||||||||||
| Long-term liabilities | (95.9) | (95.4) | (1.2) | (2.0) | ||||||||||||||||||||||
| Net amount recognized | $ | (102.6) | $ | (102.1) | $ | (0.4) | $ | (2.1) |
At December 31, 2023 and 2022 amounts included in accumulated other comprehensive loss related to pension benefit plans consisted of prior service cost of $3.6 million and $3.4 million, net of accumulated taxes of $1.2 million and $1.2 million, respectively. For the twelve months ended December 31, 2023 and 2022, we recognized a $0.1 million loss and $1.4 million gain, respectively, through net periodic benefit cost related to the annual mark-to-market remeasurement of our pension and postretirement plans. For the twelve months ended December 31, 2023 and 2022, amounts recognized through net periodic benefit cost related to prior service cost, curtailments and settlements were not material.
Components of Net Periodic Benefit Cost
| Pension Benefits | Other Benefits | ||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2021 | 2023 | 2022 | 2021 | ||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||
| Service cost | $ | 1.2 | $ | 1.5 | $ | 1.4 | $ | 0.1 | $ | 0.2 | $ | 0.2 | |||||||||||||||||||||||
| Interest cost | 27.4 | 20.1 | 19.0 | 0.7 | 0.5 | 0.5 | |||||||||||||||||||||||||||||
| Expected return on plan assets | (22.8) | (24.8) | (28.7) | (0.6) | (0.7) | (0.7) | |||||||||||||||||||||||||||||
| Amortization of prior service cost | 0.4 | (1.7) | (1.8) | (0.5) | (0.5) | (0.1) | |||||||||||||||||||||||||||||
| Recognized actuarial loss (gain) - mark to market | 1.9 | (2.7) | 21.0 | (1.8) | 0.5 | (0.8) | |||||||||||||||||||||||||||||
| Settlements | — | (1.0) | — | — | — | — | |||||||||||||||||||||||||||||
| Total net periodic benefit cost (income) | $ | 8.1 | $ | (8.6) | $ | 10.9 | $ | (2.1) | $ | — | $ | (0.9) |
Weighted-Average Assumptions
| Weighted-average assumptions used to determine benefit obligations at December 31, | Pension Benefits | Other Benefits | ||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| Discount rate | 5.44 | % | 5.70 | % | 5.37 | % | 5.65 | % | ||||||||||||||||||
| Rate of compensation increase | 6.00 | % | 6.00 | % | N/A | N/A |
| Weighted-average assumptions used to determine net periodic benefit cost at December 31, | Pension Benefits | Other Benefits | ||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2021 | 2023 | 2022 | 2021 | |||||||||||||||||||||||||||||||||
| Discount rate | 5.71 | % | 2.85 | % | 2.56 | % | 5.65 | % | 2.86 | % | 2.47 | % | ||||||||||||||||||||||||||
| Expected return on plan assets | 6.00 | % | 4.27 | % | 4.65 | % | 6.00 | % | 4.60 | % | 4.80 | % | ||||||||||||||||||||||||||
| Rate of compensation increase | 6.00 | % | 6.00 | % | 6.00 | % | N/A | N/A | N/A |
During 2021, we adopted the MP-2021 mortality improvement projections in determining the liability for the U.S. plans. The updated mortality tables and projection scale contributed to a slight increase in the projected benefit obligation, partially offsetting the increase in the discount rates in 2021, the net of which resulted in the decrease of the projected benefit obligation as of December 31, 2021. During 2022 and 2023, we continued to use the MP-2021 mortality projection scale as a new version was not issued during either year.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Discount Rates. We determine our discount rates primarily based on high-quality, fixed-income investments and yield-to-maturity analyses specific to our estimated future benefit payments available as of the measurement date. Discount rates are reset annually on the measurement date to reflect current market conditions. To determine the discount rate for our U.S. pension and postretirement benefit plans, we use a bond matching approach to select specific bonds that would satisfy our projected benefit payments. We believe the bond matching approach reflects the process we would employ to settle our pension and postretirement benefit obligations.
Expected and Actual Return on Plan Assets. We use a mark-to-market approach to recognize actuarial gains and losses and expected return on plan assets for our defined benefit pension and other postretirement benefit plans. Under this accounting principle, the expected returns on plan assets are used to estimate pension expense throughout the year and remeasurement of the projected benefit obligation and plan assets are immediately recognized in earnings through net periodic benefit cost within Other Income (Expense) on the Consolidated Statements of Income (Loss) with pension and postretirement plans remeasured annually in the fourth quarter.
We estimate that the future benefits payable for our retirement and postretirement plans are as follows at December 31, 2023:
| Years ending December 31, | U.S. Defined Benefit Plans | Other Benefit Plans | |||||||||||||||
| (In millions) | |||||||||||||||||
| 2024 | $ | 40.6 | $ | 1.4 | |||||||||||||
| 2025 | $ | 40.5 | $ | 1.3 | |||||||||||||
| 2026 | $ | 40.4 | $ | 1.3 | |||||||||||||
| 2027 | $ | 39.4 | $ | 1.2 | |||||||||||||
| 2028 | $ | 38.5 | $ | 1.2 | |||||||||||||
| Next five fiscal years to December 31, 2033 | $ | 176.6 | $ | 4.8 |
Fair Value of Plan Assets. The fair value of the pension assets at December 31, 2023 and 2022, are as follows:
| Fair Value Measurements at Reporting Date Using: | |||||||||||||||||||||||||||||
| Description | Fair Value at December 31, 2023 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||
| U.S. Equity | (2) | $ | 40.9 | $ | — | $ | 40.9 | $ | — | ||||||||||||||||||||
| International Equity | (2) | 35.6 | — | 35.6 | — | ||||||||||||||||||||||||
| Fixed Income | (2) | 243.3 | — | 243.3 | — | ||||||||||||||||||||||||
| Private Equity | (3) | 13.8 | — | — | 13.8 | ||||||||||||||||||||||||
| Real Assets | (4) | 4.8 | — | — | 4.8 | ||||||||||||||||||||||||
| Cash | (1) | 25.1 | 25.1 | — | — | ||||||||||||||||||||||||
| Total | $ | 363.5 | $ | 25.1 | $ | 319.8 | $ | 18.6 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| Fair Value Measurements at Reporting Date Using: | |||||||||||||||||||||||||||||
| Description | Fair Value at December 31, 2022 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||
| U.S. Equity | (1) | $ | 33.9 | $ | 33.9 | $ | — | $ | — | ||||||||||||||||||||
| International Equity | (2) | 30.8 | — | 30.8 | — | ||||||||||||||||||||||||
| Fixed Income | (2) | 313.5 | — | 313.5 | — | ||||||||||||||||||||||||
| Private Equity | (3) | 13.1 | — | — | 13.1 | ||||||||||||||||||||||||
| Real Assets | (4) | 4.8 | — | — | 4.8 | ||||||||||||||||||||||||
| Cash | (1) | 2.9 | 2.9 | — | — | ||||||||||||||||||||||||
| Total | $ | 399.0 | $ | 36.8 | $ | 344.3 | $ | 17.9 |
(1)Fair value is based on observable market prices for the assets.
(2)For the portion of this asset class categorized as Level 2, fair value is determined using dealer and broker quotations, certain pricing models, bid prices, quoted prices for similar assets and liabilities in active markets, or other inputs that are observable or can be corroborated by observable market data.
(3)Private equity investments are initially valued at cost. Fund managers periodically review the valuations utilizing subsequent company-specific transactions or deterioration in the company’s financial performance to determine if fair value adjustments are necessary. Private equity investments are typically viewed as long term, less liquid investments with return of capital coming via cash distributions from the sale of underlying fund assets. The Plan intends to hold these investments through each fund’s normal life cycle and wind down period. As of December 31, 2023 and 2022, we had $10.0 million and $12.2 million, respectively, of remaining commitments related to these private equity investments.
(4)The fair value of Real Assets are reported by the fund manager based on a combination of the following valuation approaches: current replacement cost less deterioration and obsolescence, a discounted cash flow model of income streams and comparable market sales. As of both December 31, 2023 and 2022, we had $0.2 million of remaining commitments related to the real asset investments.
The following table shows a reconciliation of the beginning and ending balances for assets valued using significant unobservable inputs for the years ended December 31, 2023 and 2022:
| Private Equity | Hedge Funds | Real Assets | |||||||||||||||
| (In millions) | |||||||||||||||||
| Balance at December 31, 2021 | $ | 16.1 | $ | 0.1 | $ | 4.4 | |||||||||||
| Return on plan assets: | |||||||||||||||||
| Unrealized | 1.0 | (0.1) | 0.2 | ||||||||||||||
| Realized | (0.8) | — | — | ||||||||||||||
| Purchases | 2.5 | — | 0.2 | ||||||||||||||
| Sales | (5.7) | — | — | ||||||||||||||
| Balance at December 31, 2022 | $ | 13.1 | $ | — | $ | 4.8 | |||||||||||
| Return on plan assets: | |||||||||||||||||
| Unrealized | $ | 0.7 | $ | — | $ | — | |||||||||||
| Realized | (0.3) | — | — | ||||||||||||||
| Purchases | 1.7 | — | — | ||||||||||||||
| Sales | (1.4) | — | — | ||||||||||||||
| Balance at December 31, 2023 | $ | 13.8 | $ | — | $ | 4.8 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The fair value of the postretirement assets at December 31, 2023 and 2022, are as follows:
| Fair Value Measurements at Reporting Date Using: | |||||||||||||||||||||||||||||
| Description | Fair Value at December 31, 2023 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||
| U.S. Equity | (2) | $ | 1.2 | $ | — | $ | 1.2 | $ | — | ||||||||||||||||||||
| International Equity | (2) | 1.0 | — | 1.0 | — | ||||||||||||||||||||||||
| Fixed Income | (2) | 7.2 | — | 7.2 | — | ||||||||||||||||||||||||
| Private Equity | (3) | 0.4 | — | — | 0.4 | ||||||||||||||||||||||||
| Real Assets | (4) | 0.1 | — | — | 0.1 | ||||||||||||||||||||||||
| Cash | (1) | 0.8 | 0.8 | — | — | ||||||||||||||||||||||||
| Total | $ | 10.7 | $ | 0.8 | $ | 9.4 | $ | 0.5 |
| Fair Value Measurements at Reporting Date Using: | |||||||||||||||||||||||||||||
| Description | Fair Value at December 31, 2022 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||
| U.S. Equity | (1) | $ | 0.9 | $ | 0.9 | $ | — | $ | — | ||||||||||||||||||||
| International Equity | (2) | 0.8 | — | 0.8 | — | ||||||||||||||||||||||||
| Fixed Income | (2) | 8.4 | — | 8.4 | — | ||||||||||||||||||||||||
| Private Equity | (3) | 0.4 | — | — | 0.4 | ||||||||||||||||||||||||
| Real Assets | (4) | 0.1 | — | — | 0.1 | ||||||||||||||||||||||||
| Cash | (1) | 0.1 | 0.1 | — | — | ||||||||||||||||||||||||
| Total | $ | 10.7 | $ | 1.0 | $ | 9.2 | $ | 0.5 |
(1)Fair value is based on observable market prices for the assets.
(2)For the portion of this asset class categorized as Level 2, fair value is determined using dealer and broker quotations, certain pricing models, bid prices, quoted prices for similar assets and liabilities in active markets, or other inputs that are observable or can be corroborated by observable market data.
(3)Private equity investments are initially valued at cost. Fund managers periodically review the valuations utilizing subsequent company-specific transactions or deterioration in the company’s financial performance to determine if fair value adjustments are necessary. Private equity investments are typically viewed as long term, less liquid investments with return of capital coming via cash distributions from the sale of underlying fund assets. The Plan intends to hold these investments through each fund’s normal life cycle and wind down period.
(4)The fair value of Real Assets are reported by the fund manager based on a combination of the following valuation approaches: current replacement cost less deterioration and obsolescence, a discounted cash flow model of income streams and comparable market sales.
Gross realized and unrealized gains and losses, purchases and sales for Level 3 postretirement assets were not material for the twelve months ended December 31, 2023.
USRIP, or the Plan, Investment and Asset Allocation Strategies. The primary goal of the asset allocation strategy of the Plan is to produce a total investment return which will satisfy future annual cash benefit payments to participants and minimize future contributions from the Company. Additionally, this strategy will diversify the plan assets to minimize nonsystemic risk and provide reasonable assurance that no single security or class of security will have a disproportionate negative impact on the Plan. Investment managers are required to abide by the provisions of ERISA. Standards of performance
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
for each manager include an expected return versus an assigned benchmark, a measure of volatility and a time period of evaluation.
The asset allocation strategy and investment manager recommendations are determined by the Investment Committee, with the advice of our external advisor. The asset allocation and ranges are approved by our in-house Investment Committee and Plan Administrators, who are Named Fiduciaries under ERISA.
In an effort to meet asset allocation and funded status objectives of the Plan, assets are categorized as Liability-Hedging Assets and Return-Seeking Assets. During 2020, the Investment Committee made the decision to reduce exposure to Return-Seeking Assets due to the plan's high funded status. As of December 31, 2023, the approved allocation ranges are set forth in the table below, with an 80% targeted allocation to Liability-Hedging Assets and a 20% targeted allocation to Return-Seeking Assets. Liability-Hedging Assets represent investments which are meant to provide a hedge relative to the Plan’s liabilities and consist primarily of fixed income securities. Return-Seeking Assets include any asset class not intended to hedge the Plan’s liabilities. At December 31, 2023, these assets included domestic and international equities, private equity (including secondary private equity) and real assets. Additionally, the Plan allows certain of their managers, subject to specific risk constraints, to utilize derivative instruments in order to enhance asset return, reduce volatility or both. Derivatives are primarily employed by the Plans in their fixed income portfolios and in the hedge fund-of-funds area. Derivatives can be used for hedging purposes to reduce risk.
No shares of Equifax common stock were directly owned by the Plan at December 31, 2023 or 2022. Not more than 5% of the portfolio (at cost), and 10% of the equity portfolio’s market value, shall be invested in the securities of any one issuer, except the U.S. Government and U.S. Government Agencies.
The following asset allocation ranges and actual allocations were in effect as of December 31, 2023 and 2022:
| Range | Actual | ||||||||||||||||||||||
| USRIP | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| U.S. Equity | 0% - 20% | 0% - 20% | 11.3 | % | 8.5 | % | |||||||||||||||||
| International Equity | 0% - 10% | 0% - 10% | 9.8 | % | 7.7 | % | |||||||||||||||||
| Private Equity | 0% - 10% | 0% - 10% | 3.8 | % | 3.3 | % | |||||||||||||||||
| Hedge Funds | 0% - 10% | 0% - 10% | — | % | — | % | |||||||||||||||||
| Real Assets | 0% - 10% | 0% - 10% | 1.3 | % | 1.2 | % | |||||||||||||||||
| Fixed Income | 65% - 100% | 65% - 100% | 67.0 | % | 78.8 | % | |||||||||||||||||
| Cash | 0% - 15% | 0% - 15% | 6.8 | % | 0.5 | % |
Equifax Retirement Savings Plans. Equifax sponsors a U.S. tax qualified defined contribution plan, the Equifax Inc. 401(k) Plan, or the Plan. Beginning with the 2019 plan year, we provide a discretionary match of participants’ contributions, up to five or six percent of employees eligible pay depending on certain eligibility rules under the Plan. Prior to the 2019 plan year, we also provided a discretionary direct contribution to certain eligible employees, the percentage of which was based upon an employee’s credited years of service. Company contributions for the Plan during the twelve months ended December 31, 2023, 2022 and 2021 were $38.3 million, $38.1 million and $34.5 million, respectively.
Foreign Retirement Plans. We also maintain defined contribution plans for certain employees in Canada and Spain and meet certain compulsory contribution requirements to retirement funds for employees in Australia, the U.K. and Ireland. For the years ended December 31, 2023, 2022 and 2021, our contributions related to these plans were $15.2 million, $15.0 million and $15.7 million, respectively.
Deferred Compensation Plans. We maintain deferred compensation plans that allow for certain management employees and the Equifax Board of Directors to defer the receipt of compensation (such as salary, incentive compensation or shares payable under vested restricted stock units and performance shares) until a later date based on the terms of the plans. The Company also makes contributions to the accounts of certain executives who are not eligible to participate in either of the Supplemental Retirement Plans. The benefits under our deferred compensation plans are guaranteed by the assets of a grantor trust which, through our funding, make investments in certain mutual funds. The purpose of this trust is to ensure, subject to the claims of the Company’s creditors in the event of the Company’s insolvency, the distribution of benefits accrued by participants of the deferred compensation plans, and to ensure full funding, upon a change in control, of the present value of accrued benefits payable to participants or beneficiaries under the plans.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Annual Incentive Plan. We have a shareholder-approved Annual Incentive Plan, which is a component of the Omnibus Plans, for certain key officers that provides for annual or long-term cash awards at the end of various measurement periods, based on the earnings per share, revenue and/or various other criteria over the measurement period. Our total accrued incentive compensation for all incentive plans included in accrued salaries and bonuses on our Consolidated Balance Sheets was $88.0 million and $45.5 million at December 31, 2023 and 2022, respectively.
Employee Benefit Trusts. We maintain two employee benefit trusts for the purpose of satisfying obligations under the two Supplemental Retirement Plans. One of these trusts held 0.6 million shares of Equifax stock with a value, at cost, of $5.9 million at December 31, 2023 and December 31, 2022, as well as cash, which was not material for both periods presented. These employee benefits trust assets are dedicated to ensure the payment of benefits accrued under our Supplemental Retirement Plans, and to ensure full funding of the accrued benefits in case of a change in control, as defined in the trust agreements. The assets in these plan trusts which are recorded on our Consolidated Balance Sheets are subject to creditor’s claims in case of insolvency of Equifax Inc.
10. ACCUMULATED OTHER COMPREHENSIVE LOSS
Changes in accumulated other comprehensive loss by component, after tax, for the twelve months ended December 31, 2023, are as follows:
| Foreign currency translation adjustment | Pension and other postretirement benefit plans | Cash flow hedging transactions | Total | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Balance, December 31, 2022 | $ | (469.3) | $ | (3.4) | $ | (1.0) | $ | (473.7) | |||||||||||||||
| Other comprehensive loss before reclassifications | 42.6 | — | 0.1 | 42.7 | |||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | — | (0.2) | — | (0.2) | |||||||||||||||||||
| Balance, December 31, 2023 | $ | (426.7) | $ | (3.6) | $ | (0.9) | $ | (431.2) |
Changes in accumulated other comprehensive loss related to noncontrolling interests were not material as of December 31, 2023.
11. RESTRUCTURING CHARGES
Restructuring costs consist of severance costs, contract termination and associated costs, and other exit and disposal costs. Severance costs relate to a reduction in headcount, contract termination costs primarily relate to penalties for early termination of contracts and associated costs of transition, and other exit and disposal costs primarily relate to real estate exit costs.
During the twelve months ended December 31, 2023, we recorded $37.6 million of restructuring charges, all of which was recorded in selling, general and administrative expenses within our Consolidated Statements of Income. These charges were recorded to general corporate expense and resulted from our continuing efforts to realign our internal resources to support the Company’s strategic objectives and primarily relate to a reduction in headcount and contract termination and associated costs. As of December 31, 2023, $19.6 million of the 2023 restructuring charges have been paid.
In the fourth quarter of 2022, we recorded $24.0 million ($18.0 million, net of tax) of restructuring charges, all of which were recorded in selling, general and administrative expenses on our Consolidated Statements of Income. These charges were recorded to general corporate expense and resulted from our continuing efforts to realign our internal resources to support the Company’s strategic objectives and primarily relate to a reduction in headcount. As of December 31, 2023, payments for the 2022 restructuring charge were substantially completed.
In the fourth quarter of 2021, we recorded $8.6 million ($6.5 million, net of tax) of restructuring charges, all of which were recorded in selling, general and administrative expenses on our Consolidated Statements of Income. These charges were recorded to general corporate expense and resulted from our continuing efforts to realign our internal resources to support the Company’s strategic objectives and primarily relate to a reduction in headcount. As of December 31, 2023, payments for the 2021 restructuring charge were substantially completed.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The changes in the liabilities associated with the restructuring charges recorded during 2023, including expenses incurred and cash payments, are as follows:
| Restructuring charges: | Liability balance as of 12/31/2022 | Expenses Incurred | Cash Payments | Liability balance as of 12/31/2023 | ||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Severance costs | $ | 24.1 | $ | 26.8 | $ | (37.5) | $ | 13.4 | ||||||||||||||||||
| Contract terminations and other associated costs | — | 9.0 | (4.1) | 4.9 | ||||||||||||||||||||||
| Other exit and disposal costs | — | 1.8 | (1.8) | — | ||||||||||||||||||||||
| Total | $ | 24.1 | $ | 37.6 | $ | (43.4) | $ | 18.3 |
12. LEASES
We determine if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets and liabilities are included in other assets, net and other current and long-term liabilities, respectively, in our Consolidated Balance Sheets.
Operating lease ROU assets and lease liabilities are recognized based on the present value of the future fixed lease payments over the lease term at the commencement date. As most of our leases do not provide an implicit rate, we use our quarterly incremental borrowing rate based on the information available that corresponds to each lease commencement date and lease term when determining the present value of future payments.
Our operating leases principally involve office space. These operating leases may contain variable non-lease components consisting of common area maintenance, operating expenses, insurance and similar costs of the office space that we occupy. We have adopted the practical expedient to not separate these non-lease components from the lease components and instead account for them as a single lease component for all of our leases. The operating lease ROU assets include future fixed lease payments made as well as any initial direct costs incurred and exclude lease incentives. Variable lease payments are not included within the operating lease ROU assets or lease liabilities and are expensed in the period in which they are incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.
Lease expense for operating leases was $40.7 million, $42.2 million and $37.8 million for the twelve months ended December 31, 2023, 2022 and 2021, respectively. Our leases have remaining lease terms of one year to ten years, some of which may include options to extend the lease term up to five years and some of which may include options to terminate leases within one year. We have elected to not record operating lease ROU assets and liabilities for short-term leases that have a term of twelve months or less. Our lease expense includes our short-term lease cost which is not material to our Consolidated Financial Statements.
Other information related to our operating leases was as follows:
| Twelve Months Ended December 31, 2023 | Amount | |||||||
| (in millions, except lease term and discount rate) | ||||||||
| Supplemental Cash Flows Information | ||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||
| Operating cash flows used by operating leases | $ | 31.8 | ||||||
| Right-of-use assets obtained in exchange for lease obligations (non-cash): | ||||||||
| Operating leases | $ | 55.3 | ||||||
| Weighted Average Remaining Lease Term | 5.1 | |||||||
| Weighted Average Discount Rate | 4.6 | % |
Estimated future minimum payment obligations for non-cancelable operating leases are as follows as of December 31, 2023:
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| Years ending December 31, | Amount | |||||||
| (In millions) | ||||||||
| 2024 | $ | 31.9 | ||||||
| 2025 | 29.8 | |||||||
| 2026 | 24.7 | |||||||
| 2027 | 18.0 | |||||||
| 2028 | 12.5 | |||||||
| Thereafter | 23.8 | |||||||
| $ | 140.7 |
We do not have any significant sublease agreements and, as a result, expected sublease income is not reflected as a reduction in the total minimum rental obligations under operating leases in the table above.
13. SEGMENT INFORMATION
Reportable Segments. We manage our business and report our financial results through the following three reportable segments, which are the same as our operating segments:
-
Workforce Solutions
-
U.S. Information Solutions
-
International
The accounting policies of the reportable segments are the same as those described in our summary of significant accounting policies (see Note 1). We evaluate the performance of these reportable segments based on their operating revenue, operating income and operating margins, excluding any unusual or infrequent items, if any. The measurement criteria for segment profit or loss and segment assets are substantially the same for each reportable segment. Inter-segment sales and transfers are not material for all periods presented. All transactions between segments are accounted for at fair market value or cost depending on the nature of the transaction and no timing differences occur between segments.
A summary of segment products and services is as follows:
Workforce Solutions. This segment provides services enabling customers to verify income, employment, educational history, criminal justice data, healthcare professional licensure and sanctions of people in the U.S., as well as providing our employer customers with services that assist them in complying with and automating certain payroll-related and human resource management processes throughout the entire cycle of the employment relationship, including unemployment cost management, employee screening, employee onboarding, tax credits and incentives, I-9 management and compliance, immigration case management, tax form management services and Affordable Care Act management services.
U.S. Information Solutions. This segment includes consumer and commercial information services (such as credit information and credit scoring, credit modeling services and portfolio analytics, locate services, fraud detection and prevention services, identity verification services and other consulting services); mortgage services; financial marketing services; identity management; and credit monitoring products sold to resellers or directly to consumers.
International. We operate in the following regions: Asia Pacific, Europe, Canada and Latin America. The International segment includes information services products, which includes consumer and commercial services (such as credit and financial information, credit scoring and credit modeling services), credit and other marketing products and services. In Asia Pacific, Europe and Latin America, we also provide information, technology and services to support debt collections and recovery management. In Europe and Canada, we also provide credit monitoring products to resellers or directly to consumers.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Segment information for the twelve months ended December 31, 2023, 2022 and 2021 and as of December 31, 2023 and 2022 is as follows:
| Twelve Months Ended December 31, | ||||||||||||||||||||
| Operating revenue: | 2023 | 2022 | 2021 | |||||||||||||||||
| (In millions) | ||||||||||||||||||||
| Workforce Solutions | $ | 2,315.8 | $ | 2,325.4 | $ | 2,035.4 | ||||||||||||||
| U.S. Information Solutions | 1,720.4 | 1,657.7 | 1,786.7 | |||||||||||||||||
| International | 1,229.0 | 1,139.1 | 1,101.8 | |||||||||||||||||
| Total operating revenue | $ | 5,265.2 | $ | 5,122.2 | $ | 4,923.9 |
| Twelve Months Ended December 31, | ||||||||||||||||||||
| Operating income: | 2023 | 2022 | 2021 | |||||||||||||||||
| (In millions) | ||||||||||||||||||||
| Workforce Solutions | $ | 969.3 | $ | 1,006.0 | $ | 1,000.7 | ||||||||||||||
| U.S. Information Solutions | 365.0 | 402.1 | 551.8 | |||||||||||||||||
| International | 167.8 | 147.0 | 141.9 | |||||||||||||||||
| General Corporate Expense | (568.5) | (499.1) | (556.4) | |||||||||||||||||
| Total operating income | $ | 933.6 | $ | 1,056.0 | $ | 1,138.0 |
| December 31, | ||||||||||||||
| Total assets: | 2023 | 2022 | ||||||||||||
| (In millions) | ||||||||||||||
| Workforce Solutions | $ | 4,144.7 | $ | 4,156.5 | ||||||||||
| U.S. Information Solutions | 3,296.1 | 3,291.4 | ||||||||||||
| International | 3,909.0 | 3,106.8 | ||||||||||||
| General Corporate | 930.2 | 993.2 | ||||||||||||
| Total assets | $ | 12,280.0 | $ | 11,547.9 |
| Twelve Months Ended December 31, | ||||||||||||||||||||
| Depreciation and amortization expense: | 2023 | 2022 | 2021 | |||||||||||||||||
| (In millions) | ||||||||||||||||||||
| Workforce Solutions | $ | 176.5 | $ | 162.2 | $ | 106.5 | ||||||||||||||
| U.S. Information Solutions | 205.8 | 191.4 | 158.5 | |||||||||||||||||
| International | 147.6 | 132.0 | 141.1 | |||||||||||||||||
| General Corporate | 80.9 | 74.5 | 74.3 | |||||||||||||||||
| Total depreciation and amortization expense | $ | 610.8 | $ | 560.1 | $ | 480.4 |
| Twelve Months Ended December 31, | ||||||||||||||||||||
| Capital expenditures: | 2023 | 2022 | 2021 | |||||||||||||||||
| (In millions) | ||||||||||||||||||||
| Workforce Solutions | $ | 127.5 | $ | 113.5 | $ | 73.5 | ||||||||||||||
| U.S. Information Solutions | 131.3 | 125.7 | 92.9 | |||||||||||||||||
| International | 121.5 | 144.8 | 123.8 | |||||||||||||||||
| General Corporate | 205.5 | 233.4 | 200.3 | |||||||||||||||||
| Total capital expenditures* | $ | 585.8 | $ | 617.4 | $ | 490.5 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
*Amounts above include accruals for capital expenditures.
Financial information by geographic area is as follows:
| Twelve Months Ended December 31, | ||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||||||||
| Operating revenue (based on location of customer): | Amount | % | Amount | % | Amount | % | ||||||||||||||||||||||||||||||||
| U.S. | $ | 4,036.2 | 77 | % | $ | 3,983.1 | 78 | % | $ | 3,822.2 | 78 | % | ||||||||||||||||||||||||||
| Australia | 317.6 | 6 | % | 325.2 | 6 | % | 336.9 | 7 | % | |||||||||||||||||||||||||||||
| U.K. | 265.8 | 5 | % | 265.5 | 5 | % | 252.0 | 5 | % | |||||||||||||||||||||||||||||
| Canada | 259.6 | 5 | % | 256.1 | 5 | % | 250.0 | 5 | % | |||||||||||||||||||||||||||||
| Other | 386.0 | 7 | % | 292.3 | 6 | % | 262.8 | 5 | % | |||||||||||||||||||||||||||||
| Total operating revenue | $ | 5,265.2 | 100 | % | $ | 5,122.2 | 100 | % | $ | 4,923.9 | 100 | % |
| December 31, | ||||||||||||||||||||||||||
| 2023 | 2022 | |||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Long-lived assets: | Amount | % | Amount | % | ||||||||||||||||||||||
| U.S. | $ | 7,460.9 | 68 | % | $ | 7,448.4 | 73 | % | ||||||||||||||||||
| Australia | 1,732.3 | 16 | % | 1,718.6 | 17 | % | ||||||||||||||||||||
| U.K. | 283.9 | 3 | % | 263.6 | 3 | % | ||||||||||||||||||||
| Canada | 224.2 | 2 | % | 200.4 | 2 | % | ||||||||||||||||||||
| Other | 1,222.4 | 11 | % | 546.4 | 5 | % | ||||||||||||||||||||
| Total long-lived assets | $ | 10,923.7 | 100 | % | $ | 10,177.4 | 100 | % |
Previous: Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK · Next: Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE