10-K 1 v368092_10k.htm FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 

 
FORM 10-K
 
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2013
 
OR
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from                          to
 
Commission File Number 001-06605
 

 
EQUIFAX INC.
 
(Exact name of registrant as specified in its charter)
 
Georgia
 
58-0401110
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
1550 Peachtree Street, N.W.
 
 
Atlanta, Georgia
 
30309
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: 404-885-8000
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Name of each exchange on which registered
Common Stock, $1.25 par value per share
 
New York Stock Exchange
Common Stock Purchase Rights
 
New York Stock Exchange
 
Securities registered pursuant to Section 12(g) of the Act: None.
 

 
Indicate by check mark if Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Exchange Act (“Act”). x  YES   ¨  NO
 
Indicate by check mark if Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  ¨ YES  x NO
 
Indicate by check mark whether Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.        x  YES   ¨  NO
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   x
 
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).    YES  x   NO  ¨
 
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
x Large accelerated filer
¨ Accelerated filer
¨ Non-accelerated filer
¨ Smaller reporting company
 
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).  ¨  YES   x  NO
 
As of June 30, 2013, the aggregate market value of Registrant’s common stock held by non-affiliates of Registrant was approximately $7,146,921,851 based on the closing sale price as reported on the New York Stock Exchange. At January 31, 2014, there were 122,040,727 shares of Registrant’s common stock outstanding.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Portions of Registrant’s definitive proxy statement for its 2014 annual meeting of shareholders are incorporated by reference in Part III of this Form 10-K.
 
 
 
TABLE OF CONTENTS
 
 
 
 
 
Page
PART I
 
 
 
 
Item 1.
 
Business
 
2
Item 1A.
 
Risk Factors
 
15
Item 1B.
 
Unresolved Staff Comments
 
21
Item 2.
 
Properties
 
21
Item 3.
 
Legal Proceedings
 
22
Item 4.
 
Mine Safety Disclosures
 
22
 
 
 
 
 
PART II
 
 
 
 
Item 5.
 
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
23
Item 6.
 
Selected Financial Data
 
26
Item 7.
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
28
Item 7A.
 
Quantitative and Qualitative Disclosures About Market Risk
 
53
Item 8.
 
Financial Statements and Supplementary Data
 
54
Item 9.
 
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
103
Item 9A.
 
Controls and Procedures
 
103
 
 
 
 
 
PART III
 
 
 
 
Item 10.
 
Directors, Executive Officers and Corporate Governance
 
104
Item 11.
 
Executive Compensation
 
104
Item 12.
 
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
104
Item 13.
 
Certain Relationships and Related Transactions, and Director Independence
 
105
Item 14.
 
Principal Accountant Fees and Services
 
105
 
 
 
 
 
PART IV.
 
 
 
 
Item 15.
 
Exhibits and Financial Statement Schedules
 
106
 
 
Signatures
 
107
 
 
Exhibit Index
 
109
 
 
1

 
PART I
 
ITEM 1.  BUSINESS
 
OVERVIEW
 
Equifax Inc. is a leading global provider of information solutions and human resources business process outsourcing services for businesses, governments and consumers. We have a large and diversified group of clients, including financial institutions, corporations, governments and individuals. Our products and services are based on comprehensive databases of consumer and business information derived from numerous types of credit, financial assets, telecommunications and utility payment, employment, income, public record, demographic and marketing data. We use advanced statistical techniques and proprietary software tools to analyze all available data, creating customized insights, decision-making solutions and processing services for our clients. We help consumers understand, manage and protect their personal information and make more informed financial decisions. Additionally, we are a leading provider of payroll-related and human resource management business process outsourcing services in the United States of America, or U.S.
 
We currently operate in three global regions: North America (U.S. and Canada), Europe (the United Kingdom, or U.K., Spain and Portugal) and Latin America (Argentina, Chile, Costa Rica, Ecuador, El Salvador, Honduras, Mexico, Paraguay, Peru and Uruguay). We also maintain support operations in the Republic of Ireland. We offer credit services in Russia and India through joint ventures and have an investment in the second largest consumer and commercial credit information company in Brazil.
 
Equifax was originally incorporated under the laws of the State of Georgia in 1913, and its predecessor company dates back to 1899. 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.
 
We are organized and report our business results in five operating segments, as follows:
 
U.S. Consumer Information Solutions (USCIS) provides consumer information solutions to businesses in the U.S. including online consumer information, decisioning technology solutions, fraud and identity management services, portfolio management services (OCIS), mortgage reporting and consumer financial marketing services (CFMS).
 
International — includes our Canada Consumer, Europe and Latin America business units. Products and services offered are similar to those available in the USCIS, North America Commercial Solutions and North America Personal Solutions operating segments but vary by geographic region.
 
Workforce Solutions provides services enabling clients to verify income and employment (Verification Services) as well as outsource and automate the performance of certain payroll-related and human resources management business processes, including social security number verification and employment-related tax management (Employer Services).
 
North America Personal Solutions provides products to consumers enabling them to understand and monitor their credit and monitor and help protect their identity.
 
North America Commercial Solutions provides credit, financial, marketing and other information regarding businesses in the U.S. and Canada.
 
 
2

 
Our revenue base and business mix are diversified among our five segments as depicted in the chart below.
 
 
OUR BUSINESS STRATEGY
 
Our strategic objective is to be the trusted provider of information driven solutions that empower our clients with the ability to make critical decisions with greater confidence. Data is at the core of our value proposition. Leveraging our extensive resources, we deliver differentiated decisions through a broad and diverse set of data assets, sophisticated analytics and proprietary decisioning technology. Our comprehensive set of data assets can provide an in-depth view of the consumer’s financial potential and opportunity including their propensity, ability and capacity to pay. Our long-term corporate growth strategy is driven by the following initiatives:
 
Increase penetration of our clients’ information solutions needs. We seek to increase our share of clients’ spend on information-related services through developing and introducing new products, pricing our services in accordance with the value they create, increasing the range of current services utilized by our clients, and improving the quality and effectiveness of our sales organization and client support interactions with consumers. We are also helping clients address increased requirements to comply with emerging regulations and rules.
 
Deploy decisioning technologies and analytics globally. We continue to invest in and develop new technology to enhance the functionality, cost-effectiveness and security of the services we offer and further differentiate our products from those offered by our competitors. In addition to custom products for large clients, we develop off-the-shelf, decisioning technology platforms that are more cost effective for medium and smaller-sized clients. We also develop predictive scores and analytics, some of which leverage multiple data assets, to help clients acquire new customers and manage their existing customer relationships. We develop a broad array of industry, risk management, cross-sell and account acquisition models to enhance the precision of our clients’ decisioning activities.
 
Invest in unique data sources. We continue to invest in and acquire unique sources of credit and non-credit information to enhance the variety and quality of our services while increasing clients’ confidence in information-based business decisions. Areas of focus for investment in new sources of data include, among others, positive payment data, real estate data and new commercial business data.  We also have developed unique capabilities to integrate customer and third party data into our solution offerings to further enhance the decisioning solutions we develop for our customers.
 
 
3

 
Pursue new vertical markets and expand into emerging markets. We believe there are many opportunities to expand into emerging markets both in the U.S. and internationally. In the U.S., we have increased and broadened resources in key markets, including auto, insurance, telecommunications, and government, and we are delivering services ranging from identity authentication and management to risk management. We continue to invest in growing our ventures in Russia and India and continue to leverage our newer product offerings across all of our geographical business units and periodically enter new country markets through acquisitions or start up operations.
 
 
MARKETS AND CLIENTS
 
Our products and services serve clients across a wide range of industries, including financial services, mortgage, human resources, consumer, commercial, telecommunications, retail, automotive, utilities, brokerage, healthcare and insurance industries, as well as state and federal governments. We also serve consumers directly. Our revenue stream is highly diversified with our largest client providing only 2% of total revenue. The following table summarizes the various end-user markets we serve:
 
 
(1) Other includes revenue from marketing services, insurance, healthcare and other miscellaneous end user markets.
(2) Predominantly sold to companies who serve the direct to consumer market and includes other small end user markets.
 
We market our products and services primarily through our own direct sales organization that is organized around sales teams that focus on client segments typically aligned by vertical markets and geography. Sales groups are based in our headquarters in Atlanta, Georgia, and field offices located in the U.S. and in the countries where we have operations. We also market our products and services through indirect channels, including alliance partners, joint ventures and other resellers. In addition, we sell through direct mail and various websites, such as www.equifax.com.
 
Our largest geographic market segments are North America (the U.S. and Canada); Europe (the U.K., Spain and Portugal); and Latin America (Argentina, Chile, Costa Rica, Ecuador, El Salvador, Honduras, Mexico, Paraguay, Peru and Uruguay). We also maintain support operations in the Republic of Ireland. We offer consumer credit services in Russia and India through joint ventures and have an investment in the second largest consumer and commercial credit information company in Brazil.
 
Revenue from international clients, including end users and resellers, amounted to 23% of our total revenue in 2013, 24% of our total revenue in 2012 and 28% of our total revenue in 2011.
 
 
4

 
PRODUCTS AND SERVICES
 
                Our products and services help our clients make better decisions with higher levels of confidence by leveraging a broad array of data assets.  Analytics are used to derive insights from the data that are most relevant for the client’s decisioning needs.  The data and insights are then processed through proprietary software and transmitted to the client’s operating system to execute the decision.
 
The following chart summarizes the key products and services offered by each of the business units within our segments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
North
 
North
 
 
 
USCIS
 
International
 
Workforce Solutions
 
America
 
America
 
 
 
 
 
 
 
Mortgage
 
Canada
 
 
 
Latin
 
Verification
 
Employer
 
Personal
 
Commercial
 
 
 
OCIS
 
CFMS
 
Services
 
Consumer
 
Europe
 
America
 
Services
 
Services
 
Solutions
 
Solutions
 
Online consumer information
 
X
 
 
 
X
 
X
 
X
 
X
 
X
 
 
 
X
 
X
 
Database/portfolio management services
 
X
 
X
 
X
 
 
 
 
 
 
 
X
 
 
 
 
 
X
 
Business credit & demographic information
 
 
 
X
 
 
 
 
 
X
 
X
 
 
 
 
 
 
 
X
 
Scores and analytical services
 
X
 
X
 
X
 
X
 
X
 
X
 
X
 
X
 
X
 
X
 
Alert services
 
X
 
X
 
X
 
X
 
X
 
 
 
X
 
 
 
X
 
 
 
Enabling technology services (i.e., decisioning platforms)
 
X
 
 
 
X
 
X
 
X
 
X
 
 
 
 
 
 
 
X
 
Identity management/authentication and fraud
 
X
 
 
 
 
 
X
 
X
 
X
 
X
 
 
 
 
 
X
 
Consumer financial marketing services
 
 
 
X
 
X
 
X
 
X
 
X
 
 
 
 
 
 
 
 
 
Business marketing services
 
 
 
 
 
 
 
 
 
X
 
X
 
 
 
 
 
 
 
X
 
Direct to consumer credit monitoring
 
X
 
 
 
 
 
X
 
X
 
 
 
 
 
 
 
X
 
 
 
Identity protection
 
 
 
 
 
 
 
X
 
X
 
 
 
 
 
 
 
X
 
 
 
Employment, income and identity verification services
 
 
 
 
 
 
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
Business process outsourcing (BPO)
 
 
 
 
 
X
 
 
 
 
 
 
 
X
 
X
 
 
 
 
 
 
Each of our operating segments is described more fully below.
 
USCIS
 
USCIS provides consumer information solutions to businesses in the U.S. through three business units, as follows:
 
Online Consumer Information Solutions (OCIS). OCIS products are derived from multiple large and comprehensive databases of consumer information that we maintain about individual consumers, including credit history, current credit status, payment history and consumer address information. Our clients utilize the information and analytical insights we provide to make decisions for a broad range of financial and business purposes, such as whether, and on what terms, to approve auto loans or credit card applications, whether to allow a consumer to open a new utility or telephone account.  In addition, this information is used by our clients for cross selling additional products to existing customers, improving their underwriting and risk management decisions, and authenticating and verifying consumer identities. We also sell consumer and credit information to resellers who combine our information with other information to provide services to the mortgage, fraud and identity management, direct to consumer monitoring and other end user markets.  Our software platforms and analytical capabilities can integrate all types of information, including third-party and client information, to enhance the insights and decisioning process to help further mitigate the risk of granting credit, predict the risk of bankruptcy, indicate the applicant’s risk potential for account delinquency, ensure the identity of the consumer, and reduce exposure to fraud. These risk management services enable our clients to monitor risks and opportunities and proactively manage their consumer portfolios.
 
 
5

 
OCIS clients access products through a full range of electronic distribution mechanisms, including direct real-time access, which facilitates instant decisions. We also develop and host customized applications that enhance the decision-making process for our clients. These decisioning technology applications assist with a wide variety of decisioning activities, including determining pre-approved offers, cross-selling of various products, determining deposit amounts for telephone and utility companies, and verifying the identity of their consumer customers.
 
Mortgage Solutions. Our Mortgage Solutions products, offered in the U.S., consist of specialized credit reports that combine information from the three major consumer credit reporting agencies (Equifax, Experian Group and TransUnion LLC) into a single “merged” credit report in an online format, commonly referred to as a tri-merge report. Mortgage lenders use these tri-merge reports in making their mortgage underwriting decisions. Additionally, we offer various “triggering” services designed to alert lenders to changes in a consumer’s credit status during the underwriting period and securitized portfolio risk assessment services for evaluating inherent portfolio risk.
 
Consumer Financial Marketing Services (CFMS). Our CFMS products utilize consumer financial information enabling our clients to more effectively manage their marketing efforts, including targeting and segmentation; to identify and acquire new clients for their products and services; to develop portfolio strategies to minimize risk and maximize profitability; and to realize additional revenue from existing customers through more effective cross selling and up selling of additional products and services. These products utilize information derived from consumer information, including credit, income, asset, liquidity, net worth and spending activity, which also support many of our OCIS products. These data assets broaden the understanding of consumer financial potential and opportunity which can further drive high value decisioning and targeting solutions for our clients. We also provide account review services, which assist our clients in managing their existing customers and prescreen services that help our clients identify new opportunities with their customers. Clients for these products primarily include institutions in the banking, brokerage, retail, insurance and mortgage industries as well as companies primarily focused on digital and interactive marketing.
 
International
 
The International operating segment includes our Canada Consumer, Europe and Latin America business units. These business units offer products that are similar to those available in the USCIS, North America Commercial and Personal Solutions operating segments, although data sources tend to rely more heavily on government agencies than in the U.S. We also offer specialized services that help our customers better manage risk in their consumer portfolios.  This operating segment’s products and services generate revenue in Argentina, Canada, Chile, Costa Rica, Ecuador, El Salvador, Honduras, Mexico, Paraguay, Peru, Portugal, Spain, the U.K. and Uruguay. We also maintain support operations in the Republic of Ireland, Chile and Costa Rica. We offer consumer credit services in Russia and India through our investment in joint ventures and have an investment in the second largest consumer and commercial credit information company in Brazil.
 
Canada Consumer. Similar to our OCIS, Mortgage Solutions and CFMS business units, Canada Consumer offers products derived from the credit information that we maintain about individual consumers. We offer many products in Canada, including credit reporting and scoring, consumer marketing, risk management, fraud detection and modeling services, identity management and authentication services, together with certain of our decisioning products that facilitate pre-approved offers of credit and automate a variety of credit decisions.
 
Europe. Our European operation provides information solutions, marketing and personal solutions products. Information solutions and personal solutions products are generated from information that we maintain and include credit reporting and scoring, asset information, risk management, identity management and authentication services, fraud detection and modeling services. Most of these products are sold in the U.K. with a more limited set of information solutions products sold in Portugal and Spain. Our commercial products, such as business credit reporting and commercial risk management services, are only available in the U.K. Marketing products, which are similar to those offered in our CFMS business unit, are primarily available in the U.K. and, to a lesser extent, in Spain.  Beginning in 2014, we also provide information and technology services to support the collections and recovery management industry.
 
Latin America. Our Latin American operation provides consumer and commercial information solutions products,  marketing products and personal solutions products. We offer a full range of products, generated from credit records that we maintain, including credit reporting and scoring, decisioning technology, risk management, identity management and authentication and fraud detection services. Our consumer products are the primary source of revenue in each of the countries in which we operate. We also offer various commercial products, which include credit reporting, decisioning tools and risk management services, in the countries we serve. Additionally, we provide a variety of consumer and commercial marketing products generated from our credit information databases, including business profile analysis, business prospect lists and database management. The countries in which we operate include Argentina, Chile, Costa Rica, Ecuador, El Salvador, Honduras, Mexico, Paraguay, Peru and Uruguay.
 
 
6

 
Workforce Solutions
 
Workforce Solutions operates in the U.S. through two business units:
 
Verification Services. Verification Services include employment, income and social security number verification services. Our online verification services enable direct third-party verifiers including various governmental agencies, mortgage originators, credit card and automotive lenders and pre-employment screeners to verify the employee’s employment status and income information. We also offer an offline research verification service, which expands employment verification to locate data outside our existing automated database.  Our services also include IRS income verifications using the IncomeChek ® product as well as identity verification through a secure, web-based portal using the DirectChek ® product.
 
The Work Number is our key repository of employment and income data serving our verifier business and enabling employer human resource services.  We rely on payroll data received from over 3,100 organizations, including almost three quarters of Fortune 500 companies, to regularly update the database. The updates occur as employers transmit data electronically to Equifax from their payroll systems. Employers contract to provide this data for specified periods under the terms of contracts which range from one to five years. We use this data to provide automated employment and income verification services to third-party verifiers as well as enabling employer services such as unemployment claims, I-9 and eVerify transactions and employer tax credits opportunities.
 
The fees we charge for these services are generally on a per transaction basis. After the expiration of the applicable contract, absent renewal by mutual agreement of the parties, we generally do not have any further right to use the employment data we obtained pursuant to the contract. We have not experienced significant turnover in the employer contributors to the database because we generally do not charge them to add their employment data to the database and the verification service we offer relieves them of the administrative burden and expense of responding to third party employment verification requests. The database contained approximately 235 million current and historic employment records at December 31, 2013.
 
Employer Services. These services are aimed at reducing the cost to the human resources function of businesses through a broad suite of services including assisting with employment tax matters designed to reduce the cost of unemployment claims through effective claims representation and management and efficient processing and to better manage the tax rate that employers are assessed for unemployment taxes; comprehensive services designed to research the availability of employment-related tax credits (e.g., the federal work opportunity and welfare to work tax credits and state tax credits), process the necessary filings and assist the client in obtaining the tax credit; W-2 management services (which include initial distribution, reissue and correction of W-2 forms); paperless pay services that enable employees to electronically receive pay statement information as well as review and change direct deposit account or W-4 information; integrated electronic time capture and reporting services; paperless new-hire services to bring new workers on board using electronic forms; I-9 management services designed to help clients electronically comply with the immigration laws that require employers to complete an I-9 form for each new hire; and onboarding services using online forms to complete the new hire process for employees of corporate and government agencies.  We also offer analytical services enabling our customers to better understand the demographic profile and key statistical metrics of their workforce.
 
North America Personal Solutions
 
Our Personal Solutions products give consumers information to enable them to understand and monitor their credit and monitor and help protect their identity primarily through our Equifax Complete, ID Patrol, Credit Watch and Score Watch monitoring products. Consumers can obtain credit file information about them and Equifax or FICO credit scores. Equifax products also offer monitoring features for consumers who are concerned about identity theft and data breaches, including credit report monitoring from all three bureaus, internet and bank account monitoring, lost wallet support, and the ability to lock and unlock the Equifax credit file. Our products are available to consumers in the United States and Canada directly primarily over the internet and indirectly through relationships with business partners who distribute our products or provide these services to their employees or customers.
 
 
7

 
North America Commercial Solutions
 
Our Commercial Solutions products are derived from databases of credit, financial and marketing information regarding businesses in the U.S. and Canada. Databases we have compiled include loan, credit card, public records and leasing history data, trade accounts receivable performance, and Secretary of State and Securities and Exchange Commission registration information. We also offer scoring and analytical services that provide additional information to help mitigate the credit risk assumed by our clients. We also have a marketing database, which hosts approximately 59 million commercial demographic data records from around the world helping companies to identify corporate family structures for enterprise visibility of customers and suppliers. In addition, we are integrating information from other databases, such as asset information, that will make our marketing services offerings more valuable.
 
A portion of the business records included in the U.S. credit database has been developed in part from the Small Business Financial Exchange, Inc., or SBFE. SBFE members, including a number of commercial lending financial institutions, contribute their data to the member-owned SBFE database.  Historically, we have had exclusive access to this database, though certain of the information in the database has been available to other commercial information providers.  Beginning in 2013, the SBFE has been available to other companies.
 
COMPETITION
 
The market for our products and services is highly competitive and is subject to constant change. Our competitors vary widely in size and the nature of the products and services they offer. Sources of competition are numerous and include the following:
 
Competition for our consumer information solutions and personal solutions products varies by both application and industry, but generally includes two global consumer credit reporting companies, Experian Group and TransUnion LLC, both of which offer a product suite similar to our credit reporting solutions, and LifeLock, a national provider of personal identity theft protection products, as well as emerging competitors offering free credit scores. There are also a large number of competitors who offer competing products in specialized areas (such as fraud prevention, risk management and application processing and decisioning solutions) and software companies offering credit modeling services or analytical tools. We believe that our products offer our clients an advantage over those of our competitors because of the depth and breadth of our consumer information files, which we believe to be superior in terms of accuracy, coverage and availability. Other differentiators include our decisioning technology and the features and functionality of our analytical services. Our competitive strategy is to emphasize improved decision-making and product quality while remaining competitive on price. Our marketing services products also compete with the foregoing companies and others who offer demographic information products, including Acxiom Corporation, Harte-Hanks, Inc. and infoGROUP, Inc. We also compete with Fair Isaac Corporation with respect to certain of our analytical tools.
 
Competition for our commercial solutions products primarily includes Experian, The Dun & Bradstreet Corporation and Cortera, Inc., and providers of these services in the international markets we serve. We believe our access to and knowledge of U.S. small business loan information from financial institutions combined with our consumer credit information in the case of small business owners enables more efficient and effective decision-making for the small business segment of that market.
 
Competition for our employment and income verification services includes large employers who serve their own needs through in-house systems to manage verification as well as regional online verification companies, such as Verify Jobs and First Advantage, who offer verification services along with other human resources and tax services. Competition for Employer Services includes payroll processors such as Automatic Data Processing, Inc., or ADP, Paychex, Inc. and Ceridian Corporation. Competitors of our Tax Management Services include in-house management of this function primarily by large employers, ADP, and a number of smaller regional firms that offer tax management services (including Barnett Associates, Thomas & Thorngren, and UC Advantage).
 
While we believe that none of our competitors offers the same mix of products and services as we do, certain competitors may have a larger share of particular geographic or product markets or operate in geographic areas where we do not currently have a presence.
 
We assess the principal competitive factors affecting our markets to include: product attributes such as quality, depth, coverage, adaptability, scalability, interoperability, functionality and ease of use; product price; technical performance; access to unique proprietary databases; availability in application service provider, or ASP, format; quickness of response, flexibility and client services and support; effectiveness of sales and marketing efforts; existing market penetration; new product innovation; and our reputation as a trusted steward of information.
 
 
8

 
TECHNOLOGY AND INTELLECTUAL PROPERTY
 
We generally seek protection under federal, state and foreign laws for strategic or financially important intellectual property developed in connection with our business. Certain intellectual property, where appropriate, is protected by registration under applicable trademark laws or by prosecution of patent applications. We own a number of patents registered in the U.S. and several in foreign countries. We also have certain registered trademarks, service marks, logos and internet URLs in the U.S. and in many foreign countries, the most important of which are “Equifax,” “The Work Number” and variations thereof. These marks are used in connection with most of our product lines and services. We believe that, in the aggregate, the rights under our patents and trademarks are generally important to our operations and competitive position, but we do not regard any of our businesses as being dependent upon any single patent or group of patents or trademark. However, certain Company trademarks, which contribute to our identity and the recognition of our products and services, including but not limited to the “Equifax” trademark, are an integral part of our business, and their loss could have a material adverse effect on us. We also protect certain of our confidential intellectual property and technology in compliance with trade secret laws and we protect disclosed confidential intellectual property and technology with nondisclosure agreements.
 
We license other companies to use certain data, software, and other technology and intellectual property rights we own or control, primarily as core components of our products and services, on terms that are consistent with customary industry standards and that are designed to protect our interest in our intellectual property. Other companies license us to use certain data, technology and other intellectual property rights they own or control.  For example, we license credit-scoring algorithms and the right to sell credit scores derived from those algorithms from third parties for a fee. Additionally, such licenses do not contain early termination provisions except for standard provisions providing the right to terminate in the event of breach by the other party. We do not hold any franchises or concessions that are material to our business or results of operations.
 
GOVERNMENTAL REGULATION
 
We are subject to a number of U.S. federal, state, local and foreign laws and regulations that involve matters central to our business.  These laws and regulations may involve privacy, data protection, intellectual property, competition, consumer protection, anti-corruption, anti-bribery, employment, health, taxation or other subjects.  In particular, we are subject to federal, state and foreign laws regarding the collection, protection, dissemination and use of non-public personal information we have in our possession and consumer financial protection.  Foreign data and consumer protection, privacy and other laws and regulations are often more restrictive than those in the U.S.  Failure to satisfy those legal and regulatory requirements, or the adoption of new laws or regulations, could have a material adverse effect of our results of operations, financial condition or liquidity.
 
U.S. federal and state and foreign laws and regulations are evolving and can be subject to significant change.  In addition, the application and interpretation of these laws and regulations are often uncertain.  These laws are enforced by federal, state and local regulatory agencies in the jurisdictions where we operate, and in some instances also through private civil litigation. There are also a number of legislative proposals pending before the U.S. Congress, various state legislative bodies, and foreign governments concerning consumer and data protection which could affect us.
 
Summary of U.S. Regulation Relating to Consumer and Data Protection
 
Our U.S. operations are subject to numerous laws and regulations governing the collection, protection and use of consumer credit and other information, and imposing sanctions for the misuse of such information or unauthorized access to data. Many of these provisions also affect our customers’ use of consumer credit or other data we furnish.
 
Examples of the most significant of these laws include, but are not limited to, the following:
 
Federal Laws and Regulation
 
· The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”) represented a comprehensive overhaul of the U.S. financial services industry. Among other things, Title X of the Dodd-Frank Act established a new, independent regulatory agency known as the Consumer Financial Protection Bureau (“CFPB”).  The CFPB has broad powers to promulgate, administer and enforce consumer financial regulations, including those applicable to us and to many of our customers.  Significant portions of federal regulatory oversight of the Fair Credit Reporting Act, as amended (“FCRA”), have been transferred from the Federal Trade Commission (“FTC”) to the CFPB.  The CFPB is charged with defining “unfair, deceptive or abusive acts and practices”, known as “UDAAP”, and also may require reports and conduct examinations for purposes of assessing compliance with federal consumer financial protections laws; may obtain information about the business activities affecting consumers and compliance systems or procedures; and will devote resources to detecting and assessing risks to consumers and to markets for consumer financial products and services.
 
 
9

 
The CFPB may pursue administrative proceedings or litigation to enforce these laws and rules. In these proceedings, the CFPB can obtain cease and desist orders, which can include orders for restitution to consumers or rescission of contracts, as well as other kinds of affirmative relief, and monetary penalties ranging from $5,000 per day for ordinary violations of federal consumer financial laws to $25,000 per day for reckless violations, and $1 million per day for knowing violations. Also, where a company has violated Title X of the Dodd-Frank Act, or CFPB regulations under Title X, the Dodd-Frank Act empowers state attorneys general and state regulators to bring civil actions for the kind of cease and desist orders available to the CFPB (but not for civil penalties).
 
Under UDAAP, the CFPB has exercised its broad powers to examine the acts and practices of entities subject to its jurisdiction and declare those acts or practices to be unfair, deceptive or abusive.  During 2013, the CFPB announced more than 20 enforcement actions and imposed more than $73 million in civil penalties and $2.7 billion in restitution.
 
If the CFPB or one or more state officials believe that we have committed a violation of the foregoing laws, they could exercise their enforcement powers in a manner that would have material adverse effect on us.  We are currently the subject of investigations by state attorneys general and the CFPB as more fully described under Item 3. Legal Proceedings in the Form 10-K.  At this time, we cannot predict the extent to which the Dodd-Frank Act, the resulting rules and regulations, including those of the CFPB, or exercise of its or other enforcement powers will impact our operational results, financial condition, or liquidity.
 
The CFPB confirmed in 2012 through rulemaking that we are subject to its supervisory, examination and enforcement authority.  Examinations may include the filing of reports, reviewing materials we use to offer products and services and our compliance management systems and procedures. Our CFPB examinations to date have included our regulatory compliance management system and our North America Personal Solutions business unit (direct-to-consumer), and an examination is planned for our consumer dispute handling process.  We are continuing to constructively engage with the CFPB on the results of completed or pending examinations.
 
· The Federal Trade Commission Act (“FTC Act”) prohibits unfair methods of competition and unfair or deceptive acts or practices. We must comply with the FTC Act when we market our services, such as consumer credit monitoring services offered through our Personal Solutions unit. The security measures we employ to safeguard the personal data of consumers could also be subject to the FTC Act, and failure to safeguard data adequately may subject us to regulatory scrutiny or enforcement action. There is no private right of action under the FTC Act.
 
· The FCRA regulates consumer reporting agencies, including us, as well as data furnishers and users of consumer reports such as banks and other companies.  FCRA provisions govern the accuracy, fairness and privacy of information in the files of consumer reporting agencies (“CRAs”) that engage in the practice of assembling or evaluating certain information relating to consumers for certain specified purposes.  The FCRA limits the type of information that may be reported by CRAs, limits the distribution and use of consumer reports and establishes customer rights to access and dispute their credit files.  CRAs are required to follow reasonable procedures to assure maximum possible accuracy of the information concerning the individual about whom the report relates and if a consumer disputes the accuracy of any information in the consumer’s file to conduct a reasonable reinvestigation.  CRAs are required to make available to consumers a free annual credit report.  The FCRA imposes many other requirements on CRAs, data furnishers and users of consumer report information.  Violation of the FCRA can result in civil and criminal penalties.  The FCRA contains an attorney fee shifting provision to provide an incentive for consumers to bring individual or class action lawsuits against a CRA for violations of the FCRA.  Regulatory enforcement of the FCRA is by the Federal Trade Commission (“FTC”), the CFPB, and the State Attorneys General, acting alone or in concert with one another.
 
· The Financial Services Modernization Act of 1999, or Gramm-Leach-Bliley Act (“GLB Act”), regulates, among other things, the use of non-public personal financial information of consumers that is held by financial institutions, including us. We are subject to various GLB Act provisions, including rules relating to the use or disclosure of the underlying data and rules relating to the physical, administrative and technological protection of non-public personal financial information. Breach of the GLB Act can result in civil and/or criminal liability and sanctions by regulatory authorities, such as fines of up to $100,000 per violation and up to five years imprisonment for individuals.  Regulatory enforcement of the GLB Act is under the purview of the FTC and State Attorneys General, acting alone or in concert with each other.
 
· The Credit Repair Organizations Act (“CROA”) regulates companies that claim to be able to assist consumers in improving their credit standing. There have been efforts to apply the CROA to credit monitoring services offered by consumer reporting agencies and others. CROA allows for a private right of action and permits consumers to recover all money paid for alleged “credit repair” services in the event of violation.
 
 
10

 
State Laws and Regulation Relating to Consumer and Data Protection
 
· A number of states have enacted requirements similar to the federal FCRA.  Some of these state laws impose additional, or more stringent, requirements than the FCRA, especially in connection with the investigations and responses to reported inaccuracies in consumer reports.  The FCRA preempts some of these state laws, but the scope of preemption continues to be defined by the courts.  The state of Vermont is grandfathered under the original FCRA requirements and thus we are subject to additional requirements to comply with Vermont law.
 
· Most states and the District of Columbia have passed laws that give consumers the right to place a security freeze on their credit reports to prevent others from opening new accounts or obtaining new credit in their name.  These laws place differing requirements on credit reporting agencies with respect to how and when to respond to such credit file freeze requests and in the fees, if any, the agencies may charge for freeze-related actions.
 
· A majority of states have adopted versions of data security breach laws that require notification of affected consumers in the event of a breach of personal information.  Some of these laws require additional data protection measures which exceed the GLB Act data safeguarding requirements.  If data within our system is compromised by a breach, we may be subject to provisions of various state security breach laws.
 
Summary of International Regulation Relating to Consumer and Data Protection
 
We are subject to various data protection, privacy and consumer credit laws and regulations in the foreign countries where we operate including among others the following:
 
· In Canada, federal and provincial privacy and provincial laws govern how we collect, use or disclose personal information in the course of our commercial activities. The federal Personal Information Protection and Electronic Documents Act of 2000 gives individuals the right to access and request correction of their personal information collected by us, and requires compliance with the Canadian Standard Association Model Code for the Protection of Personal Information covering accountability and identifying purposes, consent, collection, use, disclosure, retention, accuracy, safeguards, individual access and compliance. The federal and provincial privacy regulators have powers of investigation and intervention, and provisions of Canadian law regarding civil liability apply in the event of unlawful processing which is prejudicial to the persons concerned. The European Union, or EU, recognizes Canada as having adequate levels of protection for personal data transfers and processing.
 
· In the U.K., we are subject, effective April 1, 2014, to a new regulatory framework which provides for primary regulation by the Financial Conduct Authority (the “FCA”).  The FCA focuses on consumer protection and market regulation as well as prudential supervision of all other regulated financial institutions.  The FCA has significant powers, including the power to regulate conduct related to the marketing of financial products, specify minimum standards and to place requirements on products, impose unlimited fines, and to investigate organizations and individuals.  In addition, the FCA is able to ban financial products for up to a year while considering an indefinite ban; it will have the power to instruct firms to immediately retract or modify promotions which it finds to be misleading, and to publish such decisions.  Our core credit reporting (“credit reference”) and debt collections services businesses in the U.K. are subject to FCA supervision and we will require certain corporate and “approved person” authorizations from the FCA to carry on such businesses.  The FCA has not yet fixed the date when credit reference agencies or collection businesses must apply for this authorization.  We are preparing to submit our license applications on or about October 1, 2014, which is the earliest date the FCA may require applications.  Although we do not currently anticipate any issues in receiving authorization, to the extent applicable licenses are not obtained in a timely manner, or at all, we may not conduct these businesses in the U.K.
 
· In Europe, we are subject to the European Union (“EU”) data protection regulations, including the comprehensive 1995 European Union Data Protection Directive. The EU regulations establish several obligations that organizations must follow with respect to use of personal data, including a prohibition on the transfer of personal information from the EU to other countries whose laws do not protect personal data to an “adequate” level of privacy or security. The EU standard for adequacy is generally stricter and more comprehensive than that of the U.S. and most other countries where Equifax operates. In the U.K., in addition to the EU Directive on Data Protection, the Data Protection Act of 1998 regulates the manner in which we can use third-party data. In addition, regulatory limitations affect our use of the Electoral Roll, one of our key data sources in the U.K. Generally, the data underlying the products offered by our U.K. Information Services and Personal Solutions product lines, excluding our Commercial Services products, are subject to these regulations. In Spain and Portugal, the privacy laws which are subject to the EU Directive on Data Protection regulate all credit bureau and personal solutions activities. Regulation relating to the 1995 EU Data Protection Directive was proposed in 2012 by the European Commission and is currently being considered by European legislative bodies that among other things, could tighten data protection requirements and make enforcement more rigorous, for example, by streamlining enforcement at a European level, introducing data breach notification requirements and increasing penalties for non-compliance.
 
 
11

 
· In Latin America, consumer reporting, data protection and privacy laws and regulations exist in various forms in Argentina, Chile, Costa Rica, Ecuador, El Salvador, Paraguay, Peru and Uruguay. Argentina and Uruguay generally follow the EU data protection model, and the EU recognizes Argentina’s laws as providing adequate levels of protection for personal data transfers and processing. Among other protections, laws in all of these countries generally allow individuals to access and request corrections of personal data.
 
· Constitutional laws in Argentina, Chile, Ecuador, Peru and Uruguay also establish specific privacy rights, and judicial proceedings may be used to enforce them. The Chilean legislature is considering a comprehensive data protection bill, and a separate bill that would create a publicly-managed consumer credit registry; although each of these bills would introduce a new framework to allow the government to regulate the collection and use of personal data, including credit data, they are expected to have only a limited impact on our business in Chile. Ecuador’s National Assembly recently approved a law to replace private sector credit bureaus with a state-run registry which when implemented would materially impact our local credit reporting operations in Ecuador.  Ecuador, however, represents less than three percent of our anticipated revenue and operating profit for our International business unit and is not material to our consolidated results of operations. The government has not issued regulations yet to implement the changes, and has indicated that private sector companies will be permitted to provide unspecified credit reference services. Ecuador’s WTO/GATT commitments include no market access or national treatment limits for credit reference services. The law provided a transition period throughout 2013 for the development and introduction of the new registry and that transition period has been extended through 2014. Legislation has also been proposed in Argentina and Uruguay that would amend existing credit reporting laws by prohibiting the use of certain data for credit reference purposes, shorten the period during which data may be used and create new access and notification rights for data subjects. The Argentinean legislation has not proceeded beyond the introductory debate stage, and the Uruguayan government does not support the legislation proposed in that country. Costa Rica is finalizing regulations that will be issued under its data protection legislation. While the potential impact of the foregoing regulatory changes is unlikely to be material in the aggregate to the results of our International operations, if the market opportunity were to be restricted significantly in Argentina or Chile, and/or in a combination of the smaller Latin American countries in which we operate, the impact on our International operating results could be material.
 
· In India, various legislation including the Information Technology Act 2000 and the Credit Information Companies Regulation Act of 2005 establishes a federal data protection framework. Entities that collect and maintain personal credit information must ensure that it is complete, accurate and safeguarded, and must adopt certain privacy principles with respect to collecting, processing, preserving, sharing and using such credit information. The Indian parliament has passed legislation that would allow individuals to sue for damages in the case of a data breach, if the entity negligently failed to implement reasonable security practices and procedures to protect personal data.  Our Indian joint venture is subject to regulation by the Reserve Bank of India, which is the Indian central bank.
 
Tax Management Services
 
The Tax Management Services business within our Workforce Solutions segment is potentially impacted by changes in renewal or non-renewal of U.S. tax laws or interpretations, for example, those pertaining to work opportunity tax credits and unemployment compensation claims.
 
PERSONNEL
 
Equifax employed approximately 7,000 employees in 19 countries as of December 31, 2013. None of our U.S. employees are subject to a collective bargaining agreement and no work stoppages have been experienced. Pursuant to local laws, certain of our employees in Argentina and Spain are covered under government-mandated collective bargaining regulations that govern general salary and compensation matters, basic benefits and hours of work.  In some of our non-U.S. subsidiaries, certain of our employees are represented by workers’ councils or statutory labor unions.
 
 
12

 
EXECUTIVE OFFICERS OF EQUIFAX
 
The executive officers of Equifax and their ages and titles are set forth below. Business experience and other information is provided in accordance with SEC rules.
 
Richard F. Smith (54) has been Chairman and Chief Executive Officer since December 2005. He was named Chairman-Elect and Chief Executive Officer effective September 2005. Prior to that, Mr. Smith served as Chief Operating Officer, GE Insurance Solutions, from 2004 to September 2005 and President and Chief Executive Officer of GE Property and Casualty Reinsurance from 2003 to 2004.
 
Lee Adrean (62) has been Corporate Vice President and Chief Financial Officer since October 2006. Prior to joining Equifax, he served as Executive Vice President and Chief Financial Officer of NDCHealth Corporation from 2004 to 2006. Prior thereto, he served as Executive Vice President and Chief Financial Officer of EarthLink, Inc. from 2000 until 2004.
 
John J. Kelley III (53) has been Corporate Vice President and Chief Legal Officer since January 2013.  He was a senior partner in the Corporate Practice Group of the law firm of King & Spalding LLP from January 1993 to December 2012, specializing in a broad range of corporate finance transactions and securities matters, advising public clients regarding SEC reporting and disclosure requirements, and other corporate governance and compliance matters.
 
Coretha M. Rushing (57) has been Corporate Vice President and Chief Human Resources Officer since 2006. Prior to joining Equifax, she served as an executive coach and HR Consultant with Atlanta-based Cameron Wesley LLC. Prior thereto, she was Senior Vice President of Human Resources at The Coca-Cola Company, where she was employed from 1996 until 2004.
 
Paul J. Springman (68) has served as Corporate Vice President and Chief Marketing Officer since February 2004. Prior thereto, he was head of the Predictive Sciences unit from August 2002 until February 2004.
 
David C. Webb (58) became Chief Information Officer in January 2010. Prior thereto, he served as Chief Operations Officer for SVB Financial Corp. from 2008, and from 2004 to 2008 was Chief Information Officer. Mr. Webb was Vice President, Investment Banking Division at Goldman Sachs, a leading global investment banking, securities and investment management firm, from 1999 to 2004. He was Chief Information Officer at Bank One from 1997 to 1999.
 
Rodolfo O. Ploder (53) has been President, U.S. Consumer Information Solutions since July 2010. Prior thereto, he served as President, International from January 2007 until June 2010. Prior thereto, he was Group Executive, Latin America from February 2004 to January 2007.
 
J. Dann Adams (56) has been President of Equifax’s Workforce Solutions subsidiary since July 2010. Prior thereto, he served as President, U.S. Consumer Information Solutions from 2007 to June 2010. Prior thereto, he served as Group Executive, North America Information Services from November 2003 until December 2006.
 
Paulino R. Barros (57) has been President, International since July 2010. Prior thereto, he served as President of PB&C Global Investments, LLC, an international consulting and investment firm. Prior thereto, he was President of Global Operations for AT&T.
 
Joseph M. Loughran, III (46) has been President, North America Personal Solutions since January 4, 2010. Prior thereto, he was Senior Vice President — Corporate Development from April 2006 to December 2009. Prior to joining Equifax, he held various executive roles at BellSouth Corporation from May 2001 to April 2006, including most recently Managing Director-Corporate Strategy and Planning from May 2005 to April 2006.
 
Alejandro (“Alex”) Gonzalez (44) has been President, North America Commercial Solutions since January 2010. Prior thereto, he was Senior Vice President of Strategic Marketing from January 2006 to December 2009, and Customer Experience Leader for GE Insurance Solutions from January 2005 to December 2005.
 
Nuala M. King (60) has been Senior Vice President and Controller since May 2006. Prior thereto, she was Vice President and Corporate Controller from March 2004 to April 2006. Prior to joining Equifax, Ms. King served as Corporate Controller for UPS Capital from March 2001 until March 2004.
 
 
13

 
FORWARD-LOOKING STATEMENTS
 
This report contains information that may constitute “forward-looking statements.” Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements. Management believes that these forward-looking statements are reasonable as and when made. However, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our Company’s historical experience and our present expectations or projections, including without limitation our expectations regarding the Company’s outlook, long-term organic and inorganic growth, and customer acceptance of our business solutions referenced above under “Business” and below under “Business Environment and Company Outlook.” These risks and uncertainties include, but are not limited to, those described below in Item 1A. Risk Factors, and elsewhere in this report and those described from time to time in our future reports filed with the United States Securities and Exchange Commission, or SEC. As a result of such risks and uncertainties, we urge you not to place undue reliance on any such forward-looking statements. Forward-looking statements speak only as of the date when made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
 
AVAILABLE INFORMATION
 
Detailed information about us is contained in our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other reports, and amendments to those reports, that we file with, or furnish to, the SEC. These reports are available free of charge at our website, www.equifax.com, as soon as reasonably practicable after we electronically file such reports with or furnish such reports to the SEC. However, our website and any contents thereof should not be considered to be incorporated by reference into this document. We will furnish copies of such reports free of charge upon written request to Corporate Secretary, Equifax Inc., P.O. Box 4081, Atlanta, Georgia, 30302.
 
 
14

 
ITEM 1A. RISK FACTORS
 
All of the risks and uncertainties described below and the other information included in this Form 10-K should be considered and read carefully.  The risks described below are not the only ones facing us.  The occurrence of any of the following risks or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could materially and adversely affect our business, financial condition or results of operations.  This Form 10-K also contains forward-looking statements and estimates that involve risks and uncertainties.  Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks and uncertainties described below.
 
Uncertain general economic conditions could materially adversely affect us.
 
Although there has been some improvement in overall global macroeconomic conditions in 2013, we and our customers continue to be sensitive to negative changes in general economic conditions, both inside and outside the U.S.  Business customers use our credit information and related analytical services and data to process applications for new credit cards, automobile loans, home and equity loans and other consumer loans, and to manage their existing credit relationships. Bank and other lenders’ willingness to extend credit is adversely affected by elevated consumer delinquency and loan losses in a weak economy. Consumer demand for credit (i.e., rates of spending and levels of indebtedness) also tends to grow more slowly or decline during periods of economic contraction or slow economic growth. High or rising rates of unemployment and interest, declines in income, home prices, or investment values, lower consumer confidence and reduced access to credit adversely affect demand for our products and services, and consequently our revenue, as consumers may continue to postpone or reduce their spending and use of credit, and lenders may reduce the amount of credit offered or available.
 
In particular, our total mortgage-related revenue slowed dramatically in the second half of 2013, a trend we expect will continue through the first half of 2014.  Mortgage-related revenue was approximately 17% of our consolidated revenue in 2013.  For further information, see the “Business Environment and Company Outlook” and other sections of the Management’s Discussion and Analysis” in this Form 10-K.
 
The loss of access to credit, employment, financial and other data from external sources could harm our ability to provide our products and services.
 
We rely extensively upon data from external sources to maintain our proprietary and non-proprietary databases, including data received from customers, strategic partners and various government and public record sources. This data includes the widespread and voluntary contribution of credit data from most lenders in the U.S and many other markets as well as the contribution of data under proprietary contractual agreements, such as employers’ contribution of employment and income data to The Work Number, financial institutions’ contribution of individual financial data to IXI, telecommunications, cable and utility companies’ contribution of payment and fraud data to the National Cable, Telecommunications and Utility Exchange, and financial institutions’ contribution of small business borrowing information to the Small Business Financial Exchange. Although historically we have not experienced material issues in this regard, our data sources could withdraw, delay receipt of or increase the cost of their data provided to us for a variety of reasons, including legislatively or judicially imposed restrictions on use, security breaches or competitive reasons. Where we currently have exclusive use of data, the providers of the data sources could elect to make the information available to competitors. We also compete with several of our third-party data suppliers. If a substantial number of data sources or certain key data sources were to withdraw or be unable to provide their data, if we were to lose access to data due to government regulation, if we lose exclusive right to the use of data, or if the collection of data becomes uneconomical, our ability to provide products and services to our clients could be materially adversely impacted, which could result in decreased revenue, net income and earnings per share.  There can be no assurance that we would be able to obtain data from alternative sources if our current sources become unavailable.
 
 
15

 
Our markets are highly competitive and new product introductions and pricing strategies being offered by our competitors could decrease our sales and market share or require us to enhance our products and services or reduce our prices in a manner that reduces our operating margins.
 
We operate in a number of geographic, product and service markets that are highly competitive. Competitors may develop products and services that are superior to or that achieve greater market acceptance than our products and services. The size of our competitors varies across market segments, as do the resources we have allocated to the segments we target. Therefore, some of our competitors may have significantly greater financial, technical, marketing or other resources than we do in one or more of our market segments, or overall. As a result, our competitors may be in a position to respond more quickly than we can to new or emerging technologies and changes in customer requirements, or may devote greater resources than we can to the development, enhancement, promotion, sale and support of products and services. Moreover, new competitors or alliances among our competitors may emerge and potentially reduce our market share, revenue or margins.
 
We also sell our information to competing firms, and buy information from certain of our competitors, in order to sell “tri-bureau” and other products, most notably into the mortgage and direct to consumer markets. Changes in prices between competitors for this information and/or changes in the design or sale of tri-bureau versus single bureau product offerings may affect our revenue or profitability.
 
Some of our competitors may choose to sell products competitive to ours at lower prices by accepting lower margins and profitability, or may be able to sell products competitive to ours at lower prices given proprietary ownership of data, technological superiority or economies of scale. Price reductions by our competitors could negatively impact our margins and results of operations and could also harm our ability to obtain new customers on favorable terms. Historically, certain of our key products have experienced declines in per unit pricing due to competitive factors and customer demand. Since a significant portion of our operating expenses is relatively fixed in nature due to sales, information technology and development and other costs, if we were unable to respond quickly enough to changes in competition or customer demand, we could experience further reductions in our operating margins.
 
If we do not introduce successful new products, services and analytical capabilities in a timely manner, our competitiveness and operating results will suffer.
 
We generally sell our products in industries that are characterized by rapid technological changes, frequent new product and service introductions and changing industry standards. In addition, certain of the markets in which we operate are seasonal and cyclical. Without the timely introduction of new products, services and enhancements, our products and services will become technologically or commercially obsolete over time, in which case our revenue and operating results would suffer. The success of our new products and services will depend on several factors, including our ability to properly identify customer needs; innovate and develop new technologies, services and applications; successfully commercialize new technologies in a timely manner; produce and deliver our products in sufficient volumes on time; differentiate our offerings from competitor offerings; price our products competitively; anticipate our competitors’ development of new products, services or technological innovations; and control product quality in our product development process.
 
Security breaches and other disruptions to our information technology infrastructure could interfere with our operations, and could compromise Company, customer and consumer information, exposing us to liability which could cause our business and reputation to suffer.
 
In the ordinary course of business, we rely upon information technology networks and systems, some of which are managed by third parties, to process, transmit and store electronic information, and to manage or support a variety of business processes and activities, including business-to-business and business-to-consumer electronic commerce and internal accounting and financial reporting systems. Additionally, we collect and store sensitive data, including intellectual property, proprietary business information and personally identifiable information of our customers, employees, consumers and suppliers, in data centers and on information technology networks. The secure and uninterrupted operation of these networks and systems, and of the processing and maintenance of this information, is critical to our business operations and strategy.
 
 
16

 
Despite our substantial investment in physical and technological security measures, employee training, contractual precautions and business continuity plans, our information technology networks and infrastructure or those of our third party vendors and other service providers could be vulnerable to damage, disruptions, shutdowns, or breaches of confidential information due to criminal conduct, denial of service or other advanced persistent attacks by hackers, breaches due to employee error or malfeasance, or other disruptions during the process of upgrading or replacing computer software or hardware, power outages, computer viruses, telecommunication or utility failures or natural disasters or other catastrophic events.
 
We are regularly the target of attempted cyber and other security threats and must continuously monitor and develop our information technology networks and infrastructure to prevent, detect, address and mitigate the risk of unauthorized access, misuse, computer viruses and other events that could have a security impact. Although we have not experienced any material breach of cybersecurity, if one or more of such events occur, this potentially could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could subject us to litigation, significant losses, regulatory fines, penalties or reputational damage, any of which could have a material effect on our cash flows, competitive position, financial condition or results of operations. Our property and business interruption insurance may not be adequate to compensate us for all losses or failures that may occur. Also, our third party insurance coverage will vary from time to time in both type and amount depending on availability, cost and our decisions with respect to risk retention.
 
Our customers and we are subject to various current governmental regulations, and could be affected by new laws or regulations, compliance with which may cause us to incur significant expenses and change our business practices, and if we fail to maintain satisfactory compliance with certain regulations, we could be subject to civil or criminal penalties.
 
We are subject to a number of U.S. and state and foreign laws and regulations relating to consumer privacy, data and financial protection.  The Fair Credit Reporting Act (FCRA) regulates the disclosure of consumer credit reports by consumer reporting agencies and the use of consumer report information by banks and other companies.  These regulations are complex, change frequently, have tended to become more stringent over time, and are subject to administrative interpretation and judicial construction in ways that could harm our business. Foreign data protection, privacy, consumer protection and other laws and regulations are often more restrictive than those in the U.S.  There are also a number of legislative proposals pending before the U.S. Congress, various state legislative bodies and foreign governments concerning data protection that could affect us.  For example, new data protection regulations currently being considered by the European Union (“EU”) legislative bodies propose more stringent operational requirements for entities processing personal information, such as stronger safeguards for data transfers to non-EU countries, reliance on express consent from data subjects (as opposed to assumed or implied consent), a right to require data processors to delete personal data, and stronger enforcement authorities and mechanisms.
 
The federal Dodd-Frank Act enacted in 2010 established the Consumer Financial Protection Bureau (CFPB) which has broad powers to regulate the offering of consumer financial products or services under federal consumer financial laws.  The CFPB is authorized to adopt rules, supervise and examine, and enforce and administer federal consumer laws, including most aspects of the FCRA and other laws applicable to us and our financial customers, and specifically to prohibit “unfair, deceptive or abusive acts or practices” (“UDAAP”).  The Dodd-Frank Act also empowers state attorneys general to bring civil actions to enforce the FCRA and CFPB regulations.  The review of products and practices to prevent unfair, deceptive or abusive conduct will be a continuing focus of the CFPB.  Utilizing its UDAAP authority, the CFPB has exercised its broad powers to examine the acts and practices of entities subject to its jurisdiction and declare those acts or practices, without notice, to be unfair, deceptive, or abusive.  During 2013, the CFPB announced more than 20 enforcement actions and imposed more than $73 million in civil penalties and $2.7 billion in restitution.  We are currently the subject of investigations by state attorneys general and the CFPB as more fully described under Item. 3 Legal Proceedings in this Form 10-K.
 
In the U.K., we are subject, effective April 1, 2014, to a new regulatory framework which provides for primary regulation by the Financial Conduct Authority (the “FCA”).  The FCA focuses on consumer protection and market regulation as well as prudential supervision of all other regulated financial institutions.  Our core credit reporting (“credit reference”) and debt collections services businesses in the U.K. are subject to FCA supervision and we will require certain corporate and “approved person” authorizations from the FCA to carry on such businesses.  The FCA has not yet fixed the date when credit reference agencies or collection businesses must apply for this authorization.  We are preparing to submit our license applications on or about October 1, 2014, which is the earliest date the FCA may require applications.  Although we do not currently anticipate any issues in receiving authorization, to the extent applicable licenses are not obtained in a timely manner, or at all, we may not conduct these businesses in the U.K.
 
We are devoting substantial compliance, legal and operational business resources to facilitate compliance with applicable rules, cooperate with CFPB supervisory examinations, and respond to other state and federal investigations of our business practices. Any failure by us to comply with, or remedy any violations of, applicable laws and regulations could result in the curtailment of certain of our operations, the imposition of fines and penalties, and restrictions on our ability to carry on or expand our operations. In addition, because many of our products are regulated or sold to customers in various industries, we must comply with additional regulations in marketing our products.  We cannot predict the ultimate impact on our business of new or proposed CFPB, FCA or other rules, supervisory examinations or government investigations or enforcement actions.
 
 
17

 
These laws and regulations (as well as actions that may be taken by legislatures and regulatory bodies in other countries) and the consequences of any violation could limit our ability to pursue business opportunities we might otherwise consider engaging in, impose additional costs on us, result in significant loss of revenue, result in significant restitution and fines, impact the value of assets we hold, or otherwise significantly adversely affect our business. See “Item 1. Business – Government Regulation” in this Form 10-K.
 
We are regularly involved in claims, suits, government investigations, supervisory examinations and other proceedings that may result in adverse outcomes.
 
We are regularly involved in claims, suits, government investigations, supervisory examinations and regulatory proceedings arising from the ordinary course of our business, including actions with respect to consumer protection and data protection, including purported class action lawsuits.  Such claims, suits, government investigations, and proceedings are inherently uncertain and their results cannot be predicted with certainty.  Regardless of their outcome, such legal proceedings can have an adverse impact on us because of legal costs, diversion of management and other personnel, and other factors.  In addition, it is possible that a resolution of one or more such proceedings could result in reputational harm, liability, penalties, or sanctions, as well as judgments, consent decrees, or orders preventing us from offering certain features, functionalities, products, or services, or requiring a change in our business practices, products or technologies, which could in the future materially and adversely affect our business, operating results, and financial condition.  The number of consumer lawsuits against us alleging a violation of FCRA has increased substantially over the past several years.
 
The acquisition, integration or divestiture of businesses by us may not produce the desired financial or operating results.
 
During 2013, we acquired TrustedID, a direct-to-consumer identity protection business, and several smaller international businesses. We also completed the integration of the credit services business and assets we acquired from CSC Credit Services, Inc. on December 28, 2012 for $1.0 billion.  In January 2014, we acquired TDX Group, a debt placement service and debt management platform company in the United Kingdom for approximately $327 million.  Expected benefits, synergies and growth from these initiatives may not materialize as planned. We may have difficulty assimilating new businesses and their products, services, technologies and personnel into our operations. These difficulties could disrupt our ongoing business, distract our management and workforce, increase our expenses and materially adversely affect our operating results and financial condition. Also, we may not be able to retain key management and other critical employees after an acquisition.
 
Dependence on outsourcing certain portions of our supply and distribution chain may adversely affect our ability to bring products to market and damage our reputation. Dependence on outsourced information technology and other administrative functions may impair our ability to operate effectively.
 
As part of our efforts to streamline operations and to reduce operating costs, we have outsourced various components of our application development, information technology, operational support and administrative functions and will continue to evaluate additional outsourcing. Although we have implemented service level agreements and have established monitoring controls, if our outsourcing vendors fail to perform their obligations in a timely manner or at satisfactory quality levels, our ability to bring products to market and support our customers, and our reputation could suffer. Any failure to perform on the part of these third party providers could impair our ability to operate effectively and could result in lower future revenue, unexecuted efficiencies and adversely impact our results of operations and our financial condition. Much of our outsourcing takes place in developing countries and, as a result, may be subject to geopolitical uncertainty.
 
The impact of consolidation in our customer end markets is difficult to predict and may harm our business.
 
The financial services, mortgage, retail and telecommunications industries to which we sell our products and services are intensely competitive and have been subject to increasing consolidation. Continuation of the consolidation trends in these and other industries could result in lower average prices for the larger combined entities, lower combined purchases of our services than were purchased cumulatively by separate entities prior to consolidation or existing competitors increasing their market share in newly consolidated entities, which could have a material adverse effect on our business, financial condition and results of operations. We may not be able to compete successfully in an increasingly consolidated industry and cannot predict with certainty how industry consolidation will affect our competitors or us.
 
 
18

 
The demand for some of our products and services may be negatively impacted to the extent the availability of free or less expensive consumer information increases.
 
Public or commercial, sources of free or relatively inexpensive consumer credit, credit score and other information have become increasingly available, particularly through the internet, and this trend is expected to continue.  Governmental agencies in particular have increased the amount of information to which they provide free public access and these or other sources of free or relatively inexpensive consumer information from competitors or other commercial sources may reduce demand for our services, particularly in our USCIS and Personal Solutions business units.  To the extent that our customers choose not to obtain services from us and instead rely on information obtained at no cost or relatively inexpensively from these public sources, our business, financial condition and results of operations may be adversely affected.
 
Our retirement and post-retirement pension plans are subject to financial market risks that could adversely affect our future results of operations and cash flows.
 
We have significant retirement and post retirement pension plan assets and obligations. The performance of the financial markets and interest rates impact our plan expenses and funding obligations. Significant decreases in market interest rates, decreases in the fair value of plan assets and investment losses on plan assets will increase our funding obligations, and adversely impact our results of operations and cash flows.
 
If our government contracts are terminated, if we are suspended from government work, or if our ability to compete for new contracts is adversely affected, our business could suffer.
 
We derive a portion of our revenue from direct and indirect sales to U.S., state, local and foreign governments and their respective agencies. Such contracts are subject to various procurement laws and regulations, and contract provisions relating to their formation, administration and performance. Failure to comply with these laws, regulations or provisions in our government contracts could result in the imposition of various civil and criminal penalties, termination of contracts, forfeiture of profits, suspension of payments, or suspension of future government contracting. If our government contracts are terminated, if we are suspended from government work, or if our ability to compete for new contracts is adversely affected, our business could suffer.
 
Third parties may claim that we are infringing their intellectual property and we could suffer significant litigation or licensing expenses or be prevented from selling products or services.
 
From time to time, third parties may claim that one or more of our products or services infringe their intellectual property rights. We analyze and take action in response to such claims on a case by case basis. Any dispute or litigation regarding patents or other intellectual property could be costly and time-consuming due to the complexity of our technology and the uncertainty of intellectual property litigation and could divert our management and key personnel from our business operations. A claim of intellectual property infringement could force us to enter into a costly or restrictive license agreement, which might not be available under acceptable terms or at all, or could subject us to significant damages or to an injunction against development and sale of certain of our products or services. Our intellectual property portfolio may not be useful in asserting a counterclaim, or negotiating a license, in response to a claim of intellectual property infringement. In certain of our businesses we rely on third party intellectual property licenses and we cannot ensure that these licenses will be available to us in the future on favorable terms or at all.
 
Third parties may infringe our intellectual property and we may suffer competitive injury or expend significant resources enforcing our rights.
 
Our success increasingly depends on our proprietary technology. We rely on various intellectual property rights, including patents, copyrights, database rights, trademarks and trade secrets, as well as confidentiality provisions and licensing arrangements, to establish our proprietary rights. The extent to which such rights can be protected varies in different jurisdictions. If we do not enforce our intellectual property rights successfully our competitive position may suffer which could harm our operating results. Our pending patent applications, and our pending copyright and trademark registration applications, may not be allowed or competitors may challenge the validity or scope of our patents, copyrights or trademarks. In addition, our patents, copyrights, trademarks and other intellectual property rights may not provide us a significant competitive advantage.
 
We may need to spend significant resources monitoring our intellectual property rights and we may or may not be able to detect infringement by third parties. Our competitive position may be harmed if we cannot detect infringement and enforce our intellectual property rights quickly or at all. In some circumstances, enforcement may not be available to us because an infringer has a dominant intellectual property position or for other business reasons. In addition, competitors might avoid infringement by designing around our intellectual property rights or by developing non-infringing competing technologies. Intellectual property rights and our ability to enforce them may be unavailable or limited in some countries which could make it easier for competitors to capture market share and could result in lost revenue.
 
 
19

 
Economic, political and other risks associated with international sales and operations could adversely affect our results of operations.
 
Sales outside the U.S. comprised 23% of our net operating revenue in 2013 and, as a result, our business is subject to various risks associated with doing business internationally. We anticipate that revenue from international operations will continue to represent an increasing portion of our total revenue. In addition, many of our employees, suppliers, job functions and facilities are located outside the U.S. Accordingly, our future results could be harmed by a variety of factors including:
· changes in specific country or region political, economic or other conditions;
· trade protection measures;
· data privacy and consumer protection regulations;
· difficulty in staffing and managing widespread operations;
· differing labor, intellectual property protection and technology standards and regulations;
· business licensing requirements or other requirements relating to making foreign direct investments, which could increase our cost of doing business in certain jurisdictions, prevent us from entering certain markets, increase our operating costs or lead to penalties or restrictions;
· difficulties associated with repatriating cash generated or held abroad in a tax-efficient manner;
· implementation of exchange controls; and
· geopolitical instability, including terrorism and war.
 
We earn revenue, pay expenses, own assets and incur liabilities in countries using currencies other than the U.S. dollar, including among others the British pound, the Canadian dollar, the Brazilian real, the Argentine peso, the Chilean peso and the Euro. Because our consolidated financial statements are presented in U.S. dollars, we must translate revenue, income and expenses, as well as assets and liabilities, into U.S. dollars at exchange rates in effect during or at the end of each reporting period. Therefore, increases or decreases in the value of the U.S. dollar against other major currencies will affect our net operating revenues, operating income and the value of balance sheet items denominated in foreign currencies. In 2013, a general weakening of foreign currencies in countries where we have operations against the U.S. dollar had a negative impact on our results as reported in U.S. dollars.  See “Segment Financial Results – International – Latin America and “- Canada Consumer” and “Effects of Inflation and Changes in Foreign Currency Exchange rates” in the Management’s Discussion and Analysis section of this Form 10-K. Because of the geographic diversity of our operations, weaknesses in some currencies might be offset by strengths in others over time. We generally do not mitigate the risks associated with fluctuating exchange rates, although we may from time to time through forward contracts or other derivative instruments hedge a portion of our translational foreign currency exposure or exchange rate risks associated with material transactions which are denominated in a foreign currency. The use of such hedging activities may not offset any or more than a portion of the adverse financial effects of unfavorable movements in foreign exchange rates over the limited time the hedges are in place. Accordingly, fluctuations in foreign currency exchange rates, particularly the strengthening of the U.S. dollar against major currencies, may materially affect our consolidated financial results.
 
We also have a cost method investment in a credit information company in Brazil valued in Brazilian reais.  Economic and competition risks within Brazil, and the company’s ability to successfully implement its strategic and operating plans, have had an adverse financial impact on the value of our investment and could result in an additional impairment of the investment.
 
Compliance with applicable U.S. and foreign laws and regulations, such as anti-corruption laws, tax laws, foreign exchange controls and restrictions on repatriation of earnings or other similar restraints, data privacy requirements, labor laws and anti-competition relations increases the cost of doing business in foreign jurisdictions.  Although we have implemented policies and procedures to comply with these laws and regulations, a violation by our employees, contractors or agents could nevertheless occur.
 
A downgrade to our credit ratings would increase our cost of borrowing under our credit facility and adversely affect our ability to access the capital markets.
 
The cost of borrowing under our unsecured revolving credit facility that matures on December 19, 2017 (the “Credit Agreement”) and our ability and the terms under which we may access the credit markets are affected by credit ratings assigned to our indebtedness by the major credit rating agencies.  These ratings are premised on our performance under assorted financial metrics, such as leverage and interest coverage ratios and other measures of financial strength, business and financial risk, industry conditions, transparency with rating agencies and timeliness of financial reporting.  Our current ratings have served to lower our borrowing costs and facilitate access to a variety of lenders.  However, there can be no assurance that our credit ratings or outlook will not be lowered in the future in response to adverse changes in these metrics caused by our operating results or by actions that we take, such as incurring additional indebtedness or by returning excess cash to shareholders through dividends or under our share repurchase program.  A downgrade of our credit ratings would increase our cost of borrowing under the Credit Agreement, negatively affect our ability to access the capital markets on advantageous terms, or at all, negatively affect the trading price of our securities and have a material adverse effect on our business, financial condition and results of operations.
 
 
20

 
Changes in interest rates could adversely affect our cost of capital and net income.
 
Rising interest rates, credit market dislocations and decisions and actions by credit rating agencies can affect the availability and cost of our funding and adversely affect our net income.
 
Our business will suffer if we are not able to retain and hire key personnel.
 
Our future success depends partly on the continued service of our key development, sales, marketing, executive and administrative personnel. Additionally, increased retention risk exists in certain key areas of our operations that require specialized skills, such as maintenance of certain legacy computer systems, data security experts and analytical modelers. If we fail to retain and hire a sufficient number of these personnel, we will not be able to maintain or expand our business. We believe our pay levels are competitive within the regions in which we operate. However, there is also intense competition for certain highly technical specialties in geographic areas where we continue to recruit, and it may become more difficult to retain our key employees.
 
Changes in income tax laws can significantly impact our net income.
 
Federal and state governments in the U.S. as well as a number of other governments around the world are currently facing significant fiscal pressures and have considered or may consider changes to their tax laws for revenue raising or economic competiveness reasons. Changes to tax laws can have immediate impacts, either favorable or unfavorable, on our results of operations and cash flows, and may impact our competitive position versus certain competitors who are domiciled in other jurisdictions and subject to different tax laws.
 
We are subject to a variety of other general risks and uncertainties inherent in doing business.
 
In addition to the specific factors discussed above, we are subject to risks that are inherent to doing business. These include growth rates, general economic and political conditions, customer satisfaction with the quality of our services, costs of obtaining insurance, changes in unemployment rates, and other events that can impact revenue and the cost of doing business.
 
ITEM 1B. UNRESOLVED STAFF COMMENTS
 
Equifax has not received written comments regarding its periodic or current reports for the SEC staff that were issued 180 days or more preceding the end of its 2013 fiscal year and that remain unresolved.
 
ITEM 2. PROPERTIES
 
Our executive offices are located at 1550 Peachtree Street, N.W., Atlanta, Georgia. Our other properties are geographically distributed to meet sales and operating requirements worldwide. We consider these properties to be both suitable and adequate to meet our current operating requirements, and most of the space is being utilized. We ordinarily lease office space for conducting our business and are obligated under approximately 80 leases and other rental arrangements for our field locations. We owned 6 office buildings at December 31, 2013, including our executive offices, two buildings which house our Alpharetta, Georgia data center, two buildings utilized by our Workforce Solutions operations located in St. Louis, Missouri and Charleston, South Carolina, as well as a building utilized by our Latin America operations located in Sao Paulo, Brazil. We also own 23.5 acres adjacent to the Alpharetta, Georgia data center.
 
For additional information regarding our obligations under leases, see Note 7 of the Notes to Consolidated Financial Statements in this report. We believe that suitable additional space will be available to accommodate our future needs.
 
 
21

 
ITEM 3. LEGAL PROCEEDINGS
 
California Bankruptcy Litigation. In consolidated actions filed in the U.S. District Court for the Central District of California, captioned Terri N. White, et al. v. Equifax Information Services LLC, Jose Hernandez v. Equifax Information Services LLC, Kathryn L. Pike v. Equifax Information Services LLC, and Jose L. Acosta, Jr., et al. v. Trans Union LLC, et al. , plaintiffs asserted that Equifax violated federal and state law (the FCRA, the California Credit Reporting Act and the California Unfair Competition Law) by failing to follow reasonable procedures to determine whether credit accounts are discharged in bankruptcy, including the method for updating the status of an account following a bankruptcy discharge. On August 20, 2008, the District Court approved a Settlement Agreement and Release providing for certain changes in the procedures used by defendants to record discharges in bankruptcy on consumer credit files. That settlement resolved claims for injunctive relief, but not plaintiffs’ claims for damages. On May 7, 2009, the District Court issued an order preliminarily approving an agreement to settle remaining class claims. The District Court subsequently deferred final approval of the settlement and required the settling parties to send a supplemental notice to those class members who filed a claim and objected to the settlement or opted out, with the cost for the re-notice to be deducted from the plaintiffs’ counsel fee award.   Mailing of the supplemental notice was completed on February 15, 2011.  The deadline for this group of settling plaintiffs to provide additional documentation to support their damage claims or to opt-out of the settlement was March 31, 2011.  On July 15, 2011, following another approval hearing, the District Court approved the settlement. Several objecting plaintiffs subsequently filed notices of appeal to the U.S. Court of Appeals for the Ninth Circuit, which, on April 22, 2013, issued an order remanding the case to the District Court for further proceedings. On January 21, 2014, the District Court denied the objecting plaintiffs’ motion to disqualify counsel for the settling plaintiff and granted the motion of counsel for the settling plaintiffs to be appointed as interim lead class counsel.
 
State Attorney General Investigations. The Attorneys General of the State of Ohio and multiple other states commenced an investigation in late 2012 into certain business practices of the nationwide consumer reporting agencies (Equifax, Experian and TransUnion). Presently, there are 32 states participating in this investigation. In addition, the Attorneys General for the States of New York and Mississippi have commenced separate investigations into the same or similar matters being reviewed by the multi-state attorney general investigation. We are cooperating with the attorneys general in these investigations. At this time, we are unable to predict the outcomes of these investigations, including whether the investigations will result in any actions or proceedings being brought against us.
 
CFPB Investigation.  In February 2014, we received a Civil Investigative Demand (a “CID”) from the Consumer Financial Protection Bureau (the “CFPB”) as part of its investigation to determine whether nationwide consumer reporting agencies have been or are engaging in unlawful acts or practices relating to the advertising, marketing, sale or provision of consumer reports, credit scores or credit monitoring products in violation of the Dodd -Frank Act or the Fair Credit Reporting Act.  The CID requests the production of documents and answers to written questions.  We are cooperating with the CFPB in its investigation and are in discussions with the CFPB regarding our response to the CID.  At this time, we are unable to predict the outcome of this CFPB investigation, including whether the investigation will result in any action or proceeding against us.
 
Other. Equifax has been named as a defendant in various other legal actions, including administrative claims, class actions and other litigation arising in connection with our business. Some of the legal actions include claims for substantial compensatory or punitive damages or claims for indeterminate amounts of damages. We believe we have strong defenses to and, where appropriate, will vigorously contest, many of these matters. Given the number of these matters, some are likely to result in adverse judgments, penalties, injunctions, fines or other relief. However, we do not believe that these litigation matters will be individually material to our financial condition or results of operations. We may explore potential settlements before a case is taken through trial because of the uncertainty and risks inherent in the litigation process.
 
ITEM 4. MINE SAFETY DISCLOSURES
 
Not applicable.
 
 
22

 
PART II
 
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 
Equifax’s common stock is traded on the New York Stock Exchange under the symbol “EFX.” As of January 31, 2014, Equifax had approximately 4,600 holders of record; however, Equifax believes the number of beneficial owners of common stock exceeds this number.
 
The table below sets forth the high and low sales prices per share of Equifax common stock, as reported on the New York Stock Exchange, for each quarter in the last two fiscal years and dividends declared per share:
 
 
 
High Sales Price
 
Low Sales Price
 
Dividends (1)
 
 
 
(In dollars)
 
2013
 
 
 
 
 
 
 
 
 
 
First Quarter
 
$
59.83
 
$
52.79
 
$
0.22
 
Second Quarter
 
$
63.91
 
$
55.87
 
$
0.22
 
Third Quarter
 
$
65.65
 
$
58.74
 
$
0.22
 
Fourth Quarter
 
$
69.64
 
$
58.86
 
$
0.22
 
 
 
 
 
 
 
 
 
 
 
 
2012
 
 
 
 
 
 
 
 
 
 
First Quarter
 
$
44.60
 
$
37.89
 
$
0.18
 
Second Quarter
 
$
48.03
 
$
42.50
 
$
0.18
 
Third Quarter
 
$
49.49
 
$
45.15
 
$
0.18
 
Fourth Quarter
 
$
55.52
 
$
46.62
 
$
0.18
 
 
(1) Equifax’s Senior Credit Facility restricts our ability to pay cash dividends on our capital stock or repurchase capital stock if a default exists or would result according to the terms of the credit agreement.
 
Shareholder Return Performance Graph
 
The graph on the following page compares Equifax’s five-year cumulative total shareholder return with that of the Standard & Poor’s Composite Stock Index (S&P 500) and a peer group index, the Dow Jones U.S. General Financial Index. The graph assumes that value of the investment in our Common Stock and each index was $100 on the last trading day of 2008 and that all quarterly dividends were reinvested without commissions. Our past performance may not be indicative of future performance.
 
 
23

 
COMPARATIVE FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG EQUIFAX INC., S&P 500 INDEX, AND DOW JONES U.S. GENERAL FINANCIAL INDEX
 
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
VALUE OF $100 INVESTED AS OF JANUARY 1, 2009
 
 
 
 
Fiscal Year Ended December 31,
 
 
 
Initial
 
2009
 
2010
 
2011
 
2012
 
2013
 
Equifax Inc.
 
100.00
 
117.18
 
136.22
 
151.03
 
214.32
 
277.58
 
S&P 500 Index
 
100.00
 
126.46
 
145.51
 
148.59
 
172.37
 
228.19
 
DJ US General Financial Index
 
100.00
 
151.49
 
156.91
 
138.68
 
180.92
 
277.99
 
 
 
24

 
The table below contains information with respect to purchases made by or on behalf of Equifax of its common stock during the fourth quarter ended December 31, 2013:
 
Issuer Purchases of Equity Securities
 
 
 
 
 
 
 
 
 
 
 
Maximum Number
 
 
 
 
 
 
 
 
 
 
 
(or Approximate
 
 
 
 
 
 
 
 
Total Number
 
 
Dollar Value)
 
 
 
Total
 
 
Average
 
of Shares Purchased
 
 
of Shares that May
 
 
 
Number
 
 
Price
 
as Part of
 
 
Yet Be Purchased
 
 
 
of Shares
 
 
Paid
 
Publicly-Announced
 
 
Under the Plans or
 
Period
 
Purchased (1)
 
 
Per Share (2)
 
Plans or Programs
 
 
Programs (3)
 
October 1 - October 31, 2013
 
43,255
 
$
-
 
-
 
$
215,115,511
 
November 1 - November 30, 2013
 
3,475
 
$
-
 
-
 
$
215,115,511
 
December 1 - December 31, 2013
 
-
 
$
-
 
-
 
$
215,115,511
 
Total
 
46,730
 
$
-
 
-
 
$
215,115,511
 
 
(1) The total number of shares purchased includes: (a) shares purchased pursuant to our publicly-announced share repurchase program, or Program; and (b) shares surrendered, or deemed surrendered, in satisfaction of the exercise price and/or to satisfy tax withholding obligations in connection with the exercise of employee stock options and vesting of restricted stock, totaling 43,255 shares for the month of October 2013, 3,475 for the month of November 2013, and none for the month of December 2013.
 
(2) Average price paid per share for shares purchased as part of our publicly-announced plan (includes brokerage commissions).
 
(3) Under the share repurchase program authorized by our Board of Directors, we purchased 0.2 million common shares on the open market during the twelve months ended December 31, 2013 for $11.9 million. At December 31, 2013, the amount authorized for future share repurchases under the Program was $215.1 million.
 
Information relating to compensation plans under which the Company’s equity securities are authorized for issuance is included in the section captioned “Equity Compensation Plan Information” in our 2014 Proxy Statement and is incorporated herein by reference.
 
 
25

 
ITEM 6. SELECTED FINANCIAL DATA
 
The table below summarizes our selected historical financial information for each of the last five years. The summary of operations data for the years ended December 31, 2013, 2012, 2011, and the balance sheet data as of December 31, 2013 and 2012, have been derived from our audited Consolidated Financial Statements included in this report. The summary of operations data for the years ended December 31, 2010 and 2009, and the balance sheet data as of December 31, 2011, 2010 and 2009, have been derived from our audited Consolidated Financial Statements not included in this report. The historical selected financial information may not be indicative of our future performance and should be read in conjunction with the information contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations, and the Consolidated Financial Statements and the accompanying Notes to the Consolidated Financial Statements in this report.
 
 
 
Twelve Months Ended
 
 
 
December 31,
 
 
 
2013(1)(2)
 
2012(3)(4)
 
2011(5)
 
2010(6)
 
2009(7)(8)(9)
 
 
 
(In millions, except per share data)
 
Summary of Operations:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating revenue
 
$
2,303.9
 
$
2,073.0
 
$
1,893.2
 
$
1,797.5
 
$
1,669.1
 
Operating expenses
 
 
1,692.7
 
 
1,593.0
 
 
1,424.6
 
 
1,375.1
 
 
1,288.5
 
Operating income
 
 
611.2
 
 
480.0
 
 
468.6
 
 
422.4
 
 
380.6
 
Consolidated income from continuing operations
 
 
341.5
 
 
275.3
 
 
238.8
 
 
238.8
 
 
223.3
 
Discontinued operations, net of tax (1)(6)
 
 
18.4
 
 
5.5
 
 
2.9
 
 
36.0
 
 
17.2
 
Net income attributable to Equifax
 
 
351.8
 
 
272.1
 
 
232.9
 
 
266.7
 
 
233.9
 
Dividends paid to Equifax shareholders
 
 
106.7
 
 
86.0
 
 
78.1
 
 
35.2
 
 
20.2
 
Diluted earnings per common share
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income from continuing operations attributable to Equifax
 
$
2.69
 
$
2.18
 
$
1.86
 
$
1.83
 
$
1.69
 
Discontinued operations attributable to Equifax
 
 
0.15
 
 
0.04
 
 
0.02
 
 
0.28
 
 
0.14
 
Net income attributable to Equifax
 
$
2.84
 
$
2.22
 
$
1.88
 
$
2.11
 
$
1.83
 
Cash dividends declared per common share
 
$
0.88
 
$
0.72
 
$
0.64
 
$
0.28
 
$
0.16
 
Weighted-average common shares outstanding (diluted)
 
 
123.7
 
 
122.5
 
 
123.7
 
 
126.5
 
 
127.9
 
 
 
 
As of December 31,
 
 
 
2013
 
2012(3)
 
2011
 
2010
 
2009(7)
 
 
 
(In millions)
 
Balance Sheet Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total assets
 
$
4,539.9
 
$
4,520.1
 
$
3,518.7
 
$
3,437.5
 
$
3,550.5
 
Short-term debt and current maturities
 
 
296.5
 
 
283.3
 
 
47.2
 
 
20.7
 
 
183.2
 
Long-term debt, net of current portion
 
 
1,145.5
 
 
1,447.4
 
 
966.0
 
 
978.9
 
 
990.9
 
Total debt, net
 
 
1,442.0
 
 
1,730.7
 
 
1,013.2
 
 
999.6
 
 
1,174.1
 
Total equity
 
 
2,341.0
 
 
1,959.2
 
 
1,722.1
 
 
1,708.4
 
 
1,615.0
 
 
(1) During the first quarter of 2013, we divested of two non-strategic business lines, Equifax Settlement Services, which was part of our Mortgage business within the USCIS operating segment, and Talent Management Services, which was part of our Employer Services business within our Workforce Solutions operating segment, for a total of $47.5 million. We have presented the Equifax Settlement Services and Talent Management Services operations as discontinued operations for all periods presented. For additional information about these divestitures, see Note 3 of the Notes to Consolidated Financial Statements in this report.
 
(2) During the fourth quarter of 2013, the management of Boa Vista Servicos S.A., in which we hold a 15% cost method investment,  revised its near-term outlook and its operating plans to reflect reduced near-term market expectations for credit information services in Brazil and increased investment needed to achieve its strategic objectives.  As a result of these changes, and the associated near-term changes in cash flow expected from the business, we recorded a 40 million Brazilian Reais ($17.0 million) impairment of our original investment of 130 million Brazilian Reais.  For additional information, see Note 2 of the Notes to Consolidated Financial Statements in this report.
 
(3) On December 28, 2012, we acquired certain credit services business assets and operations of Computer Sciences Corporation (the “CSC Credit Services Acquisition”) for $1.0 billion. We financed the acquisition with available cash, the issuance of $500 million of 3.30% ten-year senior notes, and commercial paper borrowings under our CP program. The results of this acquisition are included in our USCIS segment after the date of acquisition and were not material for 2012. For additional information, see Note 4 of the Notes to Consolidated Financial Statements in this report.
 
 
26

 
(4) During the fourth quarter of 2012, we offered certain former employees a voluntary lump sum payment option of their pension benefits or a reduced monthly annuity. Approximately 64% of the vested terminated participants elected to receive the lump sum payment which resulted in a payment of $62.6 million from the assets in the pension plan. An amendment to the USRIP was also approved which froze future salary increases for non-grandfathered participants and offered a one-time 9% increase to the service benefit. The settlement and amendment resulted in a $38.7 million pension charge. For additional information, see Note 11 of the Notes to Consolidated Financial Statements in this report.
 
(5) On May 31, 2011, we completed the merger of our Brazilian business with Boa Vista Serviços S.A. (“BVS”) in exchange for a 15% equity interest in BVS, which was accounted for as a sale and was deconsolidated.   BVS, an unrelated third party whose results we do not consolidate, is the second largest consumer and commercial credit information company in Brazil.
 
(6) On April 23, 2010, we sold our APPRO product line (“APPRO”) for approximately $72 million. On July 1, 2010, we sold the assets of our Direct Marketing Services division (“DMS”) for approximately $117 million.  Both of these were previously reported in our U.S. Consumer Information Solutions segment.  We have presented the APPRO and DMS operations as discontinued operations for all periods presented.
 
(7) On October 27, 2009, we acquired IXI Corporation for $124.0 million. On November 2, 2009, we acquired Rapid Reporting Verification Company for $72.5 million. The results of these acquisitions are included in our Consolidated Financial Statements subsequent to the acquisition dates.
 
(8) During 2009, we recorded restructuring and asset write-down charges of $24.8 million ($15.8 million, net of tax).
 
(9) During 2009, we recorded a $7.3 million income tax benefit related to our ability to utilize foreign tax credits beyond 2009.
 
 
27

 
ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
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.
 
All references to earnings per share data in Management’s Discussion and Analysis, or MD&A, are to diluted earnings per share, or EPS, unless otherwise noted. 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.
 
BUSINESS OVERVIEW
 
We are a leading global provider of information solutions and human resources business process outsourcing services for businesses, governments, and consumers. We leverage some of the largest sources of consumer and commercial data, along with advanced analytics and proprietary decisioning technology, to create customized insights which enable our business clients to grow faster, more efficiently and more profitably, and to inform and empower consumers.
 
Clients rely on us for consumer and business credit intelligence, credit portfolio management, fraud detection, decisioning technology, marketing tools, and human resources and payroll services. We also offer a portfolio of products that enable individual consumers to manage their financial affairs and protect their identity. Our revenue stream is diversified among individual consumers and among businesses across a wide range of industries and international geographies.
 
Segment and Geographic Information
 
Segments.   The U.S. Consumer Information Solutions, or USCIS, segment, the largest of our five segments, consists of three product and service lines: Online Consumer Information Solutions, or OCIS; Mortgage Solutions; and Consumer Financial Marketing Services. OCIS and Mortgage Solutions revenue is principally transaction-based and is derived from our sales of products such as consumer credit reporting and scoring, identity management and authentication, fraud detection and modeling services. USCIS also markets certain of our decisioning products which facilitate and automate a variety of consumer credit-oriented decisions. Consumer Financial Marketing Services revenue is principally project- and subscription-based and is derived from our sales of batch credit, consumer wealth or demographic information such as those that assist clients in acquiring new customers, cross-selling to existing customers and managing portfolio risk.
 
The International segment consists of Latin America, Europe and Canada Consumer. Canada Consumer’s products and services are similar to our USCIS offerings, while Europe and Latin America are made up of varying mixes of product lines that are in our USCIS, North America Commercial Solutions and North America Personal Solutions reportable segments.
 
The Workforce Solutions segment consists of the Verification Services and Employer Services business units. Verification Services revenue is transaction based and is derived primarily from employment, income and social security number verifications. Employer Services revenues are derived from our provision of certain human resources business process outsourcing services that include both transaction- and subscription-based product offerings. These services assist our clients with the administration of unemployment claims and employer-based tax credits and the handling of certain payroll-related transaction processing.
 
North America Personal Solutions revenue is both transaction- and subscription-based and is derived from the sale of credit monitoring and identity theft protection products, which we deliver electronically to consumers primarily via the internet and to a lesser extent through mail.
 
North America Commercial Solutions revenue is principally transaction based, with the remainder project based, and is derived from the sale of business information, credit scores and portfolio analytics that enable clients to utilize our reports to make financial, marketing and purchasing decisions related to businesses.
 
 
28

 
Geographic Information.   We currently operate in the following countries: Argentina, Brazil, Canada, Chile, Costa Rica, Ecuador, El Salvador, Honduras, Mexico, Paraguay, Peru, Portugal, the Republic of Ireland, Spain, the U.K., Uruguay, and the U.S. Our operations in the Republic of Ireland focus on data handling and customer support activities. We have an investment in the second largest consumer and commercial credit information company in Brazil and offer consumer credit services in India and Russia through joint ventures. Of the countries we operate in, 77% of our revenue was generated in the U.S. during the twelve months ended December 31, 2013.
 
Key Performance Indicators.   Management focuses on a variety of key indicators to monitor operating and financial performance. These performance indicators include measurements of operating revenue, change in operating revenue, operating income, operating margin, net income, diluted earnings per share, cash provided by operating activities and capital expenditures. Key performance indicators for the twelve months ended December 31, 2013, 2012 and 2011, include the following:
 
 
 
Key Performance Indicators
 
 
 
Twelve Months Ended
 
 
 
December 31,
 
 
 
 
2013
 
 
 
2012
 
 
 
2011
 
 
 
(Dollars in millions, except per share data)
 
Operating revenue
 
$
2,303.9
 
 
$
2,073.0
 
 
$
1,893.2
 
Operating revenue change
 
 
11
%
 
 
10
%
 
 
5
%
Operating income
 
$
611.2
 
 
$
480.0
 
 
$
468.6
 
Operating margin
 
 
26.5
%
 
 
23.2
%
 
 
24.8
%
Net income attributable to Equifax
 
$
351.8
 
 
$
272.1
 
 
$
232.9
 
Diluted earnings per share from continuing operations
 
$
2.69
 
 
$
2.18
 
 
$
1.86
 
Cash provided by operating activities
 
$
566.3
 
 
$
496.3
 
 
$
408.7
 
Capital expenditures
 
$
83.3
 
 
$
66.0
 
 
$
75.0
 
 
Business Environment and Company Outlook
 
Demand for our services tends to be correlated to general levels of economic activity, to consumer credit activity, to a lesser extent small commercial credit and marketing activity, and to our own initiatives to expand our products and markets served. In 2013, in the United States, we experienced modest growth in overall economic activity and in general consumer credit, a moderate year-over-year decline in consumer mortgage activity, and continuing benefits from our internal product and market initiatives. As expected, after growing in the first half of 2013, total company mortgage related revenues declined significantly in the second half of 2013, a trend we expect will continue into the first half of 2014. As a result, our Mortgage Solutions business unit’s rate of year-over-year revenue growth slowed in 2013 and the mortgage-related components of revenue included in USCIS’ Online Consumer Information Solutions and Workforce Solutions’ Verification Services each declined in absolute terms compared to 2012.  While we continue to expect modest growth in overall economic activity and general consumer credit to continue in 2014, mortgage market origination activity is expected to continue declining due to elevated interest rates. Internationally, the environment continues to be challenging as various countries address their particular political, fiscal and economic issues. In addition, recent weakening in foreign exchange rates of certain of the countries in which we participate will reduce growth in revenue and profit when reported in U.S. dollars. Offsetting these challenges, we continue to expect that our ongoing investments in new product innovation, business execution, enterprise growth initiatives, technology infrastructure, and continuous process improvement will enable us, in a modestly growing economy, to deliver long-term average organic revenue growth ranging between 6% and 8% with additional growth of 1% to 2% derived from strategic acquisitions consistent with our long term business strategy. We also expect to grow earnings per share at a somewhat faster rate than revenue over time as a result of both operating and financial leverage. In 2014, we expect to offset the negative growth in mortgage-related revenues with strong revenue growth in our core, non-mortgage market initiatives.
 
 
29

 
RESULTS OF OPERATIONS 
TWELVE MONTHS ENDED DECEMBER 31, 2013, 2012 AND 2011
 
Consolidated Financial Results
 
Operating Revenue
 
 
 
Twelve Months Ended December 31,
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
2013 vs. 2012
 
 
 
2012 vs. 2011
 
 
 
Operating Revenue
 
2013
 
2012
 
2011
 
$
 
%
 
 
$
 
%
 
 
 
(Dollars in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Consumer Information Solutions
 
$
1,013.4
 
$
869.3
 
$
765.0
 
$
144.1
 
17
%
 
$
104.3
 
14
%
International
 
 
513.5
 
 
486.2
 
 
492.9
 
 
27.3
 
6
%
 
 
(6.7)
 
-1
%
Workforce Solutions
 
 
474.1
 
 
442.1
 
 
382.1
 
 
32.0
 
7
%
 
 
60.0
 
16
%
North America Personal Solutions
 
 
207.4
 
 
185.5
 
 
163.9
 
 
21.9
 
12
%
 
 
21.6
 
13
%
North America Commercial Solutions
 
 
95.5
 
 
89.9
 
 
89.3
 
 
5.6
 
6
%
 
 
0.6
 
1
%
Consolidated operating revenue
 
$
2,303.9
 
$
2,073.0
 
$
1,893.2
 
$
230.9
 
11
%
 
$
179.8
 
9
%
 
Revenue for 2013 increased by 11% compared to 2012. The growth was driven by the acquisition of CSC Credit Services in the fourth quarter of 2012 (“CSC Credit Services Acquisition”) and the impact of strategic growth initiatives across our businesses. The first half of 2013 also benefitted from the impact of increased mortgage refinancing activity in the U.S., which, as expected, began to decline in the second half of 2013 as compared to the prior year.  This expected decline reduced reported growth rates in our USCIS and Workforce Solutions business units for the second half of 2013 as compared to the first half of 2013.  For the full year, the net decline in mortgage market activity reduced our revenue growth rate by approximately 1.7%.  The effect of foreign exchange rates reduced revenue by $20.4 million in the 2013 compared to 2012.
 
Revenue for 2012 increased by 9% compared to 2011. The deconsolidation of our Brazilian business, which resulted from the merger of our business into a larger entity during the second quarter of 2011, negatively impacted revenue growth by $35.4 million in 2012, compared to the prior year, while all other revenue increased by 12% compared to 2011. The growth in 2012 was driven by strong execution of key strategic initiatives and the impact of increased mortgage refinancing activity in the U.S.  The effect of foreign exchange rates, in locations other than Brazil, reduced revenue by $12.5 million in 2012 compared to the prior year.
 
Operating Expenses
 
 
 
Twelve Months Ended December 31,
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
2013 vs. 2012
 
 
2012 vs. 2011
 
Operating Expenses
 
2013
 
2012
 
2011
 
$
 
%
 
 
$
 
%
 
 
 
(Dollars in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated cost of services
 
$
787.3
 
$
759.5
 
$
703.9
 
$
27.8
 
4
%
 
$
55.6
 
8
%
Consolidated selling, general and administrative expenses
 
 
715.8
 
 
673.5
 
 
560.1
 
 
42.3
 
6
%
 
 
113.4
 
20
%
Consolidated depreciation and amortization expense
 
 
189.6
 
 
160.0
 
 
160.6
 
 
29.6
 
19
%
 
 
(0.6)
 
0
%
Consolidated operating expenses
 
$
1,692.7
 
$
1,593.0
 
$
1,424.6
 
$
99.7
 
6
%
 
$
168.4
 
12
%
 
Cost of Services.   Cost of services increased $27.8 million in 2013 compared to the prior year. The increase in cost of services, when compared to 2012, was due primarily to increased salary and benefit costs of $27.8 million as well as smaller increases across other categories. The CSC Credit Services Acquisition did not have a material impact on cost of services as this business had already been processed on our systems under our previous affiliate arrangement. The effect of changes in foreign exchange rates reduced cost of services by $4.9 million.
 
Cost of services increased $55.6 million in 2012 compared to the prior year. The increase was due primarily to the impact of increased salary expense, direct production expenses and contract service expenses of $63.2 million as well as smaller increases in other expenses to support revenue growth. The increase in expense in 2012 was partially offset by decreases related to the deconsolidation of our Brazilian business. The impact of changes in foreign currency exchange rates decreased our cost of services by $3.4 million.
 
 
30

 
Selling, General and Administrative Expenses.   Selling, general and administrative expenses increased $42.3 million in 2013 as compared to 2012.  The increase was due primarily to increased salary, severance, advertising, litigation and regulatory compliance expenses of $56.4 million as well as smaller increases in expense in various categories as we continue to support our business growth.  2013 expenses were also impacted by the CSC Credit Services Acquisition which contributed approximately $19 million of incremental selling, general and administrative expenses some of which are transitional expenses as we integrate the business. These expenses were partially offset by the $38.7 million non-cash pension settlement charge that occurred in the fourth quarter of 2012 and declines in incentive costs.  The impact of changes in foreign currency exchange rates decreased our selling, general and administrative expenses by $4.4 million.
 
The increase in selling, general and administrative expenses in 2012, as compared to 2011, included a $38.7 million non-cash pension settlement charge that occurred in the fourth quarter of 2012. The remaining increase was primarily due to increased salary, incentive, and professional and contractor services expenses of $66.4 million as well as higher marketing and other expenses partially offset by decreases in expenses related to the deconsolidation of our Brazilian business.  The impact of changes in foreign currency exchange rates decreased our selling, general and administrative expenses by $2.7 million.
 
Depreciation and Amortization.    The increase in depreciation and amortization expense in 2013, as compared to 2012, was driven by $49.1 million of incremental expense resulting from the CSC Credit Services Acquisition primarily related to amortization of purchased intangibles.  The CSC Credit Services Acquisition amortization is partially offset by certain purchased intangible assets related to the TALX acquisition in 2007 that became fully amortized during the second quarter of 2013 as well as other miscellaneous purchased intangible assets that fully depreciated during 2013.
 
The slight decrease in depreciation and amortization expense in 2012, as compared to 2011, is primarily due to the decline in amortization of certain purchased intangibles acquired as part of the TALX acquisition in 2007, which fully amortized during the second quarter of 2011, and the amortization and depreciation decrease resulting from the deconsolidation of our Brazilian business.  This decrease was partially offset by our two 2011 acquisitions within Workforce Solutions.
 
Operating Income and Operating Margin
 
 
 
Twelve Months Ended December 31,
 
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2013 vs. 2012
 
 
2012 vs. 2011
 
Operating Income and Operating Margin
 
2013
 
 
2012
 
 
2011
 
 
$
 
%
 
 
$
 
%
 
 
 
(Dollars in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated operating revenue
 
$
2,303.9
 
 
$
2,073.0
 
 
$
1,893.2
 
 
$
230.9
 
11
%
 
$
179.8
 
9
%
Consolidated operating expenses
 
 
(1,692.7
)
 
 
(1,593.0
)
 
 
(1,424.6
)
 
 
(99.7)
 
6
%
 
 
(168.4)
 
12
%
Consolidated operating income
 
$
611.2
 
 
$
480.0
 
 
$
468.6
 
 
$
131.2
 
27
%
 
$
11.4
 
2
%
Consolidated operating margin
 
 
26.5
%
 
 
23.2
%
 
 
24.8
%
 
 
 
 
3.3
pts
 
 
 
 
-1.6
pts
 
In 2013, operating income  increased faster than revenue due to margin improvements in our Workforce Solutions, North America Personal Solutions and North America Commercial Solutions businesses, reflecting rapid revenue growth and the ability to leverage our existing cost base. Operating income in 2012 was also negatively impacted by the $38.7 million pension settlement recorded during the fourth quarter of 2012.
 
In 2012, operating expenses increased at a slightly faster rate than revenue, and operating income increased at a lower rate than revenue, due to a $38.7 million pension settlement recorded during the fourth quarter of 2012, partially offset by improvements in margins in four of our business segments. The overall operating margin decreased in 2012 compared to the prior year period due primarily to the pension settlement in 2012 which negatively impacted margin by 180 basis points, and by increases in corporate expenses other than the pension settlement, which increased faster than revenues. These negative impacts on operating margin were partially offset by improvements in margins in our USCIS, International, Workforce Solutions and Personal Solutions businesses, driven by revenue growth.
 
 
31

 
Other Expense, Net
 
 
 
Twelve Months Ended December 31,
 
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2013 vs. 2012
 
 
2012 vs. 2011
 
Other Expense, Net
 
2013
 
 
2012
 
 
2011
 
 
$
 
%
 
 
$
 
%
 
 
 
(Dollars in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated interest expense
 
$
70.2
 
 
$
55.4
 
 
$
55.1
 
 
$
14.8
 
27
%
 
$
0.3
 
1
%
Consolidated other expense (income), net
 
 
10.6
 
 
 
(6.7
)
 
 
7.6
 
 
 
17.3
 
nm
 
 
 
(14.3)
 
nm
 
Consolidated other expense, net
 
$
80.8
 
 
$
48.7
 
 
$
62.7
 
 
$
32.1
 
66
%
 
$
(14.0)
 
-22
%
Average cost of debt
 
 
4.6
%
 
 
5.3
%
 
 
5.5
%
 
 
 
 
 
 
 
 
 
 
 
 
Total consolidated debt, net, at year end
 
$
1,442.0
 
 
$
1,730.7
 
 
$
1,013.2
 
 
$
(288.7)
 
-17
%
 
$
717.5
 
71
%
 
Interest expense increased in 2013, when compared to 2012, due primarily to the issuance of $500 million of 3.30% ten-year senior notes in December 2012 to fund the CSC Credit Services Acquisition.  Our consolidated debt balance decreased, as compared to the prior year, as a result of paying down $265.0 million of commercial paper during 2013 that was used to partially fund the CSC Credit Services Acquisition.  The decrease in the average cost of debt for 2013 is due to the issuance of the $500 million senior notes at a low interest rate and additional low rate commercial paper outstanding on average, which caused the average cost of debt to decrease as compared to the prior year.
 
Interest expense increased slightly in 2012, when compared to the same period in 2011, due to the issuance of $500 million of 3.30% ten-year senior notes in December 2012. Our consolidated debt balance increased at December 31, 2012, as a result of the issuance of $500 million of 3.30% senior notes and additional borrowings in the form of commercial paper to partially fund the acquisition of CSC Credit Services. The decrease in the average cost of debt for 2012 is due to the issuance of the $500 million Senior Notes at a low interest rate and additional low rate commercial paper outstanding on average year to date, which caused the average cost of debt to decrease as compared to the prior year period.
 
The increase in other expense (income), net, in 2013 is due to the impairment of our cost method investment representing a 15% equity interest in Boa Vista Servicos S.A. (“BVS”) recorded in 2013.   During the fourth quarter of 2013, the management of BVS revised its near-term outlook and its operating plans to reflect reduced near-term market expectations for credit information services in Brazil and increased investment needed to achieve its strategic objectives.  As a result of these changes, and the associated near-term changes in cash flow expected from the business, we recorded a 40 million Brazilian Reais ($17.0 million) impairment of our original investment of 130 million Brazilian Reais.  If the economic growth in Brazil remains at lower than trend levels for an extended period or if BVS is unsuccessful in effectively implementing its strategy, further write-downs could be recognized in future periods.
 
Other expense (income), net in 2013 also includes $6.5 million in foreign exchange losses related to dividends declared by our subsidiary in Argentina and losses incurred in repatriating these funds.  These expenses were partially offset by an increase in our equity in the earnings of our Russian joint venture.
 
Other expense (income), net, from continuing operations for 2012, decreased $14.3 million, as compared to the prior year periods. The decrease is primarily due to the merger of our Brazilian business during the second quarter of 2011. On May 31, 2011, we completed the merger of our Brazilian business with BVS, which was accounted for as a sale and deconsolidated, in exchange for a 15% equity interest in BVS (the “Brazilian Transaction”).  We recorded a $10.3 million pre-tax loss on the Brazilian Transaction in other expense (income), net. Other expense, net, was also reduced in 2012 by higher income from our minority investment in Russia and interest earned on higher cash balances during 2012.
 
 
32

 
Income Taxes
 
 
 
Twelve Months Ended December 31,
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2013 vs. 2012
 
 
2012 vs. 2011
 
Provision for Income Taxes
 
2013
 
 
2012
 
 
2011
 
 
$
 
%
 
 
$
 
%
 
 
 
(Dollars in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated provision for income taxes
 
$
188.9
 
 
$
156.0
 
 
$
167.1
 
 
$
32.9
 
21
%
 
$
(11.1)
 
-7
%
Effective income tax rate
 
 
35.6
%
 
 
36.2
%
 
 
41.2
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Our effective tax rate was 35.6% for 2013, down from 36.2% for the same period in 2012.  The 2013 rate benefitted by 3.7% as compared to the 2012 rate due to the unfavorable impact in 2012 of certain one-time effects caused by certain international tax planning implemented during 2012.  This was offset by a one-time 2.8% benefit in 2012 associated with a tax method change approved by tax authorities in 2012.  The 2013 effective rate increased by 0.6% as compared to 2012 due to increases in state income tax rates, which become effective in 2013. We expect our effective tax rate in 2014 to be in the range of 36% to 37%.
 
Our effective rate was 36.2% for 2012, down from 41.2% for the same period in 2011. The 2011 rate was higher primarily due to the impact of the Brazilian Transaction which increased our effective rate by 5.2%. In addition, the 2012 rate increased by 4.7% compared to the prior year due the one-time effects of certain international tax planning implemented during the year. This was offset by a 3.5% one-time benefit associated with a tax method change approved by tax authorities in 2012. In addition, the 2012 rate benefitted from certain federal, state and international benefits that we do not expect to recur in future years.
 
Net Income
 
 
 
Twelve Months Ended December 31,
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
2013 vs. 2012
 
 
2012 vs. 2011
 
Net Income
 
2013
 
2012
 
2011
 
$
 
%
 
 
$
 
%
 
 
 
(In millions, except per share amounts)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated operating income
 
$
611.2
 
$
480.0
 
$
468.6
 
$
131.2
 
27
%
 
$
11.4
 
2
%
Consolidated other expense, net
 
 
(80.8)
 
 
(48.7)
 
 
(62.7)
 
 
(32.1)
 
66
%
 
 
14.0
 
-22
%
Consolidated provision for income taxes
 
 
(188.9)
 
 
(156.0)
 
 
(167.1)
 
 
(32.9)
 
21
%
 
 
11.1
 
-7
%
Consolidated net income from continuing operations
 
 
341.5
 
 
275.3
 
 
238.8
 
 
66.2
 
24
%
 
 
36.5
 
15
%
Discontinued operations, net of tax
 
 
18.4
 
 
5.5
 
 
2.9
 
 
12.9
 
230
%
 
 
2.6
 
92
%
Net income attributable to noncontrolling interests
 
 
(8.1)
 
 
(8.7)
 
 
(8.8)
 
 
0.6
 
-7
%
 
 
0.1
 
-2
%
Net income attributable to Equifax
 
$
351.8
 
$
272.1
 
$
232.9
 
$
79.7
 
29
%
 
$
39.2
 
17
%
Diluted earnings per common share
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income from continuing operations attributable to Equifax
 
$
2.69
 
$
2.18
 
$
1.86
 
$
0.51
 
23
%
 
$
0.32
 
17
%
Discontinued operations attributable to Equifax
 
 
0.15
 
 
0.04
 
 
0.02
 
$
0.11
 
231
%
 
$
0.02
 
100
%
Net income attributable to Equifax
 
$
2.84
 
$
2.22
 
$
1.88
 
$
0.62
 
28
%
 
$
0.34
 
18
%
Weighted-average shares used in computing
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
diluted earnings per share
 
 
123.7
 
 
122.5
 
 
123.7
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated net income from continuing operations increased by $66.2 million, or 24%, in 2013 compared to 2012 due to increased operating income in all five of our operating segments, net of associated income taxes and higher interest expense as a result of our CSC Credit Services Acquisition. Net income attributable to Equifax for 2013, as compared to the prior year, also benefitted from increased income from discontinued operations, driven by an $18.4 million gain, after tax, on the sale of our Talent Management Services and Equifax Settlement Services business lines. This gain was primarily the result of an income tax benefit of $18.1 million, including $14.3 million of current tax benefits.  This increase was partially offset by the absence of earnings from the discontinued operations which benefitted the prior year period.
 
Consolidated net income from continuing operations increased $36.5 million, or 15%, in 2012 compared to 2011 due primarily to an $11.4 million increase in operating income in 2012, driven by improvements in four of our five business segments, and the $27.8 million loss recorded on the Brazilian Transaction (reflected in other expense and income tax expense, as previously described) in 2011, for which no comparable losses were incurred in 2012.
 
 
33

 
Segment Financial Results
 
U.S. Consumer Information Solutions
 
 
 
Twelve Months Ended December 31,
 
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2013 vs. 2012
 
 
2012 vs. 2011
 
U.S. Consumer Information Solutions
 
2013
 
 
2012
 
 
2011
 
 
$
 
%
 
 
$
 
%
 
 
 
(Dollars in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Online Consumer Information Solutions
 
$
714.3
 
 
$
626.0
 
 
$
536.6
 
 
$
88.3
 
14
%
 
$
89.4
 
17
%
Mortgage Solutions
 
 
114.3
 
 
 
94.5
 
 
 
75.1
 
 
 
19.8
 
21
%
 
 
19.4
 
26
%
Consumer Financial Marketing Services
 
 
184.8
 
 
 
148.8
 
 
 
153.3
 
 
 
36.0
 
24
%
 
 
(4.5)
 
-3
%
Total operating revenue
 
$
1,013.4
 
 
$
869.3
 
 
$
765.0
 
 
$
144.1
 
17
%
 
$
104.3
 
14
%
% of consolidated revenue
 
 
44
%
 
 
42
%
 
 
40
%
 
 
 
 
 
 
 
 
 
 
 
 
Total operating income
 
$
397.8
 
 
$
345.2
 
 
$
298.9
 
 
$
52.6
 
15
%
 
$
46.3
 
15
%
Operating margin
 
 
39.3
%
 
 
39.7
%
 
 
39.1
%
 
 
 
 
-0.4
pts
 
 
 
 
0.6
pts
 
U.S. Consumer Information Solutions revenue increased 17% in 2013 as compared to the prior year. The CSC Credit Services Acquisition contributed 14% of the revenue growth in 2013.  The remaining growth resulted from mid-single digit percentage growth from core non-mortgage products and from strategic product, market penetration and pricing initiatives in the mortgage market more than offsetting a 2% decline from lower mortgage market activity in 2013.
 
The increase in revenue in 2012 as compared to 2011 was due to the impact of a high level of mortgage activity as well as certain new product, pricing and market penetration initiatives implemented during 2011 and into 2012.
 
OCIS.   Revenue for 2013 increased 14% when compared to the prior year.  This increase was driven primarily by the incremental revenue from the CSC Credit Services Acquisition as compared to the prior year. Excluding the CSC Credit Services Acquisition, revenue increased 1% in 2013 as compared to a year ago. A 3% decline in 2013 in organic credit report transaction volume compared to the prior year was due to a decline in mortgage-related credit report volume and lower volume from select high volume but lower priced accounts in the financial services market as well as changes in usage in the telecommunications sector.  This was offset by higher average unit revenue due to pricing initiatives and more favorable mix.
 
2012 revenue increased 17% when compared to the prior year.  About half of the increase resulted from increased volume and improved pricing in mortgage end-use markets, while the other half came predominantly from pricing and new product initiatives. For the year, core credit decision transaction volume increased by 4% while average revenue per transaction increased by 9%, resulting from the increase in mortgage volume (at higher than average pricing) as a share of our overall mix and from specific market segment pricing initiatives, while the remainder of our 17% growth came from products billed on a subscription basis and other revenue sources.
 
Mortgage Solutions.   Revenue increased 21% in 2013 when compared to the prior year period, due primarily to the incremental revenue resulting from the CSC Credit Services Acquisition which contributed 18% of the growth in 2013. Revenue also benefitted from increased new product sales and market share gains from existing customers. Revenue increased in 2012 when compared to 2011 due primarily to increased sales in core mortgage reporting services as a result of higher mortgage refinancings stimulated by historically low mortgage interest rates; the sale of new mortgage information products which help lenders better manage risk; and growth in settlement services revenue as a result of the favorable market conditions and increased market share from existing customers.
 
Consumer Financial Marketing Services.   Revenue increased $36.0 million, or 24%, in 2013, as compared to 2012. Revenue related to the CSC Credit Services Acquisition contributed approximately 11% of the revenue growth in 2013, with the remainder coming from account acquisition and analytical services products delivered to members of our key client program. Revenue also benefitted from the collection of certain reserved billings related to both 2013 and 2012.  Revenue decreased in 2012, as compared to 2011, resulting from a decline in demand for wealth-based consumer information services due to reductions in their use for credit marketing by some large financial institutions. This decrease was partially offset in by growth in traditional credit-based pre-screen revenue and increased portfolio management revenue.
 
U.S. Consumer Information Solutions Operating Margin.   USCIS operating margin decreased to 39.3% in 2013 as compared to 2012. Margin expansion from revenue growth was more than offset by increased depreciation and amortization expense and certain transitional expenses, both related to the CSC Credit Services Acquisition, and increased investments in growth initiatives. The increased depreciation and amortization expense was primarily a result of the additional $49.1 million in 2013 of acquisition-related amortization expense related to the CSC Credit Services Acquisition. In 2012, USCIS operating margins increased 60 basis points to 39.7% due to the benefits of strong revenue growth in a business with significant fixed costs.
 
 
34

 
International
 
 
 
Twelve Months Ended December 31,
 
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2013 vs. 2012
 
 
2012 vs. 2011
 
International
 
2013
 
 
2012
 
 
2011
 
 
$
 
%
 
 
$
 
%
 
 
 
(Dollars in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Latin America
 
$
194.3
 
 
$
187.4
 
 
$
208.8
 
 
$
6.9
 
4
%
 
$
(21.4)
 
-10
%
Europe
 
 
188.0
 
 
 
169.7
 
 
 
158.7
 
 
 
18.3
 
11
%
 
 
11.0
 
7
%
Canada Consumer
 
 
131.2
 
 
 
129.1
 
 
 
125.4
 
 
 
2.1
 
2
%
 
 
3.7
 
3
%
Total operating revenue
 
$
513.5
 
 
$
486.2
 
 
$
492.9
 
 
$
27.3
 
6
%
 
$
(6.7)
 
-1
%
% of consolidated revenue
 
 
22
%
 
 
24
%
 
 
26
%
 
 
 
 
 
 
 
 
 
 
 
 
Total operating income
 
$
148.1
 
 
$
143.8
 
 
$
132.2
 
 
$
4.3
 
3
%
 
$
11.6
 
9
%
Operating margin
 
 
28.8
%