Equifax 2010 Annual Report Download - page 25

Acquisitions, Divestitures and Investments
Net cash used in: Twelve Months Ended December 31, Change
(Dollars in millions) 2010 2009 2008 2010 vs. 2009 2009 vs. 2008
Acquisitions, net of cash acquired $ (82.6) $(196.0) $(27.4) $113.4 $(168.6)
Proceeds received from divestitures $181.7 $ — $— $181.7 $—
Investment in unconsolidated affiliates, net $ 1.7 $ (3.4) $ (3.7) $ 5.1 $ 0.3
2010 Acquisitions, Divestitures and Investments. On October 1,
2010, we acquired Anakam, Inc., a provider of large-scale, software-
based, multi-factor authentication solutions for $64.3 million. The
results of this acquisition are included in our U.S. Consumer Informa-
tion Solutions segment.
To further enhance our market share, during the twelve months
ended December 31, 2010, we completed four acquisitions totaling
$12.3 million, net of cash acquired. These transactions were in our
International segment and the results of these acquisitions are not
material.
During 2010, we resolved a contingent earn-out associated with a
2008 acquisition included in our TALX segment. The earn-out of
$6 million was measured on the completion of 2009 revenue targets
and was accrued at December 31, 2009.
On April 23, 2010, we sold our Equifax Enabling Technologies LLC
legal entity, consisting of our APPRO loan origination software busi-
ness (‘‘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 opera-
tions for all periods presented. The discontinued operations are
further described in Note 2 of the Notes to the Consolidated Financial
Statements in this report.
2009 Acquisitions, Divestitures and Investments. On
December 23, 2009, as a part of our long-term growth strategy
of expanding into emerging markets, we formed a joint venture,
Equifax Credit Information Services Private Limited, or ECIS, to
provide a broad range of credit data and information solutions in
India. We paid cash consideration of $5.2 million for our 49 percent
equity interest in ECIS.
On November 2, 2009, to further enhance our income and identity
verification service offerings, we acquired Rapid Reporting Verification
Company, a provider of IRS tax transcript information and social
security number authentication services, for $72.5 million. The results
of this acquisition have been included in our TALX operating segment
subsequent to the acquisition.
On October 27, 2009, we acquired IXI Corporation, a provider of
consumer wealth and asset data, for $124.0 million. This acquisition
enables us to offer more differentiated and in-depth consumer
income, wealth and other data to help our clients improve their
marketing, collections, portfolio management and customer manage-
ment efforts across different product segments. The results of this
acquisition have been included in our U.S. Consumer Information
Solutions operating segment subsequent to the acquisition date.
We financed these purchases through borrowings under our Senior
Credit Facility, which were subsequently refinanced through the issu-
ance in November 2009 of our 4.45%, five-year unsecured Senior
Notes. The 4.45% Senior Notes are further described in Note 5 of
the Notes to the Consolidated Financial Statements in this report.
On August 12, 2009, in order to enhance our Mortgage Solutions
business market share, we acquired certain assets and specified
liabilities of a small mortgage credit reporting reseller for cash
consideration of $3.8 million. The results of this acquisition have
been included in our U.S. Consumer Information Solutions segment
subsequent to the acquisition date.
2008 Acquisitions, Divestitures and Investments. To further
enhance our market share and grow our credit data business, during
the twelve months ended December 31, 2008, we completed nine
acquisitions and investments in a number of small businesses totaling
$27.4 million, net of cash acquired. Six of the transactions were in
our International segment, two within our U.S. Consumer Information
Solutions segment and one within our TALX segment. We recorded a
$6.0 million liability at December 31, 2009, with a corresponding
adjustment to goodwill, for the contingent earn-out payment associ-
ated with the acquired company within the TALX segment. The earn-
out payment was measured on the completion of 2009 revenue
targets and will be paid in 2010.
On June 30, 2008, as a part of our long-term growth strategy of
entering new geographies, we acquired a 28 percent equity interest
in Global Payments Credit Services LLC, or GPCS, a credit informa-
tion company in Russia, for cash consideration of $4.4 million, which
is now doing business as Equifax Credit Services, LLC in Russia.
Under our shareholders’ agreement, we have the option to acquire
up to an additional 22 percent interest in GPCS between 2011 and
2013 for cash consideration based on a formula for determining
equity value of the business and the assumption of certain debt,
subject to satisfaction of certain conditions.
For additional information about our acquisitions, see Note 3 of the
Notes to Consolidated Financial Statements in this report.
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