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To further enhance our market share, during the twelve months
ended December 31, 2010, we completed four acquisitions totaling
$12.3 million. These transactions were in our International segment
and the results of these acquisitions are not material.
2009 Acquisitions 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, or Rapid, 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, or IXI, a provider
of consumer wealth and asset data, for $124.0 million. This acquisi-
tion 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 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 seg-
ment 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 associated with the
acquired company within the TALX segment. The earn-out payment
was measured on the completion of 2009 revenue targets and was
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.
Purchase Price Allocation. The following table summarizes the
estimated fair value of the net assets acquired and the liabilities
assumed at the acquisition dates. The 2010 allocations are
considered final, except for the resolution of certain contingencies
all of which existed at the acquisition date, primarily related to sales
tax exposures and income tax accounts, which will be resolved
when final returns are filed related to the acquired entities. Estimates
for these items have been included in the purchase price allocations
and will be finalized prior to the one year anniversary date of the
acquisitions.
December 31,
(In millions) 2010 2009
Current assets $ 6.0 $ 13.1
Property and equipment 0.3 1.9
Other assets 0.6 3.0
Identifiable intangible assets
(1)
30.6 83.9
Goodwill
(2)
47.5 116.7
Total assets acquired 85.0 218.6
Total liabilities assumed (8.0) (18.3)
Non-controlling interest (0.4)
Net assets acquired $76.6 $200.3
(1) Identifiable intangible assets are further disaggregated in the
table below.
(2) Of the goodwill resulting from 2010 and 2009 acquisitions,
$4.4 million and $39.6 million, respectively, is tax deductible.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS continued
EQUIFAX 2010 ANNUAL REPORT
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