EXHIBIT 99.3

ITEM 8.                    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements

Management’s Report on Internal Control over Financial Reporting		2
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting		3
Report of Independent Registered Public Accounting Firm		4
Consolidated Statements of Income for each of the three years in the period ended December 31, 2006		5
Consolidated Balance Sheets at December 31, 2006 and 2005		6
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2006		7
Consolidated Statements of Shareholders’ Equity and Comprehensive Income (Loss) for each of the three years in the period ended December 31, 2006		8
Notes to Consolidated Financial Statements		10

 

1

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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of Equifax is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Equifax’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Internal control over financial reporting includes those written policies and procedures that:

·       Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Equifax;

·       Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles;

·       Provide reasonable assurance that receipts and expenditures of Equifax are being made only in accordance with authorization of management and the Board of Directors of Equifax; and

·       Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.

Internal control over financial reporting includes the controls themselves, monitoring and internal auditing practices, and actions taken to correct deficiencies as identified.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of Equifax’s internal control over financial reporting as of December 31, 2006. Management based this assessment on criteria for effective internal control over financial reporting described in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included an evaluation of the design of Equifax’s internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting. Management reviewed the results of its assessment with the Audit Committee of its Board of Directors.

Based on this assessment, management determined that, as of December 31, 2006, Equifax maintained effective internal control over financial reporting.

Ernst & Young LLP, an independent registered public accounting firm, who audited and reported on the consolidated financial statements of Equifax included in this report, has issued an attestation report on management’s assessment of internal control over financial reporting which is included on page 3 of this report.

2

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Board of Directors and
Shareholders of Equifax Inc.:

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, that Equifax Inc. and subsidiaries maintained effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Equifax Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that Equifax Inc. maintained effective internal control over financial reporting as of December 31, 2006 is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Equifax Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006 based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets as of December 31, 2006 and 2005, and the related consolidated statements of income, shareholders’ equity and comprehensive income (loss), and cash flows for each of the three years in the period ended December 31, 2006 of Equifax Inc. and subsidiaries and our report dated February 27, 2007 expressed an unqualified opinion thereon.

		/s/ Ernst & Young LLP
Atlanta, Georgia
February 27, 2007

 

3

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and
Shareholders of Equifax Inc.:

We have audited the accompanying consolidated balance sheets of Equifax Inc. and subsidiaries, as of December 31, 2006 and 2005, and the related consolidated statements of income, shareholders’ equity and comprehensive income (loss), and cash flows for each of the three years in the period ended December 31, 2006. Our audits also included the financial statement schedule listed in the index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Equifax Inc. and subsidiaries at December 31, 2006 and 2005, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2006, in conformity with U.S. generally accepted accounting principles. Also, in our opinion the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set therein.

As discussed in Notes 1, 2 and 9 of the Notes to the Consolidated Financial Statements, the Company adopted Statement of Financial Accounting Standards No. 123R, Share-Based Payment, and Statement of Financial Accounting Standards No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132R, in 2006.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Equifax Inc.’s internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2007 expressed an unqualified opinion thereon.

		/s/ Ernst & Young LLP
Atlanta, Georgia
February 27, 2007, except for paragraphs 6 and 30 of Note 1, paragraph 2 of Note 4, Note 14, and paragraph 1 of Note 15 as to which the date is May 3, 2007

 

4

EQUIFAX INC.
CONSOLIDATED STATEMENTS OF INCOME

		Twelve Months Ended December 31,
		2006			2005			2004
		(In millions, except per share amounts)
Operating revenue		$	1,546.3		$	1,443.4		$	1,272.8
Operating expenses:
Cost of services (exclusive of depreciation and amortization below)		626.4			594.2			533.9
Selling, general and administrative expenses		401.0			345.0			284.4
Depreciation and amortization		82.8			82.2			78.7
Total operating expenses		1,110.2			1,021.4			897.0
Operating income		436.1			422.0			375.8
Interest expense		(31.9		)	(35.6		)	(34.9		)
Minority interests in earnings, net of tax		(4.5		)	(4.9		)	(3.2		)
Other income, net		16.2			9.2			47.5
Income before income taxes		415.9			390.7			385.2
Provision for income taxes		(141.4		)	(144.2		)	(147.9		)
Income from continuing operations		274.5			246.5			237.3
Loss from discontinued operations, net of income tax benefit of $1.5 in 2004 (see Note 12)		—			—			(2.6		)
Net income		$	274.5		$	246.5		$	234.7
Basic earnings per common share:
Income from continuing operations		$	2.16		$	1.90		$	1.81
Loss from discontinued operations		—			—			(0.02		)
Net income		$	2.16		$	1.90		$	1.79
Shares used in computing basic earnings per share		127.1			129.7			131.3
Diluted earnings per common share:
Income from continuing operations		$	2.12		$	1.86		$	1.78
Loss from discontinued operations		—			—			(0.02		)
Net income		$	2.12		$	1.86		$	1.76
Shares used in computing diluted earnings per share		129.4			132.2			133.5
Dividends per common share		$	0.16		$	0.15		$	0.11

 

See Notes to Consolidated Financial Statements.

5

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EQUIFAX INC.
CONSOLIDATED BALANCE SHEETS

		December 31,
		2006			2005
		(In millions, except par values)
ASSETS
Current assets:
Cash and cash equivalents		$	67.8		$	37.5
Trade accounts receivable, net of allowance for doubtful accounts of $8.7 and $9.6 at December 31, 2006 and 2005, respectively		244.8			216.0
Prepaid expenses		21.5			17.9
Other current assets		11.1			9.0
Total current assets		345.2			280.4
Property and equipment:
Capitalized internal-use software and system costs		243.8			205.9
Data processing equipment and furniture		132.2			124.5
Land, buildings and improvements		29.7			29.1
Total property and equipment		405.7			359.5
Less accumulated depreciation and amortization		(243.8		)	(202.7		)
Total property and equipment, net		161.9			156.8
Goodwill		842.0			791.2
Indefinite-lived intangible assets		95.2			95.0
Purchased intangible assets, net		242.2			263.4
Prepaid pension asset		47.7			183.7
Other assets, net		56.4			61.0
Total assets		$	1,790.6		$	1,831.5
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt and current maturities		$	330.0		$	92.3
Accounts payable		23.5			5.9
Accrued expenses		62.0			54.0
Accrued salaries and bonuses		41.9			40.7
Deferred revenue		62.7			49.2
Other current liabilities		62.0			52.4
Total current liabilities		582.1			294.5
Long-term debt		173.9			463.8
Deferred income tax liabilities, net		70.8			126.1
Long-term pension and other postretirement benefit liabilities		65.3			56.2
Other long-term liabilities		60.4			70.6
Total liabilities		952.5			1,011.2
Commitments and Contingencies (see Note 6)
Shareholders’ equity:
Preferred stock, $0.01 par value: Authorized shares—10.0; Issued shares—none		—			—
Common stock, $1.25 par value: Authorized shares—300.0; Issued shares—186.3 and 185.2 at December 31, 2006 and 2005, respectively; Outstanding shares—124.7 and 129.2 at December 31, 2006 and 2005, respectively		232.9			231.5
Paid-in capital		609.2			559.0
Retained earnings		1,778.6			1,525.1
Accumulated other comprehensive loss		(232.2		)	(157.8		)
Treasury stock, at cost, 57.7 shares and 51.7 shares at December 31, 2006 and 2005, respectively		(1,490.9		)	(1,274.6		)
Stock held by employee benefits trusts, at cost, 3.9 shares and 4.3 shares at December 31, 2006 and 2005, respectively		(59.5		)	(62.9		)
Total shareholders’ equity		838.1			820.3
Total liabilities and shareholders’ equity		$	1,790.6		$	1,831.5

 

See Notes to Consolidated Financial Statements.

6

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EQUIFAX INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

		Twelve Months Ended
		December 31,
		2006			2005			2004
		(In millions)
Operating activities:
Net income		$	274.5		$	246.5		$	234.7
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		82.8			82.2			78.7
Gain on sale of investment in Intersections Inc.		—			—			(36.8		)
Loss from discontinued operations		—			—			2.6
Stock-based compensation expense		17.4			8.2			2.4
Tax effects of stock-based compensation plans		8.9			18.1			5.9
Excess tax benefits from stock-based compensation plans		(5.0		)	—			—
Asset impairment and related charges		—			—			2.4
Deferred income taxes		(2.6		)	11.8			25.3
Changes in assets and liabilities, excluding effects of acquisitions:
Accounts receivable, net		(22.8		)	(14.3		)	(17.2		)
Prepaid expenses and other current assets		(2.4		)	10.5			7.9
Other assets		(1.6		)	0.5			(7.2		)
Current liabilities, excluding debt		49.1			(14.0		)	7.6
Other long-term liabilities, excluding debt		(24.0		)	(11.7		)	2.7
Cash provided by operating activities		374.3			337.8			309.0
Investing activities:
Capital expenditures		(52.0		)	(46.2		)	(47.5		)
Acquisitions, net of cash acquired		(34.4		)	(121.8		)	(17.4		)
Proceeds from sale of investments		—			10.1			59.4
Other		(0.4		)	—			(1.0		)
Cash used in investing activities		(86.8		)	(157.9		)	(6.5		)
Financing activities:
Net short-term (repayments) borrowings		(12.2		)	92.3			(22.5		)
Net (repayments) borrowings under long-term revolving credit facilities		(40.0		)	65.0			(138.0		)
Payments on long-term debt		—			(250.0		)	(0.6		)
Treasury stock purchases		(215.2		)	(144.0		)	(138.0		)
Dividends paid		(20.3		)	(20.2		)	(15.0		)
Proceeds from exercise of stock options		26.1			62.8			28.1
Excess tax benefits from stock-based compensation plans		5.0			—			—
Other		(0.6		)	0.6			(3.0		)
Cash used in financing activities		(257.2		)	(193.5		)	(289.0		)
Effect of foreign currency exchange rates on cash and cash equivalents		—			(1.0		)	(1.2		)
Cash provided by discontinued operations (see Note 12)		—			—			1.7
Increase (decrease) in cash and cash equivalents		30.3			(14.6		)	14.0
Cash and cash equivalents, beginning of period		37.5			52.1			38.1
Cash and cash equivalents, end of period		$	67.8		$	37.5		$	52.1

 

See Notes to Consolidated Financial Statements.

7

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EQUIFAX INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND
COMPREHENSIVE INCOME (LOSS)

																			Stock
													Accumulated						Held By
		Common Stock											Other						Employee				Total
		Shares					Paid-In			Retained			Comprehensive			Treasury			Benefits				Shareholders’
		Outstanding		Amount			Capital			Earnings			Loss			Stock			Trusts				Equity
		(In millions, except per share amounts)
Balance, December 31, 2003		132.7		$	225.5		$	432.5		$	1,079.0		$	(296.1	)	$	(995.5	)		$	(73.9	)	$	371.5
Net income		—		—			—			234.7			—			—				—			234.7
Other comprehensive income		—		—			—			—			29.1			—				—			29.1
Shares issued under stock plans		2.1		2.0			25.7			—			—			—				4.7			32.4
Treasury stock purchased under share repurchase program ($25.57 per share)		(5.4	)	—			—			—			—			(138.0		)		—			(138.0		)
Cash dividends ($0.11 per share)		—		—			—			(15.0		)	—			—				—			(15.0		)
Stock-based compensation expense		—		—			2.4			—			—			—				—			2.4
Tax effects of stock-based compensation plans		—		—			5.9			—			—			—				—			5.9
Dividends paid to employee benefits trust		—		—			0.4			—			—			—				—			0.4
Balance, December 31, 2004		129.4		$	227.5		$	466.9		$	1,298.8	*	$	(267.0	)	$	(1,133.4	)*		$	(69.2	)	$	523.6	*
Net income		—		—			—			246.5			—			—				—			246.5
Other comprehensive income		—		—			—			—			109.2			—				—			109.2
Shares issued under stock plans		3.2		4.0			61.2			—			—			—				—			65.2
Shares issued under benefits plans		0.6		—			—			—			—			—				6.3			6.3
Treasury stock issued for an acquisition		0.4		—			4.0			—			—			10.7				—			14.7
Other treasury stock purchases**		(0.2	)	—			—			—			—			(7.9		)		—			(7.9		)
Treasury stock purchased under share repurchase program ($34.45 per share)		(4.2	)	—			—			—			—			(144.0		)		—			(144.0		)
Cash dividends ($0.15 per share)		—		—			—			(20.2		)	—			—				—			(20.2		)
Stock-based compensation expense		—		—			8.2			—			—			—				—			8.2
Tax effects of stock-based compensation plans		—		—			18.1			—			—			—				—			18.1
Dividends paid to employee benefits trust		—		—			0.6			—			—			—				—			0.6
Balance, December 31, 2005		129.2		$	231.5		$	559.0		$	1,525.1		$	(157.8	)	$	(1,274.6	)		$	(62.9	)	$	820.3
Net income		—		—			—			274.5			—			—				—			274.5
Other comprehensive income		—		—			—			—			36.3			—				—			36.3
Adjustment to initially apply SFAS 158, net of tax		—		—			—			—			(110.7		)	—				—			(110.7		)
Shares issued under stock plans		1.0		1.2			19.0			—			—			—				—			20.2
Shares issued under benefits plans		0.3		—			3.6			—			—			—				3.1			6.7
Treasury stock traded for option price		—		—			0.2			—			—			(1.1		)		—			(0.9		)
Treasury stock traded for minimum tax withholdings		—		—			(0.2		)	—			—			(2.5		)		—			(2.7		)
Treasury stock purchased under share repurchase program ($35.64 per share)***		(6.0	)	—			—			—			—			(212.7		)		—			(212.7		)
Cash dividends ($0.16 per share)		—		—			—			(21.0		)	—			—				—			(21.0		)
Dividends paid to employee benefits trust		—		—			0.7			—			—			—				—			0.7
Stock-based compensation expense		—		—			17.4			—			—			—				—			17.4
Tax effects of stock-based compensation plans		—		—			8.9			—			—			—				—			8.9
Other		0.2		0.2			0.6			—			—			—				0.3			1.1
Balance, December 31, 2006		124.7		$	232.9		$	609.2		$	1,778.6		$	(232.2	)	$	(1,490.9	)		$	(59.5	)	$	838.1

 

*                    does not total due to rounding

**             Represents treasury stock traded for minimum tax withholdings and common stock tendered by employees exercising stock options.

***      At December 31, 2006, $132.6 million was authorized for future repurchases of our common stock. In February 2007, our Board of Directors amended the plan to authorize an additional repurchase of $650.0 million of our common stock.

See Notes to Consolidated Financial Statements.

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Accumulated Other Comprehensive Loss consists of the following components:

		December 31,
		2006			2005			2004
		(In millions)
Foreign currency translation		$	(113.2	)	$	(140.1	)	$	(148.2	)
Minimum pension liability, net of accumulated tax of $4.5, $10.0, and $70.2 in 2006, 2005 and 2004, respectively		(7.7		)	(16.7		)	(117.0		)
Adjustment to initially apply SFAS 158 in 2006, net of accumulated tax of $63.8 (see Note 9)		(110.7		)	—			—
Cash flow hedging transactions, net of tax of $0.4, $0.6, and $1.1 in 2006, 2005 and 2004, respectively		(0.6		)	(1.0		)	(1.8		)
Accumulated other comprehensive loss		$	(232.2	)	$	(157.8	)	$	(267.0	)

 

Comprehensive Income is as follows:

		Twelve Months Ended December 31,
		2006			2005			2004
		(In millions)
Net income		$	274.5		$	246.5		$	234.7
Other comprehensive income (loss):
Foreign currency translation adjustment		26.9			8.1			29.5
Reclassification adjustment for the gain on sale of discontinued operations		—			—			(4.0		)
Minimum pension liability adjustment		9.0			100.3			3.1
Change in cumulative loss from cash flow hedging transactions		0.4			0.8			0.5
Comprehensive income		$	310.8		$	355.7		$	263.8

 

See Notes to Consolidated Financial Statements.

9

EQUIFAX INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.      SUMMMARY OF SIGNIFICANT ACCOUNTING POLICIES

As used herein, the terms “Equifax,” “the Company,” “we,” “our” and “us” refer to Equifax Inc., a Georgia corporation, and its consolidated subsidiaries as a combined entity, except where it is clear that the terms mean only Equifax Inc.

Nature of Operations.   We collect, organize and manage various types of financial, demographic and marketing information. Our products and services enable businesses to make credit and service decisions, manage their portfolio risk and develop marketing strategies concerning consumers and commercial enterprises. We serve customers across a wide range of industries, including the financial services, mortgage, retail, telecommunications, utilities, automotive, brokerage, healthcare and insurance industries, as well as government agencies. We also enable consumers to manage and protect their financial health through a portfolio of products offered directly to consumers. As of December 31, 2006, we operated in 14 countries: Argentina, Brazil, Canada, Chile, Costa Rica, El Salvador, Honduras, Peru, Portugal, the Republic of Ireland, Spain, the United Kingdom (“U.K.”), Uruguay, and the U.S.

We develop, maintain and enhance secured proprietary information databases through the compilation of accounts receivable information about consumers and businesses that we obtain from a variety of sources, such as credit granting institutions, public record information (including bankruptcies, liens and judgments) and marketing information from surveys and warranty cards. We process this information utilizing our proprietary information management systems.

Basis of Consolidation.   Our Consolidated Financial Statements and the accompanying notes, which are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), include Equifax and all its subsidiaries. We consolidate all majority-owned and controlled subsidiaries as well as variable interest entities in which we are the primary beneficiary as defined by Financial Accounting Standards Board (“FASB”) Interpretation (“FIN”) No. 46R, “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51.” Other parties’ interests in consolidated entities are reported as minority interests. We use the equity method of accounting for investments in which we are able to exercise significant influence and use the cost method for all other investments. All significant intercompany transactions and balances are eliminated.

We have reclassified certain prior period amounts in our Consolidated Financial Statements to conform to the current period presentation, including the reclassification of prior year amounts related to the presentation of purchased software from other assets, net, to capitalized internal-use software and system costs on our Consolidated Balance Sheets. The purchased software balance and related accumulated amortization was $59.0 million and $33.3 million, respectively, at December 31, 2006, and $43.5 million and $23.7 million, respectively, at December 31, 2005.

Segments.   We manage our business globally through the following four reportable segments, which are the same as our operating segments: U.S. Consumer Information Solutions, North America Personal Solutions, North America Commercial Solutions and International. U.S. Consumer Information Solutions is our largest reportable segment, with 63% of total operating revenue during the twelve

10

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months ended December 31, 2006. Our foreign operations are principally located in Canada, the U.K. and Brazil. See Note 14 for additional information about our segments.

Use of Estimates.   The preparation of our Consolidated Financial Statements requires us to make estimates and assumptions in accordance with GAAP. Accordingly, we make these estimates and assumptions after exercising judgment. We believe that the estimates and assumptions inherent in our Consolidated Financial Statements are reasonable, based upon information available to us at the time they are made. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities at the date of the financial statements, as well as reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates.

Revenue Recognition and Deferred Revenue.   Revenue is recognized when persuasive evidence of an arrangement exists, collectibility of arrangement consideration is reasonably assured, the arrangement fees are fixed or determinable and delivery of the product or service has been completed. A significant portion of our revenue is derived from our processing of transactions related to the provision of information services to our customers, in which case revenue is recognized, assuming all other revenue recognition criteria are met, when the service is provided. A smaller portion of our revenues relate to subscription-based contracts under which a customer pays a preset fee for a predetermined or unlimited number of transactions or services provided during the subscription period, generally one year. Revenue related to subscription-based contracts having a preset number of transactions is recognized as the services are provided, using an effective transaction rate as the actual transactions are completed. Any remaining revenue related to unfulfilled units is not recognized until the end of the related contract’s subscription period. Revenue related to subscription-based contracts having an unlimited volume is recognized ratably during the contract term.

If at the outset of an arrangement, we determine that collectibility is not reasonably assured, revenue is deferred until the earlier of when collectibility becomes probable or the receipt of payment. If there is uncertainty as to the customer’s acceptance of our deliverables, revenue is not recognized until the earlier of receipt of customer acceptance or expiration of the acceptance period. If at the outset of an arrangement, we determine that the arrangement fee is not fixed or determinable, revenue is deferred until the arrangement fee becomes estimable, assuming all other revenue recognition criteria have been met. The determination of certain of our marketing information services revenue requires the use of estimates, principally related to transaction volumes in instances where these volumes are reported to us by our clients on a monthly basis in arrears. In these instances, we estimate transaction volumes based on average actual reported volumes reported by our customers in the past. Differences between our estimates and actual final volumes reported are recorded in the period in which actual volumes are reported. We have not experienced significant variances between our estimates and actual reported volumes in the past. We monitor actual volumes to ensure that we will continue to make reasonable estimates in the future. If we determine that we are unable to make reasonable future estimates, revenue may be deferred until actual customer data is obtained.

We have certain information solution offerings that are sold as multiple element arrangements. The multiple elements may include consumer or commercial information, file updates for certain solutions, services provided by our enabling technologies personnel, training services and/or statistical models. To account for each of these elements separately, the delivered elements must have stand-alone value to our customer, and there must exist objective and reliable evidence of the fair value for any undelivered

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elements. For certain customer contracts, the total arrangement fee is allocated to the undelivered elements based on their fair values and to the initial delivered elements using the residual method. If we are unable to unbundle the arrangement into separate elements for accounting, we apply one of the accounting policies described above. This may lead to the arrangement consideration being recognized as the final contract element is delivered to our customer.

Many of our multiple element arrangements involve the delivery of services generated by a combination of our consumer, commercial or marketing information services. No individual information service impacts the value or usage of other information services included in an arrangement and each service can be sold alone or purchased from another vendor without affecting the quality of use or value to the customer of the other information services included in the arrangement. Some of our products require the development of interfaces or platforms by our enabling technologies personnel that allow our customers to interact with our proprietary information databases. These development services do not meet the requirement for having stand-alone value, thus any related development fees are deferred when billed and are recognized over the expected period of benefit of the related customer contract. Revenue from the provision of statistical models is recognized as the service is provided and accepted, assuming all other revenue recognition criteria are met.

We record revenue on a net basis for those sales in which we have in substance acted as an agent or broker in the transaction.

Deferred revenue consists of amounts billed in excess of revenue recognized on sales of our information services relating generally to the deferral of subscription fees and arrangement consideration from elements not meeting the criteria for having stand-alone value discussed above. Deferred revenues are subsequently recorded as revenue in accordance with our revenue recognition policies.

Cost of Services.   Cost of services consist primarily of (1) data acquisition and royalty fees; (2) customer service costs, which include: personnel costs to collect, maintain and update our proprietary databases, to develop and maintain software application platforms and to provide consumer and customer call center support; (3) hardware and software expense associated with transaction processing systems; (4) telecommunication and computer network expense; and (5) occupancy costs associated with facilities where these functions are performed by Equifax employees.

Selling, General and Administrative Expenses.   Selling, general and administrative expenses consist primarily of personnel-related costs, fees for professional and consulting services, and advertising costs.

Advertising.   Advertising costs, which are expensed as incurred, totaled $31.6 million, $30.8 million, and $19.0 million during the twelve months ended December 31, 2006, 2005 and 2004, respectively.

Income Taxes.   In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes,” we account for income taxes under the liability method. Deferred income tax assets and liabilities are determined based on the estimated future tax effects of temporary differences between the financial statement and tax bases of assets and liabilities, as measured by current enacted tax rates. We periodically assess whether it is more likely than not that we will generate sufficient taxable income to realize our deferred tax assets. We record a valuation allowance, as necessary, to reduce our deferred tax assets to the amount of future tax benefit that we estimate is more likely than not to be realized.

Our income tax provisions are based on assumptions and calculations which will be subject to examination by various tax authorities. We record tax benefits for positions that we believe are probable

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of being sustained under such examinations. Regularly, we assess the potential outcome of such examinations to determine the adequacy of our income tax accruals. We adjust our income tax provision during the period in which we determine that the actual results of the examinations may differ from our estimates. Changes in tax laws and rates are reflected in our income tax provision in the period in which they occur. See Note 7 for additional information about income taxes.

Earnings Per Share.   In accordance with SFAS No. 128, “Earnings per Share,” our basic earnings per share (“EPS”) is calculated as income from continuing operations or net income divided by the weighted-average number of common shares outstanding during the reporting period. Diluted EPS is calculated to reflect the potential dilution that would occur if stock options or other contracts to issue common stock were exercised and resulted in additional common shares outstanding. The income amounts used in both our basic and diluted EPS calculations are the same. A reconciliation of the weighted-average outstanding shares used in the two calculations is as follows:

		Twelve Months Ended December 31,
		2006		2005		2004
		(In millions)
Weighted-average shares outstanding (basic)		127.1		129.7		131.3
Effect of dilutive securities:
Stock options		1.8		2.1		1.6
Long-term incentive plans		0.5		0.4		0.6
Weighted-average shares outstanding (diluted)		129.4		132.2		133.5

 

For the twelve months ended December 31, 2006, 2005 and 2004, we excluded certain stock options from our EPS calculation because their effect on EPS was anti-dilutive. The number of stock options excluded from the EPS calculation was not material for all periods presented.

Cash Equivalents.   We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Trade Accounts Receivable and Allowance for Doubtful Accounts.   We do not recognize interest income on our trade accounts receivable. Additionally, we generally do not require collateral from our customers related to our trade accounts receivable.

The allowance for doubtful accounts for estimated losses on trade accounts receivable is based on historical write-off experience, an analysis of the aging of outstanding receivables, customer payment patterns and the establishment of specific reserves for customers in adverse financial condition or for existing contractual disputes wherein we are not assured of a favorable outcome. We reassess the adequacy of the allowance for doubtful accounts each reporting period. Increases to the allowance for doubtful accounts are recorded as bad debt expense, which are included in selling, general and administrative expenses on the accompanying Consolidated Statements of Income. Bad debt expense was $5.2 million, $4.3 million, and $2.9 million during the twelve months ended December 31, 2006, 2005, and 2004, respectively.

Long-Lived Assets.   Property and equipment are stated at cost less accumulated depreciation and amortization. The cost of additions is capitalized. Property and equipment are depreciated primarily on a straight-line basis over estimated assets’ useful lives, which are generally three to ten years for data processing equipment and capitalized internal-use software and systems costs. Leasehold improvements are depreciated over the shorter of their estimated useful lives or lease terms that are reasonably assured.

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Buildings are depreciated over a forty-year period. Other fixed assets are depreciated over three to seven years. Upon sale or retirement of an asset, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is recognized and included in income from continuing operations on the Consolidated Statements of Income, with the classification of any gain or loss dependent on the characteristics of the asset sold or retired.

Depreciation expense related to property and equipment was $19.0 million, $19.7 million and $16.6 million for the twelve months ended December 31, 2006, 2005 and 2004, respectively. Amortization expense related to property and equipment is disclosed below.

Capitalized Internal-Use Software and Systems Costs.   Certain internal-use software and system development costs are deferred and capitalized in accordance with American Institute of Certified Public Accountants Statement of Position 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use.” Accordingly, the specifically identified costs incurred to develop or obtain software and accompanying hardware which is intended for internal use are not capitalized until the determination is made as to the availability of a technically feasible solution to solve the predefined user and operating performance requirements as established during the preliminary stage of an internal-use software development project. Costs incurred during a software development project’s preliminary stage and post-implementation stage are expensed. Application development activities which are eligible for capitalization include software design and configuration, development of interfaces, coding, testing, and installation. Capitalized internal-use software and systems costs are subsequently amortized on a straight-line basis over a three- to ten-year period after project completion and when the related software or system is ready for its intended use. Amortization expense related to capitalized internal-use software and system costs totaled $31.4 million, $28.7 million, and $27.8 million during the twelve months ended December 31, 2006, 2005 and 2004, respectively.

Impairment of Long-Lived Assets.   In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets to be Disposed Of” (“SFAS 144”), we monitor the status of our long-lived assets in order to determine if conditions exist or events and circumstances indicate that an asset group may be impaired in that its carrying amount may not be recoverable. Significant factors that are considered that could be indicative of an impairment include: changes in business strategy, market conditions or the manner in which an asset group is used; underperformance relative to historical or expected future operating results; and negative industry or economic trends. If potential indicators of impairment exist, we estimate recoverability based on the asset group’s ability to generate cash flows greater than the carrying value of the asset group. We estimate the undiscounted future cash flows arising from the use and eventual disposition of the related long-lived asset group. If the carrying value of the long-lived asset group exceeds the estimated future undiscounted cash flows, an impairment loss is recorded based on the amount by which the asset group’s carrying amount exceeds its fair value. We generally utilize estimates of discounted future cash flows to determine the asset group’s fair value.

Goodwill and Indefinite-Lived Intangible Assets.   Goodwill represents the cost in excess of the fair value of the net assets of acquired businesses. In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”), goodwill is not amortized. We are required to test goodwill for impairment at the reporting unit level on an annual basis or on an interim basis if an event occurs or circumstances change that would reduce the fair value of a reporting unit below its carrying value. We perform our annual goodwill impairment test as of September 30th. In analyzing goodwill for potential impairment, we use projections of future discounted cash flows from our reporting units to determine whether the reporting unit’s estimated fair value exceeds its carrying value. Our estimates of fair value for

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each reporting unit are corroborated by market multiple comparables. If the fair value of a reporting unit exceeds its carrying value, then no further testing is required. However, if a reporting unit’s fair value were to be less than its carrying value, we would then determine the amount of the impairment charge, if any, which would be the amount that the carrying value of the reporting unit’s goodwill exceeded its implied value. In accordance with SFAS 142, we are required to test goodwill at the reporting unit level as defined by reference to our operating segments determined under SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information.”

Contractual/territorial rights represent the estimated fair value of rights to operate in certain territories acquired through the purchase of independent credit reporting agencies in the U.S. and Canada. Our contractual/territorial rights are perpetual in nature and, therefore, the useful lives are considered indefinite. Indefinite-lived intangible assets are not amortized. In accordance with SFAS 142, we are required to test indefinite-lived intangible assets for impairment annually or whenever events and circumstances indicate that there may be an impairment of the asset value. Our annual impairment test date is September 30th. We perform the impairment test for our indefinite-lived intangible assets by comparing the asset’s fair value to its carrying value. We estimate the fair value based on projected discounted future cash flows. An impairment charge is recognized if the asset’s estimated fair value is less than its carrying value.

See Note 4 and 15 for additional information about our goodwill and contractual/territorial rights, and the discussion of our reallocation of goodwill as a result of our organizational realignment, respectively.

Purchased Intangible Assets.   Purchased intangible assets represent the estimated fair value of acquired intangible assets used in our business. Purchased data files represent the estimated fair value of files acquired primarily through the purchase of independent credit reporting agencies in the U.S. and Canada. We expense the cost of modifying and updating credit files in the period such costs are incurred. We generally amortize purchased data files, which primarily consist of acquired credit files, on a straight-line basis. All of our other purchased intangible assets are also amortized on a straight-line basis. See Note 4 for additional information about our purchased intangible assets.

 

Other Assets.   Other assets on our Consolidated Balance Sheets primarily represents the cash surrender value of life insurance policies, employee benefit trust assets, a statutorily-required tax deposit and data purchases, net.

Foreign Currency Translation.   The functional currency of each of our foreign subsidiaries is that subsidiary’s local currency. We translate the assets and liabilities of foreign subsidiaries at the year-end rate of exchange and revenue and expenses at the monthly average rates during the year. We record the resulting translation adjustment in other comprehensive income, a component of shareholders’ equity. We also record gains and losses resulting from the translation of intercompany balances of a long-term investment nature in accumulated other comprehensive loss.

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Financial Instruments.   Our financial instruments consist primarily of cash and cash equivalents, accounts and notes receivable, accounts payable and short-term and long-term debt. The carrying amounts of these items, other than long-term debt, approximate their fair market values due to the short-term nature of these instruments. As of December 31, 2006 and 2005, the fair value of our fixed-rate debt (determined internally through the use of related public financial information) was $414.2 million and $412.4 million, respectively, compared to its carrying value, net of discount, of $398.8 million and $398.8 million, respectively.

Recent Accounting Pronouncements.   In July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109” (“FIN 48”), which provides clarification related to the process associated with accounting for uncertain tax positions recognized in the Company’s Consolidated Financial Statements. FIN 48 prescribes a more likely than not threshold for financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return. FIN 48 also provides guidance related to, among other things, classification, accounting for interest and penalties associated with tax positions, and disclosure requirements. We adopted FIN 48 on January 1, 2007. For transition purposes, we adopted FIN 48 as a change in accounting principle through a cumulative-effect adjustment to retained earnings. The impact of our reassessment of our tax positions in accordance with the requirements of FIN 48 is expected to be immaterial; however, we are awaiting additional guidance expected to be issued in March 2007.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”), which provides guidance for measuring the fair value of assets and liabilities, as well as requires expanded disclosures about fair value measurements. SFAS 157 indicates that fair value should be determined based on the assumptions marketplace participants would use in pricing the asset or liability, and provides additional guidelines to consider in determining the market-based measurement. We will be required to adopt SFAS 157 on January 1, 2008, although early adoption is permitted. We are currently evaluating the impact of adopting SFAS 157 on our Consolidated Financial Statements.

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132R” (“SFAS 158”), which is effective for us as of December 31, 2006. SFAS 158 requires us to recognize (1) the overfunded or underfunded status of our defined benefit pension and other postretirement benefit plans as an asset or liability in our Consolidated Balance Sheet, and (2) changes in the funded status in the year in which the changes occur through other comprehensive income, a component of shareholders’ equity. For a pension plan, the benefit obligation is the projected benefit obligation; for any other postretirement plan, the benefit obligation is the accumulated postretirement benefit obligation. This statement also requires us to measure the funded status of our plans as of the date of our year-end Consolidated Balance Sheet, December 31, which is consistent with our current measurement date. SFAS 158 also provides additional disclosure requirements and guidance related to balance sheet classification. This guidance did not impact our Consolidated Statements of Income, nor did it impact our debt covenant compliance upon adoption. If this guidance had been effective as of December 31, 2005, the impact on our Consolidated Balance Sheet at such date would have been a $95.2 million decrease in total assets (including the impact to the long-term deferred tax asset), a $26.1 million increase to total liabilities and a $121.3 million decrease to shareholders’ equity. See Note 9 for information about the impact on our Consolidated Balance Sheet as of December 31, 2006.

In September 2006, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin (“SAB”) Topic 1N, “Financial Statements—Considering the Effects of Prior Year Misstatements

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when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”), which expresses the Staff’s views regarding the process of quantifying financial statement misstatements due to the current diversity in practice. SAB 108 will require companies to use two approaches, the rollover and iron curtain methods, when quantifying financial statement misstatements. We were required to adopt SAB 108 for the year ended December 31, 2006. The adoption of SAB 108 did not impact our Consolidated Financial Statements.

In September 2006, the FASB ratified the consensus reached by the Emerging Issues Task Force (“EITF”) related to EITF Issue No. 06-04, “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements” (“EITF 06-04”), which requires the recognition of a liability related to postretirement benefits covered by endorsement split-dollar life insurance arrangements since the employer has the obligation to provide the benefit to the employee. We have endorsement split-dollar life insurance arrangements for certain officers of the Company. The liability is required to be recognized in accordance with SFAS No. 106, “Employers’ Accounting for Postretirement Benefits, Other Than Pensions,” or Accounting Principles Board (“APB”) Opinion No. 12, “Omnibus Opinion—1967,” as appropriate. For transition purposes, we may adopt EITF 06-04 as a change in accounting principle through either (1) retrospective application to all periods presented or (2) a cumulative-effect adjustment to retained earnings. We will be required to adopt EITF 06-04 on January 1, 2008. We are currently evaluating the impact of adopting EITF 06-04 on our Consolidated Financial Statements.

In September 2006, the FASB ratified the consensus reached by the EITF related to EITF Issue No. 06-05, “Accounting for Purchases of Life Insurance—Determining the Amount That Could Be Realized in Accordance with FASB Technical Bulletin
No. 85-4, Accounting for Purchases of Life Insurance” (“EITF 06-05”), which requires that a policyholder consider additional amounts included in the contractual terms of the policy in determining the amount that could be realized under the life insurance policy. EITF 06-05 provides additional guidance for determining the amount to be realized, including the policy level for which the analysis should be performed, amounts excluded and measurement criteria. For transition purposes, we may adopt EITF 06-05 as a change in accounting principle through either (1) retrospective application to all periods presented or (2) a cumulative-effect adjustment to retained earnings. We were required to adopt EITF 06-05 on January 1, 2007. The impact of adopting EITF 06-05 on our Consolidated Financial Statements on January 1, 2007 was not material.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an Amendment of FASB Statement No. 115” (“SFAS 159”), which permits an entity to choose to measure many financial instruments and certain other items at fair value. For transition purposes, we are required to adopt SFAS 159 as a change in accounting principle through a cumulative-effect adjustment to retained earnings. We will be required to adopt SFAS 159 on January 1, 2008, although early adoption is permitted. We are currently evaluating the impact of adopting SFAS 159 on our Consolidated Financial Statements.

2.                 STOCK-BASED COMPENSATION

On January 1, 2006, we adopted SFAS No. 123R, “Share-Based Payment,” (“SFAS 123R”), which replaced SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), and superseded APB Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”). SFAS 123R requires that the cost relating to share-based payment transactions in which an entity exchanges its equity instruments for goods or services from either employees or non-employees be recognized in the financial statements

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as the goods are received or services are rendered. That cost is measured based on the fair value of the equity or liability instruments issued. We are no longer permitted to follow the intrinsic value accounting method of APB 25, which resulted in no expense being recorded for stock option grants for which the exercise price was equal to the fair value of the underlying stock on the date of grant. Prior to the adoption of SFAS 123R, we recognized compensation expense for nonvested stock over the stated vesting period in accordance with APB 25.

SFAS 123R applies to all of our outstanding unvested, share-based payment awards as of January 1, 2006 and all prospective awards. All of our stock-based awards, which are stock options and nonvested stock, are classified as equity instruments. In accordance with SFAS 123R, we elected to use the modified prospective transition method as opposed to the modified retrospective transition method. Under the modified prospective transition method, financial statements prior to adoption remain unchanged. The following discusses several other elections we made as a result of adopting SFAS 123R:

·       For our pro forma disclosures under SFAS 123, we used the Black-Scholes option pricing model. Upon the adoption of SFAS 123R, we compute the fair value of options granted on or after January 1, 2006 using the binomial model. Additionally, based on the guidance in the SEC’s SAB No. 107, “Share-Based Payment”, we changed our expected volatility assumption used in the binomial model. We reassess all assumptions at each grant date. The fair value of stock options granted prior to the adoption of SFAS 123R, calculated using the Black-Scholes model, remains unchanged.

·       Forfeitures under SFAS 123 were recognized when they occurred. SFAS 123R, however, requires forfeitures be estimated at the grant date. Accordingly, compensation cost is recognized based on the number of awards expected to vest. There may be adjustments in future periods if actual forfeitures differ from our estimates. For nonvested shares granted prior to our adoption of SFAS 123R, we recorded a cumulative catch-up adjustment in January 2006 related to estimated forfeitures. This reduction in expense was not material to our Consolidated Financial Statements. Our forfeiture rate is based upon historical experience, as well as anticipated employee turnover considering certain qualitative factors.

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·       Generally, our stock options are subject to graded vesting, while our nonvested shares are subject to cliff vesting. SFAS 123R permits entities to elect between the accelerated recognition method or straight-line recognition method for recognizing compensation cost related to awards subject to graded vesting based on a service condition. Consistent with our prior practice, we continue to apply the accelerated recognition method related to awards subject to graded vesting, which results in more compensation cost early in the vesting period.

Our nonvested stock has accelerated vesting features upon retirement, while our stock options continue to vest over the same vesting schedule even though no additional service is required by the employee after retirement. Upon the adoption of SFAS 123R, we began recognizing compensation cost related to new stock-based awards from the grant date through the date the employee is eligible to receive the award without further service, such as when the employee becomes retirement eligible, which may be shorter than the stated vesting period. For stock-based awards granted prior to the adoption of SFAS 123R, we recognized compensation cost over the stated vesting period and recognized the impact, if any, upon retirement; this recognition policy will continue for any such awards that were unvested at the time of adoption.

Stock-Based Award Plans.

Stock Options.   Our shareholders have approved a stock option plan which provides that qualified and nonqualified stock options may be granted to officers and other employees. In addition, stock options remain outstanding under two shareholder-approved plans and three non-shareholder-approved plans from which no new grants may be made. Authorized stock option grants can only be made from shareholder-approved plans. The plan requires that stock options be granted at exercise prices not less than market value on the date of grant. Generally, stock options are subject to graded vesting for periods of up to three years based on service, with 25% vesting immediately upon grant, and expire ten years from the grant date. The following table summarizes changes in outstanding stock options during the twelve months ended December 31, 2006, as well as stock options that are vested and expected to vest and stock options exercisable at December 31, 2006:

							Weighted-Average
				Weighted-Average			Remaining		Aggregate
		Shares		Exercise Price			Contractual Term		Intrinsic Value
		(in thousands)					(in years)		(in millions)
Outstanding at December 31, 2005		6,453		$	22.68
Granted (all at market price)		825		$	36.56
Exercised		(1,298	)	$	20.92
Forfeited and cancelled		(50	)	$	29.36
Outstanding at December 31, 2006		5,930		$	24.95		5.4		$	92.8
Vested and expected to vest at December 31, 2006		5,823		$	24.81		5.4		$	91.9
Exercisable at December 31, 2006		4,798		$	23.03		4.8		$	84.3

 

The aggregate intrinsic value amounts in the table above represent the difference between the closing price of Equifax’s common stock on December 31, 2006 and the exercise price, multiplied by the number of in-the-money stock options as of the same date. This represents the amount that would have been received by the stock option holders if they had all exercised their stock options on December 31,

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2006. In future periods, this amount will change depending on fluctuations in Equifax’s stock price. The total intrinsic value of stock options exercised during the twelve months ended December 31, 2006 was $21.4 million.

The following table summarizes changes in outstanding options and the related weighted-average exercise price per share for the twelve months ended December 31, 2005 and 2004:

		December 31,
		2005					2004
		Shares		Average Price			Shares		Average Price
		(Shares in thousands)
Outstanding at the beginning of the year		9,484		$	20.76		11,126		$	19.65
Granted (all at market price)		745		$	30.99		935		$	25.70
Forfeited and cancelled		(89	)	$	25.06		(270	)	$	20.17
Exercised		(3,687	)	$	33.78		(2,307	)	$	17.47
Outstanding at the end of the year		6,453		$	22.68		9,484		$	20.76
Exercisable at the end of the year		5,309		$	21.72		7,891		$	20.16

 

Nonvested Stock.   Our plan also provides for awards of nonvested shares of our common stock that can be granted to executive officers, employees and directors. Nonvested stock awards are generally subject to cliff vesting over a period between three to five years based on service. The following table summarizes changes in our nonvested stock during the twelve months ended December 31, 2006 and the related weighted-average grant date fair value:

				Weighted-Average
				Grant Date
		Shares		Fair Value
		(in thousands)
Nonvested at December 31, 2005		689		$	28.74
Granted		271		$	36.97
Vested		(133	)	$	27.94
Forfeited		(16	)	$	27.90
Nonvested at December 31, 2006		811		$	31.64

 

The total fair value of nonvested stock that vested during the twelve months ended December 31, 2006 was $4.8 million, based on the weighted-average fair value on the vesting date, and $3.7 million, based on the weighted-average fair value on the date of grant.

The following table summarizes information about nonvested stock grants for the twelve months ended December 31, 2005 and 2004:

						Average
Year				Shares		Fair Value
				(in thousands)
2005		Grants		290		$	32.28
		Cancellations		(15	)	$	29.12
2004		Grants		487		$	25.86
		Cancellations		(7	)	$	25.60

 

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We expect to issue new shares of common stock or common shares held by our employee benefits trust upon the exercise of stock options or once nonvested shares vest. We have not changed our policies related to stock-based awards, such as the quantity or type of instruments issued, as a result of adopting SFAS 123R, nor have we changed the terms of our stock-based awards. At December 31, 2006, there were 2.2 million shares available for future stock option grants and nonvested stock awards.

Measurement of Fair Value.

Stock Options.   We use the binomial model to calculate the fair value of stock options granted on or after January 1, 2006. The binomial model incorporates assumptions regarding anticipated employee exercise behavior, expected stock price volatility, dividend yield and risk-free interest rate. Anticipated employee exercise behavior and expected post-vesting cancellations over the contractual term used in the binomial model were primarily based on historical exercise patterns. These historical exercise patterns indicated there was not significantly different exercise behavior between employee groups. For our expected stock price volatility assumption, we weighted historical volatility and implied volatility. We used daily observations for historical volatility, while our implied volatility assumption was based on actively traded options related to our common stock. The expected term is derived from the binomial model, based on assumptions incorporated into the binomial model as described above.

The fair value for stock options granted during the twelve months ended December 31, 2006, 2005 and 2004, was estimated at the date of grant, using the binomial model (2006) and the Black-Scholes model (2005 and 2004), respectively, with the following weighted-average assumptions:

		Twelve Months Ended December 31,
		2006			2005			2004
Dividend yield		0.5		%	0.5		%	0.5		%
Expected volatility		24.0		%	33.0		%	36.3		%
Risk-free interest rate		4.8		%	3.8		%	3.6		%
Expected term (in years)		4.4			4.5			4.5
Weighted-average fair value of stock options granted		$	8.33		$	9.81		$	8.75

 

Nonvested Stock.   The fair value of nonvested stock is based on the fair market value of our common stock on the date of grant. However, since our nonvested stock does not pay dividends during the vesting period, the fair value on the date of grant is reduced by the present value of the expected dividends over the requisite service period (discounted using the appropriate risk-free interest rate upon the adoption of SFAS 123R).

Financial Statement Impact.   Total stock-based compensation expense was $17.4 million, $8.2 million and $2.4 million, for the twelve months ended December 31, 2006, 2005 and 2004, respectively, of which $16.1 million, $8.2 million and $2.4 million, respectively, was included in selling, general and administrative expenses in our Consolidated Statements of Income. The income tax benefit related to stock-based compensation expense was $6.0 million, $3.0 million and $0.9 million for the twelve months ended December 31, 2006, 2005 and 2004, respectively.

For the twelve months ended December 31, 2006, the incremental negative impact of adopting SFAS 123R was $7.6 million, pretax, and $5.2 million, net of tax, with a $0.04 impact on basic and diluted EPS. The incremental impact of SFAS 123R during the twelve months ended December 31, 2006 represents (1) the stock option expense related to stock options unvested at the time of adoption and

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those granted during the twelve months ended December 31, 2006, (2) the accelerated expense recognition for nonvested shares that were granted during the twelve months ended December 31, 2006 to employees who are retirement eligible prior to the expiration of the stated vesting period, and (3) the impact of estimating forfeitures related to nonvested shares.

At December 31, 2006, our total unrecognized compensation cost related to nonvested stock and stock options was $12.2 million with a weighted-average recognition period of 2.0 years and $3.1 million with a weighted-average recognition period of 0.9 years, respectively.

SFAS 123R requires that benefits of tax deductions in excess of recognized compensation cost be reported as a financing cash flow, rather than as an operating cash flow as required under prior accounting standards. This requirement reduced operating cash flows and increased financing cash flows by $5.0 million during the twelve months ended December 31, 2006.

Prior to January 1, 2006, we accounted for stock-based compensation under APB 25 and related interpretations, as permitted by SFAS 123 and SFAS No. 148, “Accounting for Stock-Based Compensation—Transitional Disclosure.” Accordingly, by our use of the intrinsic value method to account for stock-based employee compensation, we did not recognize compensation cost in connection with our stock option plans during the twelve months ended December 31, 2005 and 2004. If we had elected to recognize compensation cost for our stock option plans during the twelve months ended December 31, 2005 and 2004 based on the grant date fair value as prescribed by SFAS 123, net income and EPS would have been reduced to the pro forma amounts indicated in the table below:

		Twelve Months Ended December 31,
		2005			2004
		(In millions, except per share amounts)
Net income, as reported		$	246.5		$	234.7
Add: Total stock-based employee compensation expense, net of related tax effect, included in reported net income		5.2			1.5
Deduct: Total stock-based employee compensation expense determined under fair value-based method for all awards, net of related tax effects		(7.2		)	(6.4		)
Pro forma net income		$	244.5		$	229.8
Earnings per share:
Basic—as reported		$	1.90		$	1.79
Basic—pro forma		$	1.88		$	1.75
Diluted—as reported		$	1.86		$	1.76
Diluted—pro forma		$	1.85		$	1.72

 

3.                 ACQUISITIONS

2006 Acquisition.   On October 6, 2006, we acquired Austin Consolidated Holdings, Inc., known as Austin-Tetra, for $34.4 million in cash. Austin-Tetra is a provider of business-to-business data management and enhancement services to the commercial market. They provide companies and government agencies with information to help them better understand existing customers, target new customers, and effectively manage their vendors. This acquisition is part of our long-term growth strategy, complementing our commercial information business. We financed this acquisition through borrowings

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under our long-term revolving credit facility. The results of operations for this acquisition have been included in the accompanying Consolidated Statement of Income from the date of acquisition. This acquisition was included in our North America Commercial Solutions segment.

2005 Acquisitions.   To broaden and further strengthen our enabling technologies capabilities in our U.S. Consumer Information Solutions business, we acquired APPRO Systems, Inc. (“APPRO”) on March 15, 2005. APPRO provides automated credit risk management and financial technologies for consumer, commercial and retail banking lending operations. We paid a total of $91.5 million in cash to the stockholders and option holders of APPRO. The net cash impact to us of the acquisition was $74.9 million after disposition of certain assets. We financed this acquisition through available cash and $72.0 million in borrowings under our existing trade receivables-backed revolving credit facility.

To enhance our Direct Marketing Services products and services in our U.S. Consumer Information Solutions segment and add to our enabling technology capabilities, on August 29, 2005, we acquired BeNow, Inc. (“BeNow”), a provider of leading-edge solutions to multichannel marketers. BeNow combines database management and analytics to support customer marketing campaigns and optimize market opportunities in particular industries. We paid a total of $17.5 million in cash to the stockholders of BeNow. The net cash impact to us of the acquisition was $16.7 million. We financed this acquisition through available cash and $5.9 million in short-term borrowings.

Also during 2005, in order to continue to grow our credit data business, we acquired the credit files, contractual rights to territories (generally states or integration areas) and customer relationships and related businesses of two independent credit reporting agencies in the U.S. (also referred to as “Affiliates”) and one in Canada that house their consumer information on our system.

The acquisitions in 2005 had a total cash purchase price of $129.1 million. The purchase of one U.S. Affiliate was paid for primarily with the issuance of 0.4 million shares of Equifax treasury stock. The value of the shares was $14.7 million on the date of issuance and the number of shares issued was based on the terms of the acquisition agreement. The results of operations for these acquisitions have been included in the accompanying Consolidated Statements of Income from the date of acquisition.

2004 Acquisitions.   During 2004, in order to continue to grow our credit data business, we acquired two Affiliates located in the U.S. and one Affiliate located in Canada that house their consumer information on our system. We acquired these businesses for a total of $17.4 million in cash. The results of operations for these acquisitions have been included in the accompanying Consolidated Statements of Income from the date of acquisition.

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