Annual report pursuant to Section 13 and 15(d)

BENEFIT PLANS

v3.24.0.1
BENEFIT PLANS
 12 Months Ended
Dec. 31, 2023
Retirement Benefits [Abstract]  
BENEFIT PLANS BENEFIT PLANS
 
We have defined benefit pension plans and defined contribution plans. We also maintain certain healthcare and life insurance benefit plans for eligible retired employees. The measurement date for our defined benefit pension plans and other postretirement benefit plans is December 31 of each year.

Pension Benefits.  Pension benefits are provided through U.S., and previously, Canadian defined benefit pension plans and three supplemental executive defined benefit pension plans.
 
U.S. and Canadian Retirement Plans.  We sponsor a qualified defined benefit retirement plan, the U.S. Retirement Income Plan (“USRIP”), that covers approximately 6% of current U.S. salaried employees who were hired on or before June 30, 2007, the last date on which an individual could be hired and enter the plan before the USRIP was closed to new participation at December 31, 2008. This plan also covers retirees as well as certain terminated but vested individuals not yet in retirement status. We also sponsored a retirement plan with both defined benefit and defined contribution components that
covered most salaried and hourly employees in Canada, the Canadian Retirement Income Plan (“CRIP”), until it was settled in 2022.

In 2023, the Company announced a program to offer a voluntary lump-sum pension payout to certain eligible active employees and former employees in the USRIP which would settle the Company’s obligation to them. The program provided participants with a limited time opportunity to elect to receive a lump-sum settlement of their pension benefit or begin to receive their benefit in the form of a monthly annuity in December 2023. As a result, the Company paid $31.8 million from plan assets and was relieved of the corresponding pension obligation of $33.4 million. The remaining activity was recorded through net periodic benefit cost related to the annual mark-to-market remeasurement.

Effective December 31, 2014, the USRIP plan was frozen for all participants eligible to accrue benefits. Accordingly, pension plan participants earn no new benefits under the plan formula. Additionally, the CRIP, a registered defined benefit pension plan, was changed for employees who did not meet retirement-eligibility status under the CRIP as of December 31, 2012 (“Non-Grandfathered” participants). Under the plan amendment, the service credit for Non-Grandfathered participants froze, but these participants continued to receive credit for salary increases and vesting service. Additionally, Non-Grandfathered employees and certain other employees not eligible to participate in the CRIP (i.e., new hires on or after October 1, 2011) are eligible to participate in an enhanced defined contribution plan. In 2019, the Compensation Committee of the Board of Directors approved the termination of the plan. The CRIP was frozen effective December 31, 2020 at which date we ceased accruing benefits for all active members. During the third quarter of 2022, we settled the liabilities under the CRIP with lump sum payments and an annuity purchase.
 
During the twelve months ended December 31, 2023, we made no voluntary contributions to the USRIP. During the twelve months ended December 31, 2022, we made no voluntary contributions to the USRIP and made contributions of $15.5 million to the CRIP. At December 31, 2023, the USRIP met or exceeded ERISA’s minimum funding requirements.
 
The annual report produced by our consulting actuaries specifies the funding requirements for our plans based on projected benefits for plan participants, historical investment results on plan assets, current discount rates for liabilities, assumptions for future demographic developments and recent changes in statutory requirements. We may elect to make additional discretionary contributions to our plans in excess of minimum funding requirements, subject to statutory limitations.
 
Supplemental Retirement Plans.  We maintain three supplemental executive retirement programs for certain key employees. The plans, which are unfunded, provide supplemental retirement payments based on salary and years of service. 
 
Other Benefits.  We maintain certain healthcare and life insurance benefit plans for eligible retired employees. Substantially all of our U.S. employees may become eligible for the retiree healthcare benefits if they reach retirement age while working for us and satisfy certain years of service requirements. Employees hired on or after January 1, 2009 are required to pay the full cost of coverage after retirement. The retiree life insurance program covers employees who retired on or before December 31, 2003. We accrue the cost of providing healthcare benefits over the active service period of the employee.
Obligations and Funded Status.  A reconciliation of the projected benefit obligations, plan assets and funded status of the plans is as follows:
  Pension Benefits Other Benefits
  2023 2022 2023 2022
  (In millions)
Change in projected benefit obligation        
Benefit obligation at January 1, $ 501.1  $ 731.9  $ 12.8  $ 17.1 
Service cost 1.2  1.5  0.1  0.2 
Interest cost 27.4  20.1  0.7  0.5 
Plan participants’ contributions —  —  —  — 
Amendments —  —  0.3  — 
Actuarial loss (gain) 11.3  (151.7) (1.5) (3.3)
Foreign currency exchange rate changes —  (1.1) —  (0.1)
Settlements (34.5) (57.4) —  — 
Benefits paid (40.4) (42.2) (1.3) (1.6)
Projected benefit obligation at December 31, 466.1  501.1  11.1  12.8 
Change in plan assets    
Fair value of plan assets at January 1, 399.0  600.5  10.7  15.0 
Actual return on plan assets 30.6  (124.4) 1.0  (3.3)
Employer contributions 7.0  22.4  0.2  0.1 
Plan participants’ contributions —  —  —  — 
Foreign currency exchange rate changes —  (0.9) —  — 
Other disbursements (0.9) (56.4) —  — 
Settlements (31.8) —  —  — 
Benefits paid (40.4) (42.2) (1.2) (1.1)
Fair value of plan assets at December 31, 363.5  399.0  10.7  10.7 
Funded status of plan $ (102.6) $ (102.1) $ (0.4) $ (2.1)
 
The accumulated benefit obligation for the USRIP and Supplemental Retirement Plans was $466.1 million at December 31, 2023. The accumulated benefit obligation for the USRIP, CRIP and Supplemental Retirement Plans was $500.6 million at December 31, 2022.

At December 31, 2023, the USRIP had projected benefit obligations and accumulated benefit obligations in excess of the plan's respective assets. The fair value of plan assets for this plan were $363.5 million and the projected benefit obligation and accumulated benefit obligation were $377.9 million at December 31, 2023.

At December 31, 2023, the Supplemental Retirement Plans had projected benefit obligations and accumulated benefit obligations in excess of those plans’ respective assets. The projected benefit obligation and accumulated benefit obligation for these plans in the aggregate were $88.2 million and these plans did not have any plan assets at December 31, 2023.

At December 31, 2022, the USRIP had projected benefit obligations and accumulated benefit obligations in excess of the plan's respective assets. The fair value of plan assets for this plan were $398.1 million and the projected benefit obligation and accumulated benefit obligation were $412.3 million at December 31, 2022.
 
At December 31, 2022, the Supplemental Retirement Plans had projected benefit obligations and accumulated benefit obligations in excess of those plans’ respective assets. The projected benefit obligation and accumulated benefit obligation for these plans in the aggregate were $87.9 million and $87.4 million, respectively, and these plans did not have any plan assets at December 31, 2022.
The following table represents the net amounts recognized, or the funded status of our pension and other postretirement benefit plans, in our Consolidated Balance Sheets at December 31, 2023 and 2022:
  Pension Benefits Other Benefits
2023 2022 2023 2022
Amounts recognized in the statements of financial position consist of: (In millions)
Noncurrent assets $ —  $ —  $ 0.9  $ — 
Current liabilities (6.7) (6.7) (0.1) (0.1)
Long-term liabilities (95.9) (95.4) (1.2) (2.0)
Net amount recognized $ (102.6) $ (102.1) $ (0.4) $ (2.1)
  
At December 31, 2023 and 2022 amounts included in accumulated other comprehensive loss related to pension benefit plans consisted of prior service cost of $3.6 million and $3.4 million, net of accumulated taxes of $1.2 million and $1.2 million, respectively. For the twelve months ended December 31, 2023 and 2022, we recognized a $0.1 million loss and $1.4 million gain, respectively, through net periodic benefit cost related to the annual mark-to-market remeasurement of our pension and postretirement plans. For the twelve months ended December 31, 2023 and 2022, amounts recognized through net periodic benefit cost related to prior service cost, curtailments and settlements were not material.

Components of Net Periodic Benefit Cost
  Pension Benefits Other Benefits
  2023 2022 2021 2023 2022 2021
  (In millions)
Service cost $ 1.2  $ 1.5  $ 1.4  $ 0.1  $ 0.2  $ 0.2 
Interest cost 27.4  20.1  19.0  0.7  0.5  0.5 
Expected return on plan assets (22.8) (24.8) (28.7) (0.6) (0.7) (0.7)
Amortization of prior service cost 0.4  (1.7) (1.8) (0.5) (0.5) (0.1)
Recognized actuarial loss (gain) - mark to market 1.9  (2.7) 21.0  (1.8) 0.5  (0.8)
Settlements —  (1.0) —  —  —  — 
Total net periodic benefit cost (income) $ 8.1  $ (8.6) $ 10.9  $ (2.1) $ —  $ (0.9)
 
Weighted-Average Assumptions
Weighted-average assumptions used to determine benefit obligations at December 31, Pension Benefits Other Benefits
2023 2022 2023 2022
Discount rate 5.44  % 5.70  % 5.37  % 5.65  %
Rate of compensation increase 6.00  % 6.00  % N/A N/A
 
Weighted-average assumptions used to determine net periodic benefit cost at December 31, Pension Benefits Other Benefits
2023 2022 2021 2023 2022 2021
Discount rate 5.71  % 2.85  % 2.56  % 5.65  % 2.86  % 2.47  %
Expected return on plan assets 6.00  % 4.27  % 4.65  % 6.00  % 4.60  % 4.80  %
Rate of compensation increase 6.00  % 6.00  % 6.00  % N/A N/A N/A
 
During 2021, we adopted the MP-2021 mortality improvement projections in determining the liability for the U.S. plans. The updated mortality tables and projection scale contributed to a slight increase in the projected benefit obligation, partially offsetting the increase in the discount rates in 2021, the net of which resulted in the decrease of the projected benefit obligation as of December 31, 2021. During 2022 and 2023, we continued to use the MP-2021 mortality projection scale as a new version was not issued during either year.
Discount Rates.  We determine our discount rates primarily based on high-quality, fixed-income investments and yield-to-maturity analyses specific to our estimated future benefit payments available as of the measurement date. Discount rates are reset annually on the measurement date to reflect current market conditions. To determine the discount rate for our U.S. pension and postretirement benefit plans, we use a bond matching approach to select specific bonds that would satisfy our projected benefit payments. We believe the bond matching approach reflects the process we would employ to settle our pension and postretirement benefit obligations.
 
Expected and Actual Return on Plan Assets.  We use a mark-to-market approach to recognize actuarial gains and losses and expected return on plan assets for our defined benefit pension and other postretirement benefit plans. Under this accounting principle, the expected returns on plan assets are used to estimate pension expense throughout the year and remeasurement of the projected benefit obligation and plan assets are immediately recognized in earnings through net periodic benefit cost within Other Income (Expense) on the Consolidated Statements of Income (Loss) with pension and postretirement plans remeasured annually in the fourth quarter.

We estimate that the future benefits payable for our retirement and postretirement plans are as follows at December 31, 2023:
Years ending December 31, U.S. Defined Benefit Plans Other Benefit Plans
  (In millions)
2024 $ 40.6  $ 1.4 
2025 $ 40.5  $ 1.3 
2026 $ 40.4  $ 1.3 
2027 $ 39.4  $ 1.2 
2028 $ 38.5  $ 1.2 
Next five fiscal years to December 31, 2033 $ 176.6  $ 4.8 
 
Fair Value of Plan Assets.  The fair value of the pension assets at December 31, 2023 and 2022, are as follows:
    Fair Value Measurements at Reporting Date Using:
Description Fair Value at December 31, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3)
    (In millions)
U.S. Equity
(2)
 $ 40.9  $ —  $ 40.9  $ — 
International Equity
(2)
 35.6  —  35.6  — 
Fixed Income
(2)
 243.3  —  243.3  — 
Private Equity
(3)
 13.8  —  —  13.8 
Real Assets
(4)
 4.8  —  —  4.8 
Cash
(1)
 25.1  25.1  —  — 
Total   $ 363.5  $ 25.1  $ 319.8  $ 18.6 
 
      Fair Value Measurements at Reporting Date Using:
Description Fair Value at December 31, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3)
    (In millions)
U.S. Equity
(1)
 $ 33.9  $ 33.9  $ —  $ — 
International Equity
(2)
 30.8  —  30.8  — 
Fixed Income
(2)
 313.5  —  313.5  — 
Private Equity
(3)
 13.1  —  —  13.1 
Real Assets
(4)
 4.8  —  —  4.8 
Cash
(1)
 2.9  2.9  —  — 
Total   $ 399.0  $ 36.8  $ 344.3  $ 17.9 

(1)Fair value is based on observable market prices for the assets.

(2)For the portion of this asset class categorized as Level 2, fair value is determined using dealer and broker quotations, certain pricing models, bid prices, quoted prices for similar assets and liabilities in active markets, or other inputs that are observable or can be corroborated by observable market data.

(3)Private equity investments are initially valued at cost. Fund managers periodically review the valuations utilizing subsequent company-specific transactions or deterioration in the company’s financial performance to determine if fair value adjustments are necessary. Private equity investments are typically viewed as long term, less liquid investments with return of capital coming via cash distributions from the sale of underlying fund assets. The Plan intends to hold these investments through each fund’s normal life cycle and wind down period. As of December 31, 2023 and 2022, we had $10.0 million and $12.2 million, respectively, of remaining commitments related to these private equity investments.

(4)The fair value of Real Assets are reported by the fund manager based on a combination of the following valuation approaches: current replacement cost less deterioration and obsolescence, a discounted cash flow model of income streams and comparable market sales. As of both December 31, 2023 and 2022, we had $0.2 million of remaining commitments related to the real asset investments.

The following table shows a reconciliation of the beginning and ending balances for assets valued using significant unobservable inputs for the years ended December 31, 2023 and 2022:
  Private Equity Hedge Funds Real Assets
  (In millions)
Balance at December 31, 2021 $ 16.1  $ 0.1  $ 4.4 
Return on plan assets:
Unrealized 1.0  (0.1) 0.2 
Realized (0.8) —  — 
Purchases 2.5  —  0.2 
Sales (5.7) —  — 
Balance at December 31, 2022 $ 13.1  $ —  $ 4.8 
Return on plan assets:
Unrealized $ 0.7  $ —  $ — 
Realized (0.3) —  — 
Purchases 1.7  —  — 
Sales (1.4) —  — 
Balance at December 31, 2023 $ 13.8  $ —  $ 4.8 
 
The fair value of the postretirement assets at December 31, 2023 and 2022, are as follows:
    Fair Value Measurements at Reporting Date Using:
Description Fair Value at December 31, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3)
    (In millions)
U.S. Equity
(2)
 $ 1.2  $ —  $ 1.2  $ — 
International Equity
(2)
 1.0  —  1.0  — 
Fixed Income
(2)
 7.2  —  7.2  — 
Private Equity
(3)
 0.4  —  —  0.4 
Real Assets
(4)
 0.1  —  —  0.1 
Cash
(1)
 0.8  0.8  —  — 
Total   $ 10.7  $ 0.8  $ 9.4  $ 0.5 
    Fair Value Measurements at Reporting Date Using:
Description Fair Value at December 31, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3)
    (In millions)
U.S. Equity
(1)
 $ 0.9  $ 0.9  $ —  $ — 
International Equity
(2)
 0.8  —  0.8  — 
Fixed Income
(2)
 8.4  —  8.4  — 
Private Equity
(3)
 0.4  —  —  0.4 
Real Assets
(4)
 0.1  —  —  0.1 
Cash
(1)
 0.1  0.1  —  — 
Total   $ 10.7  $ 1.0  $ 9.2  $ 0.5 

(1)Fair value is based on observable market prices for the assets.

(2)For the portion of this asset class categorized as Level 2, fair value is determined using dealer and broker quotations, certain pricing models, bid prices, quoted prices for similar assets and liabilities in active markets, or other inputs that are observable or can be corroborated by observable market data.

(3)Private equity investments are initially valued at cost. Fund managers periodically review the valuations utilizing subsequent company-specific transactions or deterioration in the company’s financial performance to determine if fair value adjustments are necessary. Private equity investments are typically viewed as long term, less liquid investments with return of capital coming via cash distributions from the sale of underlying fund assets. The Plan intends to hold these investments through each fund’s normal life cycle and wind down period.

(4)The fair value of Real Assets are reported by the fund manager based on a combination of the following valuation approaches: current replacement cost less deterioration and obsolescence, a discounted cash flow model of income streams and comparable market sales.

Gross realized and unrealized gains and losses, purchases and sales for Level 3 postretirement assets were not material for the twelve months ended December 31, 2023.
 
USRIP, or the Plan, Investment and Asset Allocation Strategies.  The primary goal of the asset allocation strategy of the Plan is to produce a total investment return which will satisfy future annual cash benefit payments to participants and minimize future contributions from the Company. Additionally, this strategy will diversify the plan assets to minimize nonsystemic risk and provide reasonable assurance that no single security or class of security will have a disproportionate negative impact on the Plan. Investment managers are required to abide by the provisions of ERISA. Standards of performance
for each manager include an expected return versus an assigned benchmark, a measure of volatility and a time period of evaluation.
 
The asset allocation strategy and investment manager recommendations are determined by the Investment Committee, with the advice of our external advisor. The asset allocation and ranges are approved by our in-house Investment Committee and Plan Administrators, who are Named Fiduciaries under ERISA.
 
In an effort to meet asset allocation and funded status objectives of the Plan, assets are categorized as Liability-Hedging Assets and Return-Seeking Assets. During 2020, the Investment Committee made the decision to reduce exposure to Return-Seeking Assets due to the plan's high funded status. As of December 31, 2023, the approved allocation ranges are set forth in the table below, with an 80% targeted allocation to Liability-Hedging Assets and a 20% targeted allocation to Return-Seeking Assets. Liability-Hedging Assets represent investments which are meant to provide a hedge relative to the Plan’s liabilities and consist primarily of fixed income securities. Return-Seeking Assets include any asset class not intended to hedge the Plan’s liabilities. At December 31, 2023, these assets included domestic and international equities, private equity (including secondary private equity) and real assets. Additionally, the Plan allows certain of their managers, subject to specific risk constraints, to utilize derivative instruments in order to enhance asset return, reduce volatility or both. Derivatives are primarily employed by the Plans in their fixed income portfolios and in the hedge fund-of-funds area. Derivatives can be used for hedging purposes to reduce risk.
 
No shares of Equifax common stock were directly owned by the Plan at December 31, 2023 or 2022. Not more than 5% of the portfolio (at cost), and 10% of the equity portfolio’s market value, shall be invested in the securities of any one issuer, except the U.S. Government and U.S. Government Agencies.
 
The following asset allocation ranges and actual allocations were in effect as of December 31, 2023 and 2022: 
  Range Actual
USRIP 2023 2022 2023 2022
U.S. Equity
0% - 20%
0% - 20%
 11.3  % 8.5  %
International Equity
0% - 10%
0% - 10%
 9.8  % 7.7  %
Private Equity
0% - 10%
0% - 10%
 3.8  % 3.3  %
Hedge Funds
0% - 10%
0% - 10%
 —  % —  %
Real Assets
0% - 10%
0% - 10%
 1.3  % 1.2  %
Fixed Income
65% - 100%
65% - 100%
 67.0  % 78.8  %
Cash
0% - 15%
0% - 15%
 6.8  % 0.5  %
 

Equifax Retirement Savings Plans.  Equifax sponsors a U.S. tax qualified defined contribution plan, the Equifax Inc. 401(k) Plan, or the Plan. Beginning with the 2019 plan year, we provide a discretionary match of participants’ contributions, up to five or six percent of employees eligible pay depending on certain eligibility rules under the Plan. Prior to the 2019 plan year, we also provided a discretionary direct contribution to certain eligible employees, the percentage of which was based upon an employee’s credited years of service. Company contributions for the Plan during the twelve months ended December 31, 2023, 2022 and 2021 were $38.3 million, $38.1 million and $34.5 million, respectively.
 
Foreign Retirement Plans.  We also maintain defined contribution plans for certain employees in Canada and Spain and meet certain compulsory contribution requirements to retirement funds for employees in Australia, the U.K. and Ireland. For the years ended December 31, 2023, 2022 and 2021, our contributions related to these plans were $15.2 million, $15.0 million and $15.7 million, respectively.
 
Deferred Compensation Plans.  We maintain deferred compensation plans that allow for certain management employees and the Equifax Board of Directors to defer the receipt of compensation (such as salary, incentive compensation or shares payable under vested restricted stock units and performance shares) until a later date based on the terms of the plans. The Company also makes contributions to the accounts of certain executives who are not eligible to participate in either of the Supplemental Retirement Plans. The benefits under our deferred compensation plans are guaranteed by the assets of a grantor trust which, through our funding, make investments in certain mutual funds. The purpose of this trust is to ensure, subject to the claims of the Company’s creditors in the event of the Company’s insolvency, the distribution of benefits accrued by participants of the deferred compensation plans, and to ensure full funding, upon a change in control, of the present value of accrued benefits payable to participants or beneficiaries under the plans.
 
Annual Incentive Plan.  We have a shareholder-approved Annual Incentive Plan, which is a component of the Omnibus Plans, for certain key officers that provides for annual or long-term cash awards at the end of various measurement periods, based on the earnings per share, revenue and/or various other criteria over the measurement period. Our total accrued incentive compensation for all incentive plans included in accrued salaries and bonuses on our Consolidated Balance Sheets was $88.0 million and $45.5 million at December 31, 2023 and 2022, respectively.
 
Employee Benefit Trusts.  We maintain two employee benefit trusts for the purpose of satisfying obligations under the two Supplemental Retirement Plans. One of these trusts held 0.6 million shares of Equifax stock with a value, at cost, of $5.9 million at December 31, 2023 and December 31, 2022, as well as cash, which was not material for both periods presented. These employee benefits trust assets are dedicated to ensure the payment of benefits accrued under our Supplemental Retirement Plans, and to ensure full funding of the accrued benefits in case of a change in control, as defined in the trust agreements. The assets in these plan trusts which are recorded on our Consolidated Balance Sheets are subject to creditor’s claims in case of insolvency of Equifax Inc.