Quarterly report pursuant to Section 13 or 15(d)

ACQUISITIONS AND INVESTMENTS

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ACQUISITIONS AND INVESTMENTS
 9 Months Ended
Sep. 30, 2016
Business Combinations [Abstract]  
ACQUISITIONS AND INVESTMENTS
ACQUISITIONS AND INVESTMENTS

2016 Acquisitions and Investments. On February 24, 2016, the Company completed the acquisition of 100% of the ordinary voting shares of Veda for cash consideration of approximately $1.7 billion (2.4 billion Australian dollars) and debt assumed of approximately $189.5 million (261.9 million Australian dollars). The acquisition provides a strong platform for Equifax to offer data and analytic services and further broaden the Company's geographic footprint. Veda stockholders received 2.825 Australian dollars in cash for each share of Veda common stock they owned. The Company financed the transaction with $1.7 billion of debt, consisting of commercial paper, an $800 million 364-Day revolving credit facility (the "364-Day Revolver"), and an $800 million three-year delayed draw term loan facility (the "Term Loan"). Refer to Note 5 for further discussion on debt. Additionally, on August 23, 2016, the Company completed the acquisition of 100% of the assets and certain liabilities of unemployment tax and claims management specialists Barnett & Associates ("Barnett"), as well as the verifications business, Computersoft, LLC ("Computersoft").

The primary areas of the Veda purchase price that are not yet finalized are related to income taxes, provisions, unearned revenue, intangible assets, property and equipment, working capital, amortization and depreciation lives, and residual goodwill, including the allocation between reporting units. The primary areas of the Barnett and Computersoft purchase price that are not yet finalized are related to working capital and the allocation between reporting units. Accordingly, adjustments may be made to the values of the assets acquired and liabilities assumed as additional information is obtained about the facts and circumstances that existed at the valuation date.

The preliminary valuation of acquired assets and assumed liabilities at the date of the acquisition, include the following:
 
 
(In millions)
Cash
 
$
23.2

Accounts receivable and other current assets
 
36.2

Other assets
 
41.7

Identifiable intangible assets (1)
 
676.7

Goodwill (2)
 
1,448.1

Total assets acquired
 
2,225.9

Debt(3)
 
(189.5
)
Other current liabilities
 
(37.5
)
Other liabilities
 
(174.0
)
Noncontrolling interest
 
(6.7
)
Net assets acquired
 
$
1,818.2


(1)    Identifiable intangible assets are further disaggregated in the table below.
(2) 
The goodwill related to Veda is included in the International segment and is not deductible for tax purposes. The goodwill related to the Barnett and Computersoft acquisition is included in the Workforce Solutions segment and is deductible for tax purposes.
(3)    The Veda debt of $191 million was paid in full on March 10, 2016.

The primary reasons that the purchase price of the acquisitions exceeded the fair value of the net assets acquired, which resulted in the recognition of goodwill, were attributable to new growth opportunities and the acquired assembled and trained workforce of Veda.
 
 
Fair value
 
Weighted-average useful life
Definite-lived intangible assets:
 
(In millions)
 
(In years)
Customer relationships
 
$
169.9

 
15.0
Acquired software and technology
 
104.1

 
4.3
Purchased data files
 
387.5

 
14.8
Non-compete agreements
 
5.3

 
2.1
Trade names and other intangible assets
 
9.9

 
1.0
Total acquired intangibles
 
$
676.7

 
13.0


Pro Forma Financial Information. The following table presents unaudited consolidated pro forma information as if our acquisition of Veda had occurred at the beginning of the earliest period presented. The pro forma amounts may not be necessarily indicative of the operating revenues and results of operations had the acquisition actually taken place at the beginning of the earliest period presented. Furthermore, the pro forma information may not be indicative of future performance.

 
 
Three months ended September 30,
 
 
2015
 
 
As Reported
 
Pro Forma
 
 
(In millions, except per share data)
Operating revenues
 
$
667.4

 
$
732.9

Net income attributable to Equifax
 
117.9

 
116.1

Net income per share (basic)
 
1.00

 
0.98

Net income per share (diluted)
 
0.98

 
0.96


 
 
Nine months ended September 30,
 
 
2016
 
2015
 
 
As Reported
 
Pro Forma
 
As Reported
 
Pro Forma
 
 
(In millions, except per share data)
Operating revenues
 
$
2,343.8

 
$
2,383.2

 
$
1,997.3

 
$
2,198.4

Net income attributable to Equifax
 
365.8

 
368.4

 
317.2

 
318.5

Net income per share (basic)
 
3.07

 
3.09

 
2.67

 
2.68

Net income per share (diluted)
 
3.02

 
3.04

 
2.62

 
2.63



The unaudited pro forma financial information presented in the table above has been adjusted to give effect to adjustments that are (1) directly related to the business combination; (2) factually supportable; and (3) expected to have a continuing impact. These adjustments include, but are not limited to, the application of our accounting policies and depreciation and amortization related to fair value adjustments and intangible assets.