<PAGE>
INDEX
Page No.
-----------
Part I. Financial Information
Consolidated Balance Sheets --
June 30, 1995 and December 31, 1994 2 - 3
Consolidated Statements of Income --
Three Months Ended June 30, 1995 and 1994 4
Consolidated Statements of Income --
Six Months Ended June 30, 1995 and 1994 5
Consolidated Statement of Shareholders'
Equity -- Six Months Ended June 30, 1995 6
Consolidated Statements of Cash Flows --
Six Months Ended June 30, 1995 and 1994 7
Notes to Consolidated Financial
Statements 8 - 9
Management's Discussion and Analysis
of Results of Operations and
Financial Condition 10 - 13
Review by Independent Public Accountants 13
Review Report by Independent Public Accountants 14
Part II. Other Information 15 - 16
Exhibit Index 17
Consent Letter Covering Review by Independent
Public Accountants 18
1
<PAGE>
PART I. FINANCIAL INFORMATION
--------------------------------
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS JUNE DECEMBER
30, 31,
(In thousands) 1995 1994
------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents.............................$ 64,469 $ 79,409
Accounts receivable................................... 246,358 242,645
Deferred income tax assets............................ 23,490 26,472
Other current assets.................................. 36,735 27,353
----------- -----------
Total current assets................................. 371,052 375,879
----------- -----------
PROPERTY AND EQUIPMENT:
Land, buildings and improvements...................... 15,257 13,841
Data processing equipment and furniture............... 206,867 203,189
----------- -----------
222,124 217,030
Less-Accumulated depreciation......................... 137,308 132,792
----------- -----------
84,816 84,238
----------- -----------
GOODWILL.............................................. 333,107 331,438
----------- -----------
PURCHASED DATA FILES.................................. 80,282 85,621
----------- -----------
OTHER................................................. 164,406 143,998
----------- -----------
$ 1,033,663 $ 1,021,174
=========== ===========
</TABLE>
The notes on pages 8 and 9 are an integral part of these balance sheets.
2
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS JUNE DECEMBER
30, 31,
(In thousands, except par value) 1995 1994
------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term debt and current maturities................$ 48,628 $ 63,713
Accounts payable...................................... 59,538 53,561
Accrued salaries and bonuses.......................... 20,520 29,410
Income taxes payable.................................. -- 21,204
Other current liabilities............................. 108,970 132,158
----------- -----------
Total current liabilities........................... 237,656 300,046
----------- -----------
LONG-TERM DEBT, LESS CURRENT MATURITIES............... 243,196 211,967
----------- -----------
POSTRETIREMENT BENEFIT OBLIGATION..................... 82,671 83,029
----------- -----------
OTHER LONG-TERM LIABILITIES........................... 59,123 64,273
----------- -----------
COMMITMENTS AND CONTINGENCIES (Notes 3 and 4)
SHAREHOLDERS' EQUITY:
Common stock, $2.50 par value; shares
authorized - 125,000; issued - 84,022 in 1995
and 83,389 in 1994; outstanding - 76,347
in 1995 and 75,895 in 1994.......................... 210,056 208,471
Paid-in capital....................................... 157,767 145,859
Retained earnings..................................... 216,456 175,894
Cumulative foreign currency translation
adjustment.......................................... (10,940) (13,386)
Treasury stock, at cost, 4,316 shares in 1995
and 4,094 shares in 1994............................ (96,113) (87,975)
Stock held by employee benefits trusts, at cost,
3,360 shares in 1995 and 3,400 shares in 1994....... (66,209) (67,004)
----------- -----------
Total shareholders' equity.......................... 411,017 361,859
----------- -----------
$ 1,033,663 $ 1,021,174
=========== ===========
</TABLE>
The notes on pages 8 and 9 are an integral part of these balance sheets.
3
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
(In thousands, except per share amounts) 1995 1994
------------------------------------------------------------------------------
<S> <C> <C>
Operating revenue................................... $ 407,406 $ 342,687
----------- -----------
Costs of services................................... 262,810 222,387
Selling, general and administrative expenses........ 81,078 69,431
----------- -----------
Total operating expenses........................... 343,888 291,818
----------- -----------
Operating income.................................... 63,518 50,869
Other income, net................................... 1,990 1,800
Interest expense.................................... (4,922) (3,581)
----------- -----------
Income before income taxes.......................... 60,586 49,088
Provision for income taxes.......................... 24,772 20,372
----------- -----------
Net income.......................................... $ 35,814 $ 28,716
=========== ===========
Weighted average common shares outstanding.......... 76,487 73,383
=========== ===========
Per common share:
Net income........................................ $ 0.47 $ 0.39
=========== ===========
Dividends......................................... $ 0.155 $ 0.155
=========== ===========
</TABLE>
The notes on pages 8 and 9 are an integral part of these statements.
4
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
(In thousands, except per share amounts) 1995 1994
------------------------------------------------------------------------------
<S> <C> <C>
Operating revenue................................. $ 791,599 $ 662,046
----------- -----------
Costs of services................................. 514,933 427,542
Selling, general and administrative expenses...... 159,913 139,694
----------- -----------
Total operating expenses......................... 674,846 567,236
----------- -----------
Operating income.................................. 116,753 94,810
Other income, net................................. 4,246 2,893
Interest expense.................................. (9,921) (7,074)
----------- -----------
Income before income taxes........................ 111,078 90,629
Provision for income taxes........................ 45,792 37,611
----------- -----------
Net income........................................ $ 65,286 $ 53,018
=========== ===========
Weighted average common shares outstanding........ 76,325 73,733
=========== ===========
Per common share:
Net income...................................... $ 0.86 $ 0.72
=========== ===========
Dividends....................................... $ 0.310 $ 0.295
=========== ===========
</TABLE>
The notes on pages 8 and 9 are an integral part of these statements.
5
<PAGE>
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
(In thousands) JUNE 30, 1995
------------------------------------------------------------------------------
<S> <C>
COMMON STOCK:
Balance at beginning of period............................... $ 208,471
Shares issued under stock plans.............................. 1,585
-----------
Balance at end of period..................................... $ 210,056
===========
PAID-IN CAPITAL:
Balance at beginning of period............................... $ 145,859
Shares issued under stock plans.............................. 9,981
Other........................................................ 1,927
-----------
Balance at end of period..................................... $ 157,767
===========
RETAINED EARNINGS:
Balance at beginning of period............................... $ 175,894
Net income................................................... 65,286
Cash dividends paid.......................................... (24,724)
-----------
Balance at end of period..................................... $ 216,456
===========
CUMULATIVE FOREIGN CURRENCY TRANSLATION ADJUSTMENT:
Balance at beginning of period............................... $ (13,386)
Adjustment during period..................................... 2,446
-----------
Balance at end of period..................................... $ (10,940)
===========
TREASURY STOCK:
Balance at beginning of period............................... $ (87,975)
Cost of shares repurchased................................... (10,168)
Cost of shares reissued for prior year acquisitions.......... 2,030
-----------
Balance at end of period..................................... $ (96,113)
===========
STOCK HELD BY EMPLOYEE BENEFITS TRUSTS:
Balance at beginning of period............................... $ (67,004)
Cost of shares reissued under stock plans.................... 795
-----------
Balance at end of period..................................... $ (66,209)
===========
</TABLE>
The notes on pages 8 and 9 are an integral part of this statement.
6
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
(In thousands) 1995 1994
------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income...................................... $ 65,286 $ 53,018
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization................. 37,923 29,846
Changes in assets and liabilities:
Accounts receivable, net.................... (1,813) (1,153)
Current liabilities, excluding debt......... (40,153) (1,388)
Other current assets........................ (8,952) (6,159)
Deferred income taxes....................... (1,766) (1,932)
Other long-term liabilities, excluding debt. (3,001) (1,831)
----------- -----------
Net cash provided by operating activities....... 47,524 70,401
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment............. (14,560) (9,625)
Change in short-term investments................ -- (4,638)
Additions to other assets, net.................. (17,622) (6,663)
Acquisitions, net of cash acquired.............. (11,914) (29,463)
Deferred payments on prior year acquisitions.... (8,743) --
Proceeds from sale of land and buildings........ -- 57,079
----------- -----------
Net cash (used) provided by investing activities (52,839) 6,690
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net short-term borrowings....................... (16,599) --
Net long-term borrowings........................ 30,863 (1,365)
Dividends paid.................................. (24,724) (22,850)
Treasury stock purchases........................ (10,168) (48,103)
Proceeds from exercise of stock options......... 8,826 7,360
Other........................................... 1,042 1,003
----------- -----------
Net cash used by financing activities........... (10,760) (63,955)
----------- -----------
Effect of foreign currency exchange rates on cash. 1,135 (2,126)
----------- -----------
Net cash (used) provided.......................... (14,940) 11,010
Cash at beginning of period....................... 79,409 85,604
----------- -----------
Cash at end of period............................. $ 64,469 $ 96,614
=========== ===========
</TABLE>
The notes on pages 8 and 9 are an integral part of these statements.
7
<PAGE>
EQUIFAX INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
June 30, 1995
1. BASIS OF PRESENTATION:
The financial statements included herein have been prepared by the Company
pursuant to the rules and regulations of the Securities and Exchange Commission.
This information reflects all adjustments which are, in the opinion of
management, necessary for a fair statement of the financial position of the
company as of June 30, 1995 and the results of operation for the three and six
months ended June 30, 1995 and 1994 and the cash flows for the six months ended
June 30, 1995 and 1994. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. The Company believes that
disclosures are adequate to make the information presented not misleading. It
is suggested that these financial statements be read in conjunction with the
financial statements and the notes thereto included in the Company's annual
report on Form 10-K for the year ended December 31, 1994.
2. TREASURY STOCK:
During the first six months of 1995, the Company repurchased approximately
316,000 of its common shares through open market transactions at an aggregate
cost of $10,168,000, and also reissued approximately 93,000 shares in
conjunction with payments due on prior year acquisitions. Subsequent to June
30, 1995, the Company's Board of Directors authorized an additional $50,000,000
of share repurchases.
3. AGREEMENT WITH COMPUTER SCIENCES CORPORATION:
The Company has an agreement with Computer Sciences Corporation (CSC) under
which CSC-owned credit bureaus and certain CSC affiliate bureaus utilize the
Company's credit database service. CSC and these affiliates retain ownership of
their respective credit files and the revenues generated by their credit
reporting activity. The Company receives a processing fee for maintaining the
database and for each report supplied. The agreement expires in 1998, is
renewable at the option of CSC for successive ten-year periods, and provides CSC
with an option to sell its collection and credit reporting businesses to the
Company. The option is currently exercisable and expires in 2013. In the event
CSC does not exercise its option to sell and does not renew the agreement, or if
there is a change in control of CSC, the Company has the option to purchase
CSC's collection and credit reporting businesses. The option price is
determined, for all purposes, in accordance with the following schedule: on or
before July 31, 1995, at the higher of $365 million or a price determined by
certain financial formulas; after July 31, 1995 until July 31, 1998, at the
price determined by such financial formulas; and after July 31, 1998, at
appraised value.
4. LOTTERY CONTRACT DISPUTE AND LITIGATION:
High Integrity Systems, Inc. (HISI), a Company subsidiary, entered into a
contract in July 1992 to provide lottery services to the state of California.
Under this contract, HISI agreed to provide a system to automate the processing
of instant lottery tickets and a system to sell on-line game tickets through
10,000 low-volume terminals.
On April 26, 1993, the California State Lottery (CSL) filed suit against HISI in
Superior Court, Sacramento County, California, and on May 7, 1993, the CSL filed
its first amended complaint naming Equifax Inc., et al. and Federal Insurance
Company as additional defendants. The CSL is seeking unspecified damages for
alleged breach of contract and injunctive relief and is asserting a claim
against Federal Insurance Company for $18.5 million, which represents the face
amount of a performance bond delivered to the CSL in July 1992 on behalf of
HISI.
On May 7, 1993, HISI filed a cross-complaint against the CSL seeking
compensatory and general damages in an
8
<PAGE>
amount not less than $65 million and special and consequential damages in an
amount not less than $100 million.
On July 14, 1995, the CSL and HISI jointly announced a renewed business
agreement. This agreement allows the litigation between the parties to be
settled pending execution of the terms of the contract.
The contract to be reinstated calls for HISI to install its system to automate
the processing of instant lottery tickets. The CSL will purchase 6,700
terminals, related security hardware and various software applications developed
to support the system, at a cost of $25,000,000. The CSL will initially install
a minimum of 6,000 terminals with HISI retaining an option to install up to
4,000 additional terminals, with CSL approval. HISI is guaranteed to receive 66
months of revenue for each of the 6,000 terminals at the rate of 5% on each
dollar of lottery ticket sales occurring from each terminal. If HISI completes
the system and acceptance testing within specified dates, an incentive payment
of up to $4,000,000 may be earned. HISI and the CSL have established an
oversight committee and engaged an independent technical advisor who will
consult in the design and implementation of acceptance testing and start-up
activities.
In September 1993, the Company recorded a provision of $48,438,000 ($30,939,000
after tax, or $.41 per share) related to the lottery contract to write down data
processing equipment and other assets to their estimated net realizable value
and to accrue for estimated costs related to litigation of the CSL. In
management's opinion, this provision is adequate and the ultimate resolution of
the CSL litigation will not have a materially adverse impact on the Company's
financial position or results of operations.
If the terms of the reinstated agreement are finalized as currently contemplated
by the parties, the Company will record the financial impact of this settlement,
less related legal expenses and the additional costs to be incurred by the
Company to complete and install the terminals, in the quarter in which the
agreement is finalized.
5. ACQUISITIONS:
During the first six months, the Company acquired substantially all of the
assets and business operations of three businesses, Vallance and Associates,
Inc. (in the Insurance Services segment), Medical Review Systems, L.P. (in the
General Services segment), and UCB Services, Inc. (in the Credit Services
segment). These acquisitions were accounted for as purchases and had an
aggregate purchase price of $11,997,000, of which $2,681,000 was allocated to
goodwill and $9,016,000 to other assets (primarily software). Their results of
operation have been included in the consolidated statement of income from their
respective dates of acquisition and were not material to the results of
operation of the Company.
The Company also invested $10.0 million to provide financing to Physician
Computer Network, Inc. (PCN), a national network of medical practice management
systems. The PCN financing is in the form of a note, convertible into shares of
PCN common stock at a conversion premium. The note is recorded in other assets.
In conjunction with the financing, the Company entered into an exclusive
marketing agreement with PCN, whereby PCN will integrate certain of the
Company's healthcare services into its product line and promote the Company as
its exclusive claims clearing house for PCN customers.
9
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
Results of Operations - (second quarter and first six months of 1995 compared to
the second quarter and first six months of 1994)
Revenue for the second quarter and first six months increased 19% and 20%
respectively over the comparable periods of 1994. Approximately nine percentage
points of the second quarter increase and eleven percentage points of the year-
to-date increase were attributable to acquisitions. Operating income increased
in the second quarter and first six months by 25% and 23% respectively,
primarily the result of continued revenue growth in higher margin business units
and on-going expense controls throughout the organization. Acquisitions
accounted for three percentage points of each period's increase in operating
income but were slightly dilutive to net income and net income per share in both
periods due to increased interest expense and average shares outstanding.
Operating revenue and operating income by industry segment for the second
quarter and first six months of 1995 and 1994 are as follows:
<TABLE>
<CAPTION>
(In thousands) Second Quarter Six Months
-------------------- --------------------
<S> <C> <C> <C> <C>
Operating Revenue: 1995 1994 1995 1994
------------------ -------- -------- -------- --------
Credit Information Services $120,043 $110,358 $232,409 $220,543
Payment Services 68,831 56,184 129,709 106,741
Insurance Information Services 132,439 114,142 259,538 221,120
International Operations 50,199 32,736 99,131 55,194
General Information Services 35,894 29,267 70,812 58,448
-------- -------- -------- --------
$407,406 $342,687 $791,599 $662,046
======== ======== ======== ========
Operating Income (Loss):
------------------------
Credit Information Services $ 43,929 $ 36,320 $ 84,559 $ 72,985
Payment Services 15,660 13,631 26,663 23,475
Insurance Information Services 11,141 6,068 20,699 9,585
International Operations 4,507 5,362 6,787 8,711
General Information Services (4,081) (2,647) (5,577) (3,867)
-------- -------- -------- --------
Operating Contribution 71,156 58,734 133,131 110,889
General Corporate Expense (7,638) (7,865) (16,378) (16,079)
-------- -------- -------- --------
$ 63,518 $ 50,869 $116,753 $ 94,810
======== ======== ======== ========
</TABLE>
10
<PAGE>
The following discussion analyzes operating results by industry segment, general
corporate expense and consolidated other income and interest expense.
Credit Information Services
---------------------------
Revenue in Credit Information Services increased 9% in the second quarter and 5%
in the first six months. Within Credit Reporting Services, revenue was up 10%
in the quarter and 9% year-to-date. These increases were driven by prescreening
business for credit card issuers and increased business in the national credit
card, automotive and utilities industries. Pricing pressures continue within
Credit Reporting Services but volume growth also continues to more than offset
the price declines. Revenue in Risk Management increased 13% in the quarter and
8% year-to-date, while Mortgage Information Services revenue, exclusive of a
second quarter 1995 acquisition, declined 27% in the quarter and 39% in the
first six months.
Operating income increased 21% in the second quarter and 16% year-to-date.
These increases were driven by the revenue growth in Credit Reporting Services
and continued expense management.
Payment Services
----------------
Revenue increased 22% over 1994 in the quarter and first six months with the
1994 acquisitions of First Security Processing Services (FSPS) and FBS Software
accounting for eight percentage points of the increase in both periods. Check
Services revenue was up 9% in the quarter and first six months while Card
Services revenue, excluding FSPS, increased 21% in the quarter and 19% year-to-
date. Revenue growth within Check Services was due to an increase in the volume
of checks guaranteed while growth within Card Services primarily resulted from
increased processing of cardholder and merchant transactions.
Exclusive of acquisitions, Payment Services operating income increased 11% in
the second quarter and first six months. Within Check Services operating income
was up 4% in the quarter and 1% year-to-date. Operating income in Card
Services, excluding FSPS, increased 21% in the quarter and 23% year-to-date due
to the operating leverage achieved with the revenue growth.
Insurance Information Services
------------------------------
Second quarter and year-to-date revenue increased 16% and 17% respectively, with
motor vehicle registry accounting for five percentage points of the increase in
each period. The 1994 acquisitions of PRC and Osborn Laboratories accounted for
another six and seven percentage points of these increases respectively. Data
Services revenue increased 12% in the second quarter and 11% year-to-date, led
by unit growth in C.L.U.E. products and motor vehicle records, partly offset by
a decline in average prices. Field Services revenue increased 3% in the quarter
and 5% in the first six months, primarily the result of unit volume increases in
several products. Commercial Specialist revenue increased 13% for the quarter
and 9% year-to-date, while CUE U.K., a database product for the U.K. insurance
industry introduced late in the fourth quarter 1994, had modest revenue in each
of the first two quarters of 1995.
Operating income improved $5.1 million in the quarter and $11.1 million year-to-
date, with acquisitions contributing about $2.0 and $3.9 million respectively.
The remaining increase was due primarily to the operating leverage achieved from
the increased Data Services revenues and cost controls within Field Services.
International Operations
------------------------
International Operations revenue, exclusive of acquisitions, increased 2% in the
second quarter and 3% in the first six months, with higher revenues in Europe
offset by lower Canadian revenues in both periods. In local currency excluding
acquisitions, Equifax Europe revenues increased 13% in the quarter and 16% year-
to-date, while Canadian
11
<PAGE>
revenues declined 11% and 6% respectively. The increases within Europe
continued the trend of growth due to market share gains in Credit and Marketing
Services. The decline in Canadian revenue was due primarily to the sale of its
field services insurance products business. Lower revenues within Canadian
Credit Services caused by a general slowdown in the Canadian economy also
contributed to the revenue decline in both periods.
Operating income for this segment declined $.9 million in the quarter and $1.9
million year-to-date due primarily to integration costs associated with the
1994 acquisitions of Infolink (in the U.K.) and Canadian Bonded Credits and the
decline in Canadian Credit Services revenue.
General Information Services
----------------------------
Revenue in the General Information Services sector increased 23% in the second
quarter and 21% year-to-date, with about nine percentage points of each period's
increase from acquisitions. Excluding acquisitions, revenue from Marketing
Services increased 15% in the quarter and 11% for the first six months, while
Healthcare Services revenue increased 13% in each period.
This segment's operating loss increased $1.4 million in the second quarter and
$1.7 million year-to-date, due to higher expenses associated with Healthcare
acquisitions and the introduction of Medical Credential Verification Service.
In July 1995, the Company sold Elrick and Lavidge, one of the operating units
within Marketing Services. This transaction will not have a material effect on
the results of operations of the Company.
General Corporate Expense
-------------------------
General Corporate Expense declined 3% in the second quarter but increased 2%
year-to-date due primarily to fluctuations in the Company's performance share
plan expense.
Other Income and Interest Expense
---------------------------------
The increase in other income in both periods resulted primarily from higher
levels of interest income in 1995. This difference should moderate in future
quarters, as funds previously invested in Canada have been used to partially
finance acquisitions in the U.K.
The increase in interest expense reflects higher levels of borrowings due
primarily to acquisition activities.
12
<PAGE>
FINANCIAL CONDITION
The Company's financial condition remained strong during the first six months of
1995. Working capital increased $57.6 million to $133.4 million while net cash
provided by operations declined $22.9 million to $47.5 million, reflecting
increased disbursements for accrued income taxes, salaries and other year-end
1994 items. Normal capital expenditures and dividend payments were met with
these internally generated funds.
Other significant outlays in the first six months included $11.9 million for
1995 acquisitions (Note 5), $8.7 million in payments related to 1994
acquisitions, $10.2 million of treasury stock purchases, $16.6 million net
reduction in short-term debt, and $10.0 million to provide financing to PCN
(Note 5). These transactions were principally financed by an increase in long-
term debt and the use of existing cash reserves.
Capital expenditures for the remainder of 1995 are currently projected to be
approximately $25 million, exclusive of acquisitions. Additional expenditures
are possible as opportunities arise. As of June 30, 1995, including the Board
of Directors additional authorization (Note 2), approximately $80 million
remains authorized under the Company's share repurchase program.
The remaining 1995 capital expenditures should be met with internally generated
funds. In August 1995, the Company structured a new revolving credit facility
with eight banks totaling $550 million. This credit facility is available to
fund future capital requirements, including the possible purchase of the CSC
collections and credit reporting businesses (Note 3). Management feels the
Company has sufficient debt capacity to finance all of these requirements, if
necessary.
Limited Review By
Independent Public Accountants
Arthur Andersen LLP, independent public accountants, has performed a limited
review of the interim financial information contained herein in accordance with
established professional standards and procedures for such a review. Attached
hereto is a review report from Arthur Andersen LLP covering its limited review
of the interim financial information contained herein.
13
<PAGE>
[LETTERHEAD OF ARHTUR ANDERSEN LLP]
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders of Equifax Inc.:
We have reviewed the accompanying interim consolidated balance sheet of EQUIFAX
INC. (a Georgia corporation) AND SUBSIDIARIES as of June 30, 1995 and the
related interim consolidated statements of income for the six-month and three-
month periods ended June 30, 1995 and 1994, shareholders' equity for the six-
month period ended June 30, 1995, and cash flows for the six-month periods ended
June 30, 1995 and 1994. These financial statements are the responsibility of
the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the financial statements referred to above for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the accompanying consolidated balance sheet of Equifax Inc. and
subsidiaries as of December 31, 1994, and in our report dated February 17, 1995,
we expressed an unqualified opinion on that statement.
/s/ ARTHUR ANDERSEN LLP
-----------------------
Atlanta, Georgia
August 11, 1995
14
<PAGE>
PART II. OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings
------- -----------------
On April 26, 1993, the California State Lottery filed suit against High
Integrity Systems, Inc., a Company subsidiary, in the Superior Court of the
State of California, Sacramento County.
Reference is made to information reported in Note 4 of the Notes to Consolidated
Financial Statements, included in Part I of this report.
Item 4. Submission of Matters to a Vote of Security Holders
------- ---------------------------------------------------
(a) On April 26, 1995, the Company held its regular annual meeting of
Shareholders.
(b) Following is a description of each matter voted upon at said meeting with
respective vote tabulations:
(i) Election of five Directors, each to serve terms of three years: Lee
A. Ault, III (64,154,172 votes "for" and 477,298 votes withheld);
Ron D. Barbaro (64,474,616 votes "for" and 156,854 votes withheld);
John L. Clendenin (64,465,840 votes "for" and 165,630 votes
withheld); A. W. Dahlberg (64,463,439 votes "for" and 168,031 votes
withheld); L. Phillip Humann (64,210,600 votes "for" 420,870 votes
withheld).
(ii) Appointment of Arthur Andersen LLP, as independent public
accountants of the Company for the year 1995 (64,089,399 votes
"for"; 307,352 votes "against"; and 234,719 abstentions).
Item 5. Other Information
------- -----------------
Reference is made to information reported in Notes 1, 2 and 5 of the Notes to
Consolidated Financial Statements, included in Part I of this report.
Item 6. Exhibits and Reports on Form 8-K
------- --------------------------------
(a) Exhibits
15 Letter from Arthur Andersen LLP, dated August 11, 1995.
(b) Reports on Form 8-K
Registrant did not file any reports on Form 8-K during the quarter for
which this report is filed.
15
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EQUIFAX INC.
------------
(Registrant)
Date: August 10, 1995 /s/C. B. Rogers, Jr.
--------------------- ----------------------------
C. B. Rogers, Jr., Chairman
and Chief Executive Officer
Date: August 10, 1995 /s/P. J. Mazzilli
--------------------- ----------------------------
P. J. Mazzilli
Chief Accounting Officer
16
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Description of Exhibit
------- ----------------------
15 Arthur Andersen LLP
Letter dated August 11, 1995
27 Financial Data Schedule
17
<PAGE>
[ARTHUR ANDERSEN LLP LETTERHEAD]
EXHIBIT 15
To Equifax Inc.:
We are aware that Equifax Inc. has incorporated by reference in its previously
filed Registration Statements on Form S-3 or Form S-8, File No. 33-40011, File
No. 33-58734, File No. 33-34640, File No. 33-71202, as amended, File No. 33-
66728, File No. 33-71200, File No. 33-82374, File No. 33-86018, File No. 33-
86978 and File No. 33-58627 its Form 10-Q for the six months ended June 30,
1995, which includes our report dated August 11, 1995, covering the unaudited
interim financial information contained therein. Pursuant to Regulation C of
the Securities Act of 1933 (the "Act"), that report is not considered a part of
the Registration Statements prepared or certified by our firm or a report
prepared or certified by our firm within the meaning of Sections 7 and 11 of the
Act.
/S/ ARTHUR ANDERSEN LLP
-----------------------
Atlanta, Georgia
August 11, 1995
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
[DESCRIPTION] FINANCIAL DATA SCHEDULE
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM EQUIFAX INC.
FINANCIAL STATEMENTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 64,469
<SECURITIES> 0
<RECEIVABLES> 253,521
<ALLOWANCES> 7,163
<INVENTORY> 0
<CURRENT-ASSETS> 371,052
<PP&E> 222,124
<DEPRECIATION> 137,308
<TOTAL-ASSETS> 1,033,663
<CURRENT-LIABILITIES> 237,656
<BONDS> 243,196
<COMMON> 210,056
0
0
<OTHER-SE> 374,223
<TOTAL-LIABILITY-AND-EQUITY> 1,033,663
<SALES> 791,599
<TOTAL-REVENUES> 791,599
<CGS> 514,933
<TOTAL-COSTS> 514,933
<OTHER-EXPENSES> 159,913
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,921
<INCOME-PRETAX> 111,078
<INCOME-TAX> 45,792
<INCOME-CONTINUING> 65,286
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 65,286
<EPS-PRIMARY> .86
<EPS-DILUTED> .86
</TABLE>
