Georgia | 001-06605 | 58-0401110 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1550 Peachtree Street, N.W. | ||
Atlanta, Georgia | 30309 | |
(Address of principal executive offices) | (Zip Code) |
☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
☐ | Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
(d) | Exhibits |
EQUIFAX INC. | |||
By: | /s/ John W. Gamble, Jr. | ||
Name: | John W. Gamble, Jr. | ||
Title: | Corporate Vice President and | ||
Chief Financial Officer |
1550 Peachtree Street, N.W. Atlanta, Georgia 30309 |
Trevor Burns | Ines Gutzmer |
Investor Relations | Media Relations |
(404) 885-8804 | (404) 885-8325 |
trevor.burns@equifax.com | ines.gutzmer@equifax.com |
• | Total revenue was up slightly at $308.3 million in the third quarter of 2018 compared to $307.7 million in the third quarter of 2017. Operating margin for USIS was 30.9 percent in the third quarter of 2018 compared to 42.1 percent in the third quarter of 2017. Adjusted EBITDA margin for USIS was 46.2 percent in the third quarter of 2018 compared to 49.2 percent in the third quarter of 2017. |
• | Online Information Solutions revenue was $222.4 million, up 1 percent compared to the third quarter of 2017. |
• | Mortgage Solutions revenue was $39.0 million, up 1 percent compared to the third quarter of 2017. |
• | Financial Marketing Services revenue was $46.9 million, down 2 percent compared to the third quarter of 2017. |
• | Total revenue was $235.0 million in the third quarter of 2018, down 2 percent and up 5 percent compared to the third quarter of 2017 on a reported and local currency basis, respectively. Operating margin for International was 8.2 percent in the third quarter of 2018, compared to 22.0 percent in the third quarter of 2017. Adjusted EBITDA margin for International was 29.4 percent in the third quarter of 2018, compared to 33.2 percent in the third quarter of 2017. |
• | Asia Pacific revenue was $80.5 million, down 1 percent compared to the third quarter of 2017 and up 7 percent on a local currency basis. |
• | Europe revenue was $68.5 million, down 1 percent compared to the third quarter of 2017 and flat on a local currency basis. |
• | Latin America revenue was $48.7 million, down 11 percent compared to the third quarter of 2017 and up 7 percent on a local currency basis. |
• | Canada revenue was $37.3 million, up 6 percent compared to the third quarter of 2017 and up 11 percent on a local currency basis. |
• | Total revenue was $202.2 million in the third quarter of 2018, a 9 percent increase compared to the third quarter of 2017. Operating margin for Workforce Solutions was 38.1 percent in the third quarter of 2018 compared to 43.1 percent in the third quarter of 2017. Adjusted EBITDA margin for Workforce Solutions was 47.5 percent in the third quarter of 2018 compared to 48.6 percent in the third quarter of 2017. |
• | Verification Services revenue was $143.9 million, up 11 percent compared to the third quarter of 2017. |
• | Employer Services revenue was $58.3 million, up 3 percent compared to the third quarter of 2017. |
• | Revenue was $88.7 million in the third quarter of 2018, down 12 percent compared to the third quarter of 2017 on a reported and local currency basis. Operating margin was 13.8 percent in the third quarter of 2018 compared to 24.5 percent in the third quarter of 2017. Adjusted EBITDA margin was 28.3 percent compared to 27.9 percent in the third quarter of 2017. |
• | Adjusted EPS attributable to Equifax was $1.41 in the third quarter of 2018, down 8 percent compared to the third quarter of 2017. This financial measure for 2018 excludes the foreign currency impacts from Argentina being a highly inflationary economy and a legal settlement. The financial measure for both 2018 and 2017 excludes cybersecurity incident related costs, acquisition-related amortization expense, net of associated tax impacts, and income tax effects of stock awards recognized upon vesting or settlement. These items are described more fully in the attached Q&A. |
• | Adjusted EBITDA margin was 33.0 percent in the third quarter of 2018, compared to 37.4 percent in the third quarter of 2017. This financial measure for 2018 and 2017 has been adjusted for certain items, including costs related to the cybersecurity incident and a legal settlement as well as the foreign currency impacts from Argentina being a highly inflationary economy, which affect the comparability of the underlying operational performance and are described more fully in the attached Q&A. |
• | For the fourth quarter of 2018, we expect reported revenue to be between $835 and $850 million, reflecting local currency growth as compared to the fourth quarter of 2017 of 2% to 4%, partially offset by an expected 2.5% negative impact of foreign exchange. Adjusted EPS is expected to be between $1.30 and $1.35 per share. The impact of foreign exchange on adjusted EPS compared to the fourth quarter of 2017 is expected to be negative $0.04 per share. |
• | We expect full year 2018 reported revenue to be between $3.412 and $3.427 billion, reflecting local currency growth as compared to 2017 of 2.2% and 2.7%, partially offset by an expected 0.75% negative impact of foreign exchange. Adjusted EPS is expected to be between $5.70 and $5.75 per share. The impact of foreign exchange on adjusted EPS compared to 2017 is expected to be negative $0.10 per share. |
Three Months Ended September 30, | ||||||||
2018 | 2017 | |||||||
(In millions, except per share amounts) | (Unaudited) | |||||||
Operating revenue | $ | 834.2 | $ | 834.8 | ||||
Operating expenses: | ||||||||
Cost of services (exclusive of depreciation and amortization below) | 376.7 | 297.3 | ||||||
Selling, general and administrative expenses | 317.5 | 310.4 | ||||||
Depreciation and amortization | 75.9 | 72.4 | ||||||
Total operating expenses | 770.1 | 680.1 | ||||||
Operating income | 64.1 | 154.7 | ||||||
Interest expense | (26.7 | ) | (21.4 | ) | ||||
Other income, net | 1.3 | 2.7 | ||||||
Consolidated income before income taxes | 38.7 | 136.0 | ||||||
Provision for income taxes | 0.9 | (35.5 | ) | |||||
Consolidated net income | 39.6 | 100.5 | ||||||
Less: Net income attributable to noncontrolling interests including redeemable noncontrolling interests | (1.2 | ) | (4.2 | ) | ||||
Net income attributable to Equifax | $ | 38.4 | $ | 96.3 | ||||
Basic earnings per common share: | ||||||||
Net income attributable to Equifax | $ | 0.32 | $ | 0.80 | ||||
Weighted-average shares used in computing basic earnings per share | 120.5 | 120.1 | ||||||
Diluted earnings per common share: | ||||||||
Net income attributable to Equifax | $ | 0.32 | $ | 0.79 | ||||
Weighted-average shares used in computing diluted earnings per share | 121.6 | 121.4 | ||||||
Dividends per common share | $ | 0.39 | $ | 0.39 |
September 30, 2018 | December 31, 2017 | |||||||
(In millions, except par values) | (Unaudited) | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 253.4 | $ | 336.4 | ||||
Trade accounts receivable, net of allowance for doubtful accounts of $11.5 and $9.1 at September 30, 2018 and December 31, 2017, respectively | 467.9 | 444.8 | ||||||
Prepaid expenses | 90.6 | 94.3 | ||||||
Other current assets | 75.6 | 122.9 | ||||||
Total current assets | 887.5 | 998.4 | ||||||
Property and equipment: | ||||||||
Capitalized internal-use software and system costs | 607.3 | 427.9 | ||||||
Data processing equipment and furniture | 326.3 | 306.6 | ||||||
Land, buildings and improvements | 213.2 | 212.5 | ||||||
Total property and equipment | 1,146.8 | 947.0 | ||||||
Less accumulated depreciation and amortization | (451.6 | ) | (380.0 | ) | ||||
Total property and equipment, net | 695.2 | 567.0 | ||||||
Goodwill | 4,162.8 | 4,184.0 | ||||||
Indefinite-lived intangible assets | 94.9 | 95.0 | ||||||
Purchased intangible assets, net | 1,132.8 | 1,247.0 | ||||||
Other assets, net | 160.8 | 142.0 | ||||||
Total assets | $ | 7,134.0 | $ | 7,233.4 | ||||
LIABILITIES AND EQUITY | ||||||||
Current liabilities: | ||||||||
Short-term debt and current maturities of long-term debt | $ | 3.1 | $ | 965.3 | ||||
Accounts payable | 139.6 | 110.3 | ||||||
Accrued expenses | 179.8 | 160.9 | ||||||
Accrued salaries and bonuses | 96.5 | 119.4 | ||||||
Deferred revenue | 104.9 | 108.4 | ||||||
Other current liabilities | 220.3 | 209.2 | ||||||
Total current liabilities | 744.2 | 1,673.5 | ||||||
Long-term debt | 2,629.4 | 1,739.0 | ||||||
Deferred income tax liabilities, net | 298.6 | 305.1 | ||||||
Long-term pension and other postretirement benefit liabilities | 135.7 | 175.8 | ||||||
Other long-term liabilities | 84.6 | 101.0 | ||||||
Total liabilities | 3,892.5 | 3,994.4 | ||||||
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 - 189.3 at September 30, 2018 and December 31, 2017; Outstanding shares - 120.6 and 120.1 at September 30, 2018 and December 31, 2017, respectively | 236.6 | 236.6 | ||||||
Paid-in capital | 1,347.4 | 1,332.7 | ||||||
Retained earnings | 4,740.1 | 4,600.6 | ||||||
Accumulated other comprehensive loss | (561.4 | ) | (412.0 | ) | ||||
Treasury stock, at cost, 68.1 shares and 68.6 shares at September 30, 2018 and December 31, 2017, respectively | (2,572.3 | ) | (2,577.6 | ) | ||||
Stock held by employee benefit trusts, at cost, 0.6 shares at September 30, 2018 and December 31, 2017 | (5.9 | ) | (5.9 | ) | ||||
Total Equifax shareholders' equity | 3,184.5 | 3,174.4 | ||||||
Noncontrolling interests including redeemable noncontrolling interests | 57.0 | 64.6 | ||||||
Total equity | 3,241.5 | 3,239.0 | ||||||
Total liabilities and equity | $ | 7,134.0 | $ | 7,233.4 |
Nine Months Ended September 30, | ||||||||
2018 | 2017 | |||||||
(In millions) | (Unaudited) | |||||||
Operating activities: | ||||||||
Consolidated net income | $ | 279.6 | $ | 423.5 | ||||
Adjustments to reconcile consolidated net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 235.3 | 216.7 | ||||||
Stock-based compensation expense | 32.8 | 34.6 | ||||||
Deferred income taxes | (13.4 | ) | (40.6 | ) | ||||
Changes in assets and liabilities, excluding effects of acquisitions: | ||||||||
Accounts receivable, net | (32.1 | ) | (14.9 | ) | ||||
Other assets, current and long-term | 33.7 | (24.4 | ) | |||||
Current and long term liabilities, excluding debt | (28.5 | ) | 13.8 | |||||
Cash provided by operating activities | 507.4 | 608.7 | ||||||
Investing activities: | ||||||||
Capital expenditures | (208.1 | ) | (157.5 | ) | ||||
Acquisitions, net of cash acquired | (115.8 | ) | (77.3 | ) | ||||
Cash received from sale of asset | 5.6 | 8.6 | ||||||
Investment in unconsolidated affiliates, net | (6.9 | ) | — | |||||
Cash used in investing activities | (325.2 | ) | (226.2 | ) | ||||
Financing activities: | ||||||||
Net short-term (repayments) borrowings | (960.9 | ) | 354.9 | |||||
Payments on long-term debt | (100.0 | ) | (322.5 | ) | ||||
Borrowings on long-term debt | 994.5 | — | ||||||
Treasury stock purchases | — | (77.1 | ) | |||||
Dividends paid to Equifax shareholders | (140.8 | ) | (140.7 | ) | ||||
Dividends paid to noncontrolling interests | (8.7 | ) | (8.2 | ) | ||||
Proceeds from exercise of stock options | 11.3 | 18.8 | ||||||
Payment of taxes related to settlement of equity awards | (18.8 | ) | (28.0 | ) | ||||
Purchase of redeemable noncontrolling interests | (23.5 | ) | — | |||||
Debt issuance costs | (7.6 | ) | — | |||||
Payment of contingent consideration | (1.5 | ) | — | |||||
Cash used in financing activities | (256.0 | ) | (202.8 | ) | ||||
Effect of foreign currency exchange rates on cash and cash equivalents | (9.2 | ) | 6.4 | |||||
(Decrease) increase in cash and cash equivalents | (83.0 | ) | 186.1 | |||||
Cash and cash equivalents, beginning of period | 336.4 | 129.3 | ||||||
Cash and cash equivalents, end of period | $ | 253.4 | $ | 315.4 |
(In millions) | Three months ended September 30, | |||||||||||||||||
Local Currency | ||||||||||||||||||
Operating revenue: | 2018 | 2017 | $ Change | % Change | % Change* | |||||||||||||
Online Information Solutions | $ | 222.4 | $ | 221.0 | $ | 1.4 | 1 | % | ||||||||||
Mortgage Solutions | 39.0 | 38.8 | 0.2 | 1 | % | |||||||||||||
Financial Marketing Services | 46.9 | 47.9 | (1.0 | ) | (2 | )% | ||||||||||||
Total U.S. Information Solutions | 308.3 | 307.7 | 0.6 | — | % | |||||||||||||
Asia Pacific | 80.5 | 81.2 | (0.7 | ) | (1 | )% | 7 | % | ||||||||||
Europe | 68.5 | 69.0 | (0.5 | ) | (1 | )% | — | % | ||||||||||
Latin America | 48.7 | 54.5 | (5.8 | ) | (11 | )% | 7 | % | ||||||||||
Canada | 37.3 | 35.1 | 2.2 | 6 | % | 11 | % | |||||||||||
Total International | 235.0 | 239.8 | (4.8 | ) | (2 | )% | 5 | % | ||||||||||
Verification Services | 143.9 | 129.9 | 14.0 | 11 | % | |||||||||||||
Employer Services | 58.3 | 56.5 | 1.8 | 3 | % | |||||||||||||
Total Workforce Solutions | 202.2 | 186.4 | 15.8 | 9 | % | |||||||||||||
Global Consumer Solutions | 88.7 | 100.9 | (12.2 | ) | (12 | )% | (12 | )% | ||||||||||
Total operating revenue | $ | 834.2 | $ | 834.8 | $ | (0.6 | ) | — | % | 2 | % |
(in millions) | Three Months Ended September 30, 2018 | Nine Months Ended September 30, 2018 | ||||||
Technology and data security | $ | 92.6 | $ | 193.2 | ||||
Legal and investigative fees | 16.1 | 61.4 | ||||||
Product liability | 7.8 | 11.9 | ||||||
Insurance recoveries | — | (45.0 | ) | |||||
Total | $ | 116.5 | $ | 221.5 |
Three Months Ended September 30, | |||||||||||||||
(In millions, except per share amounts) | 2018 | 2017 | $ Change | % Change | |||||||||||
Net income attributable to Equifax | $ | 38.4 | $ | 96.3 | $ | (57.9 | ) | (60 | )% | ||||||
Acquisition-related amortization expense of certain acquired intangibles (1) | 36.5 | 43.0 | (6.5 | ) | (15 | )% | |||||||||
Cybersecurity incident related costs (2) | 116.5 | 87.5 | 29.0 | 33 | % | ||||||||||
Income tax effects of stock awards that are recognized upon vesting or settlement (3) | (2.0 | ) | (4.8 | ) | 2.8 | (58 | )% | ||||||||
Argentina highly inflationary foreign currency adjustment (4) | 1.2 | — | 1.2 | nm | |||||||||||
Legal Settlement (5) | 18.5 | — | 18.5 | nm | |||||||||||
Tax impact of adjustments (6) | (37.2 | ) | (36.1 | ) | (1.1 | ) | 3 | % | |||||||
Net income attributable to Equifax, adjusted for items listed above | $ | 171.9 | $ | 185.9 | $ | (14.0 | ) | (8 | )% | ||||||
Diluted EPS attributable to Equifax, adjusted for items listed above | $ | 1.41 | $ | 1.53 | $ | (0.12 | ) | (8 | )% | ||||||
Weighted-average shares used in computing diluted EPS | 121.6 | 121.4 |
(1) | During the third quarter of 2018, we recorded acquisition-related amortization expense of certain acquired intangibles of $36.5 million ($31.0 million, net of tax). We calculate this financial measure by excluding the impact of acquisition-related amortization expense and including a benefit to reflect the significant cash income tax savings resulting from the income tax deductibility of amortization for certain acquired intangibles. The $5.5 million of tax is comprised of $9.4 million of tax expense net of $3.9 million of a cash income tax benefit. During the third quarter of 2017, we recorded acquisition-related amortization expense of certain acquired intangibles of $43.0 million ($35.1 million, net of tax). The $7.9 million of tax is comprised of $14.1 million of tax expense net of $6.2 million of a cash income tax benefit. See the Notes to this reconciliation for additional detail. |
(2) | During the third quarter of 2018, we recorded pre-tax expenses related to the cybersecurity incident of $116.5 million ($89.2 million, net of tax). During the third quarter of 2017, we recorded $87.5 million ($59.3 million, net of tax) for expenses related to the cybersecurity incident. See the Notes to this reconciliation for additional detail. |
(3) | During the third quarter of 2018, we recorded a tax benefit of $2.0 million related to the tax effects of deductions for stock compensation in excess of amounts recorded for compensation costs. During the third quarter of 2017, we recorded a tax benefit of $4.8 million related to the tax effects of deductions for stock compensation expense in excess of amounts recorded for compensation costs. See the Notes to this reconciliation for additional detail. |
(4) | Argentina experienced multiple periods of increasing inflation rates, devaluation of the peso, and increasing borrowing rates. As such, Argentina has been deemed a highly inflationary economy by accounting policymakers. During the third quarter of 2018, we recorded a foreign currency loss of $1.2 million related to the impact of remeasuring the peso denominated monetary assets and liabilities as a result of Argentina being a highly inflationary economy. See the Notes to this reconciliation for additional detail. |
(5) | During the third quarter of 2018, we recorded an $18.5 million ($14.1 million, net of tax) charge for a legal settlement that was not related to the cybersecurity incident. See the Notes to this reconciliation for additional detail. |
(6) | During the third quarter of 2018, we recorded the tax impact of adjustments of $37.2 million comprised of (i) acquisition-related amortization expense of certain acquired intangibles of $5.5 million ($9.4 million of tax expense net of $3.9 million of cash income tax benefit), (ii) a tax adjustment of $27.3 million related to expenses for the cybersecurity incident and (iii) a tax adjustment of $4.4 million related to the settlement of a legal claim. |
Three Months Ended September 30, | |||||||||||||||
(in millions) | 2018 | 2017 | $ Change | % Change | |||||||||||
Revenue | $ | 834.2 | $ | 834.8 | $ | (0.6 | ) | — | % | ||||||
Net income attributable to Equifax | $ | 38.4 | $ | 96.3 | $ | (57.9 | ) | (60 | )% | ||||||
Income taxes | (0.9 | ) | 35.5 | (36.4 | ) | (103 | )% | ||||||||
Interest expense, net* | 25.9 | 20.8 | 5.1 | 25 | % | ||||||||||
Depreciation and amortization | 75.9 | 72.4 | 3.5 | 5 | % | ||||||||||
Cybersecurity incident related costs (1) | 116.5 | $ | 87.5 | 29.0 | 33 | % | |||||||||
Argentina highly inflationary foreign currency adjustment (2) | 1.2 | $ | — | nm | nm | ||||||||||
Legal Settlement (3) | 18.5 | $ | — | 18.5 | nm | ||||||||||
Adjusted EBITDA, excluding the items listed above | $ | 275.5 | $ | 312.5 | $ | (37.0 | ) | (12 | )% | ||||||
Adjusted EBITDA margin | 33.0 | % | 37.4 | % |
(1) | During the third quarter of 2018, we recorded pre-tax expenses related to the cybersecurity incident of $116.5 million ($89.2 million, net of tax). During the third quarter of 2017, we recorded $87.5 million ($59.3 million, net of tax) for expenses related to the cybersecurity incident. See the Notes to this reconciliation for additional detail. |
(2) | Argentina experienced multiple periods of increasing inflation rates, devaluation of the peso, and increasing borrowing rates. As such, Argentina has been deemed a highly inflationary economy by accounting policymakers. During the third quarter of 2018, we recorded a foreign currency loss of $1.2 million related to the impact of remeasuring the peso denominated monetary assets and liabilities as a result of Argentina being a highly inflationary economy. See the Notes to this reconciliation for additional detail. |
(3) | During the third quarter of 2018, we recorded an $18.5 million ($14.1 million, net of tax) charge for a legal settlement that was not related to the cybersecurity incident. See the Notes to this reconciliation for additional detail. |
(In millions) | Three months ended September 30, 2018 | |||||||||||||||||||||||
U.S. Information Solutions | International | Workforce Solutions | Global Consumer Solutions | General Corporate Expense* | Total | |||||||||||||||||||
Revenue | $ | 308.3 | $ | 235.0 | $ | 202.2 | $ | 88.7 | — | $ | 834.2 | |||||||||||||
Operating Income | 95.4 | 19.2 | 77.0 | 12.2 | (139.7 | ) | 64.1 | |||||||||||||||||
Depreciation and Amortization | 19.1 | 28.8 | 11.4 | 3.5 | 13.1 | 75.9 | ||||||||||||||||||
Other income/(expense), net** | 0.8 | 2.4 | — | — | (2.7 | ) | 0.5 | |||||||||||||||||
Noncontrolling interest | — | (1.2 | ) | — | — | — | (1.2 | ) | ||||||||||||||||
Adjustments (1) | 27.3 | 19.8 | 7.5 | 9.4 | 72.2 | 136.2 | ||||||||||||||||||
Adjusted EBITDA | $ | 142.6 | $ | 69.0 | $ | 95.9 | $ | 25.1 | $ | (57.1 | ) | $ | 275.5 | |||||||||||
Operating Margin | 30.9 | % | 8.2 | % | 38.1 | % | 13.8 | % | nm | 7.7 | % | |||||||||||||
Adjusted EBITDA Margin | 46.2 | % | 29.4 | % | 47.5 | % | 28.3 | % | nm | 33.0 | % |
(In millions) | Three months ended September 30, 2017 | |||||||||||||||||||||||
U.S. Information Solutions | International | Workforce Solutions | Global Consumer Solutions | General Corporate Expense* | Total | |||||||||||||||||||
Revenue | $ | 307.7 | $ | 239.8 | $ | 186.4 | $ | 100.9 | nm | $ | 834.8 | |||||||||||||
Operating Income | 129.5 | 52.9 | 80.3 | 24.7 | (132.7 | ) | 154.7 | |||||||||||||||||
Depreciation and Amortization | 21.3 | 27.7 | 10.3 | 3.4 | 9.7 | 72.4 | ||||||||||||||||||
Other income/(expense), net** | 0.7 | 3.2 | — | — | (1.8 | ) | 2.1 | |||||||||||||||||
Noncontrolling interest | — | (4.2 | ) | — | — | — | (4.2 | ) | ||||||||||||||||
Adjustments (1) | — | — | — | — | 87.5 | 87.5 | ||||||||||||||||||
Adjusted EBITDA | $ | 151.5 | $ | 79.6 | $ | 90.6 | $ | 28.1 | $ | (37.3 | ) | $ | 312.5 | |||||||||||
Operating Margin | 42.1 | % | 22.0 | % | 43.1 | % | 24.5 | % | nm | 18.5 | % | |||||||||||||
Adjusted EBITDA Margin | 49.2 | % | 33.2 | % | 48.6 | % | 27.9 | % | nm | 37.4 | % |
(1) | During the third quarter of 2018, we recorded pre-tax expenses related to the cybersecurity incident of $116.5 million ($89.2 million, net of tax), and $18.5 million ($14.1 million, net of tax) for a legal settlement that was not related to the cybersecurity incident. In addition, we recorded a foreign currency loss of $1.2 million related to the impact of remeasuring the peso denominated monetary assets and liabilities as a result of Argentina being a highly inflationary economy. |
D!\@'Z @,"# (4 AT")@(O C@"
M00)+ E0"70)G G$">@*$ HX"F *B JP"M@+! LL"U0+@ NL"]0, PL#%@,A
M RT#. -# T\#6@-F W(#?@.* Y8#H@.N [H#QP/3 ^ #[ /Y! 8$$P0@!"T$
M.P1(!%4$8P1Q!'X$C 2:!*@$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MGAK%&NP;%!L[&V,;BANR&]H< APJ'%(<>QRC',P<]1T>'4<=:AZ4'KX>Z1\3'SX?:1^4'[\?ZB 5($$@;""8(,0@\"$<(4@A=2&A( &YXS'DJ>8EYYWI&>J5[!'MC>\)\(7R!?.%]07VA
M?@%^8G["?R-_A'_E@$> J($*@6N!S8(P@I*"](-7@[J$'82 A..%1X6KA@Z&
M