Good morning, and welcome to the Equifax Second Quarter Earnings Release Conference Call. Today's conference is being recorded. At this time I'd like to turn the conference over to Mr. Jeff Dodge. Please go ahead, sir.

Good morning. Welcome to today's conference call. I'm Jeff Dodge, Investor Relations, and with me today are Rick Smith, our Chairman and Chief Executive Officer, and Lee Adrean, Chief Financial Officer. Today's call is being recorded. An archive of the recording will be available later today in the investors center of our website at www.equifax.com. During this call we'll be making certain forward-looking statements to help you understand Equifax and its business environment. These statements involve a number of risks, uncertainties, and other factors that could cause actual results to differ materially from our expectations. Certain risk factors inherent in our business are set forth in filings with the SEC, including our 2008 Form 10-K and subsequent filings. We also refer to certain non-GAAP financial measures for Equifax consolidated in the second quarter of 2009. We've provided adjusted diluted EPS, which adjusts for acquisition-related amortization and certain items indicated in Section A of the non-GAAP financial measures reconciliation attached to our earnings release. We will also present operating results excluding the impact of foreign exchange so that you will have a clear understanding of the fundamental business operations. Please refer to the non-GAAP reconciliation section included in the earnings release and posted in the investors center on our website for details. Now I'd like to turn it over to Rick.

Thanks, Jeff, and good morning, everyone. I think as you all know, economic conditions in most of the geographies around the world in which we operate remain weak throughout the quarter, making the environment for many of our customers very challenging. In these difficult times, however, we're pleased with the progress we're making. We continue to invest in NPI to fuel growth long term, continue to expand into new markets, and we're leveraging lean systematically across the company to draw a good operating performance, and I'll walk through some examples of those later on. For the quarter, total revenue was $455.4 million down 5% in constant dollars over the second quarter of 2008 and down 1% in constant dollars over the first quarter of 2009. Operating margin was 23.5%. That's largely driven by business mix and lower demand for some of our high-margin online products, and again, we'll get into some details later on. Adjusted EPS was $0.57 a share. I'll go through a few as I always do — a few of the more significant highlights, and I'll go business unit by business unit starting out with US Consumer Information Solutions. Now we've met our expectations for the quarter as we experience strong mortgage demand throughout the quarter. As you know, that was driven by rates which were really at the lowest level we've seen in about 40 years. Although operating margin softened in the quarter due to higher mix of mortgage activity, the online solutions operating margin, which represents over 60% of the USCIS revenue, was comparable with the prior year-end of quarter, reflecting the value of our products, our disciplined approach to pricing, and benefits from many lead and expense management initiatives that we've implemented over the past year or two. Mortgage settlement services, as you know,…

Thanks, Rick, and good morning, everyone. This morning all financial information I will be discussing is presented on a GAAP basis unless otherwise noted. You should also refer to the Q&A and non-GAAP reconciliations attached to our earnings release for additional financial information. For the second quarter, compared to the second quarter of 2008, consolidated revenue of $454 million was down 9%. Changes in foreign exchange rates unfavorably impacted revenue by $22 million. In constant dollars, revenue declined 4.8%. Operating margin was 23.5% in the quarter, down 1.9 points from a year ago. Diluted earnings per share for the quarter was $0.47, down from $0.54 in 2008. And excluding the impact of acquisition-related intangible amortization, adjusted earnings per share, a non-GAAP measure, was $0.57 down from $0.64 in the second quarter 2008. Approximately $0.03 of the decline resulted from the year-over-year change in foreign exchange rates. Compared to the first quarter of this year, which gives you a sense of the current business trends and momentum, consolidated revenue of $455 million was up 1%, but down 1% in constant dollars. Operating margin, excluding the impact of the first quarter restructuring charge, was off one point resulting in operating income down 4% from the first quarter. Excluding the impact of acquisition-related intangible amortization, adjusted earnings per share was $0.57, down $0.01. We also reduced total debt during the quarter by $76 million. Turning to the individual business units, our US Consumer Information Solutions revenue was $211 million and in line with expectations we communicated during our first quarter earnings release in April. Online Consumer Information Solutions revenue was $135 million, down 11% compared to 2008 and down 2% from the first quarter. For our core product, total credit decision volume was $117 million, down 20% compared to last year. Revenue per…

Thank you. (Operator's Instructions). And our first question comes from Carter Malloy with Stephens, Inc. Please go ahead.

Hey, guys. Can you talk about the successes with cross selling TALX, Work Number? I think you said you had two new significant customers — I thought last quarter it was only one card issuer that signed up. Can you talk about what type of returns on their spend they're seeing —

Carter, is that you? Could you repeat that, as you're cutting out just a little bit.

Sorry, maybe it is my headset here. So just on your successes with TALX, I think you said you had two —

Yes. Those were just two significant ones I talked about last quarter which we just closed. My point there was they've gone into the billing cycle now, and it's actually generating significant revenue for us. The cross sells are amazing, Carter, right now. Every bank we go into, every financial institution we go into and we talk about the value of combining attributes from employment income with our credit data to solve problems, whether it be collections, whether it be account management, whether it be triggers for setting limits — I think we said we closed 10 new ones alone in the second quarter, and that's on top of many, many, many in the first half of the year as well as last year. So it is doing everything and more than we expected and it's reflective. Look at the numbers; we're looking at over 23% and accelerating.

And is that just because you found new levels? I know you guys worked on pricing for a long time to — especially since you're trying not to update the guys who are paying for the flow reports by sending triggers or —

Yes. What this is, again, is leveraging all the relationships that Dann Adams' team has with the banks to bring new data sources in to solve new problems for customers.

Okay. And then your core online business, can you just talk about price versus volume there?

Yeah, do you remember those numbers?

Yeah. Transaction volume was down 20%, but our average revenue per transaction was up 8%, leading to a net decline of 12%. And again, the issue there is more one of mix. Pricing trends right at the moment are — on core credit reports are flattish, but the very large national credit cards who tend to have the greatest volume and hence the best pricing have declined at a more rapid rate as they've really pulled back on their new account activity in particular, and some of our segments that have higher average pricing have become a larger portion of our base. All of those segments, except for mortgage, are actually declining. It's just that some have declined faster than others, and the ones that have declined the fastest have the lowest average price so that 8% improvement, we love it, but I wouldn't describe it as a sustainable trend. I'd describe it as a mix issue.

Sure. Well, thanks for the color on that, Lee. And I guess it kind of leads over to the credit marketing services as well. Can you just talk about the pullback we've seen — the issuers I see are pulling back, and everybody's kind of still trying to figure out what the impact of the legislation is, and that's not really going out and wanting to acquire new accounts. Do you guys think that that sentiment among the issuing world will improve at all before the February enactment of the —

Carter, I spent a lot of time this first half of the year talking to credit card issuers and the answer is no. I don't expect — as I mentioned in my closing comments, I don't expect any improvement in the acquisition of new credit card customers for our banks in the foreseeable future. I mean, mailings alone in the first half of the year were down from 70%, and I expect that very dismal environment for credit cards to persist. The good thing is when in fact they decide they want more risk and they want more credit card customers, we are so uniquely positioned to help them as I mentioned earlier. We have the credit data, we have wealth data, we have income data, we have employment. We can help them target the right customers better than anyone else in this space. I don't expect that to happen any time soon.

I mean, there's a few opportunities that would do it sooner, but for the most part we're at least a year away from everyone returning to the —

I'm not sure if it's a year or if it's six months, but it's not going to be in the third quarter. So (inaudible) some of the customers do right now is they currently have relationships, how do we use our unique data assets to help them cross sell and up sell?

Okay. And then if I can squeeze one more in just real quickly? In Brazil, specifically on the business credit side, are you guys seeing Serasa there being any more aggressive with pricing — the growth rates seem to have kind of turned. I'm wondering if that's having any type of an impact.

Lee mentioned a few things. We didn't talk about Brazil specifically, but the Latin American business unit which Brazil obviously is an important part of it, you had year-on-year comparisons which are the most difficult. We had some nice projects that slid into the third quarter, and you obviously have the global economy slowing a bit in all parts of Latin America. Now, all three of those impact us. Hey, Brazil is an important market for us. We're succeeding in many aspects in Brazil. Serasa, our experience is they are a good competitor in Brazil. We respect them down there, but we're going to continue to invest and grow in Brazil. We've got a great partnership with ACSP; we continue to look for new ways to expand in Brazil.

Okay. Thank you.

And our next question comes from Andrew Jeffrey with SunTrust. Please go ahead.

Good morning, guys. Lee, just stepping back from a high-level standpoint, you talked about some third quarter guidance with USCIS down modestly, a little better margins in international, it sounds like TALX continues to have a good outlook despite your view toward lower margin. Yet I kind of put all that stuff together and look at you're down as much as $0.05 sequential earnings. Is there corporate expense going up there or is the USCIS margin going to continue the trend? How do I reconcile those pieces with the overall view?

Yeah. I think the biggest change from Q2 to Q3 that we currently expect is that you're likely to see mortgage revenues down perhaps in the range of $600 million as I just estimated it today based on some trending. And you could see CMS and online based on current trends may be down $2-4 million. Now the good news is the mortgage revenue because it's not the same margin, doesn't have the same fall through effect that CMS or online would have, but those effects are probably a couple of cents a share, call it $0.02 or $0.03 a share. Everything else, you got some plusses and minuses. We don't see sustained positive momentum in any of our businesses, but we don't see strong negative momentum in any of the other businesses. So kind of everything kind of roughly nets out. It's the pressure we see in mortgage where rates have risen. I think everyone knows that in June and into July, mortgage volumes were lower than April and May, and we're not projecting a return to 4.5% mortgage rates, so we're kind of projecting off of current levels. And some continued but not dramatic softening in CMS and online are the real drivers.

Okay, understood. So when I sort of then look at TALX specifically versus mortgage, is it entirely a function of share gains that you'd expect an up sequential quarter, because I kind of assumed that especially in the Work Number you've got some pretty good mortgage lift in there, but it sounds like you're going to grow through any decline in mortgage.

Yeah, Andrew, it's more than just mortgage. It's really the manifestation of all the work that Dan and Bill had been doing over the last two years of building new products, leveraging the work number, cross selling the work number in the new accounts — we talked about — just got the billing going for a couple of very large credit card companies. All those great things will continue to accelerate throughout the year offsetting a decline you'll see in mortgage.

Okay. So the underlying TALX business, it seems you're actually looking for that to accelerate in the second half of the year.

Correct.

Okay. And then, Rick, qualitatively you've talked about good cross-selling momentum, which has obviously been one of the rationales underpinning the TALX deal. At what point do you think you can call out incremental contribution from the cross sales in terms of really moving the needle in USCIS?

One. We track, obviously, the cross-sell value each and every month and certainly — are you saying it is what — calling it out and communicating it externally?

Yeah. I mean, your TALX is a good example, albeit a small business, where your share gains are clearly outstripping any cyclical factors, so I'm wondering at what point you think we get to that level within USCIS?

Yeah. I'll give that some thought, Andrew. I'm not sure when we'll do that.

Okay. But do you think it's a 2010 event potentially?

It might be.

Okay.

I'm not trying to be slick here. Our desire is to be as transparent as we possibly can with our investors and in our analysts. I think we've done a pretty good job of that. We are thrilled with the value that TALX is bringing to our customers and to our shareholders and we'll continue to find ways to make that more transparent for you.

All right, thanks a lot, guys.

And our next question comes from Dan Levine with Robert W. Baird. Please go ahead.

Great. Thanks, guys. Just looking on the cost sides, the costs were up quarter-over-quarter. Help us understand how much that was impacted by mix issues versus what you were able to gain on the lean side and cost reductions?

Lee?

Yeah. The mix is a key driver there. Our mortgage reported and settlement services were up about several million dollars, and that will tend to drag through the direct expense. The other issue to be careful about, I think the currency impact affects our reported expense. I mean, you can back into it from the currency effect on revenue and the currency effect on profit, but that's probably a $4-5 million — I think a $5 million impact on expense from Q1 to Q2 reported. So if you back out the effect of currency, we were up about $1 million on a constant dollar basis. The effective mortgage was probably $2+ million so we are continue to drive a very tight expense control.

Great. And help us understand, with NPI becoming a very significant driver to revenue next year, just kind of on average what those products look like from a margin standpoint and how we should think about mix impact from those?

The only clarification I would give you is it's not just next year. NPI started two years ago. It's very part of this year. NPI this year may be somewhere around $130 million on the way to $200 million next year. Margin in general, it would vary by product. But in general, when we approve a new product launch, it is with the vision that when that product reaches its kind of maturity it is at or above the overall margin levels of Equifax. Obviously, we have the ability to launch products at a lower margin short term to accelerate growth, but eventually we're targeting something that's going to be in that 25-30% range.

Great. And then just stepping back on a higher level. In order to get the top line moving in the right direction, other than banks just stepping out and deciding to take more risks, what else do we need to see go right? Is it dollar volumes of credit we should be looking at? Is it number of cars, number of auto loans, those types of things? What are the key drivers you think we should look at?

I think it starts with unemployment. Consumers have got to have employment before they'd be willing to spend. Secondly, you've got to have home prices start to bottom out and that's the largest single asset that the consumer has, speaking now in the US. When those two things happen, consumer confidence will rise. And now on the flipside, as that is on the demand side. On the supply side it has got to be the banks getting confident that they have hit the bottom on losses.

Great. Thanks, guys.

And our next question comes from Michael Mitchell with JP Morgan. Please go ahead.

Thanks. Three questions for you, the first one is a clarification. Lee, just because the vernacular might be off, you gave a third quarter, kind of, I'd say guidance for the USCIS. So you're saying revenues of 200 to 205 and margin — what are you saying on margin, slightly down sequentially in the third quarter?

I would say yeah, revenue in the $200 million range and margins flattish. A gain, one of the key drivers — the biggest driver of revenue down is a softer mortgage quarter, and that does not have as much impact on margin in the business so we're looking to fold margins in spite of the revenue change.

Okay. Rick, you kind of breezed over something about DDA which I actually think is very important — I'm wondering if you do as well. What are you doing? Is there a potential to do an exchange of some sort or are you just trying to gather data and could you just give us a little update there?

Yeah. It's exciting. I think — I don't think, I know the banks' number one challenge now is not bringing out more risks, but bringing out more deposits. So as we run around the country talking to all the CEOs and upper level management of the banks, they want help there. So we have brought on a team now led by a banking executive who used to run retail banking for a large bank. We're now deep in the throes of developing that strategy. We will present it to a large bank in the next two weeks. Exchange is only one element of it. It's really leveraging the data sources we have of the credit data, wealth data, employment data, and income data to help them target the right deposit targets. It's exciting, but I'm going to leave it that now, Michael. But stay tuned and you'll hear more next quarter.

But you think you're going to get DDA information or you're talking about products that are going to help companies target more deposit holders?

We're starting with the latter.

Okay. On Latin America, and I know this question was asked twice, but I still don't quite understand. I know you had a tough comp a year ago. Can you talk a little bit about what you say in terms of — your business is mostly B to B or commercial. Where do you see more of a slowdown in the period and what gives you confidence it doesn't get much worse going forward?

Point of clarification, the heavy B to B that you're referencing is predominantly Brazil, and if you look at our other Latin American footprints, it is heavily B to C. We'll get to be confident that this thing is not going to continue to — same things I said and I think that Lee said as well. Comps were tough, as you mentioned. Number two, we know specific large projects that we're working with in many countries that slid into July and August that we're going to bring back. Third, we have a great transparency in the pipeline of new products that we have launched that will generate revenue going forward. Let me be clear. I don't expect a miraculous turnaround in the economies of Latin America. They are not immune to some of the issues that the global economy has. I am confident, though, that we will improve margins and we will improve the sequential growth rate in Latin America starting in the third quarter.

Was the down 7-8% — was Brazil worse than that?

I don't have that on my fingertips, and I don't think we'll disclose that either.

Okay. Last question on cash flow priorities. Lee, you've been paying down debt. Where do you stand in your priorities and at what point are you going to start assessing repurchase?

Yeah. I think consistent priorities, obviously investing in internal growth which still always leaves strong excess cash flow acquisitions if and as they present themselves. After that it's typically a blend between reducing debt and buying back stock. In the current environment, obviously we've been a little more focused on paying down debt partly because of capital market conditions, but also just keeping our debt to EBITDA more or less in the range we'd like it to be. I think we've said that our general target is 1.75 to 2.25 times EBITDA. We're kind of right in the middle of that, and in this environment we would lean towards being towards the lower end of that range. But I do think you'll see, in the absence of any significant acquisitions presenting themselves, I think what you'll see over the course of the year is some mix of share repurchase as well as debt reduction, but a clear leaning towards debt reduction.

Okay. Thanks for your time.

Our next question comes from Andrew Ripper with Merrill Lynch. Please go ahead.

Good morning, chaps. A couple of mine have been asked already, but I've maybe got a couple more. Just going back to the issue of pricing, can you give us a sense of how bank consolidations affected average selling prices? I guess given the number of deals that have happened in the last 12 to 18 months, if you strip out the mix effect, I think you said in response to an earlier question that the underlying price of credit reports was flat. I mean, I know last time a lot of consolidation was in the '90s in the US when average selling prices came under pressure. Can you make some comments please?

Yeah. In general terms it depends on the contract you have with different banks, Andrew. Sometimes it's a volume contract, meaning that the higher volume level they purchase, the lower the price. Obviously, in that setting when two banks come together and the volume goes up with us, the price in fact might go down. Remember also that the incremental margin for this business is extremely high as well. So gaining volume is not necessarily a bad thing there. Beyond just the consolidation, however, and I've said this time and time again, we have not seen any downward pressure across most of the business lines. It's been very, very disciplined.

Yeah, okay. And just in terms of clarification on this mix impact. I mean, if you've got a big customer that's basically being less active, buying less credit reports, do they — if their volumes fall by whatever it is, 20-30%, does their average selling price go up? Do you get a protection basis, put less volume through Equifax, their average price goes up?

It depends, Andrew. No two contracts are exactly alike, but yes, oftentimes if a client's got a threshold of buying X number of products from us and they don't meet that threshold, their average selling price might go up. Every customer is a little different.

Sure, okay. And then looking at the European business, I think you said organically you were down about 12% and you see the sort of the deterioration versus the last couple of quarters. How would you contrast your performance with Experia, which is also contracting, but I think their UK credit business was down about five in the quarter. Is there a difference in mix that would be a disadvantage to you? It just feels to me as though you're underperforming a bit in Europe and I wonder what your perspective is on that.

I don't necessarily spend a lot of time comparing and contrasting our performance to Experia or any one part of the geography. They've got a little different business mix than we have. If you look back for a number of quarters in 2007-2008, we outperformed them in Europe. So what I'm focused on is having the right strategy, the right leadership team in all parts of the world, executing on that strategy.

I know when you were outperforming you did very well with government here. Has that sort of dropped away? Is that one of the reasons perhaps?

Government has slowed.

Yeah. Okay. Thanks very much for your answers.

Operator, we have time for one more round of questions.

And our final question comes from Nat Otis with KBW. Please go ahead. Nat Otis - Keefe, Bruyette & Woods: Good morning, gentlemen. Just a couple of quick ones: one, any color on how the PSol ad campaign is going and how the traction is coming from it?

Yeah, it's going well. From that we have a special URL so when a TV ad goes up there's a special URL sort of site that they go to, so we track that so the volume's good. We then track conversion rates. That's picking up. It's still early stages, but the initial feedback is very positive. Nat Otis - Keefe, Bruyette & Woods: How long does it take for you to get a very good picture on how successful you are? Would that be another quarter or so or when do you really assess how well it worked for you?

I would think in the third quarter we'd have a real good feel. Nat Otis - Keefe, Bruyette & Woods: Okay. Any update on VantageScore?

Nothing more than we've said before. I think every single bank is either using it, testing it, buying it — some of the rating agencies — have they all endorsed it? Paul, I'm looking to you. Two of the three rating agencies have now endorsed VantageScores so it's going as planned. Nat Otis - Keefe, Bruyette & Woods: Okay. And then just one last thing, going forward, if say the market in the back half of the year took another leg downwards and you guys were faced maybe with trying to make some further cuts from an expense standpoint to try to keep margins at least where they are, any thoughts on where some of the levers that could be pulled? I mean, in the past it's been headcount and other places. Any thoughts on where you would look if things took at turn for the worst?

Absolutely, Nat, that's something we look at every day and we always have contingency planning, so yes, it's in the same typical subjects. It is deploying lean at an even more rigorous rate than we have to date. It is looking at all discretionary spend. It is looking at all technology spend. Where can we get better contractual arrangements? It is looking at offshore near shore versus onshore. It is looking at the structure. I mean, Lee and I and the business unit leaders spend a lot of time laying out different sets of contingencies based upon what might occur, so it's not that we don't have that plan already thought through today; we look at that all the time. Nat Otis - Keefe, Bruyette & Woods: All right, very helpful. Thank you.

Great. Thanks, Nat.

I want to thank everybody for attending and we'll be available this afternoon if you have any additional questions. Thank you. That concludes the call.

That concludes today's conference. Thank you for your participation.