What changed in this filing

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Item 1. Financial Statements

2021-07-22 compared with 2021-04-22 · 183 added, 88 removed, 485 unchanged (36% of the section changed)

11 unchanged sentences

Interest expense ( 34.9 ) ( 36.6 )

Other (expense) income, net ( 0.9 ) 51.1

Other income (expense), net 6.0 ( 1.8 )

Consolidated income before income taxes 277.1 128.4

11 unchanged sentences

See Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF INCOME

Six Months Ended June 30,

(In millions, except per share amounts)

Operating revenue $ 2,447.8 $ 1,940.8

Operating expenses:

Cost of services (exclusive of depreciation and amortization below) 966.2 823.4

Selling, general and administrative expenses 637.3 626.0

Depreciation and amortization 231.7 188.7

Total operating expenses 1,835.2 1,638.1

Operating income 612.6 302.7

Interest expense ( 72.1 ) ( 67.3 )

Other income, net 5.1 49.3

Consolidated income before income taxes 545.6 284.7

Provision for income taxes ( 126.8 ) ( 65.5 )

Consolidated net income 418.8 219.2

Net income attributable to noncontrolling interests including redeemable noncontrolling interests ( 2.1 ) ( 2.1 )

Net income attributable to Equifax $ 416.7 $ 217.1

Basic earnings per common share:

Net income attributable to Equifax $ 3.42 $ 1.79

Weighted-average shares used in computing basic earnings per share 121.8 121.4

Diluted earnings per common share:

Net income attributable to Equifax $ 3.38 $ 1.77

Weighted-average shares used in computing diluted earnings per share 123.4 122.7

Dividends per common share $ 0.78 $ 0.78

See Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended March 31,

Three Months Ended June 30,

Shareholders Noncontrolling

7 unchanged sentences

Change in unrecognized prior service cost related to our pension and other postretirement benefit plans, net ( 0.3 ) — ( 0.3 ) ( 0.6 ) — ( 0.6 )

Comprehensive income (loss) $ 211.7 $ 2.3 $ 214.0 $ ( 174.7 ) $ ( 0.3 ) $ ( 175.0 )

Comprehensive income $ 219.6 $ 0.4 $ 220.0 $ 333.0 $ 0.7 $ 333.7

Six Months Ended June 30,

Shareholders Noncontrolling

Interests Total Equifax

Shareholders Noncontrolling

Interests Total

(In millions)

Net income $ 416.7 $ 2.1 $ 418.8 $ 217.1 $ 2.1 $ 219.2

Other comprehensive income (loss):

Foreign currency translation adjustment 15.2 0.5 15.7 ( 57.6 ) ( 1.7 ) ( 59.3 )

Change in unrecognized prior service cost related to our pension and other postretirement benefit plans, net ( 0.6 ) — ( 0.6 ) ( 1.2 ) — ( 1.2 )

Comprehensive income $ 431.3 $ 2.6 $ 433.9 $ 158.3 $ 0.4 $ 158.7

See Notes to Consolidated Financial Statements.

CONSOLIDATED BALANCE SHEETS

March 31, 2021 December 31, 2020

June 30, 2021 December 31, 2020

(In millions, except par values)

1 unchanged sentence

Cash and cash equivalents $ 458.1 $ 1,684.6

Trade accounts receivable, net of allowance for doubtful accounts of $ 11.8 and $ 12.9 at March 31, 2021 and December 31, 2020, respectively

Trade accounts receivable, net of allowance for doubtful accounts of $ 11.2 and $ 12.9 at June 30, 2021 and December 31, 2020, respectively

Prepaid expenses 129.7 104.1

34 unchanged sentences

Authorized shares - 300.0 ;

Issued shares - 189.3 at March 31, 2021 and December 31, 2020;

Outstanding shares - 121.7 and 121.8 at March 31, 2021 and December 31, 2020, respectively

Issued shares - 189.3 at June 30, 2021 and December 31, 2020;

Outstanding shares - 121.8 at June 30, 2021 and December 31, 2020

Paid-in capital 1,506.8 1,470.7

1 unchanged sentence

Accumulated other comprehensive loss ( 156.8 ) ( 171.4 )

Treasury stock, at cost, 67.0 shares and 66.9 shares at March 31, 2021 and December 31, 2020, respectively

Treasury stock, at cost, 66.9 shares at June 30, 2021 and December 31, 2020

( 2,625.9 ) ( 2,547.0 )

Stock held by employee benefit trusts, at cost, 0.6 shares at March 31, 2021 and December 31, 2020

Stock held by employee benefit trusts, at cost, 0.6 shares at June 30, 2021 and December 31, 2020

( 5.9 ) ( 5.9 )

5 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

(In millions)

16 unchanged sentences

Cash received from divestiture 1.5 —

Investment in unconsolidated affiliates, net — ( 10.0 )

Cash used in investing activities ( 1,095.6 ) ( 250.9 )

Financing activities:

Net short-term borrowings ( 0.7 ) 0.2

Net short-term (repayments) borrowings ( 0.6 ) 0.8

Payments on long-term debt ( 500.1 ) ( 125.0 )

Borrowings on long-term debt — 1,123.3

8 unchanged sentences

Effect of foreign currency exchange rates on cash and cash equivalents ( 1.7 ) ( 1.3 )

Decrease in cash and cash equivalents ( 918.7 ) ( 31.4 )

(Decrease) Increase in cash and cash equivalents ( 1,226.5 ) 946.1

Cash and cash equivalents, beginning of period 1,684.6 401.3

1 unchanged sentence

See Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

For the Three Months Ended June 30, 2021

Equifax Shareholders

Accumulated Other Comprehensive Loss Stock

Held By Employee Benefits Trusts

Outstanding Amount Paid-In

Capital Retained

Earnings Treasury

Stock Noncontrolling

Interests Total

(In millions, except per share amounts)

Balance, March 31, 2021 121.7 $ 236.6 $ 1,489.5 $ 4,342.0 $ ( 161.3 ) $ ( 2,582.9 ) $ ( 5.9 ) $ 39.0 $ 3,357.0

Net income — — — 215.1 — — — 0.8 215.9

Other comprehensive income — — — — 4.5 — — ( 0.4 ) 4.1

Shares issued under stock and benefit plans, net of minimum tax withholdings 0.3 — 4.0 — — ( 7.1 ) — — ( 3.1 )

Treasury stock purchased under share repurchase program* ( 0.2 ) — — — — ( 35.9 ) — — ( 35.9 )

Cash dividends ($ 0.39 per share)

— — — ( 47.8 ) — — — — ( 47.8 )

Dividends paid to employee benefits trusts — — 0.2 — — — — — 0.2

Stock-based compensation expense — — 13.3 — — — — — 13.3

Redeemable noncontrolling interest adjustment — — — ( 3.6 ) — — — 3.6 —

Dividends paid to noncontrolling interests — — — — — — — ( 5.1 ) ( 5.1 )

Other — — ( 0.2 ) — — — — 0.2 —

Balance, June 30, 2021 121.8 $ 236.6 $ 1,506.8 $ 4,505.7 $ ( 156.8 ) $ ( 2,625.9 ) $ ( 5.9 ) $ 38.1 $ 3,498.6

* At June 30, 2021, $ 520.2 million was available for future purchases of common stock under our share repurchase authorization.

For the Three Months Ended June 30, 2020

Equifax Shareholders

Accumulated Other Comprehensive Loss Stock

Held By Employee Benefits Trusts

Outstanding Amount Paid-In

Capital Retained

Earnings Treasury

Stock Noncontrolling

Interests Total

(In millions, except per share amounts)

Balance, March 31, 2020 121.4 $ 236.6 $ 1,431.7 $ 3,924.1 $ ( 646.0 ) $ ( 2,553.9 ) $ ( 5.9 ) $ 43.3 $ 2,429.9

Net income — — — 100.2 — — — 0.2 100.4

Other comprehensive income — — — — 232.8 — — 0.5 233.3

Shares issued under stock and benefit plans, net of minimum tax withholdings 0.1 — 2.8 — — 3.2 — — 6.0

Cash dividends ($ 0.39 per share)

— — — ( 47.6 ) — — — — ( 47.6 )

Dividends paid to employee benefits trusts — — 0.2 — — — — — 0.2

Stock-based compensation expense — — 13.1 — — — — — 13.1

Redeemable noncontrolling interest adjustment — — — 2.8 — — — ( 2.8 ) —

Dividends paid to noncontrolling interests — — — — — — — ( 1.3 ) ( 1.3 )

Other — — — — — — — 0.3 0.3

Balance, June 30, 2020 121.5 $ 236.6 $ 1,447.8 $ 3,979.5 $ ( 413.2 ) $ ( 2,550.7 ) $ ( 5.9 ) $ 40.2 $ 2,734.3

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND ACCUMULATED OTHER COMPREHENSIVE LOSS

For the Three Months Ended March 31, 2021

For the Six Months Ended June 30, 2021

Equifax Shareholders

19 unchanged sentences

Purchases of noncontrolling interests — — ( 1.8 ) — — — — ( 1.8 ) ( 3.6 )

Balance, March 31, 2021 121.7 $ 236.6 $ 1,489.5 $ 4,342.0 $ ( 161.3 ) $ ( 2,582.9 ) $ ( 5.9 ) $ 39.0 $ 3,357.0

* At March 31, 2021, $ 556.0 million was available for future purchases of common stock under our share repurchase authorization.

For the Three Months Ended March 31, 2020

Other — — ( 0.2 ) — — — — 0.3 0.1

Balance, June 30, 2021 121.8 $ 236.6 $ 1,506.8 $ 4,505.7 $ ( 156.8 ) $ ( 2,625.9 ) $ ( 5.9 ) $ 38.1 $ 3,498.6

* At June 30, 2021, $ 520.2 million was available for future purchases of common stock under our share repurchase authorization.

For the Six Months Ended June 30, 2020

Equifax Shareholders

19 unchanged sentences

Other — — — — — — — 0.3 0.3

Balance, March 31, 2020 121.4 $ 236.6 $ 1,431.6 $ 3,924.1 $ ( 646.0 ) $ ( 2,553.9 ) $ ( 5.9 ) $ 43.3 $ 2,429.8

Balance, June 30, 2020 121.5 $ 236.6 $ 1,447.8 $ 3,979.5 $ ( 413.2 ) $ ( 2,550.7 ) $ ( 5.9 ) $ 40.2 $ 2,734.3

Accumulated Other Comprehensive Loss consists of the following components:

March 31, 2021 December 31, 2020

June 30, 2021 December 31, 2020

(In millions)

Foreign currency translation $ ( 153.2 ) $ ( 168.4 )

Unrecognized prior service cost related to our pension and other postretirement benefit plans, net of accumulated tax of $ 0.6 and $ 0.5 at March 31, 2021 and December 31, 2020, respectively

Unrecognized prior service cost related to our pension and other postretirement benefit plans, net of accumulated tax of $ 0.7 and $ 0.5 at June 30, 2021 and December 31, 2020, respectively

( 2.6 ) ( 2.0 )

Cash flow hedging transactions, net of accumulated tax of $ 0.6 and $ 0.7 at March 31, 2021 and December 31, 2020, respectively

Cash flow hedging transactions, net of accumulated tax of $ 0.6 and $ 0.7 at June 30, 2021 and December 31, 2020, respectively

( 1.0 ) ( 1.0 )

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2021

June 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

5 unchanged sentences

We also enable consumers to manage and protect their financial health through a portfolio of products offered directly to consumers.

As of March 31, 2021, we operated in the following countries:

As of June 30, 2021, we operated in the following countries:

Argentina, Australia, Canada, Chile, Costa Rica, Ecuador, El Salvador, Honduras, India, Ireland, Mexico, New Zealand, Paraguay, Peru, Portugal, Spain, the United Kingdom, or U.K., Uruguay and the United States of America, or U.S.

13 unchanged sentences

A reconciliation of the weighted-average outstanding shares used in the two calculations is as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2021 2020 2021 2020

(In millions)

3 unchanged sentences

Weighted-average shares outstanding (diluted) 123.5 122.7 123.4 122.7

For the three months ended March 31, 2021 and 2020, stock options that were anti-dilutive were no t material.

For the three and six months ended June 30, 2021 and 2020, stock options that were anti-dilutive were no t material.

Financial Instruments.

Our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and short and long-term debt.

The carrying amounts of these items, other than long-term debt, approximate their fair

market values due to the short-term nature of these instruments.

The fair value of our fixed-rate debt is determined using Level 2 inputs such as quoted market prices for similar publicly traded instruments and for non-publicly traded instruments through valuation techniques involving observable inputs based on the specific characteristics of the debt instrument.

As of March 31, 2021 and December 31, 2020, the fair value of our long-term debt, including the current portion, was $ 4.7 billion and $ 4.8 billion, respectively, compared to its carrying value of $ 4.4 billion and $ 4.4 billion, respectively.

The carrying amounts of these items, other than long-term debt, approximate their fair market values due to the short-term nature of these instruments.

The fair value of our fixed-rate debt is determined using Level

2 inputs such as quoted market prices for similar publicly traded instruments and for non-publicly traded instruments through valuation techniques involving observable inputs based on the specific characteristics of the debt instrument.

As of June 30, 2021 and December 31, 2020, the fair value of our long-term debt, including the current portion, was $ 4.2 billion and $ 4.8 billion, respectively, compared to its carrying value of $ 3.9 billion and $ 4.4 billion, respectively.

Fair Value Measurements.

2 unchanged sentences

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis.

We completed various acquisitions during the three months ended March 31, 2021 and the year ended December 31, 2020.

We completed various acquisitions during the six months ended June 30, 2021 and the year ended December 31, 2020.

The values of net assets acquired and the resulting goodwill were recorded at fair value using Level 3 inputs.

9 unchanged sentences

The allowance for doubtful accounts is based on management's estimate for expected credit losses for outstanding trade accounts receivables.

We determine expected credit losses based on historical write-off experience, an analysis of the aging of outstanding receivables, customer payment patterns, the establishment of specific reserves for customers in an adverse financial condition and is adjusted based upon our expectations of changes in macroeconomic conditions that may impact the collectability of outstanding receivables.

We determine expected credit losses based on historical write-off experience, an analysis of the aging of outstanding receivables, customer payment patterns and the establishment of specific reserves for customers in an adverse financial condition.

We also consider expected changes in macroeconomic conditions that may impact the collectability of outstanding receivables in determining expected credit losses.

We reassess the adequacy of the allowance for doubtful accounts each reporting period.

Increases to the allowance for doubtful accounts are recorded as bad debt expense, which are included in selling, general and administrative expenses in the accompanying Consolidated Statements of Income.

Below is a rollforward of our allowance for doubtful accounts for the three months ended March 31, 2021 and 2020, respectively.

Three Months Ended March 31,

Below is a rollforward of our allowance for doubtful accounts for the three and six months ended June 30, 2021 and 2020, respectively.

Three Months Ended June 30, Six Months Ended June 30,

2021 2020 2021 2020

(In millions)

Allowance for doubtful accounts, beginning of period $ 11.8 $ 13.4 $ 12.9 $ 11.2

Current period bad debt (recoveries) expense ( 0.3 ) 2.5

Current period bad debt expense 0.3 4.4 — 6.9

Write-offs, net of recoveries ( 0.9 ) ( 0.9 ) ( 1.7 ) ( 1.2 )

3 unchanged sentences

Other current assets also include amounts in specifically designated accounts that hold the funds that are due to customers from our debt collection and recovery management services.

As of March 31, 2021, these assets were approximately $ 17.9 million, with a corresponding balance in other current liabilities.

As of June 30, 2021, these assets were approximately $ 18.6 million, with a corresponding balance in other current liabilities.

These amounts are restricted as to their current use, and will be released according to the specific customer agreements.

Other Assets.

Other assets on our Consolidated Balance Sheets primarily represent the Company’s operating lease right-of-use assets, our investments in unconsolidated affiliates, employee benefit trust assets, and assets related to life insurance policies covering certain officers of the Company.

Other assets on our Consolidated Balance Sheets primarily represent our investments in unconsolidated affiliates, the Company’s operating lease right-of-use assets, employee benefit trust assets, long-term deferred tax assets and assets related to life insurance policies covering certain officers of the Company.

Equity Investment.

We record our equity investment in Brazil within Other Assets at fair value, using observable Level 1 inputs.

The carrying value of the investment has been adjusted to $ 106.0 million as of March 31, 2021 based on quoted market prices as of the date noted above, resulting in an unrealized loss of $ 11.9 million for the three months ended March 31, 2021.

The carrying value of the investment has been adjusted to $ 117.9 million as of June 30, 2021 based on quoted market prices as of the date noted above, resulting in an unrealized loss of $ 5.6 million and $ 17.5 million for the three and six months ended June 30, 2021.

All unrealized gains or losses on the investment are recorded in Other income (expense), net within the Consolidated Statements of Income.

1 unchanged sentence

Other current liabilities on our Consolidated Balance Sheets consist of the current portion of operating lease liabilities and various accrued liabilities such as costs related to the 2017 cybersecurity incident as described more fully in Note 6.

Other current liabilities also include corresponding amounts of other current assets related to amounts in specifically designated accounts that hold the funds that are due to customers from our debt collection and recovery management services.

As of March 31, 2021, these funds were approximately $ 17.9 million.

Other current liabilities also include corresponding amounts of other current assets related to amounts in

specifically designated accounts that hold the funds that are due to customers from our debt collection and recovery management services.

As of June 30, 2021, these funds were approximately $ 18.6 million.

These amounts are restricted as to their current use and will be released according to the specific customer agreements.

7 unchanged sentences

Based on the information that management reviews internally for evaluating operating segment performance and nature, amount, timing, and uncertainty of revenue and cash flows affected by economic factors, we disaggregate revenue as follows:

Three Months Ended March 31, Change

Three Months Ended June 30, Change Six Months Ended June 30, Change

Consolidated Operating Revenue 2021 2020 $ % 2021 2020 $ %

(In millions)

(In millions) (In millions)

Verification Services $ 394.5 $ 251.9 $ 142.6 57 % $ 779.6 $ 472.1 $ 307.5 65 %

13 unchanged sentences

Remaining Performance Obligation – We have elected to disclose only the remaining performance obligations for those contracts with an expected duration of greater than one year and do not disclose the value of remaining performance obligations for contracts in which we recognize revenue at the amount to which we have the right to invoice.

We expect to recognize as revenue the following amounts related to our remaining performance obligations as of March 31, 2021 inclusive of foreign exchange impact:

We expect to recognize as revenue the following amounts related to our remaining performance obligations as of June 30, 2021, inclusive of foreign exchange impact:

Performance Obligation Amount

7 unchanged sentences

2021 Acquisitions and Investments.

On February 10, 2021, the Company acquired 100 % of the ordinary shares of Kount, a provider of fraud prevention and digital identity solutions for $ 640 million within the USIS business unit.

On February 10, 2021, the Company acquired 100 % of the ordinary shares of Kount, a provider of fraud prevention and digital identity solutions for $ 640 million within the U.S.

Information Solutions business unit.

Additionally in the first quarter of 2021, the Company acquired 100 % of HIREtech and i2Verify within the Workforce Solutions business unit as well as a small acquisition and purchase of the remaining noncontrolling interest of a business within our International business unit.

All of these acquisitions expand the Company's data assets as well as product offerings.

The purchase price allocations for these acquisitions are not yet finalized and open areas related to measurement of intangible assets, income taxes and working capital, as well as the assignment of goodwill recognized in the transactions to the appropriate reporting units.

For the Workforce Solutions acquisitions, management estimated the allocation of purchased intangible assets and goodwill based on an analysis of previous acquisitions.

Accordingly, adjustments will 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 purchase price allocations for these acquisitions are not yet finalized and open areas consist of income taxes and working capital.

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.

2020 Acquisitions and Investments.

4 unchanged sentences

We perform our annual goodwill impairment tests as of September 30.

Changes in the amount of goodwill for the three months ended March 31, 2021, are as follows:

Changes in the amount of goodwill for the six months ended June 30, 2021, are as follows:

Workforce Solutions U.S.

2 unchanged sentences

Acquisitions 128.2 433.1 18.4 — 579.7

Adjustments to initial purchase price allocation 1.3 ( 0.2 ) — — 1.1

Foreign currency translation — — 7.2 2.6 9.8

Divestitures — — ( 1.3 ) — ( 1.3 )

Balance, March 31, 2021 $ 1,138.9 $ 1,719.8 $ 2,038.1 $ 192.5 $ 5,089.3

Balance, June 30, 2021 $ 1,140.2 $ 1,719.6 $ 2,032.2 $ 193.1 $ 5,085.1

Indefinite-Lived Intangible Assets.

6 unchanged sentences

As a result, no impairment was recorded.

Our indefinite-lived intangible asset carrying amounts did not change materially during the three months ended March 31, 2021.

Our indefinite-lived intangible asset carrying amounts did not change materially during the six months ended June 30, 2021.

Purchased Intangible Assets.

4 unchanged sentences

For additional information about the useful lives related to our purchased intangible assets, see Note 1 of the Notes to Consolidated Financial Statements in our 2020 Form 10-K.

Purchased intangible assets at March 31, 2021 and December 31, 2020 consisted of the following:

March 31, 2021 December 31, 2020

Purchased intangible assets at June 30, 2021 and December 31, 2020 consisted of the following:

June 30, 2021 December 31, 2020

Gross Accumulated

4 unchanged sentences

Purchased data files $ 1,121.8 $ ( 435.8 ) $ 686.0 $ 913.7 $ ( 399.2 ) $ 514.5

Acquired software and technology 44.5 ( 32.5 ) 12.0 115.3 ( 106.6 ) 8.7

Customer relationships 737.0 ( 350.7 ) 386.3 680.1 ( 331.4 ) 348.7

Proprietary database 165.4 ( 41.9 ) 123.5 148.6 ( 30.7 ) 117.9

Non-compete agreements 9.3 ( 3.5 ) 5.8 6.5 ( 3.5 ) 3.0

Acquired software and technology 28.9 ( 17.7 ) 11.2 115.3 ( 106.6 ) 8.7

Trade names and other intangible assets 19.3 ( 11.3 ) 8.0 14.4 ( 9.4 ) 5.0

Non-compete agreements 10.9 ( 4.0 ) 6.9 6.5 ( 3.5 ) 3.0

Total definite-lived intangible assets $ 2,083.3 $ ( 861.4 ) $ 1,221.9 $ 1,878.6 $ ( 880.8 ) $ 997.8

Amortization expense related to purchased intangible assets was $ 39.4 million and $ 35.0 million during the three months ended March 31, 2021 and 2020, respectively.

Estimated future amortization expense related to definite-lived purchased intangible assets at March 31, 2021 is as follows:

Amortization expense related to purchased intangible assets was $ 40.1 million and $ 34.8 million during the three months ended June 30, 2021 and 2020, respectively.

Amortization expense related to purchased intangible assets was $ 79.5 million and $ 69.8 million during the six months ended June 30, 2021 and 2020, respectively.

Estimated future amortization expense related to definite-lived purchased intangible assets at June 30, 2021 is as follows:

Years ending December 31, Amount

1 unchanged sentence

Thereafter 566.5

(1) Future amortization expense amounts are subject to change as we finalize purchase price allocations.

Debt outstanding at March 31, 2021 and December 31, 2020 was as follows:

March 31, 2021 December 31, 2020

Debt outstanding at June 30, 2021 and December 31, 2020 was as follows:

June 30, 2021 December 31, 2020

(In millions)

Notes, 2.3 %, due June 2021

$ 500.0 $ 500.0

Notes, 3.6 %, due August 2021

17 unchanged sentences

Interest on the 2030 Notes accrues at a rate of 3.1 % per year and is payable semi-annually in arrears on May 15 and November 15 of each year.

The net proceeds of the sale of the notes were used to repay borrowings under a $ 225.0 million receivables funding facility (“Receivables Facility”) that was terminated in November 2020, while the remaining funds are intended for general corporate purposes, which may include the repayment of a portion of the 2021 debt maturities or borrowings under our Revolver.

We must comply with various non-financial covenants, including certain limitations on mortgages, liens and sale-leaseback transactions, as well as mergers and sales of substantially all of our assets.

2 unchanged sentences

In September 2018, the Company entered into a $ 1.1 billion five-year unsecured revolving credit facility with a group of financial institutions, which will mature in September 2023 (the “Revolver”).

The Revolver replaced the Company’s previous $ 900.0 million unsecured revolving credit facility that was scheduled to mature in November 2020.

Borrowings under the Revolver may be used for general corporate purposes, including working capital, capital expenditures, acquisitions and share repurchase programs.

2 unchanged sentences

Availability of the Revolver is reduced by the outstanding principal balance of our commercial paper notes and by any letters of credit issued under the facility.

As of March 31, 2021, there were $ 0.7 million of letters of credit outstanding, no principal drawn amounts under the Revolver, and no commercial paper borrowings.

Availability under the Revolver was $ 1.1 billion at March 31, 2021.

As of June 30, 2021, there were $ 0.7 million of letters of credit outstanding, no principal drawn amounts under the Revolver, and no commercial paper borrowings.

Availability under the Revolver was $ 1.1 billion at June 30, 2021.

Commercial Paper Program.

In the second quarter of 2019, we increased our commercial paper program to $ 1.1 billion.

Our commercial paper program has been established through the private placement of commercial paper notes from time-to-time, in which borrowings may bear interest at either a floating rate or a fixed rate, plus the applicable margin.

Our $ 1.1 billion commercial paper program has been established through the private placement of commercial paper notes from time-to-time, in which borrowings may bear interest at either a floating rate or a fixed rate, plus the applicable margin.

Maturities of commercial paper can range from overnight to 397 days.

Because the commercial paper is backstopped by our Revolver, the amount of commercial paper which may be issued under the program is reduced by the outstanding face amount of any letters of credit issued and by the outstanding borrowings under our Revolver.

At March 31, 2021, there were no outstanding commercial paper notes.

At June 30, 2021, there were no outstanding commercial paper notes.

For additional information about our debt agreements, see Note 5 of the Notes to Consolidated Financial Statements in our 2020 Form 10-K.

1 unchanged sentence

Litigation, Claims and Government Investigations Related to the 2017 Cybersecurity Incident.

In fiscal 2017, we experienced a cybersecurity incident following a criminal attack on our systems that involved the theft of certain personally identifiable information of U.S., Canadian and U.K.

In 2017, we experienced a cybersecurity incident following a criminal attack on our systems that involved the theft of certain personally identifiable information of U.S., Canadian and U.K.

Following the 2017 cybersecurity incident, hundreds of class actions and other lawsuits were filed against us typically alleging harm from the incident and seeking various remedies, including monetary and injunctive relief.

25 unchanged sentences

Consumer MDL Litigation.

The MDL Court entered an amended order granting final approval of the settlement on March 17, 2020.

Several objectors have appealed the final approval order.

The MDL Court entered an amended order granting final approval of the settlement (the “Final Approval Order”) on March 17, 2020.

Several objectors appealed the Final Approval Order to the U.S.

Court of Appeals for the Eleventh Circuit (the “Eleventh Circuit”).

On June 3, 2021, the Eleventh Circuit issued an order reversing the MDL Court’s grant of incentive awards to class representatives, but affirming all other aspects of the Final Approval Order.

Several objectors have filed petitions with the Eleventh Circuit seeking both a rehearing by the three-judge panel and a rehearing by the entire Eleventh Circuit.

Until the appeals are finally adjudicated or dismissed, we can provide no assurance that the U.S.

1 unchanged sentence

If the MDL Court’s order approving the settlement is reversed by an appellate court, there is a risk that we would not be able to settle the U.S.

Consumer MDL Litigation on acceptable terms or at all, which could have a material adverse effect on our financial condition.

Consumer MDL Litigation on acceptable terms or at all, which could have a material adverse effect on our financial condition and results of operations.

Other Matters .

15 unchanged sentences

On December 13, 2019, the court in Ontario granted certification of a nationwide class that includes all impacted Canadians as well as Canadians who had subscription products with Equifax between March 7, 2017 and July 30, 2017 who were not impacted by the incident.

Our motion for leave to appeal this decision was granted in part, and our appeal is now pending.

We appealed one of the claims on which a class was certified and on June 9, 2021, our appeal was granted by the Ontario Divisional Court.

The plaintiff has since filed a notice of further appeal.

All remaining purported class actions are at preliminary stages or stayed.

5 unchanged sentences

We continue to respond to the information requirements and are cooperating with the investigation.

Although we continue to cooperate in the above investigations and inquiries, an adverse outcome to any such investigations and inquiries could subject us to fines or other obligations, which may have an adverse effect on how we operate our business or our results of operations.

Although we continue to cooperate in the above investigations and inquiries, an adverse outcome to any such investigations and inquiries could subject us to fines or other obligations, which could have a material adverse effect on our financial condition and results of operations.

Data Processing, Outsourcing Services and Other Agreements

8 unchanged sentences

We may issue standby letters of credit and performance and surety bonds in the normal course of business.

The aggregate notional amounts of all performance and surety bonds and standby letters of credit was not material at March 31, 2021 and generally have a remaining maturity of one year or less.

The aggregate notional amounts of all performance and surety bonds and standby letters of credit was not material at June 30, 2021 and generally have a remaining maturity of one year or less.

We may issue other guarantees in the ordinary course of business.

The maximum potential future payments we could be required to make under the guarantees in the ordinary course of business was not material at March 31, 2021.

The maximum potential future payments we could be required to make under the guarantees in the ordinary course of business was not material at June 30, 2021.

We have agreed to guarantee the liabilities and performance obligations (some of which have limitations) of a certain debt collections and recovery management variable interest entity under its commercial agreements.

15 unchanged sentences

Effective Tax Rate

Our effective income tax rate is 24.4 % for the three months ended March 31, 2021, compared to 24.0 % for the three months ended March 31, 2020.

Our effective tax rate was slightly higher during the first quarter of 2021 as compared to 2020 due to a slightly greater foreign income tax rate differential and lower forecasted research and development credits in 2021.

Our effective income tax rate was 22.1 % for the three months ended June 30, 2021, compared to 21.8 % for the three months ended June 30, 2020.

Our effective income tax rate was 23.2 % for the six months ended June 30, 2021, compared to 23.0 % for the six months ended June 30, 2020.

Our effective tax rate was slightly higher for the second quarter and first six months of 2021 as compared to 2020 due to a greater foreign income tax rate differential.

In the first quarter of 2020, the adverse economic effects of the COVID-19 pandemic caused the Company to reassess the need for valuation allowances against deferred tax assets.

2 unchanged sentences

ACCUMULATED OTHER COMPREHENSIVE LOSS

Changes in accumulated other comprehensive loss by component, after tax, for the three months ended March 31, 2021, are as follows:

Changes in accumulated other comprehensive loss by component, after tax, for the six months ended June 30, 2021, are as follows:

currency Pension and other

4 unchanged sentences

Balance, December 31, 2020 $ ( 168.4 ) $ ( 2.0 ) $ ( 1.0 ) $ ( 171.4 )

Other comprehensive loss before reclassifications 10.4 — — 10.4

Other comprehensive income before reclassifications 15.2 — — 15.2

Amounts reclassified from accumulated other comprehensive loss — ( 0.6 ) — ( 0.6 )

Net current-period other comprehensive (loss) income 10.4 ( 0.3 ) — 10.1

Balance, March 31, 2021 $ ( 158.0 ) $ ( 2.3 ) $ ( 1.0 ) $ ( 161.3 )

Changes in accumulated other comprehensive loss related to noncontrolling interests were not material as of March 31, 2021.

Net current-period other comprehensive income (loss) 15.2 ( 0.6 ) — 14.6

Balance, June 30, 2021 $ ( 153.2 ) $ ( 2.6 ) $ ( 1.0 ) $ ( 156.8 )

Changes in accumulated other comprehensive loss related to noncontrolling interests were not material as of June 30, 2021.

RESTRUCTURING CHARGES

1 unchanged sentence

These charges were recorded to general corporate expense and resulted from our continuing efforts to realign our internal resources to support the Company’s strategic objectives and primarily relate to a reduction in headcount.

To date, we have paid $ 14.1 million of the 2020 restructuring costs with $ 10.1 million of it paid during the three months ended March 31, 2021.

To date, we have paid $ 21.3 million of the 2020 restructuring costs with $ 7.2 million and $ 17.3 million of it paid during the three and six months ended June 30, 2021, respectively.

The remaining future payments are expected to be completed later in 2021.

25 unchanged sentences

We also sell consumer and credit information to resellers who combine our information with other information to provide direct to consumer monitoring, reports and scores.

Operating revenue and operating income by operating segment during the three months ended March 31, 2021 and 2020 are as follows:

Three Months Ended

(In millions) March 31,

Operating revenue and operating income by operating segment during the three and six months ended June 30, 2021 and 2020 are as follows:

Three Months Ended Six Months Ended

(In millions) June 30, June 30,

Operating revenue:

2021 2020 2021 2020

Workforce Solutions $ 495.7 $ 352.9 $ 976.5 $ 654.6

3 unchanged sentences

Total operating revenue $ 1,234.8 $ 982.8 $ 2,447.8 $ 1,940.8

Three Months Ended

(In millions) March 31,

Three Months Ended Six Months Ended

(In millions) June 30, June 30,

Operating income:

2021 2020 2021 2020

Workforce Solutions $ 265.2 $ 174.2 $ 529.9 $ 307.7

4 unchanged sentences

Total operating income $ 306.0 $ 166.8 $ 612.6 $ 302.7

Total assets by operating segment at March 31, 2021 and December 31, 2020 are as follows:

March 31, December 31,

Total assets by operating segment at June 30, 2021 and December 31, 2020 are as follows:

June 30, December 31,

(In millions) 2021 2020

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements