What changed in this filing

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Item 1. Financial Statements

2021-10-21 compared with 2021-07-22 · 126 added, 98 removed, 570 unchanged (28% of the section changed)

2 unchanged sentences

Three Months Ended

September 30,

(In millions, except per share amounts)

7 unchanged sentences

Interest expense ( 35.0 ) ( 37.4 )

Other income (expense), net 6.0 ( 1.8 )

Other income, net 27.2 139.1

Consolidated income before income taxes 265.4 306.1

12 unchanged sentences

CONSOLIDATED STATEMENTS OF INCOME

Six Months Ended June 30,

Nine Months Ended September 30,

(In millions, except per share amounts)

22 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended June 30,

Three Months Ended September 30,

Shareholders Noncontrolling

8 unchanged sentences

Comprehensive income $ 106.5 $ — $ 106.5 $ 277.3 $ 1.0 $ 278.3

Six Months Ended June 30,

Nine Months Ended September 30,

Shareholders Noncontrolling

10 unchanged sentences

CONSOLIDATED BALANCE SHEETS

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

(In millions, except par values)

1 unchanged sentence

Cash and cash equivalents $ 2,025.5 $ 1,684.6

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

Trade accounts receivable, net of allowance for doubtful accounts of $ 11.3 and $ 12.9 at September 30, 2021 and December 31, 2020, respectively

Prepaid expenses 120.5 104.1

34 unchanged sentences

Authorized shares - 300.0 ;

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

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

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

Outstanding shares - 122.0 and 121.8 at September 30, 2021 and December 31, 2020, respectively

Paid-in capital 1,517.6 1,470.7

1 unchanged sentence

Accumulated other comprehensive loss ( 255.7 ) ( 171.4 )

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

Treasury stock, at cost, 66.7 shares and 66.9 shares at September 30, 2021 and December 31, 2020, respectively

( 2,630.8 ) ( 2,547.0 )

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

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

( 5.9 ) ( 5.9 )

5 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

Nine Months Ended September 30,

(In millions)

19 unchanged sentences

Financing activities:

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

Net short-term borrowings 499.2 0.3

Payments on long-term debt ( 1,100.2 ) ( 125.0 )

5 unchanged sentences

Payment of taxes related to settlement of equity awards ( 43.9 ) —

Purchase of redeemable noncontrolling interests ( 3.6 ) —

Purchase of noncontrolling interests ( 11.2 ) ( 9.0 )

Debt issuance costs ( 13.2 ) ( 9.8 )

Cash (used in) provided by financing activities ( 680.3 ) 916.3

Cash provided by financing activities 842.4 865.3

Effect of foreign currency exchange rates on cash and cash equivalents ( 10.7 ) 0.9

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

Increase in cash and cash equivalents 340.9 1,134.3

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

2 unchanged sentences

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

For the Three Months Ended June 30, 2021

For the Three Months Ended September 30, 2021

Equifax Shareholders

7 unchanged sentences

(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

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

Net income — — — 205.4 — — — 1.2 206.6

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

Other comprehensive loss — — — — ( 98.9 ) — — ( 1.2 ) ( 100.1 )

Shares issued under stock and benefit plans, net of minimum tax withholdings 0.2 — ( 0.3 ) — — ( 4.9 ) — — ( 5.2 )

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

Cash dividends ($ 0.39 per share)

2 unchanged sentences

Stock-based compensation expense — — 10.9 — — — — — 10.9

Purchases of redeemable noncontrolling interests — — — — — — — ( 7.6 ) ( 7.6 )

Redeemable noncontrolling interest adjustment — — — 14.0 — — — ( 14.0 ) —

1 unchanged sentence

Other — — — 0.1 — — — 0.1 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

Balance, September 30, 2021 122.0 $ 236.6 $ 1,517.6 $ 4,677.4 $ ( 255.7 ) $ ( 2,630.8 ) $ ( 5.9 ) $ 15.9 $ 3,555.1

For the Three Months Ended September 30, 2020

Equifax Shareholders

7 unchanged sentences

(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

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

Net income — — — 228.5 — — — 0.8 229.3

7 unchanged sentences

Dividends paid to noncontrolling interests — — — — — — — ( 1.0 ) ( 1.0 )

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

Purchases of noncontrolling interests — — ( 5.1 ) — — — — ( 3.9 ) ( 9.0 )

Balance, September 30, 2020 121.6 $ 236.6 $ 1,454.1 $ 4,158.9 $ ( 364.4 ) $ ( 2,550.4 ) $ ( 5.9 ) $ 37.8 $ 2,966.7

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND ACCUMULATED OTHER COMPREHENSIVE LOSS

For the Six Months Ended June 30, 2021

For the Nine Months Ended September 30, 2021

Equifax Shareholders

9 unchanged sentences

Net income — — — 622.1 — — — 3.4 625.5

Other comprehensive income — — — — 14.6 — — 0.5 15.1

Other comprehensive loss — — — — ( 84.3 ) — — ( 0.7 ) ( 85.0 )

Shares issued under stock and benefit plans, net of minimum tax withholdings 0.6 — 3.4 — — ( 13.9 ) — — ( 10.5 )

4 unchanged sentences

Stock-based compensation expense — — 44.8 — — — — — 44.8

Purchases of redeemable noncontrolling interests — — — — — — — ( 7.6 ) ( 7.6 )

Redeemable noncontrolling interest adjustment — — — 13.2 — — — ( 13.2 ) —

2 unchanged sentences

Other — — ( 0.2 ) — — — — 0.4 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 Six Months Ended June 30, 2020

Balance, September 30, 2021 122.0 $ 236.6 $ 1,517.6 $ 4,677.4 $ ( 255.7 ) $ ( 2,630.8 ) $ ( 5.9 ) $ 15.9 $ 3,555.1

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

For the Nine Months Ended September 30, 2020

Equifax Shareholders

17 unchanged sentences

Dividends paid to noncontrolling interests — — — — — — — ( 2.6 ) ( 2.6 )

Purchases of noncontrolling interests — — ( 5.1 ) — — — — ( 3.9 ) ( 9.0 )

Cumulative adjustment from change in accounting principle — — — ( 0.4 ) — — — — ( 0.4 )

Other — — — — — — — 0.4 0.4

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

Balance, September 30, 2020 121.6 $ 236.6 $ 1,454.1 $ 4,158.9 $ ( 364.4 ) $ ( 2,550.4 ) $ ( 5.9 ) $ 37.8 $ 2,966.7

Accumulated Other Comprehensive Loss consists of the following components:

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

(In millions)

Foreign currency translation $ ( 253.3 ) $ ( 168.4 )

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

Unrecognized prior service cost related to our pension and other postretirement benefit plans, net of accumulated tax of $ 0.3 and $ 0.5 at September 30, 2021 and December 31, 2020, respectively

( 1.4 ) ( 2.0 )

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

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

( 1.0 ) ( 1.0 )

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

June 30, 2021

September 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 June 30, 2021, we operated in the following countries:

As of September 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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

4 unchanged sentences

Weighted-average shares outstanding (diluted) 123.7 123.0 123.5 122.7

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

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

For the nine months ended September 30, 2020, stock options that were anti-dilutive were 0.6 million.

Financial Instruments.

1 unchanged sentence

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.

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 September 30, 2021 and December 31, 2020, the fair value of our long-term debt, including the current portion, was $ 5.3 billion and $ 4.8 billion, respectively, compared to its carrying value of $ 5.0 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 six months ended June 30, 2021 and the year ended December 31, 2020.

We completed several acquisitions during the nine months ended September 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.

13 unchanged sentences

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 and six months ended June 30, 2021 and 2020, respectively.

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

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

As of September 30, 2021, these assets were approximately $ 18.9 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.

3 unchanged sentences

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 $ 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.

The carrying value of the investment has been adjusted to $ 124.9 million as of September 30, 2021 based on quoted market prices, resulting in an unrealized gain of $ 17.3 million and unrealized loss of $ 0.1 million for the three and nine months ended September 30, 2021.

The carrying value of the investment was $ 133.8 million as of September 30, 2020,

resulting in an unrealized gain of $ 129.9 million for the three and nine months ended September 30, 2020.

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

Other Current Liabilities.

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 June 30, 2021, these funds were approximately $ 18.6 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 September 30, 2021, these funds were approximately $ 18.9 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 June 30, Change Six Months Ended June 30, Change

Three Months Ended September 30, Change Nine Months Ended September 30, Change

Consolidated Operating Revenue 2021 2020 $ % 2021 2020 $ %

15 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 June 30, 2021, inclusive of foreign exchange impact:

We expect to recognize as revenue the following amounts related to our remaining performance obligations as of September 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 U.S.

Information Solutions business unit.

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

Information Solutions (“USIS”) 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.

In the third quarter of 2021, the Company acquired 100 % of Health e(fx) and Teletrack within the Workforce Solutions and USIS business units, respectively, as well as the 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 consist of income taxes and working capital.

The purchase price allocations for these acquisitions are not yet finalized and open areas consist of income taxes and working capital for all acquisitions and purchased intangibles for third quarter acquisitions.

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.

Additionally, the Company acquired 100 % of Appriss Insights on October 1, 2021, for cash consideration of approximately $ 1.825 billion.

Appriss Insights is a source of risk and criminal justice intelligence information and will be reported within the Workforce Solutions business unit.

The Company will account for this acquisition in accordance with ASC 805, Business Combinations, which requires the assets acquired and the liabilities assumed to be measured at fair value at the date of the acquisition.

The accounting for the acquisition is incomplete as of the date of this filing.

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 six months ended June 30, 2021, are as follows:

Our annual goodwill impairment testing was completed during the third quarter of 2021.

The estimated fair value for all reporting units exceeded the carrying value for those units as of September 30, 2021.

As a result, no goodwill impairment was recorded.

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

Workforce Solutions U.S.

5 unchanged sentences

Divestitures — — ( 1.3 ) — ( 1.3 )

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

Balance, September 30, 2021 $ 1,234.5 $ 1,774.6 $ 1,968.1 $ 192.0 $ 5,169.2

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 six months ended June 30, 2021.

Our indefinite-lived intangible asset carrying amounts did not change materially during the nine months ended September 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 June 30, 2021 and December 31, 2020 consisted of the following:

June 30, 2021 December 31, 2020

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

September 30, 2021 December 31, 2020

Gross Accumulated

10 unchanged sentences

Total definite-lived intangible assets $ 2,144.0 $ ( 872.4 ) $ 1,271.6 $ 1,878.6 $ ( 880.8 ) $ 997.8

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:

Amortization expense related to purchased intangible assets was $ 40.1 million and $ 36.0 million during the three months ended September 30, 2021 and 2020, respectively.

Amortization expense related to purchased intangible assets was $ 119.6 million and $ 105.8 million during the nine months ended September 30, 2021 and 2020, respectively.

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

Years ending December 31, Amount

1 unchanged sentence

Thereafter 612.8

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

June 30, 2021 December 31, 2020

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

September 30, 2021 December 31, 2020

(In millions)

Commercial paper $ 500.0 $ —

Notes, 2.3 %, due June 2021

6 unchanged sentences

Notes, 3.25 %, due June 2026

Term loan, due August 2026 700.0 —

Debentures, 6.9 %, due July 2028

Notes, 3.1 %, due May 2030

Notes, 2.35 %, due September 2031

Notes, 7.0 %, due July 2037

4 unchanged sentences

Total long-term debt, net $ 4,969.4 $ 3,277.3

2.35 % Senior Notes .

On August 11, 2021, we issued $ 1.0 billion aggregate principal amount of 2.35 % ten-year Senior Notes due 2031 (the “2031 Notes”) in an underwritten public offering.

Interest on the 2031 Notes accrues at a rate of 2.35 % per year and is payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2022.

The net proceeds of the sale of the 2031 Notes were used to repay the $ 300.0 million 3.6 % Senior Notes due 2021 and $ 300.0 million Floating Rate Notes due 2021.

The remaining proceeds will be used for general corporate purposes, which may include the repayment of borrowings under the our commercial paper program or the funding of acquisitions, including the Company’s $ 1.825 billion acquisition of Appriss Insights.

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.

The 2031 Notes are unsecured and rank equally with all of our other unsecured and unsubordinated indebtedness.

2.6 % and 3.1 % Senior Notes.

On April 22, 2020, we issued $ 400.0 million aggregate principal amount of 2.6 % five-year Senior Notes due 2025 (the “2025 Notes”) and $ 600.0 million aggregate principal amount of 3.1 % ten-year Senior Notes due 2030 (the “2030 Notes”) in an underwritten public offering.

Interest on the 2025 Notes accrues at a rate of 2.6 % per year and is payable semi-annually in arrears on June 15 and December 15 of each year.

Interest on the 2025 Notes accrues at a rate of 2.6 % per year

and is payable semi-annually in arrears on June 15 and December 15 of each year.

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 $ 1.1 billion five-year unsecured revolving credit facility.

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 were used for general corporate purposes, which included the repayment of a portion of the 2021 debt maturities.

The 2025 Notes and 2030 Notes are unsecured and rank equally with all of our other unsecured and unsubordinated indebtedness.

Senior Credit Facility.

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”).

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

The Revolver has an accordion feature that allows us to request an increase in the total commitment to $ 1.6 billion.

The Revolver includes an option to request a maximum of two one-year extensions of the maturity date, any time after the first anniversary of the Revolver closing.

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 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.

Senior Credit Facilities.

In August 2021, the Company refinanced the existing unsecured revolving credit facility of $ 1.1 billion set to expire September 2023, and entered into a new $ 1.5 billion five-year unsecured revolving credit facility (the “Revolver”) and a new $ 700.0 million delayed draw term loan (“Term Loan”), collectively known as the “Senior Credit Facilities,” both which mature in August 2026.

Borrowings under the Senior Credit Facilities may be used for working capital, for capital expenditures, to refinance existing debt, to finance acquisitions, including the acquisition of Appriss Insights, and for other general corporate purposes.

The Revolver includes an option to request a maximum of three one-year extensions of the maturity date, any time after the first anniversary of the closing date of the Revolver.

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 Revolver.

As of September 30, 2021, there were $ 500.0 million of outstanding commercial paper notes, $ 0.7 million of letters of credit outstanding, no outstanding borrowings under the Revolver and $ 700 million outstanding under the Term Loan.

Availability under the Revolver was $ 1.0 billion at September 30, 2021.

Commercial Paper Program.

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.

In the third quarter of 2021, we increased the size of our commercial paper program from $ 1.1 billion to $ 1.5 billion, consistent with the increase in our Revolver.

The $ 1.5 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 June 30, 2021, there were no outstanding commercial paper notes.

At September 30, 2021, there were $ 500.0 million of 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.

7 unchanged sentences

We believe it is probable that we will incur losses associated with certain of the proceedings and investigations related to the 2017 cybersecurity incident.

In 2019, we recorded expenses, net of insurance recoveries, of $800.9 million in other current liabilities and selling, general, and administrative expenses in our Consolidated Balance Sheets and Statements of Income (Loss), respectively, exclusive of our legal and professional services expenses.

In 2019, we recorded expenses, net of insurance recoveries, of $800.9 million in other current liabilities in our Consolidated Balance Sheets, exclusive of our legal and professional services expenses.

The amount accrued represents our best estimate of the liability related to these matters.

23 unchanged sentences

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.

Several objectors filed petitions with the Eleventh Circuit seeking a rehearing, and on July 29, 2021, the Eleventh Circuit denied those petitions.

On August 12, 2021, the MDL Court made the Eleventh Circuit’s mandate the judgment of the MDL Court.

Since that time, one objector has filed a petition for a writ of certiorari with the U.S.

Supreme Court.

The deadline for any other objectors to file such petitions is October 27, 2021.

Until all such petitions to the U.S.

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

Consumer MDL Litigation will be resolved as contemplated by the settlement agreement.

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.

If the Eleventh Circuit’s June 3, 2021 order affirming approval of the settlement (except with respect to incentive awards, as discussed above) is reviewed and reversed by the U.S.

Supreme 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 and results of operations.

36 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 June 30, 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 September 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 June 30, 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 September 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 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.

Our effective income tax rate was 22.1 % for the three months ended September 30, 2021, compared to 25.1 % for the three months ended September 30, 2020.

Our effective income tax rate was 22.9 % for the nine months ended September 30, 2021, compared to 24.1 % for the nine months ended September 30, 2020.

Our effective tax rate was lower for the third quarter and first nine months of 2021 as compared to 2020 due to a lower foreign income tax rate differential in 2021 due to the changes in fair value of our investment in Brazil.

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 six months ended June 30, 2021, are as follows:

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

currency Pension and other

7 unchanged sentences

Net current-period other comprehensive income (loss) ( 84.9 ) 0.6 — ( 84.3 )

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.

Balance, September 30, 2021 $ ( 253.3 ) $ ( 1.4 ) $ ( 1.0 ) $ ( 255.7 )

Changes in accumulated other comprehensive loss related to noncontrolling interests were not material as of September 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 $ 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.

To date, we have paid $ 25.5 million of the 2020 restructuring costs with $ 4.3 million and $ 21.5 million of it paid during the three and nine months ended September 30, 2021, respectively.

The remaining future payments are expected to be completed in the fourth quarter of 2021.

SEGMENT INFORMATION

24 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 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 and operating income by operating segment during the three and nine months ended September 30, 2021 and 2020 are as follows:

Three Months Ended Nine Months Ended

(In millions) September 30, September 30,

Operating revenue:

5 unchanged sentences

Total operating revenue $ 1,222.9 $ 1,068.3 $ 3,670.7 $ 3,009.1

Three Months Ended Six Months Ended

(In millions) June 30, June 30,

Three Months Ended Nine Months Ended

(In millions) September 30, September 30,

Operating income:

6 unchanged sentences

Total operating income $ 273.2 $ 204.4 $ 885.8 $ 507.2

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

June 30, December 31,

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

September 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