What changed in this filing

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Item 1. Financial Statements

2022-07-21 compared with 2022-04-21 · 177 added, 105 removed, 463 unchanged (38% of the section changed)

11 unchanged sentences

Interest expense ( 41.6 ) ( 34.9 )

Other income (expense), net 11.1 ( 0.9 )

Other income, net 1.8 6.0

Consolidated income before income taxes 264.8 277.1

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 $ 2,680.0 $ 2,447.8

Operating expenses:

Cost of services (exclusive of depreciation and amortization below) 1,095.5 966.2

Selling, general and administrative expenses 670.5 637.3

Depreciation and amortization 276.9 231.7

Total operating expenses 2,042.9 1,835.2

Operating income 637.1 612.6

Interest expense ( 81.4 ) ( 72.1 )

Other income, net 12.9 5.1

Consolidated income before income taxes 568.6 545.6

Provision for income taxes ( 144.4 ) ( 126.8 )

Consolidated net income 424.2 418.8

Net income attributable to noncontrolling interests including redeemable noncontrolling interests ( 1.8 ) ( 2.1 )

Net income attributable to Equifax $ 422.4 $ 416.7

Basic earnings per common share:

Net income attributable to Equifax $ 3.45 $ 3.42

Weighted-average shares used in computing basic earnings per share 122.3 121.8

Diluted earnings per common share:

Net income attributable to Equifax $ 3.42 $ 3.38

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

Dividends per common share $ 0.78 $ 0.78

See Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended March 31,

Three Months Ended June 30,

Shareholders Noncontrolling

8 unchanged sentences

Comprehensive income $ 3.9 $ 0.9 $ 4.8 $ 219.6 $ 0.4 $ 220.0

Six Months Ended June 30,

Shareholders Noncontrolling

Interests Total Equifax

Shareholders Noncontrolling

Interests Total

(In millions)

Net income $ 422.4 $ 1.8 $ 424.2 $ 416.7 $ 2.1 $ 418.8

Other comprehensive income (loss):

Foreign currency translation adjustment ( 118.2 ) ( 0.2 ) ( 118.4 ) 15.2 0.5 15.7

Change in unrecognized prior service cost related to our pension and other postretirement benefit plans, net ( 0.8 ) — ( 0.8 ) ( 0.6 ) — ( 0.6 )

Comprehensive income $ 303.4 $ 1.6 $ 305.0 $ 431.3 $ 2.6 $ 433.9

See Notes to Consolidated Financial Statements.

CONSOLIDATED BALANCE SHEETS

(In millions, except par values) March 31, 2022 December 31, 2021

(In millions, except par values) June 30, 2022 December 31, 2021

Current assets:

Cash and cash equivalents $ 223.6 $ 224.7

Trade accounts receivable, net of allowance for doubtful accounts of $ 14.9 and $ 13.9 at March 31, 2022 and December 31, 2021, respectively

Trade accounts receivable, net of allowance for doubtful accounts of $ 15.6 and $ 13.9 at June 30, 2022 and December 31, 2021, respectively

Prepaid expenses 153.9 108.4

34 unchanged sentences

Authorized shares - 300.0 ;

Issued shares - 189.3 at March 31, 2022 and December 31, 2021;

Outstanding shares - 122.3 and 122.1 at March 31, 2022 and December 31, 2021, respectively

Issued shares - 189.3 at June 30, 2022 and December 31, 2021;

Outstanding shares - 122.4 and 122.1 at June 30, 2022 and December 31, 2021, respectively

Paid-in capital 1,563.2 1,536.7

1 unchanged sentence

Accumulated other comprehensive loss ( 414.4 ) ( 295.4 )

Treasury stock, at cost, 66.4 shares and 66.6 shares at March 31, 2022 and December 31, 2021, respectively

Treasury stock, at cost, 66.3 shares and 66.6 shares at June 30, 2022 and December 31, 2021, respectively

( 2,652.6 ) ( 2,639.2 )

Stock held by employee benefit trusts, at cost, 0.6 shares at March 31, 2022 and December 31, 2021

Stock held by employee benefit trusts, at cost, 0.6 shares at June 30, 2022 and December 31, 2021

( 5.9 ) ( 5.9 )

5 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

(In millions)

5 unchanged sentences

Deferred income taxes 26.7 14.1

(Gain) loss on fair market value adjustment of equity investments ( 8.3 ) 11.9

(Gain) loss on fair market value adjustment and gain on sale of equity investments ( 2.4 ) 17.5

Gain on divestiture — ( 0.2 )

3 unchanged sentences

Current and long term liabilities, excluding debt ( 475.7 ) ( 123.4 )

Cash (used in) provided by operating activities ( 198.5 ) 143.4

Cash provided by operating activities 76.8 551.1

Investing activities:

5 unchanged sentences

Net short-term borrowings 386.7 ( 0.6 )

Payments on long-term debt — ( 500.1 )

Treasury stock purchases — ( 69.9 )

11 unchanged sentences

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

For the Three Months Ended March 31, 2022

For the Three Months Ended June 30, 2022

Equifax Shareholders

7 unchanged sentences

(In millions, except per share amounts)

Balance, December 31, 2021 122.1 $ 236.6 $ 1,536.7 $ 4,751.6 $ ( 295.4 ) $ ( 2,639.2 ) $ ( 5.9 ) $ 16.8 $ 3,601.2

Balance, March 31, 2022 122.3 $ 236.6 $ 1,548.8 $ 4,925.5 $ ( 217.7 ) $ ( 2,653.2 ) $ ( 5.9 ) $ 17.0 $ 3,851.1

Net income — — — 200.6 — — — 0.8 201.4

3 unchanged sentences

— — — ( 48.0 ) — — — — ( 48.0 )

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

Stock-based compensation expense — — 14.4 — — — — — 14.4

Dividends paid to noncontrolling interests — — — — — — — ( 1.9 ) ( 1.9 )

Balance, June 30, 2022 122.4 $ 236.6 $ 1,563.2 $ 5,078.1 $ ( 414.4 ) $ ( 2,652.6 ) $ ( 5.9 ) $ 16.0 $ 3,821.0

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

For the Three Months Ended March 31, 2021

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

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND ACCUMULATED OTHER COMPREHENSIVE LOSS

For the Six Months Ended June 30, 2022

Equifax Shareholders

9 unchanged sentences

Net income — — — 422.4 — — — 1.8 424.2

Other comprehensive loss — — — — ( 119.0 ) — — ( 0.2 ) ( 119.2 )

Shares issued under stock and benefit plans, net of minimum tax withholdings 0.3 — ( 10.4 ) — — ( 13.4 ) — — ( 23.8 )

Cash dividends ($ 0.78 per share)

— — — ( 95.9 ) — — — — ( 95.9 )

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

Stock-based compensation expense — — 36.7 — — — — — 36.7

Dividends paid to noncontrolling interests — — — — — — — ( 2.4 ) ( 2.4 )

Balance, June 30, 2022 122.4 $ 236.6 $ 1,563.2 $ 5,078.1 $ ( 414.4 ) $ ( 2,652.6 ) $ ( 5.9 ) $ 16.0 $ 3,821.0

* At June 30, 2022, $ 520.2 million was available for future purchases of common stock under our share repurchase authorization.

For the Six 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, December 31, 2020 121.8 $ 236.6 $ 1,470.7 $ 4,185.4 $ ( 171.4 ) $ ( 2,547.0 ) $ ( 5.9 ) $ 41.9 $ 3,210.3

Net income — — — 416.7 — — — 2.1 418.8

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

8 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

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

Accumulated Other Comprehensive Loss consists of the following components:

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

(In millions)

Foreign currency translation $ ( 410.7 ) $ ( 292.5 )

Unrecognized prior service cost related to our pension and other postretirement benefit plans, net of accumulated tax of $ 0.6 and $ 0.4 at March 31, 2022 and December 31, 2021, respectively

Unrecognized prior service cost related to our pension and other postretirement benefit plans, net of accumulated tax of $ 0.7 and $ 0.4 at June 30, 2022 and December 31, 2021, respectively

( 2.7 ) ( 1.9 )

Cash flow hedging transactions, net of accumulated tax of $ 0.6 at March 31, 2022 and December 31, 2021

Cash flow hedging transactions, net of accumulated tax of $ 0.6 at June 30, 2022 and December 31, 2021

( 1.0 ) ( 1.0 )

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2022

June 30, 2022

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, 2022, we operated in the following countries:

As of June 30, 2022, we operated in the following countries:

Argentina, Australia, Canada, Chile, Costa Rica, Dominican Republic, 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.

We also have investments in consumer and/or commercial credit information companies through joint ventures in Cambodia, Malaysia and Singapore and have an investment in a consumer and commercial credit information company in Brazil.

We have a joint venture in Russia that offers consumer credit services;

however, we determined as of March 31, 2022 to exit our ownership position, wrote the value of the investment to zero and expect no future economic benefit from the joint venture's operations going forward.

We develop, maintain and enhance secured proprietary information databases through the compilation of consumer specific data, including credit, income, employment, criminal history, asset, liquidity, net worth and spending activity, and business data, including credit and business demographics, that we obtain from a variety of sources, such as credit granting institutions, and income and tax information primarily from large to mid-sized companies in the U.S.

11 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,

2022 2021 2022 2021

(In millions)

3 unchanged sentences

Weighted-average shares outstanding (diluted) 123.3 123.5 123.4 123.4

For the three months ended March 31, 2022 and 2021, stock options that were anti-dilutive were no t material.

For the three and six months ended June 30, 2022 and 2021, stock options that were anti-dilutive were no t material.

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 publicly traded instruments, and for non-publicly traded instruments, through valuation techniques depending on the specific characteristics of the debt instrument, taking into account credit risk.

As of March 31, 2022 and December 31, 2021, the fair value of our long-term debt, including the current portion, was $ 4.9 billion and $ 5.2 billion, respectively, compared to its carrying value of $ 5.0 billion for both periods.

The fair value of our fixed-rate debt is determined using Level 2 inputs such as quoted market prices for publicly traded instruments, and for non-publicly traded instruments, through valuation techniques depending on the specific characteristics of the debt instrument, taking into account credit risk.

As of June 30, 2022 and December 31, 2021, the fair value of our long-term debt, including the current portion, was $ 4.7 billion and $ 5.2 billion compared to its carrying value of $ 5.0 billion, respectively.

Fair Value Measurements.

2 unchanged sentences

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

We completed multiple acquisitions during the three months ended March 31, 2022 and the year ended December 31, 2021.

We completed multiple acquisitions during the six months ended June 30, 2022 and the year ended December 31, 2021.

The values of certain assets acquired were recorded at fair value using Level 3 inputs.

12 unchanged sentences

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

Below is a rollforward of our allowance for doubtful accounts for the three months ended March 31, 2022 and 2021, 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, 2022 and 2021, respectively.

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

2022 2021 2022 2021

(In millions)

6 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, 2022, these assets were $ 26.7 million, with a corresponding balance in other current liabilities.

As of June 30, 2022, these assets were $ 26.8 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 $ 95.0 million as of March 31, 2022 based on quoted market prices, resulting in an unrealized gain of $ 27.8 million for the three months ended March 31, 2022.

The carrying value of the investment was $ 106.0 million as of March 31, 2021, resulting in an unrealized loss of $ 11.9 million for the three months ended March 31, 2021.

We have a joint venture in Russia that offers consumer credit services, however, we have determined as of March 31, 2022 that we expect no future economic benefit from the joint venture going forward and have recorded a $ 19.5 million loss to fully impair the investment for the three months ended March 31, 2022.

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

The carrying value of the investment has been adjusted to $ 54.1 million as of June 30, 2022 based on quoted market prices, resulting in an unrealized loss of $ 34.2 million and $ 6.4 million for the three and six months ended June 30, 2022.

The carrying value of the investment was $ 117.9 million as of June 30, 2021, resulting in an unrealized loss of

$ 5.6 million and $ 17.5 million for the three and six months ended June 30, 2021.

We have a joint venture in Russia that offers consumer credit services;

however, we determined as of March 31, 2022 to exit our ownership position, expect no future economic benefit from the joint venture's operations going forward and recorded a $ 19.5 million loss to fully impair the investment.

All unrealized gains or losses on these investments were recorded in Other income, net within the Consolidated Statements of Income.

During the quarter ended June 30, 2022, we sold our interest in two equity investments.

The overall sale proceeds exceeded the total carrying value of the investments, and we have recorded a gain of $ 27.5 million in Other income, net within the Consolidated Statements of Income.

Other Current Liabilities.

1 unchanged sentence

Other current liabilities also include the offset to 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, 2022, these funds were $ 26.7 million.

As of June 30, 2022, these funds were $ 26.8 million.

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

13 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 2022 2021 $ % 2022 2021 $ %

(In millions)

(In millions) (In millions)

Verification Services $ 504.5 $ 394.5 $ 110.0 28 % $ 1,017.8 779.6 $ 238.2 31 %

12 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, 2022, inclusive of foreign exchange impact:

We expect to recognize as revenue the following amounts related to our remaining performance obligations as of June 30, 2022, inclusive of foreign exchange impact:

Performance Obligation Amount

7 unchanged sentences

2022 Acquisitions and Investments.

In the first quarter of 2022, the Company acquired 100 % of Efficient Hire within the Workforce Solutions operating segment and Data Crédito within the International operating segment.

In the first quarter of 2022, the Company acquired 100 % of Efficient Hire, a provider of cloud recruiting, onboarding and HR management solutions, within the Workforce Solutions operating segment, and Data Crédito, a consumer credit reporting agency in the Dominican Republic, within the International operating segment.

These acquisitions expand the Company's data assets and product offerings and broaden our geographic footprint.

The Company will account for these acquisitions 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 purchase price allocation for the acquisitions are not yet finalized and open areas relate to measurement of intangible assets, income taxes and working capital.

The Company has accounted for these acquisitions 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 purchase price allocations for the acquisitions are not yet finalized and open areas relate to measurement of income taxes and working capital.

Accordingly, adjustments may be made to the values of the assets and liabilities assumed as additional information is obtained about the facts and circumstances that existed at the valuation date.

2021 Acquisitions and Investments.

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.

In the first quarter of 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.

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, 2022, are as follows:

Changes in the amount of goodwill for the six months ended June 30, 2022, are as follows:

Workforce Solutions U.S.

4 unchanged sentences

Foreign currency translation — — ( 87.3 ) ( 87.3 )

Balance, March 31, 2022 $ 2,410.6 $ 1,900.1 $ 2,067.4 $ 6,378.1

Balance, June 30, 2022 $ 2,411.7 $ 1,899.9 $ 1,927.1 $ 6,238.7

Indefinite-Lived Intangible Assets.

4 unchanged sentences

We perform our annual indefinite-lived intangible asset impairment test as of September 30.

The estimated fair value of our indefinite-lived intangible assets exceeded the carrying value as of September 30, 2021.

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, 2022.

Our indefinite-lived intangible asset carrying amounts did not change materially during the six months ended June 30, 2022.

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 2021 Form 10-K.

Purchased intangible assets at March 31, 2022 and December 31, 2021 consisted of the following:

March 31, 2022 December 31, 2021

Purchased intangible assets at June 30, 2022 and December 31, 2021 consisted of the following:

June 30, 2022 December 31, 2021

Gross Accumulated

10 unchanged sentences

Total definite-lived intangible assets $ 2,836.9 $ ( 1,009.5 ) $ 1,827.4 $ 2,813.4 $ ( 915.4 ) $ 1,898.0

Amortization expense related to purchased intangible assets was $ 57.3 million and $ 39.4 million during the three months ended March 31, 2022 and 2021, respectively.

Estimated future amortization expense related to definite-lived purchased intangible assets at March 31, 2022 is as follows:

Amortization expense related to purchased intangible assets was $ 57.9 million and $ 40.1 million during the three months ended June 30, 2022 and 2021, respectively.

Amortization expense related to purchased intangible assets was $ 115.2 million and $ 79.5 million during the six months ended June 30, 2022 and 2021, respectively.

Estimated future amortization expense related to definite-lived purchased intangible assets at June 30, 2022 is as follows:

Years ending December 31, Amount

1 unchanged sentence

Thereafter 871.9

Debt outstanding at March 31, 2022 and December 31, 2021 was as follows:

March 31, 2022 December 31, 2021

Debt outstanding at June 30, 2022 and December 31, 2021 was as follows:

June 30, 2022 December 31, 2021

(In millions)

27 unchanged sentences

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 March 31, 2022, there were $ 836.0 million of outstanding commercial paper notes, $ 0.7 million of letters of credit outstanding, no outstanding borrowings under the Revolver and $ 700.0 million outstanding under the Term Loan.

Availability under the Revolver was $ 663.3 million at March 31, 2022.

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 June 30, 2022, there were $ 711.0 million of outstanding commercial paper notes, $ 0.4 million of letters of credit outstanding, no outstanding borrowings under the Revolver and $ 700.0 million outstanding under the Term Loan.

Availability under the Revolver was $ 788.6 million at June 30, 2022.

Commercial Paper Program.

3 unchanged sentences

Because the CP is backstopped by our Revolver, the amount of CP 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, 2022, there were $ 836.0 million of outstanding CP notes.

At June 30, 2022, there were $ 711.0 million of outstanding CP notes.

For additional information about our debt agreements, see Note 5 of the Notes to Consolidated Financial Statements in our 2021 Form 10-K.

4 unchanged sentences

We were also subject to investigations and inquiries by federal, state and foreign governmental agencies and officials regarding the 2017 cybersecurity incident and related matters.

Most of these lawsuits and government investigations have concluded or been resolved, including pursuant to the settlement agreements described below, while others remain ongoing.

Most of these lawsuits and government investigations have concluded or been resolved, including pursuant to the settlement agreements described below and in prior filings, while others remain ongoing.

The Company’s participation in these settlements does not constitute an admission by the Company of any fault or liability, and the Company does not admit fault or liability.

11 unchanged sentences

Consumer MDL Litigation”), and the investigations of the FTC, the CFPB, the Attorneys General of 48 states, the District of Columbia and Puerto Rico and the NYDFS (collectively, the “Consumer Settlement”).

Under the terms of the Consumer Settlement, the Company agreed to contribute $ 380.5 million to a non-reversionary settlement fund (the “Consumer Restitution Fund”) to provide restitution for U.S.

The Consumer Settlement became effective on January 11, 2022.

Under the terms of the Consumer Settlement, the Company contributed $ 380.5 million to a non-reversionary settlement fund (the “Consumer Restitution Fund”) to provide restitution for U.S.

consumers identified by the Company whose personal information was compromised as a result of the 2017 cybersecurity incident as well as to pay reasonable attorneys’ fees and reasonable costs and expenses for the plaintiffs’ counsel in the U.S.

3 unchanged sentences

The Company also agreed to various business practice commitments related to consumer assistance and its information security program, including conducting third party assessments of its information security program.

On January 13, 2020, the Northern District of Georgia, the U.S.

District Court overseeing centralized pre-trial proceedings for the U.S.

Consumer MDL Litigation and numerous other federal court actions relating to the 2017 cybersecurity incident (the “MDL Court”), entered an order granting final approval of the settlement in connection with the U.S.

Consumer MDL Litigation.

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 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.

Two objectors filed petitions for a writ of certiorari with the U.S.

Supreme Court, and on January 10, 2022, the U.S.

Supreme Court denied the last remaining petition.

On January 11, 2022, the Consumer Settlement became effective.

Other Matters .

2 unchanged sentences

We dispute the allegations in the remaining lawsuits and intend to defend against such claims.

Set forth below are descriptions of the main categories of these matters.

Georgia State Court Consumer Class Actions .

Four putative class actions arising from the 2017 cybersecurity incident were filed against us in Fulton County Superior Court and Fulton County State Court in Georgia based on similar allegations and theories as alleged in the U.S.

Consumer MDL Litigation and seek monetary damages, injunctive relief and other related

relief on behalf of Georgia citizens.

These cases were transferred to a single judge in the Fulton County Business Court and three of the cases were consolidated into a single action.

On July 27, 2018, the Fulton County Business Court granted the Company’s motion to stay the remaining single case, and on August 17, 2018, the Fulton County Business Court granted the Company’s motion to stay the consolidated case.

Because the plaintiffs in the four putative class actions did not opt out of the Consumer Settlement that became effective on January 11, 2022, these cases have been dismissed and are now closed.

Set forth below are descriptions of these matters.

Canadian Class Actions .

4 unchanged sentences

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 with the Ontario Court of Appeal, which is scheduled to be heard in June 2022.

The plaintiff has since filed a notice of further appeal with the Ontario Court of Appeal, which was argued before the Court of Appeal in June 2022.

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

Government Investigations .

We have cooperated with federal, state and foreign governmental agencies and officials investigating or otherwise seeking information, testimony and/or documents, regarding the 2017 cybersecurity incident and related matters and these investigations have been resolved as discussed in prior filings.

FCA Investigation .

The U.K.’s Financial Conduct Authority (“FCA”) opened an enforcement investigation against our U.K.

2 unchanged sentences

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

Although we continue to cooperate in the Canadian class action proceedings and the FCA investigation, an adverse outcome to any such proceedings and investigation 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

9 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, 2022 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, 2022 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, 2022.

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, 2022.

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

1 unchanged sentence

Certain of our credit agreements include provisions which require us to make payments to preserve an expected economic return to the lenders if that economic return is diminished due to certain changes in law or regulations.

In conjunction with certain transactions, such as sales or purchases of operating assets or services in the ordinary course of business, or the

disposition of certain assets or businesses, we sometimes provide routine indemnifications, the terms of which range in duration and sometimes are not limited.

In conjunction with certain transactions, such as sales or purchases of operating assets or services in the ordinary course of business, or the disposition of certain assets or businesses, we sometimes provide routine indemnifications, the terms of which range in duration and sometimes are not limited.

Additionally, the Company has entered into indemnification agreements with its directors and executive officers to indemnify such individuals to the fullest extent permitted by applicable law against liabilities that arise by reason of their status as directors or officers.

11 unchanged sentences

Effective Tax Rate

Our effective income tax rate was 26.7 % for the three months ended March 31, 2022, compared to 24.4 % for the three months ended March 31, 2021.

Our effective tax rate was higher during the first quarter of 2022 as compared to 2021 due to a greater foreign income tax rate differential and a change in deferred tax balances driven by a change in state law.

The increase in the foreign rate differential was driven by the fair value adjustment of our equity investment in Brazil and adjustment to fully impair our investment in Russia.

Our effective income tax rate was 23.9 % for the three months ended June 30, 2022, compared to 22.1 % for the three months ended June 30, 2021.

Our effective income tax rate was 25.4 % for the six months ended June 30, 2022, compared to 23.2 % for the six months ended June 30, 2021.

Our effective tax rate was higher for the second quarter and first six months of 2022 as compared to 2021 due to a greater foreign income tax rate differential.

The increase in the foreign rate differential was primarily driven by the adjustment to fully impair our investment in Russia.

ACCUMULATED OTHER COMPREHENSIVE LOSS

Changes in accumulated other comprehensive loss by component, after tax, for the three months ended March 31, 2022, are as follows:

Changes in accumulated other comprehensive loss by component, after tax, for the six months ended June 30, 2022, are as follows:

currency Pension and other

4 unchanged sentences

Balance, December 31, 2021 $ ( 292.5 ) $ ( 1.9 ) $ ( 1.0 ) $ ( 295.4 )

Other comprehensive income before reclassifications 64.5 — — 64.5

Other comprehensive loss before reclassifications ( 131.8 ) — — ( 131.8 )

Amounts reclassified from accumulated other comprehensive loss 13.6 ( 0.8 ) — 12.8

Net current-period other comprehensive income (loss) ( 118.2 ) ( 0.8 ) — ( 119.0 )

Balance, March 31, 2022 $ ( 214.4 ) $ ( 2.3 ) $ ( 1.0 ) $ ( 217.7 )

Changes in accumulated other comprehensive loss related to noncontrolling interests were not material as of March 31, 2022.

Balance, June 30, 2022 $ ( 410.7 ) $ ( 2.7 ) $ ( 1.0 ) $ ( 414.4 )

Changes in accumulated other comprehensive loss related to noncontrolling interests were not material as of June 30, 2022.

RESTRUCTURING CHARGES

1 unchanged sentence

This charge was 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.

As of March 31, 2022, $ 3.1 million of the fourth quarter 2021 restructuring charge has been paid, with the remaining future payments expected to be completed later in 2022.

As of June 30, 2022, $ 4.9 million of the fourth quarter 2021 restructuring charge has been paid, with the remaining future payments expected to be completed later in 2022.

SEGMENT INFORMATION

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Workforce Solutions.

This segment includes employment, income, criminal history and social security number verification services as well as complementary payroll-based transaction services, employment tax management services and identity theft protection products.

Information Solutions.

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In Europe and Canada we also provide credit monitoring products to resellers or directly to consumers.

Operating revenue and operating income by operating segment during the three months ended March 31, 2022 and 2021 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, 2022 and 2021 are as follows:

Three Months Ended Six Months Ended

(In millions) June 30, June 30,

Operating revenue:

2022 2021 2022 2021

Workforce Solutions $ 609.2 $ 502.0 $ 1,258.1 $ 989.2

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Total operating revenue $ 1,316.7 $ 1,234.8 $ 2,680.0 $ 2,447.8

Three Months Ended

(In millions) March 31,

Three Months Ended Six Months Ended

(In millions) June 30, June 30,

Operating income:

2022 2021 2022 2021

Workforce Solutions $ 281.2 $ 265.8 $ 589.7 $ 531.5

3 unchanged sentences

Total operating income $ 304.6 $ 306.0 $ 637.1 $ 612.6

Total assets by operating segment at March 31, 2022 and December 31, 2021 are as follows:

March 31, December 31,

Total assets by operating segment at June 30, 2022 and December 31, 2021 are as follows:

June 30, December 31,

(In millions) 2022 2021

6 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