NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP
Section 11(a) of the Securities Act of 1933, as amended (the "Securities Act"), provides that if any part of a registration statement at the time such part becomes effective contains an untrue statement of a material fact or an omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, any person acquiring a security pursuant to such registration statement (unless it is proved that at the time of such acquisition such person knew of such untruth or omission) may sue, among others, every accountant who has consented to be named as having prepared or certified any part of the registration statement, or as having prepared or certified any report or valuation which is used in connection with the registration statement, with respect to the statement in such registration statement, report or valuation which purports to have been prepared or certified by the accountant.
The Annual Report on Form 10-K is incorporated by reference into Registration Statement File Nos. 33-34640; 33-58734; 33-86978; 33-58607; 33-86978; 33-71200; 333-52203; 333-52201; 333-68421; 333-68477; 333-48702; 333-04583; 333-97875 on Form S-8, No. 333-101701 on Form S-4 and No. 333-54764 on Form S-3 (collectively, the "Registration Statements") of Equifax Inc. ("Equifax") and, for purposes of determining any liability under the Securities Act, is deemed to be a new registration statement for each Registration Statement into which it is incorporated by reference.
As recommended by Equifax's Audit Committee, Equifax's Board of Directors on March 28, 2002 decided to dismiss Arthur Andersen LLP ("Andersen") as Equifax's independent accountants. See Equifax's Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on April 3, 2002, and the information reported in our Current Report on Form 8-K/A filed with the SEC on April 9, 2002 for more information. After reasonable efforts, Equifax has been unable to obtain Andersen's written consent to the incorporation by reference into the Registration Statements of its audit reports with respect to Equifax's financial statements as of and for the fiscal year ended December 31, 2001.
Under these circumstances, Rule 437a under the Securities Act permits Equifax to file this Form 10-K without a written consent from Andersen. However, as a result, with respect to transactions in Equifax securities pursuant to the Registration Statements that occur subsequent to the date this Annual Report on Form 10-K is filed with the SEC, Andersen will not have any liability under Section 11(a) of the Securities Act for any untrue statements of a material fact contained in the financial statements audited by Andersen or any omissions of a material fact required to be stated therein. Accordingly, you would be unable to assert a claim against Andersen under Section 11(a) of the Securities Act because it has not consented to the incorporated by reference of its previously issued reports into the Registration Statements. To the extent provided in Section 11(b)(3)(C) of the Securities Act, however, other persons who are liable under Section 11(a) of the Securities Act, including Equifax's officers and directors, may still rely on Andersen's original audit reports as being made by an expert for purposes of establishing a due diligence defense under Section 11(b) of the Securities Act.