FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] Annual Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended
12-31-99 or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period
from _____________________ to _____________________
Commission file number 1-6605
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EQUIFAX INC.
------------
(Exact name of Registrant as specified in its Charter)
GEORGIA 58-0401110
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
1550 Peachtree St., N.W., Atlanta, GA 30309
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (404) 885-8000
--------------------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock
($1.25 Par Value) New York Stock Exchange
----------------- -----------------------
Securities registered pursuant to Section 12(g) of the Act:
None
----
(Title of class)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS. YES [X] NO [ ]
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K (SECTION 229.405 OF THIS CHAPTER) IS NOT CONTAINED HEREIN, AND
WILL NOT BE CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE
PROXY OR INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS
FORM 10-K OR ANY AMENDMENT TO THIS FORM 10-K. [X]
AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE
REGISTRANT, COMPUTED BY REFERENCE TO THE CLOSING SALES PRICE ON THE NEW YORK
STOCK EXCHANGE ON FEBRUARY 25, 2000: $2,809,657,446.
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES OF
COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.
Class Outstanding at February 25, 2000
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COMMON STOCK, $1.25 PAR VALUE 141,050,489
- ----------------------------------- --------------
DOCUMENTS INCORPORATED BY REFERENCE
THE PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL
27, 2000, IS INCORPORATED BY REFERENCE, TO THE EXTENT INDICATED UNDER ITEMS 10,
11, 12, 13 AND 14, INTO PARTS III AND IV OF THIS FORM 10-K.
THE ANNUAL REPORT TO SECURITY HOLDERS FOR THE FISCAL YEAR ENDED DECEMBER 31,
1999 IS INCORPORATED BY REFERENCE, TO THE EXTENT INDICATED UNDER ITEMS 3, 6, 7,
8 AND 14, INTO PARTS I, II AND IV.
PART I
ITEM 1. BUSINESS
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Equifax is a leader in shaping global commerce by bringing buyers and sellers
together through information, transaction processing and knowledge-based
businesses. Global operations include consumer and commercial credit information
services, credit card processing, check guarantee and authorization, software,
modeling, database management, analytics, consulting and direct to consumer
services.
The Company was founded as a credit reporting agency under the name "Retail
Credit Company" in Atlanta, Georgia, in 1899. Over the next several years, the
Company established itself in the area of investigation of applicants for
insurance. The business grew, and by 1920, the Company had numerous branch
offices throughout the United States and Canada. Since that time, the Company
has continued to expand on its domestic and international basis and diversify by
means of internal development and strategic acquisitions. In late 1975, the
Company changed its name from "Retail Credit Company" to "Equifax Inc." In
mid-1997, the Company divested its insurance services operations which was
accomplished through the spinoff of a subsidiary company to shareholders.
Equifax Inc. is a holding company which conducts its business operations through
subsidiary companies. The Company's business areas are divided into separate
groups and are conducted on a "profit center" basis with self-contained
functional integrity, although Equifax Inc. supplies centralized overall
financial, legal, communications, media relations, tax and similar services. The
specific products and services presently offered by the Company are described
below under the respective Company segment headings.
In May 1999, at the Annual Shareholders' Meeting, the Company announced the
election of Thomas F. Chapman as Chairman of the Board, in addition to his
position of Chief Executive Officer.
In June 1999, the Company announced the election of Lee A. Kennedy as President
and Chief Operating Officer.
In June 1999, the Company commenced its card processing operations in the United
Kingdom in partnership with Groupe Cofinoga and Banque Nationale de Paris.
In July 1999, the Company entered into an agreement with EDS for the outsourcing
of its Payment Services data processing operations. EDS will manage the data
center for Equifax's 6,000 financial institution clients and 100,000 merchants.
In August 1999, the Company entered into a ten year agreement with Price
WaterhouseCoopers for the outsourcing of certain human resources, financial,
compensation and benefits administrative functions.
During 1999, the Company also acquired fourteen U.S. consumer reporting
affiliates and three in Canada.
In January 2000, the Company acquired Procard, the second largest credit card
processor in Chile.
-1-
In February 2000, the Company announced its plans to acquire the Consumer
Information Solutions Group of R. L. Polk and Company for approximately $260
million in cash. This Group provides consumer marketing information services to
a wide range of industries. The transaction is expected to close April 30, 2000.
Since January 1993, the Company has had an open market share repurchase program.
During 1999, the Company repurchased 6,944,000 shares at a cost of $210.2
million.
Reference is made to acquisitions and investments in unconsolidated affiliates
reported in Note 3 and industry segment information reported in Note 11 of the
Notes to Consolidated Financial Statements, included as Exhibit 13.3 in Part IV,
Item 14 of this report, which are incorporated by reference.
A description of the Company's products or services by segment follows:
North American Information Services Segment
- -------------------------------------------
This segment includes Equifax Credit Information Services, Inc.; Credit
Northwest Corporation; Equifax-Rochester, Inc.; Acrofax Inc.; Equifax Consumer
Services, Inc.; Equifax Secure, Inc.; Equifax Knowledge Engineering, Inc.;
Equifax Canada Inc.; and Equifax Canada (AFX) Inc.
The Company's principal classes of service for this segment are informational
services for consumer credit reporting purposes and risk management services.
Customers include banks, financial institutions, retailers, credit card issuers,
utilities and telecommunications companies, transportation companies, mortgage
lenders, healthcare administration companies, consumers and government.
Informational services for consumer and commercial credit reporting purposes in
the U.S. and Canada accounted for 35% of the Company's 1999 total revenue, as
compared with 37% in 1998 and 40% in 1997. Risk management services in the U.S.
and Canada accounted for 8% of the Company's 1999 total revenue, as compared
with 9% in 1998 and 10% in 1997.
Businesses in this segment primarily furnish consumer credit reporting
information and decision support and credit management services designed to meet
specific customer needs. These services include consumer credit reporting
information, credit marketing services, risk management, account acquisition
services, notification services, locate services, fraud detection and prevention
services, mortgage information and collections outsourcing. In Canada, these
services also include commercial credit information. Distribution of information
to customers is made primarily through electronic data interfaces.
Additionally, emerging businesses in this segment include custom analytics and
database solutions for customer relationship management and, also, a variety of
e-commerce solutions including online identity verification services and digital
certificate products.
In the U.S., the Company's consumer credit services operations, including
non-owned affiliate bureaus, compete with two other automated credit reporting
companies -- Experian Corporation and Trans Union Corporation. Equifax Canada
Inc. is the leading provider of both consumer and commercial credit information
in Canada.
-2-
Payment Services Segment
- ------------------------
This segment includes Equifax Payment Services, Inc.;Equifax Check Services,
Inc.; Equifax Card Services, Inc.; Equifax Card Services (Madison), Inc.; Credit
Union Card Services, Inc.; Light Signatures, Inc.; Financial Insurance Marketing
Group, Inc.; First Bankcard Systems, Inc.; Equifax Mauritius Private Limited;
Equifax Card Solutions, S.A.; Equifax E-Banking Solutions, Inc.; Equifax Ltd.;
Equifax Australia plc.; Equifax Card Solutions Limited; Equifax Pty Ltd.;
Equifax SNC; Equifax Venture Infotek Ltd. (50%); Telecredit Canada, Inc.;
Transax Plc; Transax France plc.; Partech S.A. (51%); Unnisa Solucoes en Meios
de Pagamento Ltda. (59%); and Transax (Ireland) Ltd.
The Company's principal classes of service for this segment are Card Solutions
and Check Solutions. Card Solutions provides a broad range of products and
services supporting every phase of the card payment industry, including credit
and debit card transaction processing, card processing software, portfolio
management services, portfolio analysis, cardholder customer service, marketing
services, risk management services and merchant processing. In 1999, Card
Solutions had operations in the U.S., U.K. and Brazil, and a joint venture in
India and, in January 2000 purchased Procard in Chile. Card Solutions customers
include banks, credit unions and savings institutions in the U.S. and leading
credit card issuers outside the U.S. Card software product customers are diverse
and include some of the world's largest financial institutions. This class of
service accounted for 25% of the Company's 1999 total operating revenue, as
compared with 22% in 1998 and 21% in 1997. Check Solutions in the U.S. supports
customers with check risk management solutions, including check guarantee and
authorization services, data file exchanges, risk management consulting, check
collections, and database marketing and fraud identification. Check Solutions
now includes international operations in the U.K., Canada, Ireland, France, New
Zealand and Australia. Check Solutions customers include national and regional
retail chains, online brokerages, hotels, automotive dealers, grocers and other
retailers. Check Solutions accounted for 13% of the Company's 1999 total
operating revenue, as compared with 13% in 1998 and 14% in 1997.
Companies in this segment are leading providers of their products and services
in the United States, although competition is considerable. In Brazil, Unnisa is
the largest third party processor.
Business in this segment is somewhat seasonal to some extent. The volume of
check and credit and debit card processing is highest during the holiday
shopping season and during other periods of increased consumer spending.
Equifax Europe Segment
- ----------------------
This segment includes Equifax Plc; UAPT-Infolink plc; The Infocheck Group Ltd.;
Credit Consultants International Ltd.; Credit Link (U.K.) Ltd.; Dicodi, S.A.;
Equifax Decision Systems B.V.; Information Tecnica Del Credito, S.L. (Incresa);
Infolink Ltd.; Messagegram Ltd.; Ultimate Business Services plc.; Ultimate Media
Concepts Ltd.; Via Ejectiva, S.A.; VIV Limited; Credinformacoes, Informacoes de
Credito, LDA; Precision Marketing Information Ltd. (49% owned); and The Equifax
Database Company Ltd. Also included in this segment are CCI Group plc., CCI
Trace and Investigation Services Ltd., The Database
-3-
Company Ltd., Equifax Iberica, S.A. and ASNEF-Equifax Servicios de Informacion
Sobre Solvencia y Credito, S.L. (95% owned).
The Company's principal class of service is providing consumer and commercial
information and consumer marketing lists in the United Kingdom, Spain and
Portugal.
The businesses in this segment primarily provide consumer and commercial credit
services, but also provide other financial services, including credit
application processing, credit scoring, auto lien and other information,
marketing services, modeling and analytics, and risk management services.
Customers include banks, financial institutions, retailers, automobile
manufacturers, utilities and telecommunications companies, auto finance and
leasing firms, automobile dealers and rental companies and mortgage lenders.
Throughout the United Kingdom, Spain and Portugal, Equifax also supports small
and medium-size businesses operating in a variety of diverse markets.
Equifax Europe has operations in the United Kingdom, Spain, Portugal and
Ireland.
Latin America Segment
- ---------------------
This segment includes Equifax South America, Inc.; Equifax de Chile, S.A.;
Equifax de Mexico Sociedad de Informacion Crediticia, S.A.; DICOM S.A.;
Organizacion Veraz S.A. (66 2/3%); Equifax do Brasil, Ltda., which owns 80% of
the stock of Seguranca ao Credito e Informacoes (SCI); Equifax Peru Srl.;
Infocorp S.A. (51%); and Dicom CentroAmerica (51%).
The principal class of service for this segment is consumer and commercial
credit information services. In addition to credit information, DICOM provides
import/export data, legal trademark, stock market and other consumer
information. Customers include retailers, banks, financial institutions,
utilities, telecommunications companies, manufacturers and individual consumers.
SCI is a leading commercial credit information provider in Brazil, and also
provides consumer credit information, while DICOM and Veraz are the leading
providers of consumer and commercial credit information in Chile and Argentina
respectively. Equifax Latin America also has operations in Peru and El Salvador.
Other Segment
- -------------
This segment includes High Integrity Systems, Inc.
The Company's single class of service for this segment was lottery services. In
1996, the Company subcontracted many of its lottery obligations to GTECH
Corporation, and as a result, these operations are not material to a general
understanding of the Company's business. Other than this subcontract, which
extends until mid 2002, the Company is no longer in the lottery business.
-4-
================================================================================
The principal methods of competition for the Company are price, scope, speed,
ease of use, and quality of the information and services provided.
None of the Company's segments is dependent on any single customer, and the
Company's largest customer provides less than 10% of the Company's total
revenues.
The Company had approximately 12,700 employees as of December 31, 1999.
ITEM 2. PROPERTIES
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The Company is in a service industry and does not own any mines, extractive
properties or manufacturing plants. Consequently, an understanding of the
Company's property holdings is not deemed to be material to an understanding of
the Company's business taken as a whole.
The Company owns a total of three office buildings, one of which is located in
Wexford, Ireland; one in Salisbury, England; and one in Santiago, Chile. The
Company owns approximately 23.5 acres in Windward Office Park located in
Alpharetta, Georgia adjacent to office space currently under lease by the
Company.
The Company ordinarily leases office space of the general commercial type for
conducting its business and is obligated under approximately 261 leases and
other rental arrangements for its headquarters and field locations. The
Company's operating leases involve principally office space.
ITEM 3. LEGAL PROCEEDINGS
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Reference is made to Note 9 of the Notes to Consolidated Financial Statements,
included in Part IV, Item 14 of this report, which is incorporated by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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No matters were submitted during the fourth quarter to a vote of security
holders.
-5-
EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------
The Company's executive officers, as of March 17, 2000, are listed below, with
certain information relating to each of them:
Name and Position Officer
With Company Age Since
------------ --- -----
Thomas F. Chapman, Chairman and Chief Executive Officer* 56 1991
Lee A. Kennedy, President and Chief Operating Officer* 49 1997
William V. Catucci, Executive Vice President & Group Executive - 61 1999
North American Information Services
C. Richard Crutchfield, Executive Vice President & Group Executive - 52 1997
Europe
Philip J. Mazzilli, Executive Vice President & Chief Financial Officer 59 February 2000
William R. Phinney, Executive Vice President & Group Executive - 61 1997
Latin America
Larry J. Towe, Executive Vice President & Group Executive - 52 1999
Payment Services
John T. Chandler, Corporate Vice President & Chief Administrative 52 1995
Officer
Karen H. Gaston, Corporate Vice President, Human Resources 47 1998
& Community Relations
Bruce S. Richards, Corporate Vice President & General Counsel 45 1996
Michael T. Vollkommer, Corporate Vice President & Controller 41 1999
Marietta Edmunds Zakas, Corporate Vice President, 41 1995
Corporate Secretary and Director of Investor Relations
Michael G. Schirk, Vice President & Treasurer 50 1999
*Also serves as a Director
-6-
There are no family relationships among the officers of the Company, nor are
there any arrangements or understandings between any of the officers and any
other persons pursuant to which they were selected as officers. The Board of
Directors may elect an officer or officers at any meeting of the Board. Each
elected officer is selected to serve until their successors have been elected
and duly qualified subject to earlier termination in accordance with the
By-laws. Election of officers occurs each year at the Board of Directors meeting
held in conjunction with the Annual Meeting of the Shareholders.
Mr. Chapman, elected in May 1999, serves as Chairman and Chief Executive Officer
of the Company. Prior to this election, Mr. Chapman served as President and
Chief Executive Officer of the Company since January 1998. Previously, he served
as president and Chief Operating Officer of the Company. Before that, he was
Executive Vice President and Group Executive of the Company's former Financial
Services Group. He has served as an officer of the Company for at least five
years.
Mr. Kennedy, elected in June 1999, serves as President and Chief Operating
Officer. Prior to this election, Mr. Kennedy served as Executive Vice President
and Group Executive - Payment Services since 1997. Before that, he served as
Group Executive of the Company's Payment Services Group since 1995. From 1990 to
1995, he served as Senior Vice President and General Manager of the Company's
Card Services Division.
Mr. Catucci, elected in October 1999, serves as Executive Vice President and
Group Executive - North American Information Services. Prior to joining the
Company, Mr. Catucci served as President and Chief Executive Officer of
Unitel/AT&T Canada Long Distance Services from 1996 to 1999 and as a Vice
President of AT&T for more than five years.
Mr. Crutchfield, elected in October 1997, serves as Executive Vice President and
Group Executive - Europe. He also served as Chief Technology Officer of the
Company from October 1997 through March 2000. Mr. Crutchfield served as Senior
Vice President and Chief Information Officer since April 1997. Previously, he
served as Chief Technology Officer for the Company's Financial Services Group
for more than five years.
Mr. Mazzilli, elected February 2000, serves as Executive Vice President and
Chief Financial Officer. Prior to his election he served as Executive Vice
President and Chief Financial Officer of Nova Corporation which provides
transaction processing and related software application products to small
merchants. From 1992 through June 1999, he served as Corporate Vice President,
Treasurer and Controller of Equifax.
Mr. Phinney, elected October 1997, serves as Executive Vice President and Group
Executive - Latin America. Prior to this election, Mr. Phinney served as Vice
President and Area Manager, Latin America, since 1994. Before that, he served as
Vice President of Finance and Planning for the Insurance Services Group since
1991.
Mr. Towe, elected July 1999, serves as Executive Vice President and Group
Executive - Payment Services. Prior to his election Mr. Towe served as Senior
Vice President and General Manager, Equifax Card Solutions, International since
May 1997. Before that, since May 1996, he served as President, FBS Software
which the Company acquired in July 1994. Before that he was Executive Vice
President and head of sales and marketing of FBS Software.
Mr. Chandler, elected in October 1995, serves as Corporate Vice President and
Chief Administrative Officer of the Company. Prior to this election, Mr.
Chandler served as Vice President-Compensation and Benefits Administration upon
joining the Company in 1991.
Ms. Gaston, elected April 1998, serves as Corporate Vice President, Human
Resources and Community Relations for the Company. Prior to this election, Ms.
Gaston served as Senior Vice President of Human
-7-
Resources Services, Communications and Administration since September 1995 for
the Company's Financial Services Group. Before that, she served as an Assistant
Vice President and then Vice President of Human Resources since 1992.
Mr. Richards, elected in October 1996, serves as Corporate Vice President and
General Counsel of the Company. Prior to this election, Mr. Richards served as
Senior Vice President and Group Counsel of the Company's Financial Services
Group since 1993.
Mr. Vollkommer, elected in December 1999, serves as Corporate Vice President and
Controller of the Company. Prior to joining the Company, Mr. Vollkommer served
as Vice President-Finance for Superior TeleCom Inc., from 1998 until 1999. From
1994-1998, he held executive officer positions with Alumax Inc., a producer of
primary aluminum and aluminum fabricated products.
Ms. Zakas, elected in October 1995, serves as Corporate Vice President,
Corporate Secretary and Director of Investor Relations of the Company. Prior to
this election, Ms. Zakas served as Corporate Vice President and Treasurer for
the period January 1996 through October 1996 and as Corporate Vice
President-Investor Relations for the period October 1995 through January 1996.
Prior to that, she served as Vice President and Director of Investor Relations
of the Company since September 1993.
Mr. Schirk, elected in June 1999, serves as Vice President and Treasurer of the
Company. Prior to his election, Mr. Schirk served as Vice President and
Assistant Treasurer - Treasury Services since January 1996. Before that, he
served as Assistant Vice President and Senior Financial Analyst - Capital
Finance Group since joining the Company in 1992.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
- ------- -----------------------------------------------------------------
MATTERS
-------
The Company's common stock is listed and traded on the New York Stock Exchange,
which is the principal market on which the stock is traded.
DIVIDENDS PER SHARE
- ----------------------------------------------------------------------------------------------------------------------
Quarter 1993 1994 1995 1996 1997 1998 1999
- ----------------------------------------------------------------------------------------------------------------------
First $0.070 $0.070 $0.078 $0.083 $0.083 $0.088 $0.090
Second 0.070 0.078 0.078 0.083 0.088 0.088 0.090
Third 0.070 0.078 0.078 0.083 0.088 0.088 0.090
Fourth 0.070 0.078 0.083 0.083 0.088 0.090 0.093
- ----------------------------------------------------------------------------------------------------------------------
Annual $0.280 $0.303 $0.315 $0.330 $0.345 $0.353 $0.363
- ----------------------------------------------------------------------------------------------------------------------
-8-
STOCK PRICES
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(In Dollars) 1995 1996 1997 1998 1999
- ---------------------------------------------------------------------------------------------------------------------------
High Low High Low High Low High Low High Low
First Quarter 15.219 11.297 20.141 15.891 30.094 23.938 37.625 31.750 39.875 31.375
Second Quarter 15.656 13.703 24.844 17.563 33.281 23.719 40.688 33.938 38.438 33.250
Third Quarter 18.844 14.594 24.500 21.594 33.000 27.750 44.125 29.750 36.938 26.750
Fourth Quarter 19.469 16.109 30.875 23.719 36.438 28.625 45.000 31.438 28.313 20.125
- ---------------------------------------------------------------------------------------------------------------------------
Year 19.469 11.297 30.875 15.891 36.438 23.719 45.000 29.750 39.875 20.125
As of February 25, 2000, there were approximately 11,625 holders of record of
the Company's common stock.
ITEM 6. SELECTED FINANCIAL DATA
- ------- -----------------------
Reference is made to Exhibit 13.1, included in Part IV, Item 14 of this report,
which is incorporated by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- ------- -----------------------------------------------------------------------
OF OPERATIONS
-------------
Reference is made to Exhibit 13.2, included in Part IV, Item 14 of this report,
which is incorporated by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
- -------- ---------------------------------------------------------
The Company does not have material market risk exposure from market risk
sensitive instruments.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ------- -------------------------------------------
Reference is made to Exhibit 13.3, included in Part IV, Item 14 of this report,
which is incorporated by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------- ---------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
None.
-9-
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- -------- --------------------------------------------------
The Company's Proxy Statement for the Annual Meeting of Shareholders to be held
on April 27, 2000, contains, on pages 2 through 6 thereof, information relating
to the Company's Directors and persons nominated to become Directors, which is
incorporated by reference. Information relating to the Executive Officers at the
Company is included in Item 1 of this Report.
ITEM 11. EXECUTIVE COMPENSATION
- -------- ----------------------
The Company's Proxy Statement for the Annual Meeting of Shareholders to be held
on April 27, 2000, contains, on pages 10 through 16, 18 and 19 thereof,
information relating to Executive Officer compensation, which is incorporated by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- -------- --------------------------------------------------------------
The Company's Proxy Statement for the Annual Meeting of Shareholders to be held
on April 27, 2000, contains on page 9 thereof, information relating to security
ownership of certain beneficial owners and management, which is incorporated by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------- ----------------------------------------------
The Company's Proxy Statement for the Annual Meeting of Shareholders to be held
on April 27, 2000, contains, on page 10 thereof, information relating to certain
relationships and related transactions, which is incorporated by reference.
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
- -------- ---------------------------------------------------------------
(A) The following documents are filed as part of this report:
(1) FINANCIAL STATEMENTS
o Consolidated Balance Sheets - December 31, 1999 and 1998
o Consolidated Statements of Income for the Years Ended December 31,
1999, 1998 and 1997
-10-
o Consolidated Statements of Shareholders' Equity for the Years Ended
December 31, 1999, 1998 and 1997
o Consolidated Statements of Cash Flows for the Years Ended December
31, 1999, 1998 and 1997
o Notes to Consolidated Financial Statements
(2) FINANCIAL STATEMENT SCHEDULES
All schedules have been omitted because they are not applicable or
the required information is included in the consolidated financial
statements or notes to these statements.
(3) EXHIBITS
A list of exhibits included as part of this Annual Report is set
forth in the Exhibit Index appearing elsewhere in this Report and
is incorporated by reference.
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the fourth quarter
of the year ended December 31, 1999.
-11-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned duly authorized officer.
EQUIFAX INC.
Date March 29, 2000 By /s/Marietta Edmunds Zakas
-- -------------------------
Marietta Edmunds Zakas,
Corporate Vice President, Corporate
Secretary and Director of Investor Relations
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Date March 29, 2000 /s/Thomas F. Chapman
-- --------------------
Thomas F. Chapman, Chairman of the Board
and Chief Executive Officer
Date March 29, 2000 /s/Lee A. Kennedy
-- -----------------
Lee A. Kennedy, President and
Chief Operating Officer
Date March 29, 2000 /s/Philip J. Mazzilli
-- ---------------------
Philip J. Mazzilli, Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
Date March 29, 2000 /s/Michael T. Vollkommer
-- ------------------------
Michael T. Vollkommer, Corporate Vice
President and Controller
(Principal Accounting Officer)
-12-
Date March 29, 2000 /s/Lee A. Ault
-- --------------
Lee A. Ault, III, Director
Date March 29, 2000 /s/John L. Clendenin
-- --------------------
John L. Clendenin, Director
Date March 15, 2000 /s/A. W. Dahlberg
-- -----------------
A. W. Dahlberg, Director
Date March 20, 2000 /s/Robert P. Forrestal
-- ----------------------
Robert P. Forrestal, Director
Date March 29, 2000 /s/L. Phillip Humann
-- --------------------
L. Phillip Humann, Director
Date March 15, 2000 /s/Larry L. Prince
-- ------------------
Larry L. Prince, Director
Date March 29, 2000 /s/D. Raymond Riddle
-- --------------------
D. Raymond Riddle, Director
Date March 29, 2000 /s/Betty L. Siegel
-- ------------------
Dr. Betty L. Siegel, Director
Date March 29, 2000 /s/Louis W. Sullivan
-- --------------------
Dr. Louis W. Sullivan, Director
Date March 17, 2000 /s/Jacquelyn M. Ward
-- --------------------
Jacquelyn M. Ward, Director
-13-
INDEX TO EXHIBITS
EXHIBIT
NUMBER
- -------
Plan of Acquisition, Reorganization, Arrangement, Liquidation or
----------------------------------------------------------------
Succession
----------
2.1 Distribution Agreement, Plan of Reorganization and Distribution
(24 pages) (7)
Articles of Incorporation and Bylaws
------------------------------------
3.1 . Amended and Restated Articles of Incorporation (3 pages) (5)
3.2 . Bylaws (23 pages)
Instruments Defining the Rights of Security Holders, Including
--------------------------------------------------------------
Indentures
----------
4.1 . Loan Agreement (151 pages)(9)
4.2 . Portion of Prospectus and Trust Indenture (134 pages) (1)
4.3 . Rights Agreement, dated October 25, 1995, between Equifax Inc. and
SunTrust Bank, Atlanta with Form of Right Certificate attached as
Exhibit "A" (54 pages) (3)
4.4 . Indenture Relating to Debt Securities (98 pages) (11)
Material Contracts and Compensation Plans
-----------------------------------------
10.1 . Equifax Inc. 1988 Performance Share Plan for Officers, as amended
(13 pages) (9)(12)
10.2 . Equifax Inc. Executive Incentive Plan (6 pages) (9)(11)
10.3 . Deferred Compensation Plan (22 pages) (4)(12)
10.4 . Change in Control Agreement (11 pages) (9)(12)
10.5 . Equifax Inc. Omnibus Stock Incentive Plan, as amended (17 pages)
(9)(11)
10.6 . Form of 1999 Incentive and Non-Qualified Stock Option Agreements
(10 pages) (11)(12)
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10.7 . Form of 1999 Restricted Stock Award Agreement (3 pages) (11)(12)
10.8 . Form of 1998 Incentive and Non-Qualified Stock Option Agreements
(8 pages) (6)(12)
10.9 . Form of 1998 Restricted Stock Award Agreement (3 pages) (6)(12)
10.10 . Form of 1996 Incentive and Non-Qualified Stock Option Agreements
(8 pages) (2)(12)
10.11 . Form of 1996 Non-Qualified Stock Option Agreement (4 pages) (2)(12)
10.12 . Form of 1996 Restricted Stock Award Agreement (3 pages) (2)(12)
10.13 . Form of 1995 Incentive and Non-Qualified Stock Option Agreements
(8 pages) (2)(12)
10.14 . Form of 1995 Restricted Stock Award Agreement (4 pages) (2)(12)
10.15 . Equifax Inc. Non-Employee Director Stock Option Plan and Agreement
(10 pages)(11)(12)
10.16 . Equifax Inc. Supplemental Executive Retirement Plan (24 pages)
(2)(12)
10.17 . Equifax Inc. Supplemental Executive Retirement Plan Amendment
(2 pages)(6)(12)
10.18 . Agreement For Computerized Credit Reporting Services (205 pages)
10.19 . Amendments to Agreement for Computerized Credit Reporting Services
and related documents (66 pages) (6)
10.20 . Amendment to Agreement for Computerized Credit Reporting Services
(8 pages) (1)
10.21 . Amendment to Agreement for Computerized Credit Reporting Services
(9 pages)
10.22 . Amendment to Agreement for Computerized Credit Reporting Services
(14 pages) (2)
10.23 . Computer and network operations agreement (redacted version) (74
pages) (10)
10.24 . Lease Agreement (69 pages)
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10.25 . Lease Agreement (76 pages) (11)
10.26 . Transaction Document #1 ( 7 pages) (13)
10.27 . Master Agreement (62 pages) (13)
10.28 . Human Resources Business Process and Support Services Agreement
with First Amendment and schedule of omitted exhibits (72 pages)
10.29 . Finance & Accounting Business Process and Support Services
Agreement, with First amendment and schedule of omitted exhibits
(71 pages)
10.30 . Compensation of Directors - The Company's bylaws, which are filed
as an exhibit to this Form 10-K Annual Report, describe on page 7
and 8, under Article Two, "Compensation of Directors," the fees
paid to Directors of the Company. This information is incorporated
by reference.
Annual Report to Security Holders
---------------------------------
13.1 . Summary of Selected Financial Data (2 pages)
13.2 . Management's Discussion and Analysis of Financial Condition and
Results of Operations (11 pages)
13.3 . Financial Statements and Supplementary Data (29 pages)
21 Subsidiaries of the Registrant (4 pages)
------------------------------
23 Consent of Independent Public Accountants to incorporation
-----------------------------------------------------------
by reference (1 page)
------------
27 Financial Data Schedule (for SEC use only)
-----------------------
(1)Previously filed as pages 8 through 16 and Exhibit 4.1 on Amendment No. 1 to
Form S-3, Registration Statement No. 33-62820, filed June 17, 1993, and
incorporated by reference.
(2)Previously filed as an exhibit on Form 10-K, filed March 30, 1995, and
incorporated by reference.
(3)Previously filed as exhibits on Form 8-A, filed November 2, 1995, and
incorporated by reference.
(4)Previously filed as an exhibit on Form 10-K, filed April 1, 1996, as amended
on Form 10-K/A, filed April 4, 1996, and incorporated by reference.
(5)Previously filed as an exhibit on Schedule 14A, filed, March 26, 1996, and
incorporated by reference.
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(6)Previously filed as an exhibit on Form 10-K, filed March 31, 1997, and
incorporated by reference.
(7)Previously filed as an exhibit to Pre-effective Amendment No. 1 to
Registration Statement on Form S-1, Registration No. 333-30297, filed July 16,
1997, and incorporated by reference.
(8)Previously filed as pages 1 through 22 to the Company's Registration
Statement on Form
S-3, Registration No. 333-47599, filed March 9, 1998, and incorporated by
reference.
(9)Previously filed as an exhibit on Form 10-K, filed March 31, 1998, and
incorporated by reference.
(10)Previously filed as an exhibit on Form 10-Q, filed November 16, 1998, and
incorporated by reference.
(11)Previously filed as an exhibit on Form 10-K, filed March 31, 1999, and
incorporated by reference.
(12)Management Contract or Compensatory Plan
(13) Document omits information pursuant to a Request for Confidential Treatment
under Rule 406 of the Securities Act of 1933
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