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 12-31-98 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.
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(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.)
1600 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) 885-800
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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
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Securities registered pursuant to Section 12(g) of the Act:
None
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(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 MARCH 18, 1999: $4,950,646,535.
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 March 18, 1999
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COMMON STOCK, $1.25 PAR VALUE 145,050,496
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DOCUMENTS INCORPORATED BY REFERENCE
THE PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 6,
1999, 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,
1998 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 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, public relations, tax and similar 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. The
specific products and services presently offered by the Company are described
below under the respective Company segment headings.
Since January 1993, the Company has had an open market share repurchase program.
During 1998, the Company repurchased 4,555,000 shares at a cost of $161.8
million.
In March 1998, the Company acquired CCI Group Plc., one of the United Kingdom's
leading risk and credit management organizations.
In April 1998, the Company entered into a joint venture with Sears Financial
Services Ltd. (SearsCard) of the United Kingdom, to provide cardholder and
merchant processing operations. The Company owns fifty-one percent in this new
venture. In March 1999 Groupe Cofinoga and Banque Nationale de Paris acquired
the interest of SearsCard in this venture.
Also in April 1998, the Company increased its ownership to 51% in DICOM
Centroamerica of El Salvador, a company offering credit information services and
increased its ownership to 51% in Infocorp S.A., Peru's largest provider of
consumer and commercial credit information.
In May 1998, the Company increased its ownership in ASNEF-Equifax, of Spain, to
58%.
In June and July 1998, the Company issued $400 million aggregate principal
amount of senior unsecured notes.
-1-
Also in June 1998, the Company entered into an alliance with IBM to provide
digital certificate services to the electronic commerce marketplace.
In July 1998, the Company acquired the consumer and commercial credit
information businesses of the Credit Bureau of Vancouver.
Also in July 1998, the Company acquired The Decisioneering Group, Inc., now
known as Equifax Knowledge Engineering, Inc., a knowledge engineering and
strategic consulting solutions company located in Phoenix, Arizona.
Also in July 1998, the Company extended its technology outsourcing agreement for
its Atlanta data center operations with IBM to run until 2008.
In August 1998, the Company acquired 80% ownership in SCI (Seguranca ao Credito
e Informacoes), the leading commercial financial information company and a major
supplier of consumer information in Brazil.
In September 1998, the Company acquired 51% ownership in Partech S.A. E.B.B.A.,
a Brazilian holding company, giving the Company 59% interest in Partech's
subsidiary, UNNISA (Unnisa - Solucoes em Meios de Pagamento Ltda.), a full
service bankcard and private label card processing company and 34% interest in
Partech's subsidiary, PROCEDA (Proceda Tecnologia e Informatica S.A.), an
information technology company.
The Company also acquired fourteen U.S. consumer reporting affiliates during
1998.
Reference is made to acquisitions and investments in unconsolidated affiliates
reported in Note 4 and industry segment information reported in Note 12 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
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This segment includes Equifax Credit Information Services, Inc. and its wholly-
owned subsidiaries Credit Northwest Corporation; Market Knowledge, Incorporated;
Equifax-Rochester, Inc.; Acrofax Inc.; Equifax Canada Inc. and its wholly-owned
subsidiaries Equifax Canada (AFX) Inc. and Telecredit Canada, 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 and
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government. Informational services for consumer credit and commercial reporting
purposes in the U.S. and Canada accounted for 38% of the Company's 1998 total
revenue, as compared with 40% in 1997 and 41% in 1996. Risk management services
in the U.S. and Canada accounted for 9% of the Company's 1998 total revenue, as
compared with 10% in 1997 and 10% in 1996.
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, locate services, fraud
detection and prevention services, mortgage information and outsourcing of
collection services. In Canada, these services also include commercial credit
information and check authorization services. Distribution of information to
customers is made primarily through electronic data interfaces.
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.
Payment Services Segment
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This segment includes Equifax Payment Services, Inc. and its wholly-owned
subsidiaries 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 India Private Ltd.; 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 Private Ltd.; Transax France plc.; Partech
S.A. (51%); Unnisa Solucoes en Meios de Pagamento Ltda. (59%); Proceda
Tecnologia e Informatica S.A. (34%); 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, credit marketing services, risk management services, merchant
processing, and collection services. In 1998, Card Solutions had operations in
the U.S. and Brazil, and a joint venture in India. This class of service
accounted for 22% of the Company's 1998 total operating revenue, as compared
with 21% in 1997 and 16% in 1996. Check Solutions in the U.S. supports customers
with check risk management services including check guarantee and authorization
services, data file exchanges, risk management consulting, check collections,
and database marketing. Check Solutions in the U.S. accounted for 10% of the
Company's 1998 total operating revenue, as compared with 11% in 1997 and 12% in
1996.
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Card Solutions customers include banks, credit unions and savings institutions.
Card software product customers are diverse and include some of the world's
largest financial institutions. Check Solutions customers include national and
regional retail chains, hotels and motels, automobile dealers and rental car
companies and other retailers.
Companies in this segment are leading providers of their products and services
in the United States, although competition is considerable.
Business in this segment is seasonal to some extent. The volume of check payment
services and credit and debit card processing is highest during the holiday
shopping season and during other periods of increased consumer spending.
Equifax Europe Segment
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This segment includes Equifax Plc; Equifax Europe Ltd., UAPT-Infolink plc; The
Infocheck Group Ltd.; Transax plc.; 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 Company Ltd., and ASNEF-Equifax
Servicios de Information de Credito, S.L. (58% owned).
The Company's principal class of service is providing consumer and commercial
information and consumer marketing lists in the United Kingdom.
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, check guarantee 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, 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, Ireland,
France, Australia and New Zealand.
Beginning in the first quarter of 1999, the Company's check guarantee services
operations in the United Kingdom, Ireland, France, Australia and New Zealand
have been placed under management of Payment Services.
-4-
Latin America Segment
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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); Infocorp S.A. (51%); Dicom CentroAmerica (51%); and
Covidata, S.A. (50%).
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, Colombia, El
Salvador, and Mexico.
Other Segment
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This segment includes High Integrity Systems, Inc. and health information
services, which was divested in the fourth quarter of 1996.
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. The Company is no longer in the lottery
business.
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 14,000 employees, as of December 31, 1998.
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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 two office buildings, one of which is located in
Wexford, Ireland and one in Salisbury, England. The Company owns approximately
46 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 270 leases and
other rental arrangements for its headquarters and field locations. The
Company's operating leases involve principally office space.
In the fourth quarter of 1997, the Company announced its intention to relocate
to a new headquarters building to be constructed in Atlanta, Georgia. The
Company will occupy the entire building which will be leased through a
"synthetic lease" with financing provided by SunTrust Bank, Atlanta.
Construction began in spring 1998 with completion scheduled for fall 1999. The
Company plans to relocate in the fall of 1999 during the 100th anniversary of
its founding. The Company will continue to lease a portion of its current
headquarters building after relocation which will be occupied by field staff
relocated from various other locations.
ITEM 3. LEGAL PROCEEDINGS
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Reference is made to Note 10 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.
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EXECUTIVE OFFICERS OF THE REGISTRANT
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The Company's executive officers, as of March 20, 1999, are listed below, with
certain information relating to each of them:
Executive
Name and Position Officer
With Company Age Since
----------------- --- ---------
Thomas F. Chapman, President and Chief Executive Officer* 55 1991
James J. Allhusen, Executive Vice President & Group Executive - 50 1998
North American Information Services
Lee A. Kennedy, Executive Vice President & Group Executive - 48 1997
Payment Services
William R. Phinney, Executive Vice President & Group Executive - 60 1997
Latin America
C. Richard Crutchfield, Executive Vice President, Group Executive - 51 1997
Europe, and Chief Technology Officer
John T. Chandler, Corporate Vice President & Chief Administrative 51 1995
Officer
Karen H. Gaston, Corporate Vice President, Human Resources 46 1997
& Community Affairs
Philip J. Mazzilli, Corporate Vice President, Treasurer & 58 1995
Controller
David A. Post, Corporate Vice President & Chief Financial Officer 46 1996
Bruce S. Richards, Corporate Vice President & General Counsel 44 1996
Marietta Edmunds Zakas, Corporate Vice President, Communications, 40 1995
Investor Relations and Secretary
*Also serves as a Director
-7-
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 January 1998, serves as President and Chief Executive
Officer of the Company. Prior to this election, Mr. Chapman 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. Allhusen, elected in January 1998, serves as Executive Vice President and
Group Executive - North American Information Services. Prior to this election,
Mr. Allhusen served as Executive Vice President of Advanta Corporation, a
bankcard issuer, since 1995. Before that, he served as Group General Manager
with Standard Chartered Bank in Asia from 1990 until 1995.
Mr. Kennedy, elected in October 1997, serves as Executive Vice President and
Group Executive - Payment Services. Prior to this election, Mr. Kennedy 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. Crutchfield, elected in October 1997, serves as Executive Vice President,
Chief Technology Officer and Group Executive - Europe. Prior to this election,
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. 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. 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.
Mr. Mazzilli, elected in October 1995, serves as Corporate Vice President,
Treasurer and Controller of the Company. Prior to this election, Mr. Mazzilli
served as Corporate Vice President and Controller since October 1995. Before
that, he served as Vice President and Controller of the Company since 1992.
-8-
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 Resources Services,
Communications and Administration of the Company's Financial Services Group
since September 1995. Before that, she served as an Assistant Vice President and
then Vice President of Human Resources since 1992.
Mr. Post, elected in October 1996, serves as Corporate Vice President and Chief
Financial Officer of the Company. Prior to this election, Mr. Post served as
Senior Vice President and Group Chief Financial Officer of the Company's
Financial Services Group since joining the Company in January 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 1991.
Ms. Zakas, elected in October 1995, serves as Corporate Vice President,
Communications, Investor Relations and Secretary 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. Prior to that, she served at Holiday Inn
Worldwide as Director-Strategic Planning and Analysis from 1992-1993 and as
Director-Project Finance from 1991-1992. Before that, she was a Vice President
in the Capital Market Services Group of Morgan Stanley and Co.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
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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
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Quarter 1992 1993 1994 1995 1996 1997 1998
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First $ 0.065 $ 0.070 $ 0.070 $ 0.078 $ 0.083 $ 0.083 $ 0.088
Second 0.065 0.070 0.078 0.078 0.083 0.088 0.088
Third 0.065 0.070 0.078 0.078 0.083 0.088 0.088
Fourth 0.065 0.070 0.078 0.083 0.083 0.088 0.090
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Annual $ 0.260 $ 0.280 $ 0.303 $ 0.315 $ 0.330 $ 0.345 $ 0.353
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-9-
STOCK PRICES
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(In Dollars) 1994 1995 1996 1997 1998
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High Low High Low High Low High Low High Low
First Quarter 12.250 9.797 15.219 11.297 20.141 15.891 30.094 23.938 37.625 31.750
Second Quarter 13.594 10.344 15.656 13.703 24.844 17.563 33.281 23.719 40.688 33.938
Third Quarter 13.531 11.969 18.844 14.594 24.500 21.594 33.000 27.750 44.125 29.750
Fourth Quarter 13.813 10.734 19.469 16.109 30.875 23.719 36.438 28.625 45.000 31.438
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Year 13.813 9.797 19.469 11.297 30.875 15.891 36.438 23.719 45.000 29.750
As of March 18, 1999, there were approximately 11,815 holders of record of the
Company's common stock.
In July 1998, the Company, relying on Section 4(2) of the Securities Act of
1933, issued 164,383 shares of unregistered common stock, as partial
consideration for the purchase of the Decisioneering Group, Inc.
ITEM 6. SELECTED FINANCIAL DATA
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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 OPERATION
------------
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
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Reference is made to Exhibit 13.3, included in Part IV, Item 14 of this report,
which is incorporated by reference.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------- ---------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
None.
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 May 6, 1999, 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.
ITEM 11. EXECUTIVE COMPENSATION
- -------- ----------------------
The Company's Proxy Statement for the Annual Meeting of Shareholders to be held
on May 6, 1999, contains, on pages 13 through 18 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 May 6, 1999, contains on page 8 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 May 6, 1999, contains, on pages 9 and 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:
-11-
(1) FINANCIAL STATEMENTS
. Consolidated Balance Sheets - December 31, 1998 and 1997
. Consolidated Statements of Income for the Years Ended December
31, 1998, 1997 and 1996
. Consolidated Statements of Shareholders' Equity for the Years
Ended December 31, 1998, 1997 and 1996
. Consolidated Statements of Cash Flows for the Years Ended
December 31, 1998, 1997 and 1996
. 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.
Copies of the Company's Form 10-K which are furnished in response to the written
request of the Company's shareholders do not include the exhibits described
above and listed in the Exhibit Index below. Any shareholder desiring copies of
one or more such exhibits should write the Secretary of the Company at P.O. Box
4081, Atlanta, Georgia 30302, specifying the exhibit or exhibits and enclosing
a check for the amount resulting from multiplying $.50 times the number of pages
(as indicated in the Exhibit Index below) of the exhibit(s) requested.
(b) Reports on Form 8-K
The Company filed one report on Form 8-K/A dated December 29, 1998 during the
fourth quarter of the year ended December 31, 1998 to update a report on Form 8-
K dated September 4, 1998 announcing the Company's purchase of eighty percent of
the capital stock of Seguranca ao Credito e Informacoes (SCI), a Brazilian
commercial and consumer information company.
-12-
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 30, 1999 By /s/Marietta Edmunds Zakas
---------------------------------------
Marietta Edmunds Zakas,
Corporate Vice President,
Communications, Investor Relations
and Secretary
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 30, 1999 /s/C. B. Rogers, Jr.
-----------------------------------------
C. B. Rogers, Jr., Chairman of the Board
Date March 30, 1999 /s/Thomas F. Chapman
-----------------------------------------
Thomas F. Chapman, President and
Chief Executive Officer
Date March 30, 1999 /s/David A. Post
------------------------------------------
David A. Post, Corporate Vice President
and Chief Financial Officer
(Principal Financial Officer)
Date March 30, 1999 /s/Philip J. Mazzilli
------------------------------------------
Philip J. Mazzilli, Corporate Vice
President, Treasurer and Controller
(Principal Accounting Officer)
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Date March 30, 1999 /s/Lee A. Ault
------------------------------------------
Lee A. Ault, III, Director
Date March 30, 1999 /s/John L. Clendenin
------------------------------------------
John L. Clendenin, Director
Date March 30, 1999 /s/A. W. Dahlberg
------------------------------------------
A. W. Dahlberg, Director
Date March 30, 1999 /s/Robert P. Forrestal
------------------------------------------
Robert P. Forrestal, Director
Date March 30, 1999 /s/L. Phillip Humann
------------------------------------------
L. Phillip Humann, Director
Date March 30, 1999 /s/Larry L. Prince
------------------------------------------
Larry L. Prince, Director
Date March 30, 1999 /s/D. Raymond Riddle
------------------------------------------
D. Raymond Riddle, Director
Date March 30, 1999 /s/Betty L. Siegel
------------------------------------------
Dr. Betty L. Siegel, Director
Date March 30, 1999 /s/Louis W. Sullivan
------------------------------------------
Dr. Louis W. Sullivan, Director
Date March 30, 1999 /s/Jacquelyn M. Ward
------------------------------------------
Jacquelyn M. Ward, Director
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INDEX TO EXHIBITS
EXHIBIT
NUMBER
- ------
Plan of Acquisition, Reorganization, Arrangement, Liquidation or
----------------------------------------------------------------
Succession
----------
2.1 Distribution Agreement, Plan of Reorganization and Distribution (24
pages) /(8)/
Articles of Incorporation and Bylaws
------------------------------------
3.1 . Amended and Restated Articles of Incorporation (3 pages)
/(6)/
3.2 . Bylaws (23 pages)/(7)/
Instruments Defining the Rights of Security Holders, Including
--------------------------------------------------------------
Indentures
----------
4.1 . Loan Agreement (151 pages)/(10)/
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) /(4)/
4.4 . Indenture Relating to Debt Securities (98 pages)
Material Contracts and Compensation Plans
-----------------------------------------
10.1 . Equifax Inc. 1988 Performance Share Plan for Officers, as
amended (13 pages) /(10)//(12)/
10.2 . Equifax Inc. 1998 Executive Incentive Plan (6 pages)
/(10)//(12)/
10.3 . Deferred Compensation Plan (22 pages) /(5)/ /(12)/
10.4 . Change in Control Agreement (11 pages) /(10)//(12)/
10.5 . Consulting Agreement, dated January 1, 1996 (6 pages) /(5)/
/(12)/
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10.6 . Equifax Inc. Omnibus Stock Incentive Plan, as amended (17
pages) (10)(12)
10.7 . Form of 1998 Incentive and Non-Qualified Stock Option
Agreements (10 pages) (12)
10.8 . Form of 1998 Restricted Stock Award Agreement (3 pages) (12)
10.9 . Form of 1996 Incentive and Non-Qualified Stock Option
Agreements (8 pages) (7) (12)
10.10 . Form of 1996 Restricted Stock Award Agreement (3 pages)
(7)(12)
10.11 . Form of 1995 Incentive and Non-Qualified Stock Option
Agreements (8 pages) (3) (12)
10.12 . Form of 1995 Non-Qualified Stock Option Agreement (4 pages)
(3) (12)
10.13 . Form of 1995 Restricted Stock Award Agreement (3 pages) (3)
(12)
10.14 . Form of 1994 Incentive and Non-Qualified Stock Option
Agreements (8 pages) (2) (12)
10.15 . Form of 1994 Restricted Stock Award Agreement (4 pages) (2)
(12)
10.16 . Equifax Inc. Non-Employee Director Stock Option Plan and
Agreement (10 pages)(12)
10.17 . Equifax Inc. Supplemental Executive Retirement Plan (24
pages) (3) (12)
10.18 . Equifax Inc. Supplemental Executive Retirement Plan
Amendments (26 pages) (2) (12)
10.19 . Equifax Inc. Supplemental Executive Retirement Plan
Amendment (2 pages)(7) (12)
10.20 . Agreement For Computerized Credit Reporting Services (204
pages) (2)
10.21 . Amendments to Agreement for Computerized Credit Reporting
Services and related documents (66 pages) (7)
10.22 . Amendment to Agreement for Computerized Credit Reporting
Services (8 pages) (1)
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10.23 . Amendment to Agreement for Computerized Credit Reporting
Services (9 pages) /(2)/
10.24 . Amendment to Agreement for Computerized Credit Reporting
Services (14 pages) /(3)/
10.25 . Computer and network operations agreement (redacted version)
(74 pages) /(11)/
10.26 . Purchase and Lease Agreement (109 pages) /(2)/
10.27 . Headquarters Facility Lease (77 pages) /(2)/
10.28 . Lease Agreement (71 pages) /(2)/
10.29 . Lease Agreement (76 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, 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 (1 page)
13.2 . Management's Discussion and Analysis of Financial Condition
and Results of Operation (11 pages)
13.3 . Financial Statements and Supplementary Data (18 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 31, 1994, as
amended on Form 10-K/A, filed October 14, 1994, and incorporated by reference.
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/(3)/Previously filed as an exhibit on Form 10-K, filed March 30, 1995, and
incorporated by reference.
/(4)/Previously filed as exhibits on Form 8-A, filed November 2, 1995, and
incorporated by reference.
/(5)/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.
/(6)/Previously filed as an exhibit on Schedule 14A, filed, March 26, 1996, and
incorporated by reference.
/(7)/Previously filed as an exhibit on Form 10-K, filed March 31, 1997, and
incorporated by reference.
/(8)/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.
/(9)/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.
/(10)/Previously filed as exhibit on Form 10-K, filed March 31, 1998, and
incorporated by reference.
/(11)/Previously filed as an exhibit on Form 10-Q, filed November 16, 1998, and
incorporated by reference.
/(12)/Management Contract or Compensatory Plan
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