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 12-31-96
------------------------------------------------------
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
---------------------------------------------------------
EQUIFAX INC.
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
GEORGIA 58-0401110
- --------------------------------------- ---------------------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1600 Peachtree St., N.W., Atlanta, GA 30309
- ---------------------------------------- ---------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (404) 885-8000
-----------------------------
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS 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. [_]
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 25, 1997: $4,221,054,675.
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 25, 1997
----- -----------------------------
COMMON STOCK, $1.25 PAR VALUE 151,950,736
- ---------------------------------------- ---------------------------------------
DOCUMENTS INCORPORATED BY REFERENCE
THE PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL
30, 1997, IS INCORPORATED BY REFERENCE, TO THE EXTENT INDICATED UNDER ITEMS 10,
11, 12, AND 13, INTO PART III OF THIS FORM 10-K.
PART I
ITEM 1. BUSINESS
- ------- --------
Equifax Inc. is a holding company which conducts its actual business operations
through the use of 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. continues to supply
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 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." 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 stock repurchase program.
During 1996, the Company repurchased 4,614,000 shares at a cost of $105,550,000.
Reference is made to acquisitions and investments in unconsolidated affiliates
reported in Note 2 of the Notes to Consolidated Financial Statements, included
as Exhibit 13.3 in Part IV, Item 14 of this report, which is hereby incorporated
by reference. During the fourth quarter of 1996, the Company divested its
healthcare information business operations.
In October 1996, the Company announced international expansion developments
including activity in India, Thailand and Mexico, as well as agreements to
provide services in Asia, the Pacific Rim, Hungary and Hong Kong.
In December 1996, the Company announced its intention to divest its Insurance
Services Group through the issuance of a special stock dividend to its
shareholders. Distribution of this dividend is contingent upon, among other
things, the receipt of a ruling by the Internal Revenue Service that such
distribution constitutes a tax-free dividend to shareholders. Assuming a
favorable response is received, this spinoff is anticipated to occur in mid-year
1997.
Reference is made to industry segment information reported in Note 12 of the
Notes to Consolidated Financial Statements, included in Part II, Item 8 of this
report, which is hereby incorporated by reference.
A description of the Company's products or services by industry segment follows:
Credit Services Segment
- -----------------------
This segment includes Equifax Credit Information Services, Inc. and its wholly-
owned subsidiaries Credit Northwest Corporation; Equifax Marketing Decision
Systems, Inc.; Market Knowledge, Incorporated; and Rochester Credit Center.
-1-
The Company's principal class of service for this segment is informational
services for consumer credit report purposes. Customers include retailers,
banks, financial institutions, utilities, telecommunications companies,
petroleum companies, travel and entertainment card companies, auto finance and
leasing firms, automobile dealers and rental companies, hotels and motels,
educational institutions and mortgage lenders. In 1996, this class of service
accounted for 18.6% of the Company's total operating revenue, as compared with
19.0% in 1995, and 20.9% in 1994.
Companies in this segment primarily furnish consumer credit reporting services,
but also provide decision support and credit management services designed to
meet specific customer needs. This includes consumer credit reporting
information, credit card marketing services, risk management, collection
services, locate services, fraud detection and prevention services and mortgage
loan origination information. Other services include PC-based marketing
systems, psychographic and geo-demographic modeling systems, mapping tools,
strategic consulting to database marketing and management systems and computer
modeling and analytical services, both domestically and internationally.
Distribution of information to customers is made primarily through electronic
data interfaces.
The Company's consumer credit services operations, including non-owned affiliate
bureaus, compete with two other large automated credit reporting organizations -
Experian Corporation and Trans Union Corporation.
Payment Services Segment
- ------------------------
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.; and Tecnicob, S.A.
The Company's principal class of service for this segment is credit and debit
card services, which includes credit and debit card authorization and
processing, credit card marketing enhancements, and software products for credit
card, merchant and collection processing. In 1996, this class of service
accounted for 10.8% of the Company's total revenue, as compared with 9.0% in
1995 and 8.0% in 1994. Other services provided are check authorization
services, which include on-line warranty or verification of checks written at
the point of sale. Card Services 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 Services customers
include national and regional retail chains, hotels and motels, automobile
dealers and rental car companies and other retail companies.
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 Christmas
shopping season and during other periods of increased consumer spending.
International Operations Segment
- --------------------------------
This segment consists of Acrofax Inc.; Equifax Canada Inc. and its wholly-owned
subsidiaries Equifax Canada (AFX) Inc. and Telecredit Canada, Inc.; Equifax
Europe (U.K.) Ltd.; Equifax Europe Ltd., UAPT-
-2-
Infolink plc; The Infocheck Group Ltd.; Equifax South America, Inc.; Transax
plc.; Equifax India Private Ltd.; and Equifax Mauritius Private Limited. Also
included in this segment are ASNEF-Equifax (49% owned); Organizacion Veraz
(33.3% owned); and DICOM S.A. (50% owned).
The Company's principal class of service for this segment is consumer and
commercial credit reporting outside the United States.
The companies in this segment primarily provide consumer and commercial credit
services, but also provide other financial services. In Canada, financial
services include consumer and business credit reporting information, accounts
receivable and collection and check warranty services. In Europe (primarily the
United Kingdom), consumer and business credit reporting and marketing services,
credit scoring and modeling services, and check warranty and auto lien
information services are provided. In South America, commercial, financial and
medical information are provided in addition to consumer credit services.
Customers include retailers, banks, financial institutions, utilities and
telecommunications companies, petroleum companies, travel and entertainment card
companies, auto finance and leasing firms, automobile dealers and rental
companies, hotels and motels, educational institutions and mortgage lenders.
Equifax Canada Inc. is clearly the market leader in providing consumer and
commercial credit information in Canada. In the United Kingdom, Equifax has the
largest share of the consumer and business credit information market, while
Transax is the check warranty market share leader. ASNEF-Equifax is a leader in
providing credit information services in Spain and Portugal. VERAZ is the
leading information provider in Argentina, while DICOM is the leading provider
in Chile.
Insurance Services Segment
- --------------------------
This segment consists of various business units of Equifax Services Inc.; Osborn
Laboratories, Inc.; Osborn Laboratories (Canada) Inc.; The Kit Factory, Inc.;
Mid-American Technologies, Inc.; Programming Resources Company; and CDB Infotek
(70%).
The Company's principal class of service for this segment is providing
information for insurance underwriting purposes. In 1996, this class of service
accounted for 27.2% of the Company's total operating revenue, as compared with
26.4% in 1995 and 25.9% in 1994.
Equifax Services Inc. provides most major domestic life and health insurance
companies with various informational services for help in determining the
classification of applicants as risks for life and health insurance and for
assistance in settling claims. Services include life and health underwriting
reports, paramedical exams, health measurements, medical history reports,
specimen testing, drug screening collection services, claim investigations and
employment background screenings. The Company also provides similar
informational services to major property and casualty and commercial insurance
companies including motor vehicle records, automated claim information for
automobile and property insurers, and on-line access to public court records and
business filings. Automated property and automobile claim information is also
provided in the United Kingdom to property and casualty insurers. The Company
also provides customized decision support and rule-based risk management
services, including software rating applications for commercial and personal
line insurers and commercial property evaluations. This information is used by
insurance companies in evaluating applicants as risks and as
-3-
an aid in determining the applicable rates. Distribution of information to
customers is primarily made through electronic data interfaces.
Insurance services customers include most major domestic life and health and
property and casualty and commercial insurance companies as well as independent
agents. Public record and employment and background screening services are
offered to all major domestic companies. Major insurers in the United Kingdom
use the automated databases.
The Company currently ranks as the leading provider of risk management
information for insurance companies, while Osborn is the second largest domestic
laboratory of its kind. Many smaller organizations, which focus on a limited
number of services and which, in some cases, are concentrated in small
geographic areas, provide fragmented competition. CDB Infotek is a leading
provider of on-line public record information.
General Information Services Segment
- ------------------------------------
In the fourth quarter of 1996, the Company divested its healthcare information
businesses which included Medical Credentialing Verification Services; Equifax
Healthcare EDI Services, Inc.; Equifax Healthcare Analytical Services, Inc. and
Equifax Healthcare Administrative Services, Inc. Two non-healthcare information
businesses, Equifax Government and Special Systems, Inc. and High Integrity
Systems, Inc. were retained.
The Company's principal class of service for this segment was providing
healthcare information services.
Companies in this segment provided healthcare information services and furnished
a broad range of informational and administrative services which included
electronic claims processing, physician profiling, claims auditing, claim
analysis, administration and utilization management, electronic remittance,
hospital bill audits and medical credentials verification.
Equifax Healthcare Information Services, Inc., Equifax Healthcare Analytical
Services, Inc., Equifax Healthcare EDI Services, Inc., and Equifax Healthcare
Administrative Services, Inc. provided services to health care providers
(hospitals and physicians), managed care organizations, health plan managers,
insurers, purchasers and payers of group health coverage and governmental
agencies.
High Integrity Systems, Inc., which the Company retained, was originally formed
to provide a lottery management system for the California State Lottery.
Reference is made to Note 4 of the Notes to Consolidated Financial Statements,
included in Part II, Item 3 of this report, for a more detailed discussion.
Competition is strong in all of the above areas. Companies offering healthcare
services possess relatively small shares or compete in young and growing
markets. Other than stated above, competition in these areas is difficult to
describe and information concerning such conditions is not material to a general
understanding of the Company's business.
- -------------------------------------------------
The principal methods of competition for the Company are price, scope, speed and
ease of service and reliability of the information furnished.
-4-
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 14,100 employees, as of December 31, 1996.
ITEM 2. PROPERTIES
- ------- ----------
The Company is in a service industry and does not own any mines, extractive
properties or manufacturing plants. Thus, an understanding of the Company's
property holdings is not deemed to be material to an understanding to the
Company's business taken as a whole.
The Company owns a total of three office buildings, one of which is located in
La Habra, California, one in Wexford, Ireland and one in Salisbury, England.
The company also owns two office/laboratory facilities located in Olathe, Kansas
which are utilized by the Company's subsidiary, Osborn Laboratories, Inc. The
Company also 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 394 leases and
other rental arrangements for its headquarters and field locations. The
Company's operating leases involve principally office space and office
equipment. Rental expense relating to these leases was $52,796,000 in 1996,
$46,898,000 in 1995 and $46,534,000 in 1994. In March 1994, the company sold
and leased back under operating leases certain land and buildings. The net
sales price of $55.1 million approximated the net book value of the related
assets.
Future minimum payment obligations for noncancelable operating leases exceeding
one year are as follows as of December 31, 1996:
(In thousands) Amount
- ----------------------------------
1997 $37,546
1998 31,150
1999 24,928
2000 20,242
2001 16,665
Thereafter 107,931
--------
$238,462
========
ITEM 3. LEGAL PROCEEDINGS
- ------- -----------------
Reference is made to Lottery Contract Dispute, Litigation, and Settlement
information reported in Note 4 of the Notes to Consolidated Financial
Statements, included in Part II, Item 8 of this report, which is hereby
incorporated by reference.
-5-
EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------
The Company's executive officers, as of March 25, 1997, are listed below, with
certain information relating to each of them:
Executive
Name and Position Officer
With Company Age Since
----------------- --- ---------
Daniel W. McGlaughlin, President and Chief Executive Officer* 60 1989
Thomas F. Chapman, Executive Vice President* 53 1991
Derek V. Smith, Executive Vice President* 42 1990
John T. Chandler, Corporate Vice President 49 1995
Ralph F. Haygood, Corporate Vice President 49 1993
Philip J. Mazzilli, Corporate Vice President, Treasurer & Controller 56 1995
David A. Post, Corporate Vice President & Chief Financial Officer 44 1996
Bruce S. Richards, Corporate Vice President & General Counsel 42 1996
Robert C. Varga, Corporate Vice President 49 1996
Marietta Edmunds Zakas, Corporate Vice President and Secretary 38 1995
*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. Election of officers occurs each year at the Board of
Directors meeting held in conjunction with the Annual Meeting of the
Shareholders.
Messrs. McGlaughlin, Chapman and Smith have each served as an officer of the
Company for at least five years. Mr. Haygood has served in various executive
capacities with the Company or its subsidiaries for more than five years before
becoming an officer.
Ms. Zakas, prior to her election as Corporate Vice President and Secretary in
October 1996, 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, an
international hotel chain, as Director-Strategic Planning and Analysis from
1992-1993 and as Director-Project Finance from 1991-1992. From 1984 until 1991,
she worked at Morgan Stanley and Co., Incorporated, an investment banking firm,
as a Vice President in the areas of capital market services and corporate
finance.
Mr. Chandler, prior to his election as Corporate Vice President in October 1995,
served as Vice President-Compensation and Benefits Administration. Before
joining the Company in 1991, he served as vice president of executive
compensation and benefits for C&S/Sovran Corporation, a national bank, now known
as NationsBank, N.A., for a period of four years.
Mr. Mazzilli, prior to his election as Corporate Vice President and Controller
in October 1995, served as Vice President and Controller of the Company since
1992. Before joining the Company in 1992, he served as Vice President,
Management Services for the Equitable Life Insurance Company for a period of six
years.
Mr. Richards, prior to his election as Corporate Vice President and General
Counsel in October 1996, served as Senior Vice President and Group Counsel of
the Company's Financial Services Group. Prior to joining the Company in 1991,
Mr. Richards served as Vice President and General Counsel of Telecredit, Inc.
which was acquired by the Company in 1990.
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 February 1992. Prior to
joining the Company, Mr. Post served as Senior Vice President and Controller for
Wachovia Corporation of Georgia since 1983.
Mr. Varga, who joined the Company in May 1995, serves as Corporate Vice
President of the Company and is responsible for corporate development, strategic
planning and management and quality systems. Prior to joining the Company, he
served as Chief of Staff to U.S. Representative John Linder from Georgia from
1993 through 1995, having previously served as his campaign manager.
-7-
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 1990 1991 1992 1993 1994 1995 1996
- ---------------------------------------------------------------------------------------------
First $0.060 $0.065 $0.065 $0.070 $0.070 $0.078 $0.083
Second 0.060 0.065 0.065 0.070 0.078 0.078 0.083
Third 0.060 0.065 0.065 0.070 0.078 0.078 0.083
Fourth 0.060 0.065 0.065 0.070 0.078 0.083 0.083
- ---------------------------------------------------------------------------------------------
Annual $0.240 $0.260 $0.260 $0.280 $0.303 $0.315 $0.330
- ---------------------------------------------------------------------------------------------
Stock Prices
- -------------------------------------------------------------------------------------------------------------
(In Dollars) 1992 1993 1994 1995 1996
- -------------------------------------------------------------------------------------------------------------
High Low High Low High Low High Low High Low
First Quarter 9.375 7.500 11.188 9.563 13.688 10.938 17.000 12.625 22.500 17.750
Second Quarter 9.688 7.188 10.500 8.688 15.188 11.563 17.500 15.313 27.750 19.625
Third Quarter 8.563 7.188 13.063 9.875 15.125 13.375 21.063 16.313 27.375 24.125
Fourth Quarter 10.313 7.313 13.688 11.438 15.250 12.000 21.750 18.000 34.500 26.500
- -------------------------------------------------------------------------------------------------------------
Year 10.313 7.188 13.688 8.688 15.250 10.938 21.750 12.625 34.500 17.750
As of March 25, 1997, there were approximately 9,000 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 hereby 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 hereby incorporated by reference.
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 hereby incorporated by reference.
-8-
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 April 30, 1997, contains, on pages 2 through 5 and 18 thereof, information
relating to the Company's Executive Officers, Directors and persons nominated to
become Directors. This information is incorporated herein by reference and made
a part hereof. See also information concerning the Company's Executive Officers
in Part I, above.
ITEM 11. EXECUTIVE COMPENSATION
- -------- ----------------------
The Company's Proxy Statement for the Annual Meeting of Shareholders to be held
on April 30, 1997, contains, on pages 8 through 16 thereof, information relating
to executive compensation. This information is incorporated herein by reference
and made a part hereof.
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 30, 1997, contains, on page 7, information relating to security
ownership of certain beneficial owners and management. This information is
incorporated herein by reference and made a part hereof.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------- ----------------------------------------------
The Company's Proxy Statement for the Annual Meeting of Shareholders to be held
on April 30, 1997, contains, on pages 5 and 6 thereof, information relating to
certain relationships and related transactions. This information is
incorporated herein by reference and made a part hereof.
PART IV.
--------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
- -------- ---------------------------------------------------------------
The following documents are filed as part of this report:
(a)1. Financial Statements
. Consolidated Balance Sheets - December 31, 1996 and 1995
-9-
. Consolidated Statements of Income for the Years Ended December 31,
1996, 1995 and 1994
. Consolidated Statements of Shareholders' Equity for the Years Ended
December 31, 1996, 1995 and 1994
. Consolidated Statements of Cash Flows for the Years Ended December
31, 1996, 1995 and 1994
. Notes to Consolidated Financial Statements
(a)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 thereto.
(a)3. Exhibits
Articles of Incorporation and By-laws
. Amended and Restated Articles of Incorporation (3 pages)/(7)/
. By-Laws (23 pages)
Instruments Defining the Rights of Security Holders, Including Indentures
. Loan Agreement (132 pages)/(6)/
. Portion of Prospectus and Trust Indenture (134 pages)/(1)/
. Rights Agreement, dated October 25, 1995, between Equifax Inc. and SunTrust
Bank, Atlanta with Form of Right Certificate attached as Exhibit "A" (54
pages)/(5)/
Material Contracts and Compensation Plans
. Equifax Inc. 1988 Performance Share Plan for Officers, as amended (14
pages)/(7)(8)/
. Equifax Inc. 1996 Incentive Compensation Plan (6 pages)/(8)/
. Deferred Compensation Plan (22 pages)/(6)(8)/
. Change in Control Agreement (10 pages)/(6)(8)/
. Change in Control Agreement (10 pages)/(8)/
. Executive Employment Agreement, dated June 22, 1989 (7 pages)/(8)/
. Executive Employment Agreement, dated July 1, 1991 (3 pages)/(8)/
. Executive Employment Agreement, dated December 29, 1995/(6)(8)/
. Consulting Agreement, dated January 1, 1996/(6)(8)/
. Executive Agreement, dated January 31, 1997 (9 pages)/(8)/
. Executive Agreement, dated October 30, 1996 (9 pages)/(8)/
-10-
. Equifax Inc. Omnibus Stock Incentive Plan 1996 Incentive and Non-Qualified
Stock Option Agreements (8 pages)/(8)/
. Equifax Inc. Omnibus Stock Incentive Plan, as amended (14 pages)/(6)(8)/
. Equifax Inc. Omnibus Stock Incentive Plan 1995 Incentive and Non-Qualified
Stock Option Agreements (8 pages)/(4)(8)/
. Equifax Inc. Omnibus Stock Incentive Plan 1994 Incentive and Non-Qualified
Stock Option Agreements (8 pages)/(3)(8)/
. Equifax Inc. Omnibus Stock Incentive Plan 1995 Non-Qualified Stock Option
Agreement (4 pages)/(4)(8)/
. Equifax Inc. Omnibus Stock Incentive Plan 1994 Restricted Stock Award
Agreement (4 pages)/(3)(8)/
. Equifax Inc. Omnibus Stock Incentive Plan 1995 Restricted Stock Award
Agreement (3 pages)/(4)(8)/
. Equifax Inc. Omnibus Stock Incentive Plan 1996 Restricted Stock Award
Agreement (3 pages)/(8)/
. Equifax Inc. Non-Employee Director Stock Option Plan and Agreement (10
pages)/(4)(8)/
. Equifax Inc. Supplemental Executive Retirement Plan (24 pages)/(4)(8)/
. Equifax Inc. Supplemental Executive Retirement Plan Amendments (26
pages)/(3)//(8)/
. Equifax Inc. Supplemental Executive Retirement Plan Amendment (2 pages)/(8)/
. Equifax Inc. Severance Pay Plan for Salaried Employees (18 pages)/(3)(8)/
. Agreement For Computerized Credit Reporting Services (204 pages)/(3)/
. Amendments to Agreement for Computerized Credit Reporting Services and
related documents (66 pages)
. Amendment to Agreement for Computerized Credit Reporting Services (8
pages)/(2)/
. Amendment to Agreement for Computerized Credit Reporting Services (9
pages)/(3)/
. Amendment to Agreement for Computerized Credit Reporting Services (14
pages)/(4)/
. Computer and network operations agreement (redacted version) (31 pages)/(3)/
. Purchase and Lease Agreement (109 pages)/(3)/
. Headquarters Facility Lease (77 pages)/(3)/
. Participation Agreement (148 pages)/(3)/
-11-
. Lease Agreement (71 pages)/(3)/
. Compensation of Directors - The Company's by-laws, which are filed as an
exhibit to this Form 10-K Annual Report, describe, on page 7 thereof,
under Article Two, "Compensation of Directors," the fees paid to
Directors of the Company. This information is hereby incorporated by
reference.
. Life Insurance - Messrs. C. B. Rogers, Jr. and L. A. Ault, III each own
a personal life insurance policy in the face amount of $1,000,000 and
$2,000,000, respectively. The Company pays the annual premiums on these
policies.
Annual Report to Security Holders
. Summary of Selected Financial Data (2 pages)
. Management's Discussion and Analysis of Financial Condition and Results
of Operation (9 pages)
. Financial Statements and Supplementary Data (25 pages)
Subsidiaries of the Registrant (6 pages)
Consent of Independent Public Accountants to incorporation by reference (1 page)
Financial Data Schedule (1 page)
/(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
hereby incorporated by reference.
/(2)/Previously filed as an exhibit on Form 10-K, filed March 30, 1993, and
hereby incorporated by reference.
/(3)/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 hereby incorporated by
reference.
/(4)/Previously filed as an exhibit on Form 10-K, filed March 30, 1995, and
hereby incorporated by reference.
/(5)/Previously filed as exhibits on Form 8-A, filed November 2, 1995, and
hereby incorporated by reference.
/(6)/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 hereby incorporated by
reference.
/(7)/Previously filed as an exhibit on Schedule 14A, filed March 26, 1996, and
hereby incorporated by reference.
/(8)/Management Contract or Compensatory Plan
-12-
Copies of the Company's Form 10-K which are furnished pursuant to the written
request of the Company's shareholders do not include the exhibits listed above.
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 above) of the
exhibit(s) requested.
(b) Reports on Form 8-K
The Company filed one report on Form 8-K during the fourth quarter of the
year ended December 31, 1996.
-13-
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, thereunto duly authorized.
EQUIFAX INC.
Date March 31, 1997 By /s/ Marietta Edmunds Zakas
--------------------------------------
Marietta Edmunds Zakas,
Corporate Vice President
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 31, 1997 /s/ C. B. Rogers, Jr.
-----------------------------------------
C. B. Rogers, Jr., Chairman of the
Board
Date March 31, 1997 /s/ Daniel W. McGlaughlin
-----------------------------------------
Daniel W. McGlaughlin, President,
Chief Executive Officer and Director
Date March 31, 1997 /s/ Thomas F. Chapman
-----------------------------------------
Thomas F. Chapman, Executive Vice
President and Director
Date March 31, 1997 /s/ Derek V. Smith
-----------------------------------------
Derek V. Smith, Executive Vice
President and Director
Date March 31, 1997 /s/ Philip J. Mazzilli
-----------------------------------------
Philip J. Mazzilli, Corporate Vice
President, Treasurer and Controller
(Principal Accounting Officer)
-14-
Date March 31, 1997 /s/ Lee A. Ault
-----------------------------------------
Lee A. Ault, III, Director
Date March , 1997
-----------------------------------------
Ron D. Barbaro, Director
Date March 31, 1997 /s/ John L. Clendenin
-----------------------------------------
John L. Clendenin, Director
Date March , 1997
-----------------------------------------
A. W. Dahlberg, Director
Date March , 1997
-----------------------------------------
Robert P. Forrestal, Director
Date March 31, 1997 /s/ L. Phillip Humann
-----------------------------------------
L. Phillip Humann, Director
Date March 31, 1997 /s/ Tinsley H. Irvin
-----------------------------------------
Tinsley H. Irvin, Director
Date March 31, 1997 /s/ Larry L. Prince
-----------------------------------------
Larry L. Prince, Director
Date March 31, 1997 /s/ D. Raymond Riddle
-----------------------------------------
D. Raymond Riddle, Director
Date March , 1997
-----------------------------------------
Dr. Betty L. Siegel, Director
Date March 31, 1997 /s/ Dr. Louis W. Sullivan
-----------------------------------------
Dr. Louis W. Sullivan, Director
-15-
INDEX TO EXHIBITS
EXHIBIT
NUMBER
-------
Articles of Incorporation and By-laws
3.1 . Amended and Restated Articles of Incorporation/(7)/
3.2 . By-Laws
Instruments Defining the Rights of Security Holders,
Including Indentures
4.1 . Loan Agreement/(6)/
4.2 . Portion of Prospectus and Trust Indenture /(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"/(5)/
Material Contracts and Compensation Plans
10.1 . Equifax Inc. 1988 Performance Share Plan for Officers,
as amended/(7)(8)/
10.2 . Equifax Inc. 1996 Incentive Compensation Plan/(8)/
10.3 . Deferred Compensation Plan/(6)(8)/
10.4 . Change in Control Agreement/(6)(8)/
10.5 . Change in Control Agreement/(8)/
10.6 . Executive Employment Agreement, dated June 22, 1989/(8)/
10.7 . Executive Employment Agreement, dated July 1, 1991/(8)/
10.8 . Executive Employment Agreement, dated
December 29, 1995/(6)(8)/
10.9 . Consulting Agreement, dated January 1, 1996/(6)(8)/
10.10 . Executive Agreement, dated January 31, 1997/(8)/
10.11 . Executive Agreement, dated October 30, 1996/(8)/
10.12 . Equifax Inc. Omnibus Stock Incentive Plan 1996 Incentive
and Non-Qualified Stock Option Agreements/(8)/
10.13 . Equifax Inc. Omnibus Stock Incentive Plan, as amended/(6)(8)/
10.14 . Equifax Inc. Omnibus Stock Incentive Plan 1995 Incentive
and Non-Qualified Stock Option Agreements/(4)(8)/
10.15 . Equifax Inc. Omnibus Stock Incentive Plan 1994 Incentive
and Non-Qualified Stock Option Agreements/(3)(8)/
10.16 . Equifax Inc. Omnibus Stock Incentive Plan 1995
Non-Qualified Stock Option Agreement/(4)(8)/
10.17 . Equifax Inc. Omnibus Stock Incentive Plan 1994
Restricted Stock Award Agreement/(3)(8)/
10.18 . Equifax Inc. Omnibus Stock Incentive Plan 1995
Restricted Stock Award Agreement/(4)(8)/
10.19 . Equifax Inc. Omnibus Stock Incentive Plan 1996
Restricted Stock Award Agreement/(8)/
10.20 . Equifax Inc. Non-Employee Director Stock
Option Plan and Agreement/(4)(8)/
10.21 . Equifax Inc. Supplemental Executive Retirement Plan/(4)(8)/
10.22 . Equifax Inc. Supplemental Executive Retirement Plan
Amendments/(3)(8)/
10.23 . Equifax Inc. Supplemental Executive Retirement Plan
Amendment/(8)/
10.24 . Equifax Inc. Severance Pay Plan for Salaried
Employees/(3)(8)/
10.25 . Agreement For Computerized Credit Reporting Services/(3)/
10.26 . Amendments to Agreement for Computerized Credit Reporting
Services and related documents
10.27 . Amendment to Agreement for Computerized Credit Reporting
Services/(2)/
10.28 . Amendment to Agreement for Computerized Credit Reporting
Services/(3)/
10.29 . Amendment to Agreement for Computerized Credit Reporting
Services/(4)/
10.30 . Computer and network operations agreement (redacted
version)/(3)/
10.31 . Purchase and Lease Agreement/(3)/
10.32 . Headquarters Facility Lease/(3)/
10.33 . Participation Agreement/(3)/
10.34 . Lease Agreement/(3)/
. Compensation of Directors - The Company's by-laws, which are
filed as an exhibit to this Form 10-K Annual Report,
describe, on page 7 thereof, under Article Two, "Compensation
of Directors," the fees paid to Directors of the Company.
Said information is hereby incorporated by reference.
. Life Insurance - Messrs. C. B. Rogers, Jr. and L. A. Ault,
III each own a personal life insurance policy in the face
amount of $1,000,000 and $2,000,000 respectively. The
Company pays the annual premiums on said policies.
13.1 . Summary of Selected Financial Data
13.2 . Management's Discussion and Analysis of Operation Financial
Condition and Results of Operation
13.3 . Financial Statements and Supplementary Data
21 Subsidiaries of the Registrant
23 Consent of Independent Public Accountants to incorporation by
reference
27 Financial Data Schedule
/(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
hereby incorporated by reference.
/(2)/Previously filed as an exhibit on Form 10-K, filed March 30, 1993, and
hereby incorporated by reference.
/(3)/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 hereby incorporated by
reference.
/(4)/Previously filed as an exhibit on Form 10-K, filed March 30, 1995, and
hereby incorporated by reference.
/(5)/Previously filed as exhibits on form 8-A, filed November 2, 1995, and
hereby incorporated by reference.
/(6)/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 hereby incorporated by
reference.
/(7)/Previously filed as an exhibit on Schedule 14A, filed, March 26, 1996, and
hereby incorporated by reference.
/(8)/Management Contract or Compensatory Plan