<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 (NO FEE REQUIRED) for the fiscal year ended December 31, 1997 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED) for the transition period from
________ to ________.
Commission file number: 2-39822
A. Full title of the plan and address of the plan, if different from that of
the issuer named below: Equifax Inc. Employees 401(k) Retirement and Savings
Plan.
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office: Equifax Inc., 1600 Peachtree Street, N.W.,
Atlanta, Georgia 30309.
<PAGE>
EQUIFAX INC. EMPLOYEES 401(K)
RETIREMENT AND SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULES
AS OF DECEMBER 31, 1997 AND 1996
TOGETHER WITH
AUDITORS' REPORT
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Retirement and Group Benefit Plans
Investment and Administrative Committee
Equifax Inc.:
We have audited the accompanying statements of net assets available for plan
benefits, with fund information, of the EQUIFAX INC. EMPLOYEES 401(K) RETIREMENT
AND SAVINGS PLAN as of December 31, 1997 and 1996 and the related statement of
changes in net assets available for plan benefits, with fund information, for
the year ended December 31, 1997. These financial statements and the schedules
referred to below are the responsibility of the plan administrator. Our
responsibility is to express an opinion on these financial statements and
schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Equifax
Inc. Employees 401(k) Retirement and Savings Plan as of December 31, 1997 and
1996 and the changes in its net assets available for plan benefits for the year
ended December 31, 1997 in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for
purposes of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor Rules and Regulations for Reporting and Disclosure under the
<PAGE>
Employee Retirement Income Security Act of 1974. The fund information in the
statements of net assets available for plan benefits and the statement of
changes in net assets available for plan benefits is presented for purposes of
additional analysis rather than to present the net assets available for plan
benefits and the changes in net assets available for plan benefits of each fund.
The supplemental schedules and fund information have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
Atlanta, Georgia
June 9, 1998
<PAGE>
Page 1 of 2
EQUIFAX INC. EMPLOYEES 401(K)
RETIREMENT AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1997
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
--------------------------------------------
SPARTAN
EQUIFAX CHOICEPOINT U.S EQUITY
STOCK FUND STOCK FUND INDEX FUND
----------- ----------- -----------
<S> <C> <C> <C>
INVESTMENTS, AT FAIR VALUE (NOTES 1 AND 2; SCHEDULE I):
Equifax Inc. common stock $56,092,388 $ 0 $ 0
ChoicePoint Inc. common stock 0 13,347,271 0
Money market funds 761,077 665,588 0
Common/collective trust fund--Managed Income Portfolio 0 0 0
Shares of registered investment companies 0 0 19,625,266
----------- ----------- -----------
Total investments 56,853,465 14,012,859 19,625,266
DIVIDENDS AND INTEREST INCOME RECEIVABLE 2,363 2,083 0
DUE TO BROKER (66,702) (28,935) 0
----------- ----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $56,789,126 $13,986,007 $19,625,266
=========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
------------------------------------------------
MANAGED FIDELITY RETIREMENT FIDELITY
INCOME GOVERNMENT MONEY U.S. BOND
PORTFOLIO MARKET PORTFOLIO INDEX FUND
----------- -------------------- ----------
<S> <C> <C> <C>
INVESTMENTS, AT FAIR VALUE (NOTES 1 AND 2; SCHEDULE I):
Equifax Inc. common stock $ 0 $ 0 $ 0
ChoicePoint Inc. common stock 0 0 0
Money market funds 0 5,067,583 0
Common/collective trust fund--Managed Income Portfolio 16,582,510 0 0
Shares of registered investment companies 0 0 1,673,039
----------- ---------- ----------
Total investments 16,582,510 5,067,583 1,673,039
DIVIDENDS AND INTEREST INCOME RECEIVABLE 0 0 0
DUE TO BROKER 0 0 0
----------- ---------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $16,582,510 $5,067,583 $1,673,039
=========== ========== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Page 2 of 2
PARTICIPANT-DIRECTED
--------------------------------------------------
FIDELITY FIDELITY FIDELITY
ASSET ASSET MANAGER: ASSET MANAGER:
MANAGER INCOME GROWTH
---------- -------------- --------------
<S> <C> <C> <C>
INVESTMENTS, AT FAIR VALUE (NOTES 1 AND 2; SCHEDULE I):
Equifax Inc. common stock $ 0 $ 0 $ 0
ChoicePoint Inc. common stock 0 0 0
Money market funds 0 0 0
Common/collective trust fund--Managed Income Portfolio 0 0 0
Shares of registered investment companies 6,576,817 1,346,871 11,061,779
---------- ---------- -----------
Total investments 6,576,817 1,346,871 11,061,779
DIVIDENDS AND INTEREST INCOME RECEIVABLE
0 0 0
DUE TO BROKER 0 0 0
---------- ---------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $6,576,817 $1,346,871 $11,061,779
========== ========== ===========
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
-------------------------- NONPARTICIPANT-
FIDELITY FIDELITY DIRECTED
VALUE LOW-PRICED- EQUIFAX
FUND STOCK FUND STOCK FUND TOTAL
----------- ---------- --------------- ------------
<S> <C> <C> <C> <C>
INVESTMENTS, AT FAIR VALUE (NOTES 1 AND 2; SCHEDULE I):
Equifax Inc. common stock $ 0 $ 0 $66,917,234 $123,009,622
ChoicePoint Inc. common stock 0 0 0 13,347,271
Money market funds 0 0 907,952 7,402,200
Common/collective trust fund--Managed Income Portfolio 0 0 0 0
Shares of registered investment companies 1,485,937 2,191,345 0 43,961,054
---------- ---------- ----------- ------------
Total investments 1,485,937 2,191,345 67,825,186 204,302,657
DIVIDENDS AND INTEREST INCOME RECEIVABLE
0 0 2,819 7,265
DUE TO BROKER 0 0 (79,573) (175,210)
---------- ---------- ----------- ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $1,485,937 $2,191,345 $67,748,432 $204,134,712
========== ========== =========== ============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
Page 1 of 2
EQUIFAX INC. EMPLOYEES 401(K)
RETIREMENT AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1996
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
-----------------------------------------
FIDELITY
EQUIFAX CHOICEPOINT U.S EQUITY
STOCK FUND STOCK FUND INDEX FUND
------------ ----------- ----------
<S> <C> <C> <C>
INVESTMENTS, AT FAIR VALUE (NOTES 1 AND 2; SCHEDULE I):
Interest-bearing cash $ 163,886 $0 $ 0
Equifax Inc. common stock 91,920,842 0 0
ChoicePoint Inc. common stock 0 0 0
Money market funds 1,038,834 0 0
Common/collective trust fund--Managed Income Portfolio 0 0 0
Shares of registered investment companies 0 0 20,835,554
----------- --- -----------
Total investments 93,123,562 0 20,835,554
DIVIDENDS AND INTEREST INCOME RECEIVABLE 4,474 0 0
----------- --- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $93,128,036 $0 $20,835,554
=========== === ===========
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
--------------------------------------------
MANAGED FIDELITY RETIREMENT FIDELITY
INCOME GOVERNMENT MONEY U.S. BOND
PORTFOLIO MARKET PORTFOLIO INDEX FUND
---------- ------------------- ----------
<S> <C> <C> <C>
INVESTMENTS, AT FAIR VALUE (NOTES 1 AND 2; SCHEDULE I):
Interest-bearing cash $ 0 $ 85,436 $ 0
Equifax Inc. common stock 0 0 0
ChoicePoint Inc. common stock 0 0 0
Money market funds 0 4,193,050 0
Common/collective trust fund--Managed Income Portfolio 44,904,160 0 0
Shares of registered investment companies 0 0 2,525,699
----------- ---------- ----------
Total investments 44,904,160 4,278,486 2,525,699
DIVIDENDS AND INTEREST INCOME RECEIVABLE 0 0 0
----------- ---------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $44,904,160 $4,278,486 $2,525,699
=========== ========== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Page 2 of 2
PARTICIPANT-DIRECTED
----------------------------------------------------
FIDELITY FIDELITY FIDELITY
ASSET ASSET MANAGER: ASSET MANAGER:
MANAGER INCOME GROWTH
---------- -------------- --------------
<S> <C> <C> <C>
INVESTMENTS, AT FAIR VALUE (NOTES 1 AND 2; SCHEDULE I):
Interest-bearing cash $ 0 $ 0 $ 0
Equifax Inc. common stock 0 0 0
ChoicePoint Inc. common stock 0 0 0
Money market funds 0 0 0
Common/collective trust fund--Managed Income Portfolio 0 0 0
Shares of registered investment companies 11,508,197 2,083,498 15,574,027
----------- ---------- -----------
Total investments 11,508,197 2,083,498 15,574,027
DIVIDENDS AND INTEREST INCOME RECEIVABLE 0 0 0
----------- ---------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $11,508,197 $2,083,498 $15,574,027
=========== ========== ===========
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
--------------------- NONPARTICIPANT-
FIDELITY FIDELITY DIRECTED
VALUE LOW-PRICED EQUIFAX
FUND STOCK FUND STOCK FUND TOTAL
-------- ----------- -------------- -----------
<S> <C> <C> <C> <C>
INVESTMENTS, AT FAIR VALUE (NOTES 1 AND 2; SCHEDULE I):
Interest-bearing cash $ 0 $ 0 $ 259,390 $ 508,712
Equifax Inc. common stock 0 0 145,485,996 237,406,838
ChoicePoint Inc. common stock 0 0 0 0
Money market funds 0 0 1,644,194 6,876,078
Common/collective trust fund--Managed Income Portfolio 0 0 0 44,904,160
Shares of registered investment companies 137,357 246,752 0 52,911,084
-------- -------- ------------ ------------
Total investments 137,357 246,752 147,389,580 342,606,872
DIVIDENDS AND INTEREST INCOME RECEIVABLE 0 0 7,080 11,554
-------- -------- ------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $137,357 $246,752 $147,396,660 $342,618,426
======== ======== ============ ============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
Page 1 of 2
EQUIFAX INC. EMPLOYEES 401(K)
RETIREMENT AND SAVINGS PLAN
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION,
FOR THE YEAR ENDED DECEMBER 31, 1997
PARTICIPANT-DIRECTED
----------------------------------------
SPARTAN
EQUIFAX CHOICEPOINT U.S EQUITY
STOCK FUND STOCK FUND INDEX FUND
------------ ----------- -----------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends $ 869,567 $ 0 $ 521,184
Interest 60,345 12,759 0
Net increase (decrease) in fair value of investments 17,170,681 16,053,559 5,692,323
------------ ----------- -----------
Total investment income 18,100,593 16,066,318 6,213,507
------------ ----------- -----------
CONTRIBUTIONS:
Participants 3,782,260 0 1,971,877
Employer 0 0 0
------------ ----------- -----------
Total contributions 3,782,260 0 1,971,877
------------ ----------- -----------
TRANSFERS TO CHOICEPOINT INC. 401(K) PLAN (NOTE 3) (46,746,709) 0 (9,113,301)
------------ ----------- -----------
PARTICIPANT WITHDRAWALS AT MARKET VALUE (10,364,468) (486,954) (3,104,860)
------------ ----------- -----------
Total change (35,228,324) 15,579,364 (4,032,777)
INTERFUND TRANSFERS (1,110,586) (1,593,357) 2,822,489
TRANSFER IN OF ASSETS DUE TO MERGER OF PLANS 0 0 0
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT BEGINNING OF YEAR 93,128,036 0 20,835,554
------------ ----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $ 56,789,126 $13,986,007 $19,625,266
============ =========== ===========
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
-----------------------------------------------
MANAGED FIDELITY RETIREMENT FIDELITY
INCOME GOVERNMENT MONEY U.S. BOND
PORTFOLIO MARKET PORTFOLIO INDEX FUND
------------ ------------------- ----------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends $ 1,711,182 $ 0 $ 136,051
Interest 0 250,042 0
Net increase (decrease) in fair value of investments 0 0 5,091
------------ ----------- ----------
Total investment income 1,711,182 250,042 141,142
------------ ----------- ----------
CONTRIBUTIONS:
Participants 950,320 740,003 209,693
Employer 0 0 0
------------ ----------- ----------
Total contributions 950,320 740,003 209,693
------------ ----------- ----------
TRANSFERS TO CHOICEPOINT INC. 401(K) PLAN (NOTE 3) (23,181,269) (1,596,627) (811,652)
------------ ----------- ----------
PARTICIPANT WITHDRAWALS AT MARKET VALUE (7,882,425) (1,181,832) (474,294)
------------ ----------- ----------
Total change (28,402,192) (1,788,414) (935,111)
INTERFUND TRANSFERS 80,542 (711,001) 82,451
TRANSFER IN OF ASSETS DUE TO MERGER OF PLANS 0 3,288,512 0
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT BEGINNING OF YEAR 44,904,160 4,278,486 2,525,699
------------ ----------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $ 16,582,510 $ 5,067,583 $1,673,039
============ =========== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Page 2 of 2
PARTICIPANT-DIRECTED
--------------------------------------------------
FIDELITY FIDELITY FIDELITY
ASSET ASSET MANAGER: ASSET MANAGER:
MANAGER INCOME GROWTH
------------ -------------- -----------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends $ 671,383 $ 98,932 $ 1,145,534
Interest 0 0 0
Net increase (decrease) in fair value of investments 1,220,727 83,524 2,044,369
----------- ---------- -----------
Total investment income 1,892,110 182,456 3,189,903
CONTRIBUTIONS:
Participants 910,770 215,913 1,708,701
Employer 0 0 0
----------- ---------- -----------
Total contributions 910,770 215,913 1,708,701
----------- ---------- -----------
TRANSFERS TO CHOICEPOINT INC. 401(K) PLAN (NOTE 3) (6,117,577) (838,639) (6,122,547)
----------- ---------- -----------
PARTICIPANT WITHDRAWALS AT MARKET VALUE (1,315,333) (272,432) (2,091,415)
----------- ---------- -----------
Total change (4,630,030) (712,702) (3,315,358)
INTERFUND TRANSFERS (301,350) (23,925) (1,196,890)
TRANSFER IN OF ASSETS DUE TO MERGER OF PLANS 0 0 0
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT BEGINNING OF YEAR 11,508,197 2,083,498 15,574,027
----------- ---------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $ 6,576,817 $1,346,871 $11,061,779
=========== ========== ===========
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
-------------------------- NONPARTICIPANT-
FIDELITY FIDELITY DIRECTED
VALUE LOW-PRICED EQUIFAX
FUND STOCK FUND STOCK FUND TOTAL
---------- ---------- ------------ -------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends $ 181,421 $ 112,744 $ 1,037,379 $ 6,485,377
Interest 0 0 71,991 395,137
Net increase (decrease) in fair value of investments (43,084) 184,469 3,808,033 46,219,692
---------- ---------- ------------ -------------
Total investment income 138,337 297,213 4,917,403 53,100,206
---------- ---------- ------------ -------------
CONTRIBUTIONS:
Participants 328,744 322,268 0 11,140,549
Employer 0 0 3,522,131 3,522,131
---------- ---------- ------------ -------------
Total contributions 328,744 322,268 3,522,131 14,662,680
---------- ---------- ------------ -------------
TRANSFERS TO CHOICEPOINT INC. 401(K) PLAN (NOTE 3)
(264,873) (404,712) (74,398,223) (169,596,129)
---------- ---------- ------------ -------------
PARTICIPANT WITHDRAWALS AT MARKET VALUE (197,559) (202,781) (12,364,630) (39,938,983)
---------- ---------- ------------ -------------
Total change 4,649 11,988 (78,323,319) (141,772,226)
INTERFUND TRANSFERS 1,343,931 1,932,605 (1,324,909) 0
TRANSFER IN OF ASSETS DUE TO MERGER OF PLANS 0 0 0 3,288,512
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT BEGINNING OF YEAR 137,357 246,752 147,396,660 342,618,426
---------- ---------- ------------ -------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $1,485,937 $2,191,345 $ 67,748,432 $ 204,134,712
========== ========== ============ =============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
EQUIFAX INC. EMPLOYEES 401(K)
RETIREMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1997 AND 1996
1. DESCRIPTION OF THE PLAN
General
The following brief description of the Equifax Inc. Employees 401(k)
Retirement and Savings Plan (the "Plan") is provided for information purposes
only. Participants should refer to the plan agreement for more complete
information.
The Plan became effective April 1, 1971 and has been amended from time to
time. The Plan is subject to the Employee Retirement Income Security Act of
1974, as amended. All U.S. salaried employees of the participating companies
of Equifax Inc. and its subsidiaries (the "Company") who have completed one
year of service and have attained the age of 21 are eligible to participate
in the Plan.
Individual accounts are maintained for each of the Plan's participants to
reflect the participant's share of the Plan's earnings, company
contributions, and the participant's contributions. Allocations of earnings
are based on participant account balances, as defined.
Effective August 7, 1997, Equifax Inc. spun off its insurance group into a
new public company, ChoicePoint Inc. ("ChoicePoint"). With the spin-off of
ChoicePoint, Equifax Inc. terminated the services of employees in those
operations and those affected employees became ChoicePoint employees. In
anticipation of the spin-off, a new 401(k) plan was created for ChoicePoint
employees effective July 1, 1997. All plan account balances of the
ChoicePoint employees were transferred to the new ChoicePoint 401(k) plan
effective July 1, 1997, and these individuals were no longer eligible to
participate in the Plan.
During 1997, several small plans merged into the Plan. Such amounts totaled
$3,288,512 and were transferred into the Fidelity Retirement Government Money
Market Portfolio.
Contributions
Each participant may make basic contributions from 1% to 6% of his/her total
salary (base salary only for highly compensated employees) through payroll
deductions on a pretax or an after-tax basis. In addition, each nonhighly
compensated participant may elect to make supplemental contributions of 1% to
10% of pay (2% limit for highly compensated participants effective January 1,
1998) on a pretax or an after-tax basis through payroll deductions, subject
to certain limits. Participants may also elect to make supplemental
<PAGE>
contributions by making an after-tax lump-sum contribution. Supplemental
contributions are limited to 10% of pay for all years of participation in the
Plan, less after-tax contributions made in previous years. Effective January
1, 1998, supplemental lump-sum contributions are no longer permitted.
The Plan requires the Company to make minimum annual contributions of 25% of
the sum of all basic contributions made by participants during that year, net
of any in-service withdrawals, without regard to lump-sum cash contributions
and roll-over contributions, either deposited or withdrawn. Employer
contributions shall not exceed the maximum amount which, together with
employer contributions to the Equifax Inc. U.S. Retirement Income Plan for a
plan year, is deductible under the Internal Revenue Code (the "IRC") or such
other federal income tax statutory provision as may be applicable. For 1997,
the Company's matching rate was 57%. In addition, a participant must be
employed by the Company on November 30 to receive the matching contribution
for that plan year.
Effective January 1, 1998, Equifax will match participant contributions
dollar for dollar on the first 2% of compensation contributed to the Plan.
The match on the next 3% to 6% of compensation will continue to be
discretionary. Effective January 1, 1998, a participant must be employed on
December 31 in order to receive a matching contribution for the plan year.
All employer contributions are made to the Equifax Stock Fund. Participant
contributions are allocated among investment options as directed by the
individual participants.
All participants are 100% vested in employer matching contributions.
Administration
The Plan is administered by the Company. The trustee of the Plan is Fidelity
Management Trust Company ("Fidelity" or the "Trustee"). Fidelity also
performs participant record-keeping and other administrative duties for the
Plan. The Equifax Inc. Pension, Thrift, and Group Plans Investment and
Administrative Committee is appointed by the Company's board of directors and
oversees the Plan's operations.
Investment Options
The Plan allows participants to select among ten different investment options
and allows daily changes in investment elections:
The Fidelity Retirement Government Money Market Portfolio ("Money Market
Fund") strives to keep invested principal stable while generating
current income by investing in money market instruments which are issued
or guaranteed by the U.S. government. The portfolio itself is neither
insured nor guaranteed by the U.S. government.
The Managed Income Portfolio is a Fidelity stable value collective trust
fund that seeks to preserve invested principal while providing a
competitive level of income over time. The goal of the portfolio is to
maintain a stable $1 per share price, although there is no assurance
that it will do so. The collective trust purchases investment contracts
<PAGE>
issued by banks, insurance companies, and other approved financial
institutions. The portfolio's yield will fluctuate.
The Fidelity U.S. Bond Index Fund is a mutual fund which seeks to
provide investment results that correspond to the aggregate price and
interest performance of the debt securities in The Lehman Brothers
Aggregate Bond Index. The portfolio invests only in debt securities
that are of investment grade or the equivalent.
The Spartan U.S. Equity Index Fund is a growth and income mutual fund.
It seeks to duplicate the composition and total return of the Standard &
Poors 500 ("S&P 500") which is comprised of U.S. publicly traded common
stocks. Total return performance is the combination of capital
appreciation and income.
The Equifax Stock Fund ("ESF") is a portfolio which invests primarily in
Equifax Inc. common stock. A small portion of the fund will be used to
purchase short-term investments for liquidity. All Equifax Inc.
matching contributions are invested in this fund and may not be moved by
participants to other funds until the participant is separated from
service. Due to the spinoff of ChoicePoint, all activity except
contributions was suspended in this fund from August 1, 1997 through
August 10, 1997.
The Fidelity Asset Manager: Income Fund is a mutual fund which seeks a
high level of current income by maintaining a diversified portfolio of
stocks, bonds, and short-term interest-bearing securities. The fund
emphasizes investments in bonds and other short-term securities for
income and price stability.
The Fidelity Asset Manager Fund is a mutual fund which may invest in
stocks, bonds, and other short-term securities, both in the United
States and abroad. The fund seeks high total return with moderate risk
over the long term.
The Fidelity Asset Manager: Growth Fund is a mutual fund which seeks to
maximize total return over the long term by investing in a more
aggressive mix of stocks, bonds, and other short-term securities. The
fund may invest in both U.S. and foreign securities.
The Fidelity Low-Priced Stock Fund seeks capital appreciation and
invests primarily in equity securities of small market capitalization
companies considered undervalued or out of favor with investors. The
majority of the equity securities held are $25 or less (i.e., low-
priced). The fund characteristics should be anticipated to reflect a
price/earnings ratio less than the S&P 500 and include foreign
securities. The securities held are often stocks of smaller, less well-
known companies. A redemption fee of 1.5% is charged if a participant
sells shares held less than 90 days.
The Fidelity Value Fund invests primarily in stocks of companies that
possess valuable assets (i.e., equipment, franchises, real estate,
natural resources, etc.) or that the fund manager feels are undervalued.
The fund seeks capital appreciation by investing in large market
capitalization securities with a value-oriented investment style. The
fund may invest in both U.S. and foreign securities.
<PAGE>
The ChoicePoint Stock Fund ("CSF")received the shares of ChoicePoint
Inc. common stock which were delivered to the Plan as a result of the
spin-off discussed previously. For each ten shares of Equifax Inc.
stock held by the Plan, one share of ChoicePoint stock was received.
Participants may only transfer money out of this investment option. No
new money may be transferred in or contributed to this option. It is
management's intention to begin liquidating this fund in 1999.
Direct exchanges between the Money Market Fund and the Managed Income
Portfolio are not allowed. An exchange must be made to a noncompeting fund
for 90 days.
Benefits
Withdrawals from participant accounts may be made only for the following
reasons: termination of employment, financial hardship, retirement, death,
disability, or attainment of age 59.5. Upon occurrence of one of these
events and upon election of the participant, the Plan will distribute to the
participant 100% of the participant's account balance. This lump-sum
distribution is payable in cash, company common stock, or a combination of
the two, at the participant's election.
If a participant's account balance is less than $3,500 ($5,000 effective
January 1, 1998) upon retirement or termination, a distribution of the
participant's account will be made automatically. In-service withdrawals of
the company matching portion of a participant's account are not allowed.
Effective January 1, 1998, the Plan was amended to permit loans to be made to
participants. Only one loan is permitted at a time, and the minimum loan
amount is $1,000. Loans may generally be taken up to 50% of a participant's
account balance but not exceeding $50,000. Loans are repaid through payroll
deductions with a 5-year maximum limit, except for loans for home purchases
which may have terms up to 15 years. Interest rates are set at the date of
the loan at a rate equal to prime plus 1% on the first day of the calendar
quarter in which the loan is taken. Loan fees are paid by the participant.
Plan Termination
Although the Company intends for the Plan to be permanent, the Plan provides
that the Company has the right to discontinue contributions or terminate the
Plan at any time. In the event of the Plan's termination, the Trustee shall
determine as of the termination date the value of the account balance of each
participant, former participant, and beneficiary. Each such account balance
shall become fully vested. The Trustee shall then make a distribution in a
time and manner solely determined by the board of directors of the Company.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan are prepared on the accrual basis of
accounting.
<PAGE>
The preparation of financial statements in conformity with generally accepted
accounting principles requires the Plan's management to make estimates and
assumptions that affect the accompanying financial statements and
disclosures. Actual results could differ from those estimates.
Expenses
All expenses for the administration of the Plan, except for brokerage
commissions and related expenses on security transactions, are paid by the
participating companies of the Company. The expenses for administration
include the fees and expenses of the Plan's Trustee.
Valuation of Plan Investments
Investments of the Plan except the Managed Income Portfolio are carried at
fair value as determined by quoted market prices.
The Plan adopted Statement of Position ("SOP") 94-4, "Reporting of Investment
Contracts Held by Health and Welfare Benefit Plans and Defined-Contribution
Pension Plans," effective January 1, 1995. This SOP specifies that fully
benefit-responsive investment contracts held by defined contribution plans
may be reported at contract value.
The Managed Income Portfolio is a collective trust which invests in
guaranteed investment contracts issued by insurance companies and banks as
well as synthetic investment contracts. The collective trust's investment in
these contracts is valued at their estimated fair values as determined by the
portfolio's trustee in good faith. These contracts provide for benefit-
responsive withdrawals at contract value.
The fair values of individual investments that represent 5% or more of the
Plan's net assets as of December 31, 1997 and 1996 are as follows:
1997:
Equifax Inc. common stock $123,009,622
Managed Income Portfolio 16,582,510
Spartan U.S. Equity Index Fund 19,625,266
Fidelity Asset Manager: Growth 11,061,779
ChoicePoint Inc. common stock 13,347,271
1996:
Equifax Inc. common stock 237,406,838
Fidelity Managed Income Portfolio 44,904,160
Spartan U.S. Equity Index Fund 20,835,554
NET APPRECIATION IN FAIR VALUE OF INVESTMENTS
The net appreciation (depreciation) in fair value of investments in the
accompanying statement of changes in net assets available for plan benefits,
with fund information, reflects the net difference between the market value
and cost of investments bought and sold as well as held and distributed
during the year.
<PAGE>
The effect of the spin-off of ChoicePoint is included in the net appreciation
in fair value of investments on the financial statements. The ChoicePoint
shares received in the spin-off were 355,902 and were valued at $12,723,497
based on the opening price for ChoicePoint stock on August 8, 1997.
The net appreciation in the fair value of investments by category for the
year ended December 31, 1997 is as follows:
Common stock $37,032,273
Registered investment companies 12,475,931
-----------
Total $49,508,204
===========
PARTICIPANT-DIRECTED FUND INFORMATION
ESF and CSF assign units to all participants. As of December 31, 1997 and
1996, the per unit values of the ESF fund were $36.24 and $31.17,
respectively. Outstanding units were 3,436,466.811 and 7,716,544.646 for
December 31, 1997 and 1996, respectively. At December 31, 1997, the per unit
value of the CSF was $48.116 and outstanding units were 290,407.
3. TAX STATUS
The Plan has received a favorable determination letter from the Internal
Revenue Service dated November 13, 1996. The Plan has been amended since
receiving the letter. However, in the opinion of plan management, the Plan
is designed and is currently being operated in compliance with the applicable
requirements of the IRC, and therefore, the Plan is qualified and the related
trust is exempt from federal income taxes.
<PAGE>
SCHEDULE I
EQUIFAX INC. EMPLOYEES 401(K)
RETIREMENT AND SAVINGS PLAN
ITEM 27A--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<TABLE>
<CAPTION>
DESCRIPTION OF INVESTMENT, INCLUDING MATURITY
IDENTITY OF ISSUER, BORROWER, LESSOR, DATE, RATE OF INTEREST, COLLATERAL, AND PAR CURRENT
OR SIMILAR PARTY OR MATURITY VALUE COST VALUE
------------------------------------------------ --------------------------------------------- ----------- ------------
<S> <C> <C> <C>
CHOICEPOINT INC. Common stock, 279,524 shares $ 1,918,584 $ 13,347,271
----------- ------------
* EQUIFAX INC. Common stock, 3,471,171 shares 22,820,439 123,009,622
----------- ------------
COMMON/COLLECTIVE TRUST FUND:
* Fidelity Group Trust for Employee Benefit Plans Managed Income Portfolio, 16,582,510 shares 16,582,510 16,582,510
----------- ------------
MONEY MARKET FUNDS:
* Fidelity Money Market Trust Retirement Government Money Market Portfolio,
5,067,583 shares 5,067,583 5,067,583
* Fidelity Institutional Cash Portfolio 2,334,617 2,334,617
----------- ------------
7,402,200 7,402,200
----------- ------------
SHARES OF REGISTERED INVESTMENT COMPANIES:
* Fidelity Institutional Trust Spartan(R) U.S. Equity Index Fund, 561,042 shares 13,314,219 19,625,266
* Fidelity Concord Street Trust Fidelity U.S. Bond Index Fund, 155,055 shares 1,655,130 1,673,039
* Fidelity Charles Street Trust Fidelity Asset Manager(TM), 358,409 shares 5,712,913 6,576,817
* Fidelity Charles Street Trust Fidelity Asset Manager: Income, 110,581 shares 1,262,934 1,346,871
* Fidelity Charles Street Trust Fidelity Asset Manager: Growth, 598,581 shares 9,333,341 11,061,779
* Fidelity Capital Trust Fidelity Value Fund, 27,497 shares 1,598,970 1,485,937
* Fidelity Puritan Trust Fidelity Low-Priced Stock Fund, 87,200 shares 2,063,338 2,191,345
----------- ------------
34,940,845 43,961,054
----------- ------------
$83,664,578 $204,302,657
=========== ============
</TABLE>
*Represents a party in interest.
The accompanying notes are an integral part of this schedule.
<PAGE>
SCHEDULE II
EQUIFAX INC. EMPLOYEES 401(K)
RETIREMENT AND SAVINGS PLAN
ITEM 27D--SCHEDULE OF REPORTABLE TRANSACTIONS (A)
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
CURRENT VALUE
OF ASSET ON
PURCHASE SELLING COST OF TRANSACTION
IDENTITY OF PARTY INVOLVED AND DESCRIPTION OF ASSET PRICE PRICE ASSET DATE NET GAIN
--------------------------------------------------- ----------- ----------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C>
* EQUIFAX INC. COMMON STOCK:
Purchased (9 transactions) $ 7,099,456 $ 0 $ 0 $ 0 $ 0
Sold (122 transactions) 0 51,576,432 29,111,814 51,576,432 22,464,618
* FIDELITY MANAGED INCOME PORTFOLIO:
Purchased (240 transactions) 8,466,224 0 0 0 0
Sold (241 transactions) 0 36,787,874 36,787,874 36,787,874 0
* FIDELITY INSTITUTIONAL CASH PORTFOLIO:
Purchased (126 transactions) 31,489,074 0 0 0 0
Sold (229 transactions) 0 31,837,486 31,837,486 31,837,486 0
</TABLE>
*Represents a transaction with a party in interest.
(a) Represents transactions or a series of transactions in securities of the
same issue in excess of 5% of the current value of plan assets at the
beginning of the year.
The accompanying notes are an integral part of this schedule.
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
--------
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned thereunto duly authorized.
EQUIFAX INC. 401(k) RETIREMENT AND
SAVINGS PLAN
Date: June ___, 1998 By: /s/ David A. Post
-------------------------
David A. Post
Corporate Vice President and
Chairman of the Retirement and
Group Benefit Plans Investment
and Administrative Committee
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number
- ------
23 Written Consent of Independent Public Accountants
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report, included in this Form 11-K, into Equifax Inc.'s previously filed
Registration Statement File on Form S-8, File No. 33-58627.
/S/ Arthur Andersen LLP
Atlanta, GA
June 23, 1998
