Equifax 2001 Annual Report Download - page 48

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by, and traded together with, the Company’s
common stock. The Rights are not currently
exercisable and do not become exercisable
unless certain triggering events occur. Among
the triggering events is the acquisition of 20%
or more of the Company’s common stock by a
person or group of affiliated or associated per-
sons. Unless previously redeemed, upon the
occurrence of one of the specified triggering
events, each Right that is not held by the 20% or
more shareholder will entitle its holder to pur-
chase one share of common stock or, under
certain circumstances, additional shares of
common stock at a discounted price.
Treasury Stock and Employee Benefits Trusts
During 2001, 2000, and 1999, the Company
repurchased 2.15 million, 0.3 million, and 6.9 mil-
lion of its own common shares through open
market transactions at an aggregate investment
of $49.5 million, $6.5 million, and $210.2 million,
respectively. At December 31, 2001, approxi-
mately $45 million remained available for future
purchases, and at its February 2002 meeting, the
Company’s Board of Directors authorized an addi-
tional $250 million for share repurchases. During
2000, the Company reissued 0.3 million treasury
shares in connection with an acquisition (Note 3).
In 1993, the Company established the Equifax Inc.
Employee Stock Benefits Trust to fund various
employee benefit plans and compensation pro-
grams and transferred 6.2 million treasury shares
to the Trust. In 1994 and 2000, the Company trans-
ferred 0.6 million and 1.5 million treasury shares,
respectively, to two other employee benefits trusts.
Shares held by the trusts are not considered
outstanding for earnings per share calculations
until released to the employee benefit plans or
programs. During 2001 and 2000, 48,593 shares
and 39,830 shares, respectively, were used for
various employee incentive programs. In 1999,
364,354 shares were used, with 304,183 shares
contributed to the Company’s U.S. Retirement
Plan and 60,171 shares used for various
employee incentive programs.
Stock OptionsThe Company’s shareholders
have approved several stock option plans which
provide that qualified and nonqualified options
may be granted to officers and employees. The
Company’s Board of Directors has also approved
a nonqualified stock option plan that cannot be
used to grant shares to directors or executive
officers. All plans require that options be granted
at exercise prices not less than market value on
the date of grant. Generally, options vest over
periods of up to four years and are exercisable
for ten years from grant date. Certain of the
plans also provide for awards of restricted
shares of the Company’s common stock. At
December 31, 2001, there were 5.5 million shares
available for future option grants and restricted
stock awards.
The number of options outstanding and
their exercise prices were adjusted in July 2001
pursuant to a formula as a result of the spin-
off of Certegy. The adjustment increased the
number of options outstanding in 2001 by
approximately 2.1 million shares. A summary
of changes in outstanding options and the
related weighted average exercise price per
share is shown in the following table:
2001 2000 1999
Average Average Average
(Shares in thousands) Shares Price Shares Price Shares Price
Balance, beginning of year 9,698 $25.22 10,563 $24.14 7,820 $22.40
Adjustment due to spin-off 2,055 –––––
Granted (all at market price) 2,680 $28.27 1,841 $22.39 3,924 $27.62
Canceled (1,171) $22.25 (924) $28.75 (591) $34.42
Exercised (2,353) $16.91 (1,782) $13.70 (590) $13.39
Balance, end of year 10,909 $16.37 9,698 $25.22 10,563 $24.14
Exercisable at end of year 7,743 $15.66 6,069 $22.13 5,165 $17.95