Equifax 2002 Annual Report Download - page 58

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Among the triggering events is the acquisition of 20% or more of
our common stock by a person or group of affiliated or associated
persons. 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 purchase 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 2002,
2001, and 2000, we repurchased 2.9 million, 2.2 million, and
0.3 million of our own common shares through open market trans-
actions at an aggregate investment of $72.5 million, $49.5 million,
and $6.5 million, respectively. At its February 2002 meeting, our
Board of Directors authorized an additional $250.0 million in share
repurchases. At December 31, 2002, approximately $222.2 million
remained available for future purchases from prior authorizations
of our Board of Directors.
In 1993, we established the Equifax Inc. Employee Stock Benefits
Trust to fund various employee benefit plans and compensation
programs and transferred 6.2 million treasury shares to the Trust.
In 1994 and 2000, we transferred 0.6 million and 1.5 million trea-
sury shares, respectively, to two other employee benefits trusts.
Shares held by the trusts are not considered outstanding for earn-
ings per share calculations until released to the employee benefit
plans or programs. During 2002, 2001, and 2000, 752,178 shares,
48,593 shares and 39,830 shares, respectively, were used for
various employee incentive and stock option programs.
Stock Options Our shareholders have approved several stock
option plans which provide that qualified and nonqualified options
may be granted to officers and employees. Our Board of Directors
has also approved a nonqualified stock option plan that cannot be
used to grant shares to directors or executive officers. In addition,
options remain outstanding under two plans from which no new
grants may be made, one which was approved by shareholders.
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 our common stock. At December 31, 2002,
there were 4.5 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 sum-
mary of changes in outstanding options and the related weighted-
average exercise price per share is shown in the following table:
54
2002 2001 2000
Average Average Average
(Shares in thousands) Shares Price Shares Price Shares Price
Balance, beginning of year 10,909 $16.37 9,698 $25.22 10,563 $24.14
Adjustment due to spin-off ––2,055 – – –
Granted (all at market price) 2,388 25.06 2,680 28.27 1,841 22.39
Canceled (414) 18.41 (1,171) 22.25 (924) 28.75
Exercised (2,314) 15.31 (2,353) 16.91 (1,782) 13.70
Balance, end of year 10,569 18.48 10,909 16.37 9,698 25.22
Exercisable at end of year 8,232 $17.59 7,743 $15.66 6,069 $22.13
The following table summarizes information about stock options outstanding at December 31, 2002 (shares in thousands):
Options Outstanding Options Exercisable
Weighted-Average Remaining Weighted-Average Weighted-Average
Range of Exercise Prices Shares Contractual Life in Years Exercise Price Shares Exercise Price
$5.14 to $14.47 3,410 5.3 $12.22 3,310 $12.21
$14.58 to $19.35 2,692 6.9 17.13 2,012 17.16
$19.39 to $25.50 4,176 7.5 23.76 2,650 23.56
$25.75 to $37.25 291 5.0 28.55 260 28.63
10,569 6.6 18.48 8,232 $17.59