Equifax 2004 Annual Report Download - page 67

N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
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9.฀SHAREHOLDERS’฀EQUITY
Rights Plan.
In 1995, our Board of Directors adopted a
Shareholder’s Rights Plan (“Rights Plan”). Our Rights Plan
contains provisions to protect our shareholders in the event
of an unsolicited offer to acquire us, including offers that
do not treat all shareholders equally, the acquisition in the
open market of shares constituting control without offering
fair value to all shareholders and other coercive, unfair or
inadequate takeover bids and practices that could impair the
ability of our Board to represent shareholders’ interests fully.
Pursuant to the Rights Plan, our Board declared a dividend
of one Share Purchase Right for each outstanding share of
our common stock, with distribution to be made to share-
holders of record as of November 24, 1995. The Rights,
which will expire in November 2005 unless renewed by
the Board of Directors, initially will be represented by,
and traded together with, our 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 our common
stock by a person or group of affi liated or associated per-
sons. Unless previously redeemed, upon the occurrence of
one of the specifi ed 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 dis-
counted price.
Treasury Stock.
During 2004, 2003 and 2002, we
repurchased 5.4 million, 4.2 million and 2.9 million of our
common shares through open market transactions at an
aggregate investment of $138.0 million, $95.0 million and
$72.5 million, respectively. In addition to the remaining
authorized shares from our Board of Directors’ previous
authorization in February 2002, the Board authorized an
additional $250.0 million in share repurchases in August
2004. At December 31, 2004, approximately $239.3 million
remained available for future purchases from prior authoriza-
tions of our Board of Directors.
Stock Options.
Our shareholders have approved several
stock option plans which provide that qualifi ed and non-
qualifi ed options may be granted to offi cers and employees.
Our Board of Directors has also approved a nonqualifi ed
stock option plan that cannot be used to grant shares to
directors or executive offi cers. In addition, options remain
outstanding under two plans from which no new grants
may be made, one of which was approved by shareholders.
In October 2004, the Board of Directors approved that
authorized grants would only be made from shareholder
approved plans, resulting in cancellation of shares previously
available for future grants. 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
three 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, 2004, there
were 1.4 million shares available for future option grants
and restricted stock awards.
A summary of changes in outstanding options and the related weighted-average exercise price per share is shown in the
following table:
(shares in thousands)
2004
2003 2002
Average
Average Average
Shares Price
Shares Price Shares Price
Balance, December 31, 2003
11,126 $19.65
10,554 $18.47 10,824 $16.35
Granted (all at market price)
935 25.70
2,984 21.06 2,398 25.05
Cancelled
(270) 20.17
(738) 21.53 (354) 18.74
Exercised
(2,307) 17.47
(1,674) 13.93 (2,314) 15.31
Balance, December 31, 2004
9,484 $20.76
11,126 $19.65 10,554 $18.47
Exercisable at end of year
7,891 $20.16
9,076 $19.14 8,217 $17.58