SecProbe.io

CORRESP
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filename1.htm

    Unassociated Document

    May 25,
2010

    Mr. Larry
Spirgel

    Assistant
Director

    Division
of Corporation Finance

    United
States Securities and Exchange Commission

    100 F
Street, N.E.

    Mail Stop
3720

    Washington,
D.C.  20549

                    RE:

                    Equifax
      Inc.

                    Form
      10-K for the Year Ended December 31, 2009

                    Filed
      February 23, 2010

                    Definitive
      Proxy Statement on Schedule 14A

                    Filed
      March 24, 2010

                    File
      No. 001-06605

    Dear Mr.
Spirgel:

    We have
reviewed the comment letter dated May 11, 2010 from the staff (“Staff”) of the
Securities and Exchange Commission related to the above-mentioned definitive
proxy statement filing by Equifax Inc. (the “Company”).  We are
providing the following response.  To assist your review, we have
included the text of the Staff’s comment below in italicized type.

    Form 10-K for the Year Ended
December 31, 2009

    Definitive Proxy
Statement

              1.

              We
      note your disclosure in response to Item 402(s) of Regulation
      S-K.  Please describe the process you undertook to reach the
      conclusion that disclosure is not
necessary.

    Company
Response:

     As
part of its oversight of the Company’s employee compensation programs and
practices, the Compensation, Human Resources & Management Succession
Committee (the “Committee”) of the Board of Directors of the Company considered
the impact of these programs, and the incentives created by compensation awards,
to determine whether such programs and practices might encourage inappropriate
risk-taking that would be reasonably likely to have a material adverse effect on
the Company.  The Committee considered the performance objectives and
target levels used in connection with incentive programs and factors that may
reduce the likelihood of excessive risk-taking.

    Mr. Larry Spirgel

    Securities and Exchange Commission

    May 25, 2010

    Page 2 of 3

     In
reaching its conclusion that disclosure is not necessary under Item 402(s) of
Regulation   S-K, the Committee noted that the Company has
adequate controls in place to ensure that the overall compensation program
incentives are reasonable and balanced, aligned to appropriate performance
measures, and produce results that are both substantive and
sustainable.  The Committee noted, among other factors, the following
risk mitigation features of the Company’s compensation plans and
practices:

              ·

              An
      assortment of vehicles for delivering compensation, both fixed and
      variable, and including cash and equity based measures with different time
      horizons, to focus executives on specific objectives that help the Company
      achieve its business plan and create alignment with long-term shareholder
      interests.

              ·

              Diversification
      of incentive-related risk by employing a variety of performance measures,
      including a balanced weighting of the various performance measures to
      avoid excessive attention to the achievement of one measure over
      another.  The Annual Incentive Plan (AIP) for senior executives
      and other key employees, for example, places more relative weight on
      adjusted earnings per share performance—a measure of operational
      discipline and performance—compared to operating revenue performance to
      ensure that management will be focused on increasing revenue without
      sacrificing margin and
profitability.

              ·

              AIP
      financial goals are set by the Committee based on the Company’s strategic
      goals and performance expectations for the ensuing year; key risks to the
      business strategy are reviewed by the full Board as part of the Company’s
      annual long-term planning process and annual budget setting
      process.

              ·

              AIP
      awards do not include highly leveraged payout curves or uncapped payouts,
      or have unreasonable goals or thresholds and steep payout cliffs at
      certain performance levels that may encourage short-term business
      decisions to meet payout
thresholds.

              ·

              AIP
      awards for named executive officers with Company-wide responsibilities are
      based on overall Company performance; incentive compensation for business
      unit leaders and other key employees includes overall Company performance
      goals in addition to appropriate and sustainable business unit revenue and
      operating income performance goals.

              ·

              Management
      processes to oversee risk associated with incentive compensation include,
      but are not limited to, frequent business performance reviews by
      management and regular quarterly business performance reviews by the
      Board, the Audit Committee of the Board, and the Company’s internal audit
      and disclosure committees.

              ·

              The
      Company’s U.S. and international sales commission and other employee
      incentive programs have been redesigned over the past several years to
      have a more common structure and to ensure that sales are profitable
      without the assumption of undue risk.  In general, commission
      payments are subject to caps, prepayment review and downward discretion by
      the Company, and also may be recovered by the Company in the event of
      error or fraud.

    Mr. Larry Spirgel

      Securities and Exchange Commission

      May 25, 2010

      Page 3 of 3

              ·

              The
      Committee has implemented procedures designed to assure the independence
      of its outside compensation
consultant.

              ·

              The
      Committee has downward discretion to adjust incentive program payouts, and
      the compensation recovery policy allows the Company to “claw back”
      payments made using materially inaccurate financial
    results.

              ·

              Executive
      officers are subject to meaningful stock ownership guidelines to ensure
      that they are focused on the long-term performance of the
      Company.  Officers and other employees who receive equity awards
      are subject to formal stock and stock option grant
    procedures.

    *    *    *

    As
requested by the Commission, the Company acknowledges that:

              ·

              The
      Company is responsible for the adequacy and accuracy of the disclosure in
      its filings;

              ·

              Staff
      comments or changes to disclosure in response to Staff comments do not
      foreclose the Commission from taking any action with respect to the
      filings; and

              ·

              The
      Company may not assert Staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

    Please
direct any questions or comments to me at (404) 885-8045.  My fax
number is (404) 885-8522.

    Sincerely,

    /s/ Dean C.
Arvidson

    Dean C.
Arvidson

    Senior
Vice President, Deputy General Counsel and

    Corporate
Secretary

            cc:

              Richard
      F. Smith, Chairman and Chief Executive Officer

              Lee Adrean, Corporate Vice President and Chief Financial
      Officer

              Kent E. Mast, Corporate Vice President and Chief Legal
      Officer

              Nuala M. King, Senior Vice President and Corporate
      Controller