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  **UNITED STATES SECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549** **Form 10-K****FOR ANNUAL AND TRANSITION REPORTS PURSUANT TOSECTIONS 13 OR 15(d)****OF THE SECURITIES EXCHANGE ACT OF 1934**   (Mark One)  þ     **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE    SECURITIES EXCHANGE ACT OF 1934**   **For the fiscal year ended December 31, 2004** **or** **o** **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE    SECURITIES EXCHANGE ACT OF 1934**   **For the transition period    from          to****Commission file number 1-13069** **ChoicePoint Inc.***(Exact Name of Registrant as Specified in Its Charter)*   **Georgia** **58-2309650***(State or Other Jurisdiction of* *(I.R.S. Employer**Incorporation or Organization)* *Identification No.)* **1000 Alderman Drive** **30005****Alpharetta, Georgia** *(Zip Code)**(Address of Principal Executive Offices)*  **(770) 752-6000****(Registrant’s Telephone Number, Including Area Code)****Securities Registered Pursuant to Section 12(b) of theAct:**   **Title of Each Class** **Name of Each Exchange on Which Registered**       Common Stock, par value $.10 per share     New York Stock Exchange**Securities Registered Pursuant to Section 12(g) of theAct:****None**     Indicate by check mark whether the registrant: (1) hasfiled all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past90 days.     Yes þ          No o     Indicate by check mark if disclosure of delinquent filerspursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best ofRegistrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of thisForm 10-K or any amendment to thisForm 10-K     o     Indicate by check mark whether the registrant is an acceleratedfiler (as defined in Exchange ActRule 12b-2).     Yes þ          No o     The aggregate market value of the voting stock held bynon-affiliates of the Registrant as of June 30, 2004:$3,985,791,120 (based on the closing sale price of theRegistrant’s Common Stock on that date as reported on theNew York Stock Exchange).     Indicate the number of shares outstanding of each of theregistrant’s classes of common stock, as of the latestpracticable date: 89,967,399 shares of Common Stock, parvalue $.10 per share, outstanding as of February 28,2005.**DOCUMENTS INCORPORATED BY REFERENCE**     Portions of ChoicePoint Inc.’s Proxy Statement relating tothe 2005 Annual Meeting of Shareholders are incorporated hereinby reference in Part III, Items 10, 11, 12, 13and 14.     Portions of ChoicePoint Inc.’s Annual Report toShareholders for the year ended December 31, 2004 areincorporated herein by reference in Parts II and IV.  

**TABLE OF CONTENTS**            **Page**                    Part I  3       Item 1.      Business  3       Item 2.      Properties  11       Item 3.      Legal Proceedings  11       Item 4.      Submission of Matters to a Vote of Security    Holders  13       Item X      Executive Officers of the Registrant  13                Part II  14       Item 5.      Market for the Registrant’s Common    Equity, Related Stockholder Matters and Issuer Purchases of    Equity Securities  14       Item 6.      Selected Financial Data  14       Item 7.      Management’s Discussion and Analysis    of Financial Condition and Results of Operations  15       Item 7A.      Quantitative and Qualitative Disclosures    About Market Risk  19       Item 8.      Financial Statements and Supplementary    Data  20       Item 9.      Changes in and Disagreements with    Accountants on Accounting And Financial Disclosure  20       Item 9A.      Controls and Procedures  20       Item 9B.      Other Information  21                Part III  21       Item 10.      Directors and Executive Officers of the    Registrant  21       Item 11.      Executive Compensation  21       Item 12.      Security Ownership of Certain Beneficial    Owners and Management and Related Stockholder Matters  21       Item 13.      Certain Relationships and Related    Transactions  22       Item 14.      Principal Accountant Fees and Services  22                Part IV  22       Item 15.      Exhibits and Financial Statement    Schedule  22      Signatures  27  EX-4.2 AMENDMENT NO.1 TO THE RIGHTS AGREEMENT EX-10.14 ADDENDUM TO THE CHOICEPOINT INC. 2003 OMNIBUS INCENTIVE PLAN EX-10.20 REVOLVING CREDIT AGREEMENT EX-10.21 FIRST AMEDMENT TO THE REVOLVING CREDIT AGREEMENT EX-10.23 FIRST AMENDMENT TO THE MASTER AGREEMENT EX-10.24 SECOND AMENDMENT TO THE MASTER AGREEMENT EX-10.26 FOURTH AMENDMENT TO THE MASTER AGREEMENT EX-10.29 FIRST AMENDMENT TO THE GEORGIA LEASE SUPPLEMENT EX-10.30 SECOND AMENDMENT TO THE GEORGIA LEASE SUPPLEMENT EX-10.34 FIRST AMENDMENT TO AMENDED AND RESTATED MASTER AGREEMENT EX-13 THE COMPANY'S 2004 ANNUAL REPORT TO SHAREHOLDERS EX-21 SUBSIDIARIES OF THE COMPANY EX-23 CONSENT OF DELOITTE & TOUCHE LLP EX-31.1 CERTIFICATION OF DEREK V. SMITH, CHIEF EXECUTIVE OFFICER EX-31.2 CERTIFICATION OF STEVEN W. SURBAUGH, CHIEF FINANCIAL OFFICER EX-32.1 CERTIFICATION OF DEREK V. SMITH, CHIEF EXECUTIVE OFFICER EX-32.2 CERTIFICATION OF STEVEN W. SURBAUGH, CHIEF FINANCIAL OFFICER EX-99.1 INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULE     This Form 10-K and other statements issued or made fromtime to time by ChoicePoint Inc. or its management containstatements which may constitute “Forward-LookingStatements” within the meaning of the Securities Act of1933, as amended, and the Securities Exchange Act of 1934, asamended by the Private Securities Litigation Reform Act of 1995.Those statements and information are based on management’sbeliefs, plans, expectations and assumptions and on informationcurrently available to ChoicePoint. The words “may,”“should,” “expect,” “anticipate,”“intend,” “plan,” “continue,”“believe,” “seek,” “project,”“estimate” and similar expressions used in this reportthat do not relate to historical facts are intended to identifyforward-looking statements.     The forward-looking statements in this report are not guaranteesof future performance and involve certain risks, uncertaintiesand assumptions. Such risks, uncertainties and assumptionsinclude, but are not limited to those described in Item 7,“Management’s Discussion and Analysis of FinancialCondition and Results of Operations — RiskFactors.” Many of such factors are beyondChoicePoint’s ability to control or predict. As a result,ChoicePoint’s future actions, financial position, resultsof operations and the market price of ChoicePoint’s commonstock could differ materially from those expressed in anyforward-looking statements made by ChoicePoint. Do not put unduereliance on forward-looking statements. ChoicePoint does notintend to publicly update any forward-looking statements thatmay be made from time to time by, or on behalf of, ChoicePoint,whether as a result of new information, future events orotherwise.
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**PART I****Item 1.*****Business*****General**     ChoicePoint Inc., a Georgia corporation (“ChoicePoint”or the “Company”), was incorporated in 1997. Over thepast seven years, ChoicePoint has transformed from apredominately manually-driven and insurance customer-focusedasset base into the diversified, technology driven, dataintensive business it is today. Given the unique data,analytical and distribution capabilities, ChoicePoint is theleading provider of identification and credential verificationservices for making smarter decisions in a world challenged byincreased risks. Serving the needs of business, government,non-profit organizations and consumers, ChoicePoint works tocreate a safer and more secure society through the responsibleuse of information.     Based on market share, ChoicePoint is a leading provider of riskmanagement and fraud prevention information and relatedtechnology solutions to the insurance industry. The Company alsooffers risk management and fraud prevention solutions toorganizations in other industries. The Company operates itsbusiness through four primary service groups: InsuranceServices, Business Services, Government Services and MarketingServices.     The Insurance Services group provides information products andservices used in the underwriting and claims processes byproperty and casualty (“P&C”) insurers. InsuranceServices’ major offerings to the personal lines P&Cmarket include claims history data, motor vehicle records(“MVR”), accident report records, credit informationand modeling services. For the commercial insurance market,ChoicePoint provides customized policy rating and issuancesoftware and business outsourcing services. The Company alsoprovided property inspections and audits to the commercialinsurance market until the sale of this business in February2003.     The Business Services group provides information products andservices to Fortune 1000 corporations, consumer financecompanies, asset-based lenders, legal and professional serviceproviders, health care service providers, non-profitorganizations, small businesses, and consumers. Major offeringsinclude pre-employment background screenings and drug testingadministration services, public filing searches, vital recordservices, tenant screening services, credential verification,due diligence information, Uniform Commercial Code searches andfilings, authentication services, mortgage fraud credentialingservices and people and shareholder locator informationservices. ChoicePoint announced on March 4, 2005 that theCompany will discontinue the sale of certain informationservices that contain sensitive consumer data, including socialsecurity and driver’s license numbers, except 1) wherethere is a specific consumer driven transaction or benefit,2) where authentication or fraud prevention tools areprovided to large accredited corporate customers with existingconsumer relationships or 3) where the services supportfederal, state or local government and criminal justicepurposes. These changes will have an impact on the scope ofservices offered to some customers through our Business Servicesgroup and the availability of information services in certainmarket segments, particularly small businesses. These changesare being made in response to the matters discussed under thecaption “Illegal Data Access” in this Item 1 ofthis report.     Industry leading data, analytic and platform tools enable theGovernment Services group to provide information products andservices to federal, state and local governmental and lawenforcement agencies. Major offerings include DNA identificationservices, background screenings and drug testing administrationservices, public filing searches, credential verification,authentication services, data visualization, analytics and dataintegration services. Subsequent to December 31, 2004 andas a result of the Company’s acquisition of i2 Limited, aCambridge, UK-based provider of visual investigative and linkanalysis software, ChoicePoint expanded its offerings ofnon-data related services into international markets.     The Marketing Services group provides direct marketing servicesto Fortune 1000 corporations, insurance companies and financialinstitutions. Marketing Services offers a full complement ofproducts including data, analytics, teleservices, database andcampaign management services, as well as print, Web andfulfillment services.
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     ChoicePoint’s strategic goal is to be the leading providerof enhanced information services to a broad range of industries.The Company is continuing to expand its data distribution, datagathering and technological capabilities, and believes that itis positioned to offer a variety of new products to a diverseset of industries. The Company intends to accomplish its goalsby expanding its presence in business and government markets,pursuing acquisitions and strategic alliances, developing andenhancing key technological capabilities, developing newproducts and services and maintaining solid financialperformance.**Strategic Acquisitions, Divestitures and Alliances**     The Company’s acquisition strategy is to purchase orpartner with organizations that add new data, markets andtechnology to ChoicePoint’s operations.     In February 2004, ChoicePoint acquired The Templar Corporation,a provider of advanced and secure information technologysolutions.     In March 2004, ChoicePoint acquired iMapData.com, Inc., aninformation and analytics company with data visualizationcapabilities.     In April, 2004 ChoicePoint acquired the assets of ADREMProfiles, Inc., Government Business Services, L.L.C. andAdvanced Information Resources, providers of pre-employmentscreening services, the assets of Service Abstract Corp., aprovider of public filings information on liens and judgments,the assets of Superior Information Services, LLC, a provider ofpublic filings information for bankruptcies, civil judgments andfederal and state tax liens and the assets of Charles Jones,LLC, a supplier of title and property lien searches.     In May 2004, the Company purchased the assets of InvestigationTechnologies, LLC, doing business as Rapsheets, which providescomputerized criminal records.     In August, 2004, ChoicePoint acquired certain assets of AIGTechnologies, Inc., a software and software maintenance provider.     In October 2004, the Company acquired InsurQuote, Inc., aleading provider of insurance rating solutions to the propertyand casualty carrier markets.     In December 2004, the Company acquired Priority Data Systems,Inc., which develops comparative rating software solutions tothe independent insurance agency market, and the assets ofUSAHire, LLC, an applicant screening software provider.     In January 2005, ChoicePoint acquired i2 Limited, a provider ofvisual investigative and link analysis software forintelligence, law enforcement, military and large commercialapplications.     In February 2003, the Company sold its CP Commercial Specialists(“CPCS”) division, a provider of property inspectionsand audits to the commercial insurance market.
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**Products and Customers**     As indicated above, the Company operates through four primaryservice groups: Insurance Services, Business Services,Government Services and Marketing Services. The Company’sbusiness is not materially seasonal. The following tablereflects the revenue generated by each of ChoicePoint’sfour primary service groups, and from the royalty and divestedand discontinued product lines, from 2002 through 2004 and thepercentage contribution by each group to ChoicePoint’srevenue for each such year. The royalty revenue is generatedfrom laser technology patents held by the Company. Certainpatents underlying this revenue expired in November 2004 and theremaining patent will expire in May 2005, at which time royaltyrevenue from these patents will cease. Due to changes inaccounting rules in 2002, CPCS is reported as discontinuedoperations and its revenues are excluded from the amounts below.**Historical Revenue by Service Group**                            **December 31, 2004** **December 31, 2003** **December 31, 2002**         **Amount** **%** **Amount** **%** **Amount** **%**                 Insurance Services $352,725   40% $309,124   41% $270,282   39%    Business Services(1)  349,881   40   276,148   37   239,363   35     Government Services  83,934   9   63,335   8   69,398   10     Marketing Services  93,389   11   96,642   13   105,833   15     Royalty  4,504   —   5,102   1   5,855   1     Divested and discontinued  —   —   —   —   72   —                        Service revenue  884,433   100%  750,351   100%  690,803   100%    Reimbursable expenses  34,280       45,395       38,520                             Total revenue $918,713      $795,746      $729,323                         (1)     As announced on March 4, 2005, the Company will discontinue    the sale of certain services offered by its Business Services    group.     *Insurance Services.* ChoicePoint provides underwritinginformation to property and casualty insurance companies in theUnited States. Personal lines property and casualty insuranceservices include underwriting and claims information, such asmotor vehicle reports, accident report records, theCompany’s Comprehensive Loss Underwriting Exchange(“C.L.U.E.®”) and Current Carrier® databaseservices, vehicle registration services, credit reports,modeling services, ChoicePointLink® (insurance agentsoftware), and driver’s license information. C.L.U.E. is aproprietary database comprised of claims information contributedby major insurance underwriters (and accessed by those sameunderwriters) which enables them to underwrite in the auto andhome insurance markets. Current Carrier is a proprietarydatabase comprised of information regarding current and previousinsurance coverage and possible lapses in auto and propertycoverage. ChoicePoint’s proprietary ChoicePointRulestmsystem automates customer-specific decision making criteria toprovide property and casualty insurance underwriters withdecision management tools that streamline and reduce the cost ofthe underwriting process. This service group offers informationdelivery services to its clients using system-to-system andInternet communications. ChoicePoint also provides modelingservices to the personal lines property and casualty market anddevelopment of high-end customized application rating andissuance software for commercial customers. The Company alsooffers customized policy rating, issuance and administrationsoftware and related business outsourcing services to thecommercial insurance market. Until the sale of the CPCS group inFebruary 2003, ChoicePoint provided other services to thecommercial property and casualty insurance market, whichincluded commercial inspections for underwriting purposes andworkers compensation audits of commercial properties.     *Business Services.* In addition to serving the propertyand casualty insurance markets, ChoicePoint provides informationproducts and services to Fortune 1000 corporations, consumerfinance companies, asset-based lenders, legal and professionalservice providers, health care service providers, non-profitorganizations, small businesses and consumers. For instance, theCompany provides information and services to customers in
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a variety of industries for use in the hiring and employeeregulatory compliance process, including:(1) pre-employment background screenings, which includecredit and driving record checks, prior employment verification,education and licensing verification and criminal recordsearches; (2) comprehensive drug screening programmanagement and administration and due diligence and credentialverification services to legal and professional serviceproviders; (3) tenant screening services;(4) volunteer screening services; (5) authenticationservices and (6) mortgage credentialing services. TheCompany provides online and on-demand searches and filings ofpublic records, including Uniform Commercial Code searches andfilings, bankruptcy, lien and judgment searches, regulatorycompliance services, searches of partnership and corporationfiling records, and criminal record searches to assistorganizations and lending institutions in managing potentialrisk exposure. The Company also provides services thatfacilitate ordering certified vital records such as birth,death, marriage and divorce certificates. ChoicePoint announcedon March 4, 2005 that the Company will discontinue the saleof information services that contain sensitive consumer data,including social security and driver’s license numbers,except 1) where there is a specific consumer driventransaction or benefit, 2) where authentication or fraudprevention tools are provided to large accredited corporatecustomers with existing consumer relationships or 3) wherethe services support federal, state or local government andcriminal justice purposes. These changes will have an impact onthe scope of services offered to some customers through ourBusiness Services group and the availability of informationservices in certain market segments, particularly smallbusinesses. These changes are being made in response to thematters discussed under the caption “Illegal DataAccess” in this Item 1 of this report.     *Government Services.* The Company also provides enhancedinformation services to government agencies, such as uncoveringownership of hidden assets, locating individuals and providingleads for criminal and civil investigations, assisting withhomeland security initiatives and providing information tocertain Medicare and Medicaid providers and provider applicantsto assist in identifying and reducing health care fraud, DNAidentification services, background screenings and drug testingadministration services, public filing searches, credentialverification, authentication services and data visualization andanalytics services.     *Marketing Services.* ChoicePoint also provides directmarketing and database marketing services to Fortune 1000corporations, insurance companies and financial institutions.Marketing Services offers a full complement of productsincluding data, analytics, teleservices, database and campaignmanagement services, as well as Web and fulfillment services.     For additional information regarding these service groups, seeNote 11 to the Consolidated Financial Statementsincorporated by reference into this report.     *Customers.* ChoicePoint’s customer base includessubstantially all domestic insurance companies, many Fortune1000 corporations, non-profit organizations, small businesses,financial institutions, consumers and certain local, state andfederal government agencies. The Company has more than 50,000customers, none of which represented more than 10% of theCompany’s total revenue in 2004.     ChoicePoint’s customers include federal, state, and localgovernments. Government business is subject to many uniquerisks, such as delays in funding, reduction or modification ofcontracts or subcontracts, failure to exercise options, changesin government policies, and the imposition of budgetaryrestraints.     Each of ChoicePoint’s current service groups has thecapability to receive orders for and deliver products andservices through electronic communications. The Company suppliessoftware to customers that wish to access the Company usingprivate networks.**Competition**     The Company operates in a number of geographic and product andservice markets, which are highly competitive. In the InsuranceServices market, ChoicePoint’s property and casualtycompetitors include Trans Union Corporation, FairIsaac & Company, Inc., American Insurance ServicesGroup, a unit of Insurance Services Office, Inc., MetropolitanReporting Bureau, Explorer Information Services and InsuranceInformation Exchange, L.L.C., a unit of Insurance ServicesOffice, Inc., while the Company’s competitors in thecommercial insurance market are Computer Sciences Corporation,CGI Group Inc. and Fiserv, Inc. In
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the Government Services market, ChoicePoint’s competitorsin the automated public filings market currently include theLexis-Nexis service of Reed Elsevier PLC, First DataCorporation, *Insight*America, Inc., The First AmericanCorporation, Merlin Information Services, LocatePLUS HoldingsCorporation and *info*USA Inc. For link analysis services,its competitors are Visual Analytics Inc., Knowledge ComputingCorporation and Xanalys Corporation and for DNA identificationservices, the Company competes with Orchid BioSciences, Inc. andMyriad Genetics Inc. In the Business Services market, theCompany’s competitors in the pre-employment screening anddrug testing services market include Kroll Inc., a wholly ownedsubsidiary of Marsh McLennan Companies, Inc., various securitycompanies and clinical laboratories, including pre-screeningservices of Automatic Data Processing, Inc., First AdvantageCorporation, Total Information Services, a subsidiary of USInvestigations Services, Inc., and Laboratory Corporation ofAmerica Holdings and for tenant screening services, itscompetitors are First Advantage Corporation and RentPort, Inc.The Company’s competitors in the vital records marketinclude USAVital.com, a subsidiary of Backgrounds USA,NationalBirthCertificate.com, Mantech International Corporation,Genesis Systems, Inc. and QS Technologies, Inc. and in thepermit services market the primary competitors are ComdataTransportation Services, a division of Ceridian Corporation andXero-Fax, Inc. Its competitors in database marketing servicesofferings include Acxiom Corporation, Knowledge Base Inc. andHarte-Hanks Communications, Inc. With respect to its offeringsof consumer benefit services such as those provided by itssubsidiary, EquiSearch Services Inc. (“EquiSearch”),the Company competes with Keane Tracers, Inc. and GeorgesonCommunications Corporation. In each of its markets, the Companycompetes on the basis of responsiveness to customer needs, priceand the quality and range of products and services offered.**Sources of Supply**     ChoicePoint’s operations depend upon information derivedfrom a wide variety of automated and manual sources. Externalsources of data include public filings, federal, state and othergovernmental authorities, other information companies and onlinesearch systems. ChoicePoint has no reason to anticipate thetermination of any significant relationships with datasuppliers. However, if material changes in state or federal lawsregulating or prohibiting the distribution of certain data orpublic filings were to occur, the Company’s business,financial position and results of operations could be materiallyadversely affected. In the event that such a termination occurs,the Company believes that it could acquire the data from othersources; however, such termination could have a material adverseeffect on the Company’s financial position or results ofoperations.     ChoicePoint currently maintains databases that containinformation provided and used by insurance underwriters. Theinformation comprising these databases is not owned byChoicePoint, and the participating organizations coulddiscontinue contributing information to the databases. If thiswere to occur, the Company’s financial position and resultsof operations would be materially adversely affected.ChoicePoint believes, however, that such an event is unlikelybecause contributors to the databases depend upon the aggregatedinformation in such databases to conduct their businessoperations. In addition, events described under the caption“Illegal Data Access” in this Item 1 of thisreport may affect relationships with data suppliers, which couldhave a material adverse effect on the Company’s financialposition or results of operations.**Employees**     As of December 31, 2004, ChoicePoint employed approximately5,000 persons, none of whom was unionized and all of whom wereemployed in the United States. As of December 31, 2004,ChoicePoint employed approximately 275 individuals in Hartford,Connecticut in its Insurity facilities and approximately 40employees in White Plains, New York at its EquiSearch officesand approximately 95 employees at Bode Labs in Springfield,Virginia. ChoicePoint has approximately 80 employees at itsVital Chek office in Nashville, Tennessee, and approximately 45employees at the Bridger Systems office in Bozeman, Montana.     The ChoicePoint Precision Marketing group employs approximately65 individuals in Boston, Massachusetts, approximately 240employees in Pensacola, Florida, approximately 215 individualsin Peoria, Illinois, approximately 235 employees inEl Paso, Texas and approximately 275 in Las Cruces, NewMexico.
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     The public filings group employs approximately 30 individuals inSanta Ana, California and about 325 employees in Boca Raton,Florida.     The WorkPlace Solutions group employs approximately 95individuals in St. Petersburg, Florida, 110 employees in Dallas,Texas, 60 employees in Los Angeles, California, approximately135 employees in Charlotte, North Carolina, 45 people in Tampa,Florida, approximately 80 National Safety Alliance employees inNashville, Tennessee, and about 40 employees at its Rapsheetsoffice in Memphis, Tennessee.     There are approximately 45 individuals at the iMapData office inMcLean, Virginia, 105 employees in Trenton, New Jersey at theSuperior Information Services and Charles Jones offices and 105employees in Omaha, Nebraska at the Priority Data Systems office.     In January 2005, the Company acquired i2 Limited, which employsapproximately 200 employees at its headquarters in the UnitedKingdom and 75 employees in its Springfield, Virginia office.     Approximately 1,350 individuals are employed in the Atlanta areain the Company’s headquarters and two branch officelocations. The balance of ChoicePoint’s employees islocated in the Company’s remaining offices throughout theUnited States. ChoicePoint believes that its relations with itsemployees are good.**Proprietary Matters**     ChoicePoint owns a number of trademarks and trade names thatChoicePoint believes are important to its business. Except forthe ChoicePoint trademark and logo, however, the Company is notdependent upon any single trademark or trade name or group oftrademarks or trade names. The current typical duration forfederal trademark registrations is ten years, but each trademarkregistration generally may be renewed an unlimited number oftimes as long as the trademark continues to be used in commerceby the owner of the trademark. Additional trademarks and tradenames used in the Company’s business are registered andmaintained in the U.S. ChoicePoint®, the ChoicePointlogo, ScreenNow®, Current Carrier, VitalChek®,AutoTrackXP® and C.L.U.E. are registered trademarks ofChoicePoint Asset Company, a wholly owned subsidiary of theCompany.     ChoicePoint owns a 62.5% interest in revenue relating to certainpatents involving laser technology, one of which expired inNovember 2004. The remaining patent will expire in May 2005.Upon the expiration of this patent, ChoicePoint loses its rightto exclude others from exploiting the inventions claimedtherein, and accordingly, the obligations of third parties tomake royalty payments will cease.**Illegal Data Access**     On September 27, 2004, the Company found evidence ofsuspicious activity by a few of its small business customers inthe Los Angeles area. ChoicePoint notified law enforcementauthorities in Los Angeles, and they commenced an investigation.These customers opened ChoicePoint accounts by using stolenidentities and altered documents. These small business customerswere able to access information services containing primarilythe following: consumer names, current addresses and formeraddresses, social security numbers, driver’s licensenumbers, other public filings information, including, but notlimited to, bankruptcies, liens and judgments, professionallicenses, and real property data, and in certain cases, creditreports.     The Company understands that a Nigerian citizen pled no contestin California state court in connection with this Los Angelesincident and was sentenced to 16 months in prison.ChoicePoint further understands that law enforcement’sinvestigation of the matter is ongoing.     The Company’s customer procedures include credentialingcustomers prior to granting them access to information services.In addition, in its public filings group, the Company performsrandom audits of previously credentialed customers to assess thepropriety of their use of ChoicePoint information services. Inthe past, the Company has suspended or terminated access toChoicePoint information services when account activity seemsinconsistent with contract expectations and/or when customeraudit efforts fail to resolve concerns regarding account usageor permissible purpose.
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     As the Company did in the recent Los Angeles incident,ChoicePoint has worked with law enforcement on other occasionsof suspicious activity related to customer use of itsinformation services. There have been other instances in whichthe Company has received subpoenas and other inquiries from lawenforcement regarding activities of its customers, whichsometimes related to potentially improper use of ChoicePointinformation services. In some cases, the Company was notprovided either the purpose or conclusions of theseinvestigations. The Company is aware of a limited number of pastinstances that resulted in criminal convictions of certainformer customers for activities involving improper use ofChoicePoint information services.     Based on information currently available, the Company estimatesthat approximately 145,000 consumers from 50 states andother territories may have had their personal informationimproperly accessed as a result of the recent Los Angelesincident and certain other instances of improper access toChoicePoint information services. Approximately 35,000 of theseconsumers are California residents, and approximately 110,000are residents of other states. These numbers were determined byconducting searches of ChoicePoint databases that matchedsearches conducted by customers who the Company believes mayhave had improper access to ChoicePoint information services onor after July 1, 2003, the effective date of the Californianotification law. Because ChoicePoint databases are constantlyupdated, the Company’s search results will never beidentical to the search results of these customers.     The California notification law requires the Company to notifyconsumers of unauthorized acquisition of personal information,including first name or first initial and last name combinedwith social security number, driver’s license number orsimilar unique personal identifiers. The Company has completedmailing notices to approximately 145,000 consumers in all50 states. Substantially all of these notices were sent toconsumers who may have been affected as a result of the recentLos Angeles incident. The Company used the criteria set forth inthe California notification law to determine who to notify ineach of the states. The California notification law permitsalternative methods for notifying consumers when the noticeprovider does not have sufficient contact information. TheCompany will use this alternative method of notice, includingposting a notice on its website at www.choicepoint.com.     ChoicePoint’s review of the recent Los Angeles and othersimilar incidents is ongoing, and the number of potentiallyaffected consumers may increase. However, the Company currentlydoes not anticipate a significant increase to its estimate ofthe number of potentially affected consumers. The Companyintends to provide notice to any additional affected consumerswho are identified through its continuing review.     Absent specific notification from law enforcement personnel,affected consumers or others, the Company cannot determinewhether a particular consumer is a victim of identity theft.Accordingly, ChoicePoint does not know how many of theseconsumers may be actual victims of identity theft. Lawenforcement officials have informed the Company that they haveidentified approximately 750 consumers nationwide where someattempt was made to compromise their identity.     ChoicePoint is taking a variety of steps to assist thepotentially affected consumers that the Company has identifiedto date. In addition to the above-mentioned notices, the Companyhas purchased three-bureau credit reports and a one-year creditmonitoring service for each of these individuals. The Companyhas established a toll-free number for consumers receiving anotice from ChoicePoint. The Company also has urged potentiallyaffected consumers to check their credit reports for suspiciousactivity.***Regulatory and Legislative Matters, Legal Proceedings and    Assessment***     The Company has received a variety of inquiries and requestsfrom state Attorneys General as a result of the recent LosAngeles incident. Generally, these state Attorneys General arerequiring that all affected individuals in each of theirrespective states receive appropriate notice. The Company hasmailed notices to the approximately 145,000 affected consumersidentified to date. In addition, certain state Attorneys Generalhave requested, including by use of subpoena, information anddocuments to determine whether ChoicePoint has violated certainapplicable state laws regarding consumer protection and relatedmatters. The Company intends to cooperate with the stateAttorneys General in connection with these inquiries.
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     ChoicePoint has received notice from the Securities and ExchangeCommission (“SEC”) that the SEC is conducting aninformal inquiry into the circumstances surrounding any possiblerecent identity theft, recent trading in ChoicePoint stock byits Chief Executive Officer and Chief Operating Officer andrelated matters. The Company intends to cooperate and to providethe requested information and documents to the SEC.     In addition, the Federal Trade Commission (“FTC”) isconducting an inquiry into the Company’s compliance withfederal laws governing consumer information security and relatedissues. In particular, the FTC has required the Company toproduce information and documents regarding the Company’scustomer credentialing process and the recent incident in LosAngeles, as well as reported similar previous incidents. TheCompany intends to cooperate with the FTC in connection with itsinquiry.     A number of congressional leaders are calling for hearings andproposing legislative responses in light of increasing concernsover identity theft. For example, the U.S. Senate Banking,Housing and Urban Affairs Committee and the House Energy andCommerce Subcommittee on Commerce, Trade and Consumer Protectionhave held hearings to consider recent identity theft concerns.     The Company is a defendant in a complaint filed onFebruary 18, 2005 in the Superior Court of the State ofCalifornia, County of Los Angeles. The lawsuit alleges, amongother things, violations of California law in connection withthe recent fraud incident in Los Angeles. The plaintiff purportsto bring the lawsuit on behalf of a class of others similarlysituated and seeks injunctive relief and damages in anunspecified amount. The Company intends to defend the lawsuitvigorously.     ChoicePoint is also a defendant in a complaint filed onFebruary 22, 2005 in the U.S. District Court for theCentral District of California. The lawsuit alleges that therecent incident in Los Angeles violates the federal Fair CreditReporting Act (“FCRA”), various California statutesand the privacy rights of the plaintiffs. The plaintiff purportsto bring the lawsuit on behalf of a class of affected personsand seeks an injunction to prevent the Company from disclosingconsumer information improperly and to require ChoicePoint toallow the plaintiffs to be excluded from the Company’sdatabases. The suit also seeks damages of up to $1,000 for eachviolation of the FCRA and unspecified punitive damages. TheCompany intends to defend this lawsuit vigorously.     ChoicePoint is also a defendant in a complaint filed onMarch 8, 2005 in the U.S. District Court for theCentral District of California. The lawsuit alleges that therecent incident in Los Angeles violates the FCRA and theCalifornia Consumer Credit Reporting Agencies Act. The plaintiffpurports to bring the lawsuit on behalf of a class of affectedpersons and seeks an injunction to prevent the Company fromdisclosing consumer information improperly. The suit also seeksactual damages of up to $1,000 for each violation of the FCRAand punitive damages. The Company intends to defend this lawsuitvigorously.     On March 4, 2005, a purchaser of the Company’ssecurities filed a lawsuit against the Company and certain ofits officers in the United States District Court for the CentralDistrict of California. The complaint alleges that thedefendants violated federal securities laws by issuing false ormisleading information in connection with certain eventsdescribed under the heading “Illegal Data Access” inthis report. Since then, additional complaints allegingsubstantially similar claims have been filed by other purchasersof the Company’s securities in the Central District ofCalifornia on March 10, 2005 and in the Northern Districtof Georgia on March 11, 2005. Each of these lawsuitspurports to be filed on behalf of a class of the Company’sshareholders who purchased the Company’s common stockbetween certain specified dates and seeks certification as aclass action and unspecified compensatory damages,attorneys’ fees, costs and other relief. The Company isalso aware that several law firms who specialize in representinginvestors have issued notices to the public informing investorsthat a lawsuit has been filed against the Company and solicitingindividuals who are interested in becoming lead plaintiffs ofthe putative class. These other firms, or other plaintiffs, mayhave already filed or may file in the future substantiallysimilar claims seeking substantially similar relief. The Companyintends to defend vigorously the existing lawsuits and any suchadditional lawsuits.     While the ultimate resolution of the aforementioned cases cannotpresently be determined, an unfavorable outcome in these casescould have a material adverse effect on the Company’sfinancial condition or results of operations.
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     On March 4, 2005, ChoicePoint announced that the Companywill discontinue the sale of certain information services thatcontain sensitive consumer data, including social securitynumbers, except 1) where there is either a specificconsumer driven transaction or benefit, 2) whereauthentication or fraud prevention tools are provided to largeaccredited corporate customers with existing consumerrelationships, or 3) where the services support federal,state or local government and law enforcement purposes. TheCompany cannot currently accurately estimate the total impact onits operating results and financial condition of the customerfraud, related events and the decision to discontinue certainservices. ChoicePoint estimates it will encounter a decline inrevenue from these customers in its public filings business,which could reduce total revenue for the year endedDecember 31, 2005 by $15 to $20 million and may bedilutive to earnings per share by $0.10 to $0.12. The Companywill review various technology investments in this smallbusiness segment as well as other related costs incurred inserving this segment. The Company also will incur incrementalexpenses as a result of the customer fraud and related events,including approximately $2 million for the three-bureaureports and monitoring service for affected consumers identifiedto date. ChoicePoint cannot currently estimate the expenses foradditional legal, consulting and other operating items.**Where You Can Find More Information**     ChoicePoint files annual, quarterly, and current reports, proxystatements, and other information with the Securities andExchange Commission (“SEC”). You may read and copy anymaterials ChoicePoint files with the SEC, at the SEC’sPublic Reference Room at 450 Fifth Street, N.W.,Washington, D.C. 20549. For information on the operation ofthe Public Reference Room, call the SEC at 1-800-SEC-0330. TheSEC maintains an Internet site that contains reports, proxy andinformation statements, and other information regarding issuerssuch as ChoicePoint that file electronically with the SEC athttp://www.sec.gov. The Company makes its annual report onForm 10-K, quarterly reports on Form 10-Q, currentreports on Form 8-K, and all amendments to such reportsfiled pursuant to Section 13(a) or 15(d) of the SecuritiesExchange Act of 1934, as amended, available (free of charge) onor through its Internet Web site, located atwww.choicepoint.com, as soon as reasonably practicable afterthey are filed with or furnished to the SEC.**Item 2.*****Properties***     ChoicePoint’s principal executive offices consist of206,000 square feet of office space and an adjacent datacenter consisting of 200,000 square feet, in Alpharetta,Georgia, a suburb of Atlanta. As of December 31, 2004,ChoicePoint maintained approximately 55 other offices in theUnited States. These offices, all of which are leased, contain atotal of approximately 830,000 square feet of space.Through ChoicePoint Precision Marketing Inc. (“CPM”),ChoicePoint owned four buildings in Peoria, Illinoisrepresenting approximately 180,000 square feet of space.Through Vital Chek, ChoicePoint owns two buildings in Nashville,Tennessee representing approximately 10,000 square feet.The Company ordinarily leases office space of the generalcommercial type for conducting its business.     In January 2005, ChoicePoint completed the sale of two buildingsin Peoria, Illinois owned by CPM that represented approximately35,000 square feet.     In connection with the i2 Limited acquisition in January 2005,ChoicePoint acquired two additional offices in the UnitedStates, three offices in the United Kingdom and one office inCanada, representing a total of 51,000 square feet of space.**Item 3.*****Legal Proceedings***     A class action lawsuit against the Company was filed in theUnited States District Court for the Middle District of Floridaon August 11, 2003 (styled *Fresco, et al. v.Automotive Directions Inc., et al.*) alleging that theCompany has obtained, disclosed and used information obtainedfrom the Florida Department of Highway Safety and Motor Vehicles(“DHSMV”) in violation of the federal Driver’sPrivacy Protection Act (“DPPA”). The plaintiffs seekto represent classes of individuals whose personal informationfrom Florida DHSMV records has been obtained, disclosed and usedfor marketing purposes or other allegedly impermissible uses byChoicePoint without the express written consent of theindividual. A number of the Company’s
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competitors have also been sued in the same or similarlitigation in Florida. ChoicePoint has filed a Motion forSummary Judgment and has joined in a motion for judgment on thepleadings. The complaint seeks certification as a class action,compensatory damages, attorney’s fees and costs, andinjunctive and other relief. The Company intends to defendagainst these actions vigorously.     A class action lawsuit against the Company was filed in theCircuit Court of the First Judicial Circuit, Williamson County,Illinois on June 13, 2002. As amended, the complaintalleges that the Company violated the Illinois Consumer Fraudand Deceptive Practices Act by selling information that itreceived from insurance agent customers through underwritinginquiries as leads (names of individuals seeking insurance) forautomobile and homeowner’s insurance to those sameinsurance agent customers as well as their competitors. Thecomplaint seeks certification as a class action, compensatorydamages, attorney’s fees and costs and injunctive and otherrelief. The Company’s December 31, 2004 balance sheetincludes a liability for the estimated fees and expenses inconnection with the resolution of this matter.     In addition, the Company is involved in the followingproceedings or inquiries that relate to the recent fraudincident involving the Company in Los Angeles, California andrelated matters discussed under “Illegal Data Access”in Item 1 in this report. •     The Company has received a variety of inquiries and requests    from state Attorneys General as a result of the recent Los    Angeles incident. Generally, these state Attorneys General are    requiring that all affected individuals in each of their    respective states receive appropriate notice. The Company has    mailed notices to the approximately 145,000 affected consumers    identified to date. In addition, certain state Attorneys General    have required, including by use of subpoena, information and    documents to determine whether ChoicePoint has violated certain    applicable state laws regarding consumer protection and related    matters. The Company intends to cooperate with the state    Attorneys General in connection with these inquiries.  •     ChoicePoint has received notice from the Securities and Exchange    Commission (“SEC”) that the SEC is conducting an    informal inquiry into the circumstances surrounding any possible    recent identity theft, recent trading in ChoicePoint stock by    its Chief Executive Officer and Chief Operating Officer and    related matters. The Company intends to cooperate and to provide    the requested information and documents to the SEC.  •     In addition, the Federal Trade Commission (“FTC”) is    conducting an inquiry into the Company’s compliance with    federal laws governing consumer information security and related    issues. In particular, the FTC has required the Company to    produce information and documents regarding the Company’s    customer credentialing process and the recent incident in Los    Angeles as well as reported similar previous incidents. The    Company intends to cooperate with the FTC in connection with its    inquiry.  •     The Company is a defendant in a complaint filed on    February 18, 2005 in the Superior Court of the State of    California, County of Los Angeles. The lawsuit alleges, among    other things, violations of California law in connection with    the recent fraud incident in Los Angeles. The plaintiff purports    to bring the lawsuit on behalf of a class of others similarly    situated and seeks injunctive relief and damages in an    unspecified amount. The Company intends to defend the lawsuit    vigorously.  •     The Company is also a defendant in a complaint filed on    February 22, 2005 in the U.S. District Court for the    Central District of California. The lawsuit alleges that the    recent incident in Los Angeles violates the federal Fair Credit    Reporting Act (“FCRA”), various California statutes    and the privacy rights of the plaintiffs. The plaintiff purports    to bring the lawsuit on behalf of a class of affected persons    and seeks an injunction to prevent the Company from disclosing    consumer information improperly and to require the Company to    allow the plaintiffs to be excluded from the Company’s    databases. The suit also seeks damages of up to $1,000 for each    violation of the FCRA and unspecific punitive damages. The    Company intends to defend this lawsuit vigorously.  •     ChoicePoint is also a defendant in a complaint filed on    March 8, 2005 in the U.S. District Court for the    Central District of California. The lawsuit alleges that the    recent incident in Los Angeles violates the FCRA and the    California Consumer Credit Reporting Agencies Act. The plaintiff    purports to bring the
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     lawsuit on behalf of a class of affected persons and seeks an    injunction to prevent the Company from disclosing consumer    information improperly. The suit also seeks actual damages of up    to $1,000 for each violation of the FCRA and punitive damages.    The Company intends to defend this lawsuit vigorously.  •     On March 4, 2005, a purchaser of the Company’s    securities filed a lawsuit against the Company and certain of    its officers in the United States District Court for the Central    District of California. The complaint alleges that the    defendants violated federal securities laws by issuing false or    misleading information in connection with certain events    described under the heading “Illegal Data Access” in    this report. Since then, additional complaints alleging    substantially similar claims have been filed by other purchasers    of the Company’s securities in the Central District of    California on March 10, 2005 and in the Northern District    of Georgia on March 11, 2005. Each of these lawsuits    purports to be filed on behalf of a class of the Company’s    shareholders who purchased the Company’s common stock    between certain specified dates and seeks certification as a    class action and unspecified compensatory damages,    attorneys’ fees, costs and other relief. The Company is    also aware that several law firms who specialize in representing    investors have issued notices to the public informing investors    that a lawsuit has been filed against the Company and soliciting    individuals who are interested in becoming lead plaintiffs of    the putative class. These other firms, or other plaintiffs, may    have already filed or may file in the future substantially    similar claims seeking substantially similar relief. The Company    intends to defend vigorously the existing lawsuits and any such    additional lawsuits.     While the ultimate resolution of the aforementioned cases cannotpresently be determined, an unfavorable outcome in any of thesecases could have a material adverse effect on the Company’sfinancial position or results of operations.     ChoicePoint also is involved in litigation from time to time inthe ordinary course of its business. The Company provides forestimated legal fees and settlements relating to pendinglawsuits when they are probable and reasonably estimated. TheCompany does not believe that the outcome of any such pending orthreatened litigation in the ordinary course of business willhave a material adverse effect on the financial position orresults of operations of ChoicePoint. However, as is inherent inlegal proceedings where issues may be decided by finders offact, there is a risk that unpredictable decisions adverse tothe Company could be reached.**Item 4.*****Submission of Matters to a Vote of Security Holders***     No matters were submitted to a vote of security holders by theCompany during the quarter ended December 31, 2004.**Item X.*****Executive Officers of the Registrant***     Set forth below is certain biographical information with respectto each executive officer of the Company, as of March 1,2005:             **Executive****Name and Position** **Age** **Officer Since**         Derek V. Smith, Chairman and Chief Executive Officer  50   1997     Douglas C. Curling, President and Chief Operating Officer  50   1997     David T. Lee, Executive Vice President  45   1997     Steven W. Surbaugh, Chief Financial Officer  55   2002     J. Michael de Janes, General Counsel  47   1997     David W. Davis, Corporate Secretary and Vice President,    Government Affairs  52   2003     David E. Trine, Treasurer and Corporate Controller  44   2000      *Derek V. Smith,*50, has served as Chairman of the Boardsince May 1999 and as Chief Executive Officer and a Director ofthe Company since May 1997. He served as President of theCompany from May 1997 until April 2002.
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     *Douglas C. Curling,*50, has served as President of theCompany since April 2002 and as Chief Operating Officer of theCompany since May 1999. He served as Chief Operating Officer andTreasurer from May 1999 to May 2000 and served as Executive VicePresident, Chief Financial Officer and Treasurer of the Companyfrom 1997 until May 1999.     *David T. Lee,*45, has served as Executive Vice Presidentof the Company since May 1999 and served as Senior VicePresident from 1997 until May 1999.     *Steven W. Surbaugh,*55, has served as Chief FinancialOfficer since April 2002. Prior to April 2002, he was a partnerwith Arthur Andersen LLP for more than five years, where he mostrecently served as the partner-in-charge of the real estate,financial services and not-for-profit audit practices in theAtlanta, Georgia office.     *J. Michael de Janes,*47, has served as GeneralCounsel since 1997 and also served as Secretary from April 1998until December 2003.     *David W. Davis,*52, has served as Corporate Secretary andVice President, Government Affairs since December 2003. Heserved as Staff Director and Policy Director of the Office ofthe Vice Chair of the Senate Republican Conference from January2003 to December 2003 and from 2001 to January 2003 he served asChief of Staff and Legislative Director for the Office ofSenator Kay Bailey Hutchison. From 1994 to 2001 Mr. Davisserved as Military Legislative Assistant and Deputy Chief ofStaff for Senator Hutchison.     *David E. Trine,*44, has served as Treasurer since May2000 and as Vice President — Corporate Controllersince May 1999. He served as Vice President — Financeand Accounting of the Company from 1997 until May 1999.     There are no family relationships among the executive officersof the Company, nor are there any arrangements or understandingsbetween any of the executive officers and any other personspursuant to which they were selected as executive officers. TheBoard of Directors may elect an executive officer or officers atany meeting of the Board of Directors. Each executive officer iselected to serve until his successor has been elected and hasduly qualified. Elections of executive officers generally occureach year at the Board of Directors meeting held in conjunctionwith the Company’s Annual Meeting of Shareholders. Inaddition, the Chief Executive Officer is authorized to appointcertain officers of the Company.**PART II****Item 5.*****Market for the Registrant’s Common Equity, Related    Stockholder Matters and Issuer Purchases of Equity    Securities***     The Company’s common stock is listed and traded on the NewYork Stock Exchange under the symbol “CPS.”Information regarding the high and low sales prices and thenumber of holders of the common stock is set forth under thecaptions “Market Information” and “QuarterlyStock Performance” in the 2004 Annual Report toShareholders (the “Annual Report”), a copy of suchsections is included in Exhibit 13 to this Form 10-Kand is incorporated herein by reference.     The Company does not pay cash dividends and does not anticipatepaying any cash dividends in the foreseeable future. The Companycurrently intends to retain future earnings to finance itsoperations and the expansion of its business. Any futuredetermination to pay cash dividends will be at the discretion ofthe Company’s Board of Directors and will be dependent uponthe Company’s financial condition, operating results,capital requirements and such other factors as the Board ofDirectors deems relevant.**Item 6.*****Selected Financial Data***     The information included under the caption “FinancialHighlights” in the Annual Report, a copy of such section isincluded in Exhibit 13 to this Form 10-K, isincorporated herein by reference.
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**Item 7.*****Management’s Discussion and Analysis of Financial    Condition and Results of Operations*****General**     The information included under the caption“Management’s Discussion and Analysis” in theAnnual Report, a copy of such section is included inExhibit 13 to this Form 10-K, is incorporated hereinby reference.**Risk Factors**     You should carefully consider each of the following risk factorsand all of the other information in this Annual Report onForm 10-K. These risks are not the only ones facing theCompany. ChoicePoint’s business operations could also beimpaired by additional risks and uncertainties.     If any of the following risks and uncertainties develops intoactual events, our business, financial condition and results ofoperations could be materially and adversely affected. If thathappens, the trading prices of our common stock and any othersecurities we may issue in the future could declinesignificantly.***Effects of customer fraud, actions the Company has taken    in response to those events, and related litigation and    governmental proceedings***     As described under “Illegal Data Access” inItem 1 of this report, on September 27, 2004, theCompany found evidence of suspicious activity by a few of itssmall business customers in the Los Angeles area. TheCompany’s review of the recent Los Angeles and othersimilar incidents is ongoing. ChoicePoint is taking a variety ofsteps to assist the potentially affected consumers that havebeen identified to date. In addition, the Company announced onMarch 4, 2005 that it will discontinue certain informationservices. ChoicePoint cannot currently accurately estimate thetotal impact on its operating results and financial condition ofthe customer fraud, related events and the decision todiscontinue those services. The Company estimates it willencounter a decline in its revenue from these customers in thepublic filings business, which could reduce total revenue forthe year ended December 31, 2005 by $15 to $20 millionand may be dilutive to earnings per share by $0.10 to $0.12. TheCompany will review the various technology investments in thissmall business segment as well as other related costs incurredin serving this segment. ChoicePoint will also incur incrementalexpenses as a result of the customer fraud and related events,including approximately $2 million for the three-bureaureports and monitoring service for affected consumers identifiedto date. The Company cannot currently estimate the expense foradditional legal, consulting and other operating items relatingto these matters. In addition, the publicity associated withthese events or changes in regulation as discussed under this“Risk Factors” may materially harm the business andChoicePoint’s relationship with customers or data suppliers.     The Company is involved in several legal proceedings orinquiries that relate to these matters, as described inItem 3 “Legal Proceedings” of thisForm 10-K. ChoicePoint is unable at this time to predictthe outcome of these actions. The ultimate resolution of thesematters could have a material adverse impact on the financialresults, financial condition, and liquidity and on the tradingprice of the Company’s common stock. Regardless of themerits and ultimate outcome of these lawsuits and otherproceedings, litigation and proceedings of this type areexpensive and will require that substantial Company resourcesand executive time is devoted to defend these proceedings.**Customers**     The Company has few long-term agreements with its customers.Although management believes that the quality ofChoicePoint’s products and services should permit theCompany to maintain relationships with its customers, there canbe no assurance that ChoicePoint will do so. Any loss of asignificant number of major customers would have a materialadverse effect on the business, financial position, and resultsof operations.     ChoicePoint’s customers include federal, state, and localgovernments. Government business is subject to many uniquerisks, such as delays in funding, reduction or modification ofcontracts or subcontracts, failure to exercise options, changesin government policies, and the imposition of budgetaryrestraints. A loss of
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government contract revenues also could have a material adverseeffect on the business, financial position, and results ofoperations.     The acquisition or consolidation of the Company’s customersby another company could decrease the demand for products andservices. After consolidation, these companies may reorganizemanagement responsibilities or strategic and purchasingdecisions that could adversely affect demand forChoicePoint’s products and services. The Company may losebusiness relationships with key contacts within acustomer’s organization due to budget cuts, layoffs, orother changes resulting from an acquisition or consolidation.The consolidation of companies also may alter the technologicalinfrastructure of the combined entity, and ChoicePoint’sproducts and services may not be compatible with the newtechnological system.**Acquisitions**     The Company’s long-term business strategy includes growththrough acquisitions. While ChoicePoint believes it has beensuccessful in implementing this strategy during prior years,there is no certainly that future acquisitions will be completedon acceptable terms or that acquired assets, data or businesseswill be successfully integrated into the Company’soperations. Any acquisitions or investments will be accompaniedby the risks commonly encountered in acquisitions of businesses.Such risks include, among other things: •     paying more than fair market value for an acquired company or    assets;  •     failing to integrate the operations and personnel of the    acquired businesses in an efficient, timely manner;  •     assuming potential liabilities arising from the products of an    acquired company;  •     managing the potential disruption to our ongoing business;  •     distracting management focus from our core business;  •     impairing relationships with employees, customers, and strategic    partners;  •     incurring expenses associated with the amortization of other    intangibles;  •     incurring expenses associated with a write-off of a portion of    goodwill and other intangible assets due to changes in market    conditions, weak economies in certain competitive markets, or    the failure of certain acquisitions to realize expected    benefits; or  •     diluting the share value and voting power of existing    shareholders.**Suppliers**     ChoicePoint depends upon third-party information suppliers forinformation used in its databases. The loss of some data supplysources could have a material adverse effect on theCompany’s business, financial position, and results ofoperations. The Company relies extensively upon data fromexternal sources to maintain our proprietary and non-proprietarydatabases, and its operations depend upon information derivedfrom a wide variety of automated and manual sources. Data isobtained from public filings, information companies,governmental authorities, competitors, and customers. Agreementswith data suppliers are generally short-term agreements. Somesuppliers are also competitors, which may make the Companyvulnerable to unpredictable price increases and may cause somesuppliers not to renew certain agreements. ChoicePoint has noreason to anticipate the termination of any significantrelationships with these data suppliers and believe that in mostcases substitute suppliers could be arranged if any terminationoccurred. However, such a termination could have a materialadverse effect on the business, financial position, and resultsof operations if the Company was unable to arrange forsubstitute sources.     ChoicePoint currently maintains databases that containinformation provided and used by insurance underwriters. TheCompany does not own the information in these databases, and theparticipating organizations could discontinue contributinginformation to the databases. If this information was withheld,the business, financial position, and results of operationswould be materially adversely affected.
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     ChoicePoint uses social security numbers to generate certainreports. Social security numbers could become unavailable in thefuture because of changes in the law or because data suppliersdecide not to supply them. If this information cannot beobtained in the future, the Company would be unable to generatereports as efficiently. Although names, addresses, and dates ofbirth are used to generate reports, without the use of socialsecurity numbers, the Company believes that those reports wouldnot be as complete or as accurate as the reports generated withsocial security numbers. ChoicePoint also would incursignificant expense to revise the software used to generatereports. Less complete or less accurate reports could adverselyaffect the business, financial position and results ofoperations.     ChoicePoint obtains the credit header data in its databases fromconsumer credit reporting agencies. The data consists of names,addresses, social security numbers, and dates of birth. Any ofthese suppliers could stop supplying this data or couldsubstantially increase their prices. Withholding this data couldmaterially adversely affect the business, financial position andresults of operations.**Competition**     The information industry in which the Company operates is highlycompetitive, and is expected to remain highly competitive. Ineach of the markets served, ChoicePoint competes on the basis ofprice, quality, customer service, product and service selection.The Company’s competitive position in various marketsegments depends upon the relative strength of competitors inthe segment and the resources devoted to competing in thatsegment. Due to their size, certain competitors may be able toallocate greater resources to a particular market segment thanChoicePoint can. As a result, these competitors may be in abetter position to anticipate and respond to changing customerpreferences, emerging technologies and market trends. Inaddition, new competitors and alliances may emerge to takemarket share away. The Company cannot be sure that it will beable to maintain or strengthen its competitive position in itsmarket segments, especially against larger competitors. IfChoicePoint fails to successfully compete, the business,financial position and results of operations may be adverselyaffected.**Government Regulation and Adverse Publicity**     Because personal, public and non-public information is used tosearch the Company’s databases and access the databases ofothers, ChoicePoint is vulnerable to government regulation andadverse publicity concerning these uses. ChoicePoint providesmany types of data and services which already are subject toregulation under the Fair Credit Reporting Act,Gramm-Leach-Bliley Act, Drivers’ Privacy Protection Act,and to a lesser extent, various other federal, state, and locallaws and regulations. These laws and regulations are designed toprotect the privacy of the public and to prevent the misuse ofpersonal information in the marketplace. However, many consumeradvocates, privacy advocates, and government regulators believethe existing laws and regulations do not adequately protectprivacy. They have become increasingly concerned with the use ofpersonal information, particularly social security numbers,department of motor vehicle data and dates of birth. As aresult, they are lobbying for further restrictions on thedissemination or commercial use of personal information to thepublic and private sectors. In particular, following publicitysurrounding the matters disclosed under “Illegal DataAccess” in Item 1 of this report, a number ofcongressional leaders are calling for hearings and proposinglegislative responses in light of increasing concerns overidentity theft. The following legal and regulatory developmentscould have a material adverse affect on the business, financialposition and results of operations: •     amendment, enactment, or interpretation of laws and regulations    which restrict the access and use of personal information and    reduce the supply of data available to customers;  •     changes in cultural and consumer attitudes to favor further    restrictions on information collection and sharing;  •     failure of our products and services to comply with current laws    and regulations; and  •     failure of our products and services to adapt to changes in the    regulatory environment in an efficient, cost-effective manner.
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**Attracting and Retaining Qualified Personnel**     The Company cannot be certain that it can continue to attractand retain sufficient qualified management, technical, sales, orother personnel necessary to conduct our business successfully.The resignation, retirement, death or disability of the ChiefExecutive Officer or Chief Operating Officer and the inabilityto sufficiently replace either position could adversely affectthe business. During recent years, the Company has significantlyincreased its senior management talent levels. Accordingly, thedependency on the Chief Executive Officer and/or the ChiefOperating Officer is expected to continue to diminish in futureyears.**System Interruptions**     System interruptions could delay and disrupt the Company’sproducts and services, cause harm to ChoicePoint’s businessand reputation and result in a loss of customers. The Companydepends heavily upon computer systems, most of which are locatedin Alpharetta, Georgia and Boca Raton, Florida, to providereliable, uninterrupted service. Certain events beyond theCompany’s control, such as fires, floods, earthquakes,hurricanes, power losses and telecommunications failures, coulddamage computer networks and temporarily or permanentlyinterrupt services to customers. The systems in Boca Raton,Florida are particularly susceptible to hurricanes. Theseinterruptions also may interfere with suppliers’ ability toprovide data and employees’ ability to attend work andperform their responsibilities. ChoicePoint has attempted toshield its systems from interruptions and failures throughdisaster recovery planning, and property and businessinterruption insurance is carried in case these events occur.However, the system safeguards and insurance still may notadequately protect the Company from losses arising from systeminterruptions.**Security Breaches and Customers Misuse of InformationServices**     Security breaches in the Company’s facilities, computernetworks, and databases may cause harm to ChoicePoint’sbusiness and reputation and result in a loss of customers. Manysecurity measures have been instituted to protect the systemsand to assure the marketplace that these systems are secure.However, despite such security measures, the Company’ssystems may be vulnerable to physical break-ins, computerviruses, attacks by hackers or similar disruptive problems.Third-party contractors also may experience security breachesinvolving the storage and transmission of proprietaryinformation. If users gain improper access to ChoicePoint’sdatabases, they may be able to steal, publish, delete or modifyconfidential third-party information that is stored ortransmitted on the networks. In addition, misuse by customers ofChoicePoint’s information services could cause harm to thebusiness and reputation and result in loss of customers. OnSeptember 27, 2004, the Company found evidence ofsuspicious activity by a few small business customers in the LosAngeles area. This recent fraud incident and related matters arediscussed under “Illegal Data Access” in Item 1of this report. There have been other instances in whichsubpoenas and other inquiries have been received from lawenforcement regarding activities of ChoicePoint customers whichsometimes related to potentially improper use of theCompany’s information services. The Company is aware of alimited number of past instances that resulted in criminalconvictions of certain former customers for activities involvingimproper use of certain information services. A security orprivacy breach may affect ChoicePoint in the following ways: •     deterring customers from using ChoicePoint’s products and    services;  •     deterring data suppliers from supplying data to the Company;  •     harming the Company’s reputation;  •     exposing ChoicePoint to liability;  •     increasing operating expenses to correct problems caused by the    breach;  •     affecting the Company’s ability to meet customers’    expectations; or  •     causing inquiry from governmental authorities.
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**Economy**     The current general economic downturn could continue to resultin a reduced demand for ChoicePoint’s products andservices. Revenues are dependent to a certain extent upongeneral economic conditions and upon conditions in theindustries served by ChoicePoint. Certain revenues are derivedfrom pre-employment screening services. The revenue growth andprofitability of the business depends on the overall demand forexisting and new products. A softening of demand for informationservices caused by a weakening of the economy generally mayresult in decreased revenues or lower growth rates. The Companycannot be certain that future revenues, results of operations,cash flows and profitability will not fluctuate on a quarterlyor annual basis or that it will be able to refinance ourexisting Credit Facility or Receivables Facility.**Direct Marketing**     Direct marketing products and services could be vulnerable tothe following risks: •     development of other methods of sales and advertising that are    more effective than direct marketing;  •     changes in laws and regulations relating to data privacy, in    particular, telephone solicitation and email privacy;  •     increases in postal rates or disruption in the availability of    postal services that could increase the cost of direct mail    production and processing and reduce demand for information    among our direct mail customers; and  •     loss of use or data by third parties.**New Products, Services, and Technologies**     The Company’s growth partially depends on the ability todevelop and market new products, services and technologies.ChoicePoint has focused on developing growth opportunities in anumber of potential markets. No assurance can be given thatChoicePoint will be successful in developing new products,services and technologies or that these products, services andtechnologies will gain market acceptance or generate significantrevenue. The Company’s initiatives are in various stages ofdevelopment and may be subject to delays in implementation,customer dissatisfaction with product or service performance orother significant undetected problems. If the Company fails tosuccessfully introduce new initiatives, the business, financialposition and results of operations may be adversely affected.**Litigation**     In addition to the legal proceedings specifically describedunder Item 3 of this report, ChoicePoint and itssubsidiaries are also involved in various legal proceedings thatperiodically arise during the course of business. While theCompany does not have reason to believe that the outcome of anysuch pending or threatened litigation will have a materialadverse effect on our financial position, litigation isessentially unpredictable and excessive verdicts could occur.Although we believe we have valid defenses in these matters, inthe future we could incur judgments or enter into settlements ofclaims that could have a material adverse effect on ourfinancial position or results of operations.**Item 7A.*****Quantitative and Qualitative Disclosures About Market    Risk***     The Company is exposed to market risk from changes in interestrates. The information below summarizes the Company’smarket risk associated with its debt obligations as ofDecember 31, 2004. The information below should be read inconjunction with Note 5 of the “Notes to ConsolidatedFinancial Statements” of the Annual Report, which notes areincluded in Exhibit 13 to this Form 10-K and areincorporated herein by reference.     Effective December 31, 2004, ChoicePoint entered into a$400 million unsecured multicurrency revolving creditfacility (the “Credit Facility”) with a group of banksthat extends through a termination date of December 29,2009, is expandable to $500 million and bears interest ateither a base rate as defined in the
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Credit Facility or LIBOR plus an applicable margin. Theapplicable margins range from 0.375% to 1.0% per annumbased on ChoicePoint’s funded debt to EBITDA ratio. TheCompany also has a $25 million line of credit with a groupof banks at prime rate that expires December 29, 2009. TheCredit Facility replaced the Company’s $325 millionunsecured revolving credit facility which was scheduled toexpire in May 2005. As of December 31, 2004, there were noborrowings under the Credit Facility or line of credit.     In July 2001, the Company and certain of its subsidiariesentered into an agreement (the “Receivables Facility”)with a financial institution whereby it may sell on a continuousbasis an undivided interest in all eligible trade accountsreceivable subject to limitations. The Receivables Facilitypermits the advance of up to $100 million on the sale ofaccounts receivable, may be extended in one-year terms and hasbeen extended through June 2005. Borrowings under theReceivables Facility were $50.0 million atDecember 31, 2004. The average interest rate based on theterms of the Receivables Facility at December 31, 2004 wasapproximately 2.8%.     The Company has entered into four interest rate swap agreements(the “Swap Agreements”) to reduce the impact ofchanges in the benchmark interest rate (LIBOR) on itsLIBOR-based payments on its synthetic leases, which aredescribed under the caption “Management’s Discussionand Analysis of Financial Condition and Results ofOperations” in the Annual Report, incorporated by referencein this report. One interest rate swap agreement has a notionalamount of $25 million and matures in August 2007. The otherthree interest rate swap agreements have a total notional amountof $42 million, became effective May 2003 and mature inAugust 2007. The Swap Agreements involve the exchange ofvariable rate for fixed rate payments with a fixed rate between4.6% and 6.5%. As of December 31, 2004, $68.6 millionwas outstanding under the Company’s synthetic baseagreements, of which $67.0 million of LIBOR-based paymentswere hedged with the Swap Agreements.     Based on the Company’s overall interest rate exposure atDecember 31, 2003, a 1% change in interest rates wouldresult in a change in annual pretax interest expense ofapproximately $500,000 based on the Company’s level ofborrowing at that date.**Item 8.*****Financial Statements and Supplementary Data***     The information included under the captions “ConsolidatedStatements of Income,” “Consolidated BalanceSheets,” “Consolidated Statements ofShareholders’ Equity,” “Consolidated Statementsof Cash Flows” and “Notes to Consolidated FinancialStatements” in the Annual Report, a copy of which sectionsare included in Exhibit 13 to this Form 10-K, isincorporated herein by reference.**Item 9.*****Changes in and Disagreements with Accountants on    Accounting and Financial Disclosure***     Not applicable.**Item 9A.*****Controls and Procedures***     As required by SEC rules, the Company has evaluated theeffectiveness of the design and operation of our disclosurecontrols and procedures as of the end of the period covered bythis annual report. This evaluation was carried out under thesupervision and with the participation of our management,including our principal executive officer and principalfinancial officer. Based on this evaluation, these officers haveconcluded that the design and operation of our disclosurecontrols and procedures are effective to ensure that informationrequired to be disclosed by us in the reports that we file orsubmit under the Exchange Act is recorded, processed, summarizedand reported, within the time periods specified in theSEC’s rules and forms.     Disclosure controls and procedures include, without limitation,controls and procedures designed to ensure that informationrequired to be disclosed by us in the reports that we file underthe Exchange Act is accumulated and communicated to ourmanagement, including our principal executive officer andprincipal financial officer, as appropriate, to allow timelydecisions regarding required disclosure.
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     The report called for by Item 308(a) of Regulation S-Kis incorporated herein by reference to “Management’sReport on Internal Control Over Financial Reporting” of theCompany’s Annual Report, included in Exhibit 13 tothis Form 10-K.     The attestation report called for by Item 308(b) ofRegulation S-K is incorporated herein by reference to“Report of Independent Registered Public Accounting Firm onInternal Control Over Financial Reporting” of theCompany’s Annual Report, included in Exhibit 13 tothis Form 10-K.     There were no significant changes in the Company’s internalcontrol over financial reporting during the quarter endedDecember 31, 2004 that materially affected, or arereasonably likely to materially affect, the Company’sinternal control over financial reporting.**Item 9B.*****Other Information***     Not applicable.**PART III****Item 10.*****Directors and Executive Officers of the Registrant***     The information required by this Item with respect to Directorsof the Company is included in the sections entitled“Proposal No. 1 — Election ofChoicePoint Directors,” “Other Matters —ChoicePoint Section 16(a) Beneficial Ownership ReportingCompliance” and “Board Meetings andCommittees — Audit Committee” of the ProxyStatement for the 2005 Annual Meeting of Shareholders and isincorporated herein by reference. Information regarding theCompany’s executive officers is set forth in Part I ofthis report. ChoicePoint has adopted a Code of Ethics for SeniorFinancial Officers and Business Unit Leaders that applies to theCompany’s chief executive officer, chief financial officer,principal accounting officer, controller and other seniorofficers. A copy of the ChoicePoint Inc. Code of Conduct, Codeof Ethics for Senior Financial Officers and Business UnitLeaders, the Corporate Governance Guidelines and charters forthe audit committee, management compensation and benefitscommittee and corporate governance and nominating committee maybe found on the Company’s Web site at www.choicepoint.com.Copies will be furnished without charge upon written request tothe Company at the following address: Attn: Corporate Secretary,ChoicePoint Inc., 1000 Alderman Drive, Alpharetta, GA 30005. Ifthe Company makes any amendments to the Code of Ethics forSenior Financial Officers and Business Unit Leaders other thantechnical, administrative, or other non-substantive amendments,or grants any waivers, including implicit waivers, from aprovision of this code to the Company’s chief executiveofficer, chief financial officer, principal accounting officer,controller and other senior officers, the Company will disclosethe nature of the amendment or waiver, its effective date and towhom it applies on its Web site or in a report on Form 8-Kfiled with the SEC.**Item 11.*****Executive Compensation***     The information required by this Item is included in thesections entitled “ChoicePoint ExecutiveCompensation,” “Management Compensation and BenefitsCommittee Report on Executive Compensation,” “Electionof ChoicePoint Directors,” “ChoicePoint ExecutiveCompensation — Employment Agreements andChange-in-Control Arrangements,” “ChoicePointExecutive Compensation Committee Interlocks and InsiderParticipation” and “ChoicePoint Stock PerformanceGraph” of the Proxy Statement for the 2005 Annual Meetingof Shareholders and is incorporated herein by reference.**Item 12.*****Security Ownership of Certain Beneficial Owners and    Management and Related Stockholder Matters***     The information required by this Item is included in thesections entitled “ChoicePoint Security Ownership ofCertain Beneficial Owners and Management” and “EquityCompensation Plan Information” of the Proxy Statement forthe 2005 Annual Meeting of Shareholders and is incorporatedherein by reference.
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**Item 13.*****Certain Relationships and Related Transactions***     The information required by this Item is included in the sectionentitled “Other Matters — Certain Relationshipsand Related Transactions” of the Proxy Statement for the2005 Annual Meeting of Shareholders and is incorporated hereinby reference.**Item 14.*****Principal Accountant Fees and Services***     The information required by this Item is included in the sectionentitled “Audit Fees, Financial Information System Fees andOther Fees” of the Proxy Statement for the 2005 AnnualMeeting of Shareholders and is incorporated herein by reference.**PART IV****Item 15.*****Exhibits, Financial Statement Schedules and Reports on    Form 8-K***     (a) *Index to exhibits, financial statements andschedules.*     (1) The Consolidated Financial Statements, Notes to ourConsolidated Financial Statements and the Report of IndependentRegistered Public Accounting Firm for ChoicePoint Inc. andsubsidiaries dated March 11, 2005 are included inExhibit 13 to this Form 10-K and are incorporatedherein by reference.     (2) Financial Statement Schedules     Schedule II — Consolidated Valuation andQualifying Accounts is included as a schedule herein.     Schedules not listed have been omitted because they are notapplicable or the required information is included in theconsolidated financial statements or notes thereto.     (3) Exhibits required by Item 601 ofRegulation S-K:     The following exhibits are included in this Form 10-K:       **Exhibit**    **Number**   **Description**      2.1     —     Purchase Agreement, by and among ChoicePoint Inc., ChoicePoint    Acquisition Corporation and DBT Online, Inc. (incorporated by    reference to Exhibit 2.1 of the Company’s Current    Report on Form 8-K, filed February 15, 2000)  3.1     —     Articles of Incorporation of the Company, as amended    (incorporated by reference to Exhibit 3.1 of the    Company’s Quarterly Report on Form 10-Q for the quarter    ended September 30, 2002)  3.2     —     Bylaws of the Company, as amended (incorporated by reference to    Exhibit 3.2 of the Company’s Annual Report on Form    10-K for the year ended December 31, 2001)  4.1     —     Rights Agreement, dated as of October 29, 1997, by and    between ChoicePoint Inc. and SunTrust Bank, Atlanta    (incorporated by reference to Exhibit 4.2 of the    Company’s Form 8-A, filed November 5, 1997)  4.2     —     Amendment No. 1 to the Rights Agreement, dated as of    June 21, 1999, between ChoicePoint Inc. and SunTrust Bank,    Atlanta  4.3     —     Amendment No. 2 to the Rights Agreement between ChoicePoint    Inc. and SunTrust Bank, Atlanta dated February 14, 2000    (incorporated by reference to Exhibit 4.1 of the    Company’s Current Report on Form 8-K, filed    February 15, 2000)  4.4     —     Amendment No. 3 to the Rights Agreement between ChoicePoint    Inc. and SunTrust Bank, Atlanta as dated July 30, 2002    (incorporated by reference to Exhibit 4.4 of the    Company’s Form 8-A/A, filed July 30, 2002)  4.5     —     Form of Common Stock certificate (incorporated by reference to    Exhibit 4.1 of the Company’s Registration Statement on    Form S-1, as amended, File No. 333-30297)
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       **Exhibit**    **Number**   **Description**       10.1     —     Employment Agreement, dated April 1, 1997, by and between    DBT Online, Inc. and Frank Borman (incorporated by reference to    Exhibit 10.2 of the Company’s Quarterly Report on    Form 10-Q for the quarter ended June 30, 2000)*  10.2     —     Form of Employment and Compensation Agreement between the    Company and Derek V. Smith dated as of April 25, 2002    (incorporated by reference to Exhibit 10.2 of the    Company’s Quarterly Report on Form 10-Q for the quarter    ended June 30, 2002)*  10.3     —     Amendment No. 1 to the Form of Employment and Compensation    Agreement between the Company and Derek V. Smith dated as of    February 4, 2003 (incorporated by reference to    Exhibit 10.7 to the Company’s Annual Report on Form    10-K for the year ended December 31, 2002)*  10.4     —     Amendment No. 2 to the Form of Employment and Compensation    Agreement between the Company and Derek V. Smith dated as of    July 23, 2003 (incorporated by reference to    Exhibit 10.1 of the Company’s Quarterly Report on Form    10-Q for the quarter ended September 30, 2003)*  10.5     —     Form of Employment and Compensation Agreement between the    Company Douglas C. Curling dated as of April 25, 2002    (incorporated by reference to Exhibit 10.3 of the    Company’s Quarterly Report on Form 10-Q for the quarter    ended June 30, 2002)*  10.6     —     Amendment No. 1 to the Form of Employment and Compensation    Agreement between the Company and Douglas C. Curling dated as of    February 4, 2003 (incorporated by reference to    Exhibit 10.8 to the Company’s Annual Report on Form    10-K for the year ended December 31, 2002)*  10.7     —     Amendment No. 2 to the Form of Employment and Compensation    Agreement between the Company and Douglas C. Curling dated as of    July 23, 2003 (incorporated by reference to    Exhibit 10.2 of the Company’s Quarterly Report on Form    10-Q for the quarter ended September 30, 2003)*  10.8     —     Form of Employment and Compensation Agreement between the    Company and David T. Lee dated as of April 25, 2002    (incorporated by reference to Exhibit 10.5 of the    Company’s Quarterly Report on Form 10-Q for the quarter    ended June 30, 2002)*  10.9     —     Form of Employment and Compensation Agreement between the    Company and J. Michael de Janes dated as of April 25, 2002    (incorporated by reference to Exhibit 10.6 of the    Company’s Quarterly Report on Form 10-Q for the quarter    ended June 30, 2002)*  10.10     —     Form of Employment and Compensation Agreement between the    Company and Steven W. Surbaugh dated as of April 25, 2002    (incorporated by reference to Exhibit 10.4 of the    Company’s Quarterly Report on Form 10-Q for the quarter    ended June 30, 2002)*  10.11     —     ChoicePoint Inc. 1997 Omnibus Stock Incentive Plan (incorporated    by By reference to Exhibit 10.11 of the Company’s    Annual Report on Form 10-K for the fiscal year ended    December 31, 2003)*  10.12     —     ChoicePoint Inc. 2003 Omnibus Incentive Plan (incorporated by    reference to the Company’s Proxy Statement to its Annual    Meeting of Shareholders on April 29, 2003)*  10.13     —     First Amendment to the ChoicePoint Inc. 2003 Omnibus Incentive    Plan (incorporated by reference to exhibit 10.13 of the    Company’s Annual Report on Form10-K for the fiscal year    ended December 31, 2003)*  10.14     —     Addendum to the ChoicePoint Inc. 2003 Omnibus Incentive Plan*  10.15     —     DBT Online, Inc. Amended and Restated Stock Option Plan    (incorporated by reference to Exhibit 10.5 of the    Company’s Annual Report on Form 10-K, for the year ended    December 31, 2000)*  10.16     —     Amendment 2000-1 to the DBT Online, Inc. Amended and Restated    Stock Option Plan (incorporated by reference to Exhibit 4.2    of the Company’s Registration Statement on Form S-8,    File No. 333-37498)*  10.17     —     ChoicePoint Inc. Amended and Restated Deferred Compensation Plan    (incorporated by Reference to Appendix A to the Company’s    Proxy Statement to its Annual Meeting of Shareholders on    April 29, 2004)*
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       **Exhibit**    **Number**   **Description**       10.18     —     ChoicePoint Inc. Deferred Compensation Plan No. 2    (incorporated by reference to Exhibit 10.16 to the    Company’s Annual Report on Form 10-K for the year ended    December 31, 2002)*  10.19     —     Employee Benefits Agreement, dated as of July 31, 1997,    Between Equifax Inc. and ChoicePoint Inc. (incorporated by    reference to Exhibit 10.23 to the Company’s Annual    Report on Form 10-K for the year ended December 31, 2003)*  10.20     —     Revolving Credit Agreement dated as of December 29, 2004    among ChoicePoint Inc., the Lenders listed therein, Wachovia    Bank, National Association, as Administrative Agent, SunTrust    Bank, as Syndication Agent, BNP Paribas, as Documentation Agent,    Wachovia Capital Markets, LLC and SunTrust Capital Markets,    Inc., as Co-Lead Arrangers and Wachovia Capital Markets, LLC, as    Sole Book Runner  10.21     —     First Amendment to the Revolving Credit Agreement and other    Credit Documents, dated as of February 18, 2005, among    ChoicePoint Services Inc., ChoicePoint Inc., the financial    institutions from time to time party to the Initial Credit    Agreement, (the ‘Lenders”) and, Wachovia Bank,    National Association as Administrative Agent  10.22     —     Master Agreement, dated as of July 31, 1997, among    ChoicePoint Inc., SunTrust Banks, Inc. and SunTrust Bank,    Atlanta, as Agent (incorporated by reference to    Exhibit 10.26 to the Company’s Annual Report on Form    10-K for the year ended December 31, 2003)  10.23     —     First Amendment to the Master Agreement, dated as of    September 30, 1998, among ChoicePoint, Inc., as Lessee,    SunTrust Banks, Inc., as Lessor, and SunTrust Bank, Atlanta, as    Agent  10.24     —     Second Amendment to the Master Agreement, dated as of    December 30, 1999, among ChoicePoint Inc., as Lessee,    SunTrust Banks, Inc., as Lessor, and SunTrust Bank, Atlanta, as    Agent  10.25     —     Third Amendment to the Master Agreement, dated as of    December 20, 2002, among ChoicePoint Inc., as Lessee,    SunTrust Banks, Inc., as Lessor, and SunTrust Bank, as Agent    (incorporated by reference to Exhibit 10.24 to the    Company’s Annual Report on Form 10-K for the year ended    December 31, 2002)  10.26     —     Fourth Amendment to the Master Agreement, dated as of    February 16, 2005, among ChoicePoint Inc., as Lessee and    Guarantor, SunTrust Banks, Inc. as Lessor and SunTrust Bank as    Agent  10.27     —     Lease agreement, dated as of July 31, 1997, between    ChoicePoint Inc. and SunTrust Banks, Inc. (incorporated by    reference to Exhibit 10.30 to the Company’s Annual    Report on Form 10-K for the year ended December 31,    2003)  10.28     —     Georgia Lease Supplement, dated as of July 31, 1997,    between ChoicePoint Inc. and SunTrust Banks, Inc., as Agent    (incorporated by reference to Exhibit 10.31 to the    Company’s Annual Report on Form 10-K for the year    ended December 31, 2003)  10.29     —     First Amendment to the Georgia Lease Supplement, dated    September 30, 1998, between ChoicePoint Inc. and SunTrust    Banks, Inc.  10.30     —     Second Amendment to the Georgia Lease Supplement, dated    December 30, 1999, between ChoicePoint Inc. and SunTrust    Banks, Inc.  10.31     —     Operative Guaranty, dated as of July 31, 1997, by    ChoicePoint Inc. as Guarantor (incorporated by reference to    Exhibit 10.34 to the Company’s Annual Report on Form    10-K for the year ended December 31, 2003)  10.32     —     Construction Agency Agreement, dated as of July 31, 1997,    between SunTrust Banks, Inc. and ChoicePoint Inc. (incorporated    by reference to Exhibit 10.35 to the Company’s Annual    Report on Form 10-K for the year ended December 31,    2003)  10.33     —     Amended and Restated Master Agreement, dated as of June 26,    2003, among ChoicePoint Inc. as Guarantor, ChoicePoint Inc. and    certain subsidiaries of ChoicePoint Inc. that may hereafter    become party hereto, as Lenders and SunTrust Bank, as Agent    (incorporated by reference to Exhibit 10.3 to the    Company’s Quarterly Report on Form 10-Q for the quarter    ended June 30, 2003).  10.34     —     First Amendment to Amended and Restated Master Agreement, dated    as of February 16, 2005, among ChoicePoint Inc. as Lessee    and Guarantor, SunTrust Equity Funding, LLC, as Lessor, SunTrust    Bank, as Agent, and SunTrust Bank, Fleet National Bank and BNP    Paribas, as Lenders
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       **Exhibit**    **Number**   **Description**       10.35     —     Amended and Restated Master Lease Agreement, dated as of    June 26, 2003, between SunTrust Equity Funding, LLC, as    Lessor, and ChoicePoint Inc. and certain subsidiaries of    ChoicePoint Inc., as Lessees (incorporated by reference to    Exhibit 10.4 to the Company’s Quarterly Report on Form    10-Q, for the quarter ended June 30, 2003)  10.36     —     Amended and Restated Guaranty Agreement from ChoicePoint Inc.    dated as of June 26, 2003 (incorporated by reference to    Exhibit 10.6 to the Company’s Quarterly Report on Form    10-Q for the period ended June 30, 2003).  10.37     —     Amended and Restated Loan Agreement, dated as of June 26,    2003, among SunTrust Equity Funding, LLC, as Lessor and    Borrower, the financial institutions party hereto, as Lenders    and SunTrust Bank, as Agent (incorporated by reference as    Exhibit 10.5 to the Company’s Quarterly Report on Form    10-Q for the period ended June 30, 2003).  10.38     —     Construction Agency Agreement, dated as of August 29, 2001,    Among Atlantic Financial Group, Ltd. and ChoicePoint Inc., as    Construction Agent (incorporated by reference to    Exhibit 10.4 of the Company’s Quarterly Report on Form    10-Q, for the Quarter ended September 30, 2001)  10.39     —     Georgia Lease Supplement and Short Form, dated as of    August 29, 2001, between Atlantic Financial Group, Ltd., a    Texas Limited Partnership doing business in Georgia as Atlantic    Financial Group, Ltd. (L.P.)(Texas), as Lessor, and ChoicePoint    Inc., a Georgia corporation, as Lessee (incorporated by    reference to Exhibit 10.36 to the Company’s Annual    Report on Form 10-K for the year ended December 31, 2002)  10.40     —     Supplement to Georgia Lease Supplement and Short Form, dated as    of August 29, 2001, between Atlantic Financial Group, Ltd.,    a Texas limited partnership doing business in Georgia as    Atlantic Financial Group, Ltd. (L.P.) (Texas), as Lessor, and    ChoicePoint Inc., a Georgia corporation, as Lessee (incorporated    by reference to Exhibit 10.37 to the Company’s Annual    Report on Form 10-K for the year ended December 31, 2002)  10.41     —     Partial Lease Termination Agreement, dated as of August 29,    2001, by and between SunTrust Banks, Inc., as Lessor, and    ChoicePoint Inc., as Lessee (incorporated by reference to    Exhibit 10.38 to the Company’s Annual Report on Form    10-K for the year ended December 31, 2002)  10.42     —     Loan Agreement, dated as of July 2, 2001, among ChoicePoint    Financial Inc., as Borrower, ChoicePoint Inc., as Initial    Servicer, Three Pillars Funding Corporation, as Lender, and    SunTrust Equitable Securities Corporation, as Administrator    (incorporated by reference to Exhibit 10.1 of the    Company’s Quarterly Report on Form 10-Q, for the quarter    ended June 30, 2001)  10.43     —     Amendment #1 to Loan Agreement, dated July 1, 2002    among ChoicePoint Financial Inc., as Borrower, ChoicePoint Inc.,    as Servicer, Three Pillars Funding Corporation, as Lender, and    SunTrust Capital Markets, Inc., as Administrator (incorporated    by reference to Exhibit 10.40 to the Company’s Annual    Report on Form 10-K for the year ended December 31, 2002)  10.44     —     Amendment #2 to Loan Agreement, dated December 31,    2002 Among ChoicePoint Financial Inc., as Borrower, ChoicePoint    Inc., as Servicer, Three Pillars Funding Corporation, as Lender,    and SunTrust Capital Markets, Inc., as Administrator    (incorporated by reference to Exhibit 10.41 to the    Company’s Annual Report on Form 10-K for the year ended    December 31, 2002)  10.45     —     Amendment #3 to Loan Agreement dated as of June 30,    2003 (incorporated by reference to Exhibit 10.2 to the    Company’s Quarterly Report on Form 10-Q, for the quarter    ended June 30, 2003)  10.46     —     Amendment #4 to Loan Agreement dated as of June 28,    2004 (incorporated by reference to Exhibit 10.1 to the    Company’s Quarterly Report on Form 10-Q, for the quarter    ended June 30, 2004)  10.47     —     Receivables Sale and Contribution Agreement, dated as of    July 2, 2001, among ChoicePoint Services Inc., PRC    Corporation, ChoicePoint Business and Government Services Inc.,    ChoicePoint Direct Inc., Statewide Data Services, Inc.,    I.R.S.C., Inc., ChoicePoint Public Records Inc., Patlex    Corporation, National Safety Alliance, Incorporation, BTi    Employee Screening Services, Inc. and each other Subsidiary of    ChoicePoint Inc. that hereafter becomes a Party hereto, as    Originators, and ChoicePoint Capital Inc., as Buyer    (incorporated by reference to Exhibit 10.2 of the    Company’s Quarterly Report on Form 10-Q, for the quarter    Ended June 30, 2001)
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       **Exhibit**    **Number**   **Description**       10.48     —     Receivables Sale Agreement, dated as of July 2, 2001, among    ChoicePoint Capital Inc., as Seller, and ChoicePoint Financial    Inc., as Purchaser (incorporated by reference to    Exhibit 10.3 of the Company’s Quarterly Report on Form    10-Q, for the quarter ended June 30, 2001)  10.49     —     Amendment No. 1 to Receivables Sale and Contribution    Agreement, dated as of January 31, 2003 (incorporated by    reference to Exhibit 10.1 of the Company’s Quarterly    Report on Form 10-Q, for the quarter ended March 31, 2003)  13      —     The inside front cover, pages 12 – 53 and the inside    back cover of the Company’s 2004 Annual Report to    Shareholders.  21      —     Subsidiaries of the Company  23      —     Consent of Deloitte & Touche LLP, Independent Auditors  31.1     —     Certification of Derek V. Smith, Chief Executive Officer,    pursuant to Rule 13(a)-14(a) or 15d-14(a), as adopted pursuant    to Section 302 of the Sarbanes-Oxley Act of 2002  31.2     —     Certification of Steven W. Surbaugh, Chief Financial Officer,    pursuant to Rule 13(a)-14(a) or 15d-14(a), as adopted pursuant    to Section 302 of the Sarbanes-Oxley Act of 2002  32.1     —     Certification of Derek V. Smith, Chief Executive Officer,    pursuant to 18 U.S.C. Section 1350, as adopted    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  32.2     —     Certification of Steven W. Surbaugh, Chief Financial Officer,    pursuant to 18 U.S.C. Section 1350, as adopted    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  99.1     —     Independent Auditors’ Report on Financial Statement    Schedule — Deloitte & Touche LLP *     Management contract, compensatory plan or arrangement required    to be filed as an exhibit.     Copies of the Company’s Form 10-K that are furnishedpursuant to the written request of the Company’sshareholders do not include the exhibits listed above. Anyshareholder desiring copies of one or more of such exhibitsshould write to the Company’s Office of CorporateSecretary, specifying the exhibit or exhibits requested.
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**SIGNATURES**     Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the Registrant has duly causedthis report to be signed on its behalf by the undersigned,thereunto duly authorized, in the City of Alpharetta, State ofGeorgia, on March 15, 2005. CHOICEPOINT INC.     By:     /s/ Derek V. Smith       Derek V. Smith *Chairman and Chief Executive Officer*     Pursuant to the requirements of the Securities Exchange Act of1934, this report has been signed below by the following personson behalf of the Registrant and in the capacities and on thedates indicated.       **Signature** **Title** **Date**          /s/ Derek V. Smith