##### Table of Contents






UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




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Form 10-K

FOR ANNUAL AND TRANSITION REPORTS PURSUANT

TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934


|                               |  |                                                                                             
|------------------------------ |  | --------------------------------------------------------------------------------------------
|(Mark One)                     |  |                                                                                             
|[X]                            |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934    
|                              
|                               |  | For the fiscal year ended December 31,
    2003                                             
|                              
|or                            
|[  ]                           |  | 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



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ChoicePoint Inc.

(Exact Name of Registrant as Specified in Its
Charter)


|                                                                                        |  |                                         
|--------------------------------------------------------------------------------------- |  | ----------------------------------------
|Georgia                                                                                 |  | 58-2309650                              
|(State or Other Jurisdiction of
    Incorporation or Organization)                      |  | (I.R.S. Employer
    Identification No.)
|                                                                                       
|1000 Alderman Drive
    Alpharetta, Georgia(Address of Principal Executive
    Offices) |  | 30005(Zip Code)                         

(770) 752-6000

(Registrants Telephone Number, Including
Area Code)


Securities Registered Pursuant to
Section 12(b) of the Act:

|                                       |  |                                          
|-------------------------------------- |  | -----------------------------------------
|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 the Act:

None


Indicate
by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days.    YES þ        NO o

Indicate by check mark if
disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be
contained, to the best of Registrants knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to
this Form 10-K o

Indicate by check mark
whether the registrant is an accelerated filer (as defined in
Exchange Act
Rule 12b-2).    YES þ        NO o

The aggregate market
value of the voting stock held by non-affiliates of the
Registrant as of June 30, 2003: $2,943,718,441 (based on
the closing sale price of the Registrants Common Stock on
that date as reported on the New York Stock Exchange).

Indicate the number of
shares outstanding of each of the registrants classes of
common stock, as of the latest practicable date: 88,003,626
shares of Common Stock, par value $.10 per share, outstanding as
of February 29, 2004.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of ChoicePoint
Inc.s Proxy Statement relating to the 2004 Annual Meeting
of Shareholders are incorporated herein by reference in Part
III, Items 10, 11, 12, 13 and 14.

Portions of ChoicePoint
Inc.s Annual Report to Shareholders for the year ended
December 31, 2003 are incorporated herein by reference in
Parts II and IV.



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TABLE OF CONTENTS






|                                                   |          |  |                                                                                                                          |      |  |    | 
|-------------------------------------------------- | -------- |  | ------------------------------------------------------------------------------------------------------------------------ | ---- |  | -- | 
|                                                   |          |  |                                                                                                                          | Page
|                                                   |          |  |                                                                                                                          |     
|Part I                                             |          |  | 1                                                                                                                        |     
|                                                   | Item 1.  |  | Business                                                                                                                 |      |  | 1  | 
|                                                   | Item 2.  |  | Properties                                                                                                               |      |  | 5  | 
|                                                   | Item 3.  |  | Legal Proceedings                                                                                                        |      |  | 6  | 
|                                                   | Item 4.  |  | Submission of Matters to a
    Vote of Security Holders                                                                  |      |  | 6  | 
|                                                   | Item X   |  | Executive Officers of the
    Registrant                                                                                 |      |  | 7  | 
|Part II                                            |          |  | 8                                                                                                                        |     
|                                                   | Item 5.  |  | Market for the
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity Securities |      |  | 8  | 
|                                                   | Item 6.  |  | Selected Financial Data                                                                                                  |      |  | 8  | 
|                                                   | Item 7.  |  | Managements Discussion
    and Analysis of Financial Condition and Results of Operations                                |      |  | 8  | 
|                                                   | Item 7A. |  | Quantitative and Qualitative
    Disclosures About Market Risk                                                           |      |  | 12 | 
|                                                   | Item 8.  |  | Financial Statements and
    Supplementary Data                                                                          |      |  | 13 | 
|                                                   | Item 9.  |  | Changes in and Disagreements
    with Accountants on Accounting And Financial Disclosure                                 |      |  | 13 | 
|                                                   | Item 9A. |  | Controls and Procedures                                                                                                  |      |  | 13 | 
|Part III                                           |          |  | 13                                                                                                                       |     
|                                                   | Item 10. |  | Directors and Executive
    Officers of the Registrant                                                                   |      |  | 13 | 
|                                                   | Item 11. |  | Executive Compensation                                                                                                   |      |  | 14 | 
|                                                   | Item 12. |  | Security Ownership of
    Certain Beneficial Owners and Management and Related Stockholder
    Matters                   |      |  | 14 | 
|                                                   | Item 13. |  | Certain Relationships and
    Related Transactions                                                                       |      |  | 14 | 
|                                                   | Item 14. |  | Principal Accountant Fees
    and Services                                                                               |      |  | 14 | 
|Part IV                                            |          |  | 14                                                                                                                       |     
|                                                   | Item 15. |  | Exhibits, Financial
    Statement Schedules and Reports on Form 8-K                                                      |      |  | 14 | 
|Signatures                                         |          |  | 20                                                                                                                       |     
|EX-10.11 1997 OMNIBUS STOCK INCENTIVE PLAN        
|EX-10.13 FIRST AMENDMENT TO THE 2003 OMNIBUS      
|EX-10.20 FOURTH AMENDMENT TO THE DEFERRED COMPEN. 
|EX-10.21 FIFTH AMENDMENT TO THE DEFERRED COMPEN.  
|EX-10.23 EMPLOYEE BENEFITS AGREEMENT              
|EX-10.26 MASTER AGREEMENT                         
|EX-10.30 LEASE AGREEMENT                          
|EX-10.31 GEORGIA LEASE SUPPLEMENT                 
|EX-10.34 OPERATIVE GUARANTY                       
|EX-10.35 CONSTRUCTION AGENCY AGREEMENT            
|EX-13 PORTION OF 2002 ANNUAL REPORT TO SHAREHOLDER
|EX-21 SUBSIDIARIES OF THE COMPANY                 
|EX-23 CONSENT OF DELOITTE & TOUCHE LLP            
|EX-31.1 CERTIFICATION OF DEREK V. SMITH, CEO      
|EX-31.2 CERTIFICATION OF STEVEN W. SURBAUGH, CFO  
|EX-32.1 CERTIFICATION OF DEREK V. SMITH, CEO      
|EX-32.2 CERTIFICATION OF STEVEN W. SURBAUGH, CFO  
|EX-99 INDEPENDENT AUDITORS' REPORT                



This Form 10-K and other statements issued
or made from time to time by ChoicePoint Inc. or its management
contain statements which may constitute Forward-Looking
Statements within the meaning of the Securities Act of
1933, as amended, and the Securities Exchange Act of 1934, as
amended by the Private Securities Litigation Reform Act of 1995.
Those statements and information are based on managements
beliefs, plans, expectations and assumptions and on information
currently available to ChoicePoint. The words may,
should, expect, anticipate,
intend, plan, continue,
believe, seek, project,
estimate and similar expressions used in this report
that do not relate to historical facts are intended to identify
forward-looking statements.

The forward-looking statements in this report are
not guarantees of future performance and involve certain risks,
uncertainties and assumptions. Such risks, uncertainties and
assumptions include, but are not limited to those described in
Item 7, Managements Discussion and Analysis of
Financial Condition and Results of Operations  Risk
Factors. Many of such factors are beyond
ChoicePoints ability to control or predict. As a result,
ChoicePoints future actions, financial position, results
of operations and the market price of ChoicePoints common
stock could differ materially from those expressed in any
forward-looking statements made by ChoicePoint. Do not put undue
reliance on forward-looking statements. ChoicePoint does not
intend to publicly update any forward-looking statements that
may be made from time to time by, or on behalf of, ChoicePoint,
whether as a result of new information, future events or
otherwise.

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PART I




Item 1.Business

General

ChoicePoint Inc., a Georgia corporation
(ChoicePoint or the Company), was
incorporated in 1997. Over the past six years, ChoicePoint has
transformed from a predominately manually-driven and insurance
customer-focused asset base into the diversified, technology
driven, data intensive business it is today. Given the unique
data and analytical and distribution capabilities, ChoicePoint
is the leading provider of identification and credential
verification services for making smarter decisions in a world
challenged by increased risks. Serving the needs of business,
government, non-profit organizations and individuals,
ChoicePoint works to create a safer and more secure society
through the responsible use of information while ensuring the
protection of personal privacy.

Based on market share, ChoicePoint is a leading
provider of risk management and fraud prevention information and
related technology solutions to the insurance industry. The
Company also offers risk management and fraud prevention
solutions to organizations in other industries. The Company
operates its business through three primary service groups:
Insurance Services, Business & Government Services and
Marketing Services.

The Insurance Services group provides information
products, software and services used in the underwriting and
claims processes by property and casualty insurers. Insurance
Services major offerings include claims history data,
motor vehicle records, police records, credit information and
modeling services to the personal lines property and casualty
market and customized policy rating, issuance and administration
software and related business outsourcing services to the
commercial insurance market. The Company also provided property
inspections and audits to the commercial insurance market until
the sale of this business in February 2003.

The Business & Government Services group
provides information products and services to Fortune 1000
corporations, consumer finance companies, asset-based lenders,
legal and professional service providers, health care service
providers, non-profit organizations, small businesses, private
investigators, consumers and federal, state and local government
agencies. Major offerings include pre-employment background
screenings and drug testing administration services, public
record, background and relationship searches, vital records,
tenant screening services, credential verification, due
diligence information, Uniform Commercial Code searches and
filings, people and shareholder locator information services,
authentication, regulatory compliance services and DNA
identification services.

The Marketing Services group provides direct
marketing services to Fortune 1000 corporations, insurance
companies and financial institutions. Marketing Services offers
a full range of products including data, print fulfillment,
database and campaign management services, as well as Web-based
delivery solutions.

ChoicePoints strategic goal is to be the
leading provider of enhanced information services to a broad
range of industries. The Company is continuing to expand its
data distribution, data gathering and technological
capabilities, and believes that it is positioned to offer a
variety of new products to a diverse set of industries. The
Company intends to accomplish its goals by expanding its
presence in business and government markets, pursuing
acquisitions and strategic alliances, developing and enhancing
key technological capabilities, developing new products and
services and maintaining solid financial performance.

Strategic Acquisitions, Divestitures and
Alliances

The Companys acquisition strategy is to
purchase or partner with organizations that add new data,
markets and technology to ChoicePoints operations.

In January 2003, the Company acquired National
Data Retrieval, Inc., a leading provider of public records
information for bankruptcies, civil judgments and federal and
state tax liens, which allows the

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Company to expand its civil record collection
business and The List Source, Inc., d/b/a Kramer Lead Marketing
Group, a marketing company serving the life and health insurance
and financial services markets.


In June 2003, the Company purchased Mortgage
Asset Research Institute, Inc., which operates databases that
help monitor and identify fraud, misrepresentation and
misconduct in the mortgage industry.

In July 2003, the Company acquired Identico
Systems, LLC, a real-time provider of customer identity
verification via face-to-face transactions at the point of sale.

In August 2003, the Company purchased certain
assets of TML Information Services, Inc., a provider of motor
vehicle reports.

In September 2003, the Company acquired the
assets of insuranceDecisions, Inc., a provider of full service
claims administration applications to the insurance industry and
the assets of Bridger Systems, Inc., which assists customers
with compliance with the USA PATRIOT Act, Office of Foreign
Assets Control and other requirements.

To complement the Companys tenant screening
services, in October 2003, the Company acquired CITI NETWORK,
Inc. d/b/a Applicant Screening and Processing, which provides
residential screening services to apartment communities.

In February 2004, ChoicePoint acquired The
Templar Corporation, a provider of advanced and secure
information technology solutions.

In February 2003, the Company sold its CP
Commercial Specialists (CPCS) division, a provider
of property inspections and audits to the commercial insurance
market.

Products and Customers

As indicated above, the Company operates through
three primary service groups: Insurance Services, Business &
Government Services and Marketing Services. ChoicePoints
offices are located throughout the United States. The
Companys business is not materially seasonal. The
following table reflects the revenue generated by each of
ChoicePoints three primary service groups, and from the
royalty and divested and discontinued product lines, from 2001
through 2003 and the percentage contribution by each group to
ChoicePoints revenue for each such year. The royalty
revenue is generated from laser technology patents held by the
Company. The remaining patents underlying this revenue expire
between November 2004 and May 2005. Due to changes in accounting
rules in 2002, CPCS is reported as discontinued operations and
its revenues are excluded from the amounts below.

Historical Revenue by Service Group

|                                      |       |                        |         |         |  |        |     |   |  |        |         |         |  |  |     |   |  |   |         |         |  |  |     |   | 
|------------------------------------- | ----- | ---------------------- | ------- | ------- |  | ------ | --- | - |  | ------ | ------- | ------- |  |  | --- | - |  | - | ------- | ------- |  |  | --- | - | 
|                                      |       |                        |         |         |  |       
|                                      |       | 2003                   |         | 2002    |  | 2001  
|                                      |       |                        |         |         |  |       
|                                      |       | Amount                 |         | %       |  | Amount |     | % |  | Amount |         | %      
|                                      |       |                        |         |         |  |        |     |   |  |        |         |        
|                                      |       |                       
|                                      |       | (Dollars in thousands)
|Insurance Services                    |       | $                      | 309,124 |         |  |        | 41  | % |  | $      | 270,282 |         |  |  | 39  | % |  | $ | 227,727 |         |  |  | 38  | %
|Business & Government Services        |       |                        | 339,483 |         |  |        | 45  |   |  |        | 308,761 |         |  |  | 45  |   |  |   | 267,409 |         |  |  | 44  |  
|Marketing Services                    |       |                        | 96,642  |         |  |        | 13  |   |  |        | 105,833 |         |  |  | 15  |   |  |   | 76,461  |         |  |  | 13  |  
|Royalty                               |       |                        | 5,102   |         |  |        | 1   |   |  |        | 5,855   |         |  |  | 1   |   |  |   | 6,808   |         |  |  | 1   |  
|Divested & Discontinued Product Lines |       |                        |        |         |  |        |    |   |  |        | 72      |         |  |  |    |   |  |   | 24,243  |         |  |  | 4   |  
|                                      |       |                        |         |         |  |        |     |   |  |        |         |         |  |  |     |   |  |   |         |         |  |  |     |  
|Revenue from Products and Services    |       |                        | 750,351 |         |  |        | 100 | % |  |        | 690,803 |         |  |  | 100 | % |  |   | 602,648 |         |  |  | 100 | %
|Reimbursable Expenses                 |       |                        | 45,395  |         |  |        |     |   |  |        | 38,520  |         |  |  |     |   |  |   | 38,028  |         |  |  |     |  
|                                      |       |                        |         |         |  |        |     |   |  |        |         |         |  |  |     |   |  |   |         |         |  |  |     |  
|                                      | Total |                        | $       | 795,746 |  |        |     |   |  |        | $       | 729,323 |  |  |     |   |  |   | $       | 640,676 |  |  |     |   | 
|                                      |       |                        |         |         |  |        |     |   |  |        |         |         |  |  |     |   |  |   |         |         |  |  |     |  

Insurance Services.ChoicePoint provides underwriting
information to property and casualty insurance companies in the
United States. Personal lines property and casualty insurance
services include underwriting and claims information, such as
motor vehicle reports, police reports, the Companys
Comprehensive Loss

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Underwriting Exchange
(C.L.U.E.®) and Current Carrier® database
services, vehicle registration services, credit reports,
modeling services, ChoicePointLink® (insurance agent
software), and drivers license information. C.L.U.E. is a
proprietary database comprised of claims information contributed
by major insurance underwriters (and accessed by those same
underwriters) which enables them to underwrite in the auto and
home insurance markets. Current Carrier is a proprietary
database comprised of information regarding current and previous
insurance coverage and possible lapses in coverage.
ChoicePoints proprietary ChoicePoint RulesTM
system automates customer-specific decision making criteria to
provide property and casualty insurance underwriters with
decision management tools that streamline and reduce the cost of
the underwriting process. This service group offers information
delivery services to its clients using system-to-system and
Internet communications. ChoicePoint also provides modeling
services to the personal lines property and casualty market and
development of high-end customized application rating and
issuance software for commercial customers. The Company also
provides customized policy rating, issuance and administration
software and related business outsourcing services to the
commercial insurance market. Until the sale of the CPCS group in
February 2003, ChoicePoint provided other services to the
commercial property and casualty insurance market, which
included commercial inspections for underwriting purposes and
workers compensation audits of commercial properties. Until the
sale of the Osborn Group, Inc. in August 2001, ChoicePoint also
provided laboratory information services and related technology
offerings to major life and health insurance companies in the
United States.


Business & Government Services.In addition to serving the property
and casualty insurance markets, ChoicePoint provides information
products and services to Fortune 1000 corporations, consumer
finance companies, asset-based lenders, legal and professional
service providers, health care service providers, non-profit
organizations, small businesses, consumers and local, state and
federal government agencies. For instance, the Company provides
information and services to customers in a variety of industries
for use in the hiring and employee regulatory compliance
process, including: (1) pre-employment background screenings,
which include credit and driving record checks, prior employment
verification, education and licensing verification and criminal
record searches; (2) comprehensive drug screening program
management and administration and due diligence and credential
verification services to legal and professional service
providers; (3) tenant screening services; (4) volunteer
screening services and (5) authentication services and DNA
identification services.

The Company also provides enhanced information
services to government agencies, such as uncovering ownership of
hidden assets, locating individuals and providing leads for
criminal and civil investigations, assisting with homeland
security initiatives and providing information to certain
Medicare and Medicaid providers and provider applicants to
assist in identifying and reducing health care fraud. In
connection with its Business & Government Services, the
Company provides online and on-demand searches and filings of
public business records, including Uniform Commercial Code
searches and filings, bankruptcy, lien and judgment searches,
regulatory compliance services, searches of partnership and
corporation filing records, and criminal record searches to
assist organizations and lending institutions in managing
potential risk exposure. The Company also provides services that
facilitate ordering certified vital records such as birth,
death, marriage and divorce certificates.

Marketing Services.ChoicePoint also provides direct
marketing and database marketing services to Fortune 1000
corporations, insurance companies and financial institutions.
Marketing Services offers a full range of products including
data, print fulfillment, database and campaign management
services, as well as Web-based solutions.

For additional information regarding these
service groups, see Note 11 to the Consolidated Financial
Statements incorporated by reference into this report.

Customers.ChoicePoints customer base
includes substantially all domestic insurance companies, many
Fortune 1000 corporations, non-profit organizations, small
businesses, financial institutions, consumers and certain local,
state and federal government agencies. The Company has more than
50,000 customers, none of which represented more than 10% of the
Companys total revenue in 2003.

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ChoicePoints customers include federal,
state, and local governments. Government business is subject to
many unique risks, such as delays in funding, reduction or
modification of contracts or subcontracts, failure to exercise
options, changes in government policies, and the imposition of
budgetary restraints.

Each of ChoicePoints current service groups
has the capability to receive orders for and deliver products
and services through electronic communications. The Company
supplies software to customers that wish to access the Company
using private networks.

Competition

The Company operates in a number of geographic
and product and service markets, which are highly competitive.
In the Insurance Services market, ChoicePoints property
and casualty competitors include Trans Union Corporation, Fair
Isaac & Company, Inc., American Insurance Services Group, a
unit of Insurance Services Office, Inc., Metropolitan Reporting
Bureau, Explorer Information Services and Insurance Information
Exchange, L.L.C., a subsidiary of ISO Claims Services, Inc.,
while the Companys competitors in the commercial insurance
market are Computer Sciences Corporation, CGI Group Inc. and
Fiserv, Inc. In the Business & Government Services market,
ChoicePoints competitors in the automated public records
market currently include the Lexis-Nexis service of Reed
Elsevier PLC, First Data Corporation, Seisint, Inc., First
Advantage Corporation, Merlin Information Services, LocatePLUS
Holdings Corporation and infoUSA Inc., while its
competitors in the pre-employment screening and drug testing
services market include Kroll Inc., various security companies
and clinical laboratories, including pre-screening services of
Automatic Data Processing, Inc., The First American Corporation,
Total Information Services, a subsidiary of US Investigations
Services, Inc., and Laboratory Corporation of America Holdings.
Its competitors in the vital records market include
USAVital.com, a subsidiary of Backgrounds USA,
NationalBirthCertificate.com, Mantech International Corporation,
Genesis Systems, Inc. and QS Technologies, Inc. and in the
permit services market the primary competitors are Comdata
Transportation Services, a division of Ceridian Corporation and
Xero-Fax, Inc. Its competitors in database marketing services
offerings include Acxiom Corporation, Knowledge Base Inc. and
Harte-Hanks Communications, Inc. With respect to its offerings
of consumer benefit services such as those provided by its
subsidiary, EquiSearch Services Inc. (EquiSearch),
the Company competes with Keane Tracers, Inc. and Georgeson
Communications Corporation. For DNA identification services, the
Company competes with Orchid BioSciences, Inc. and Myriad
Genetics Inc. In each of its markets, the Company competes on
the basis of responsiveness to customer needs, price and the
quality and range of products and services offered.

Sources of Supply

ChoicePoints operations depend upon
information derived from a wide variety of automated and manual
sources. External sources of data include public records
information companies, governmental authorities and online
search systems. ChoicePoint has no reason to anticipate the
termination of any significant relationships with data
suppliers. However, if material changes in state or federal laws
regulating or prohibiting the distribution of certain data or
public records were to occur, the Companys business,
financial position and results of operations could be materially
affected. In the event that such a termination occurs, the
Company believes that it could acquire the data from other
sources; however, such termination could have a material adverse
effect on the Companys financial position or results of
operations.

ChoicePoint currently maintains databases that
contain information provided and used by insurance underwriters.
The information comprising these databases is not owned by
ChoicePoint, and the participating organizations could
discontinue contributing information to the databases. If this
were to occur, the Companys financial position and results
of operations would be materially affected. ChoicePoint
believes, however, that such an event is unlikely because
contributors to the databases depend upon the aggregated
information in such databases to conduct their business
operations.

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Employees

As of December 31, 2003, ChoicePoint
employed approximately 4,100 persons, none of whom were
unionized. All of the Companys workforce is employed in
the United States. As of December 31, 2003, ChoicePoint
employed approximately 240 individuals in Hartford, Connecticut
in its Insurity facilities, approximately 40 individuals in
Santa Ana, California at one of its ChoicePoint Public Records
Group (PRG) locations, approximately 215 individuals
in Peoria, Illinois in one of its ChoicePoint Precision
Marketing (CPM) locations, approximately 70
individuals in the WorkPlace Solutions St. Petersburg, Florida
office, approximately 37 employees in White Plains, New York at
its EquiSearch offices, and approximately 70 individuals at the
Boston, Massachusetts CPPM, Inc. office. The Company has
approximately 300 employees at the CPM Pensacola, Florida
office, approximately 90 National Safety Alliance employees in
Nashville, Tennessee, approximately 85 employees at Bode Labs in
Springfield, Virginia, approximately 50 BTi employees in Dallas,
Texas, approximately 55 employees in the WorkPlace Solutions Los
Angeles, California office, approximately 100 WorkPlace
Solutions employees in the Charlotte, North Carolina office and
about 320 PRG employees in Boca Raton, Florida. ChoicePoint has
approximately 60 employees at its Vital Chek office in
Nashville, Tennessee, approximately 38 employees at the Bridger
Systems office in Bozeman, Montana and about 60 employees at the
Resident Data offices in Dallas, Texas. Approximately 1,240
individuals are employed in the Atlanta area in the
Companys headquarters and four branch office locations.
The balance of ChoicePoints employees is located in the
Companys remaining offices throughout the United States.
ChoicePoint believes that its relations with its employees are
good.

Proprietary Matters

ChoicePoint owns a number of trademarks and trade
names that ChoicePoint believes are important to its business.
Except for the ChoicePoint trademark and logo, however, the
Company is not dependent upon any single trademark or trade name
or group of trademarks or trade names. The current duration for
federal registrations range from seven to fifteen years, but
each trademark registration generally may be renewed an
unlimited number of times as long as the trademark is in use.
Additional trademarks and trade names used in the Companys
business are registered and maintained in the U.S.
ChoicePoint®, the ChoicePoint logo, ScreenNow®,
Current Carrier, VitalChek®, AutoTrackXP® and C.L.U.E.
are registered trademarks of ChoicePoint Asset Company, a wholly
owned subsidiary of the Company.

ChoicePoint owns a 62.5% interest in revenue
relating to certain patents involving laser technology, which
expire between November 2004 and May 2005. Upon the expiration
of the applicable patent, ChoicePoint loses its right to exclude
others from exploiting the inventions claimed therein, and
accordingly, the obligations of third parties to make royalty
payments will cease.

Where You Can Find More Information

ChoicePoint files annual, quarterly, and current
reports, proxy statements, and other information with the
Securities and Exchange Commission (SEC). You may
read and copy any materials ChoicePoint files with the SEC, at
the SECs Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. For information on the operation of the
Public Reference Room, call the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers
such as ChoicePoint that file electronically with the SEC at
http://www.sec.gov. The Company makes its annual report on Form
10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K, and all amendments to such reports filed pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended, available (free of charge) on or through its
Internet Web site, located at www.choicepoint.com, as soon as
reasonably practicable after they are filed with or furnished to
the SEC.




Item 2.Properties

ChoicePoints principal executive offices
are located in 206,000 square feet of office space in
Alpharetta, Georgia, a suburb of Atlanta. As of
December 31, 2003, ChoicePoint maintained approximately 50
other offices in the United States. These offices, all of which
are leased, contain a total of approximately

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680,000 square feet of space. Through CPM,
ChoicePoint owns four buildings in Peoria, Illinois representing
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 general commercial type
for conducting its business.


ChoicePoint completed construction on a 200,000
square foot data center adjacent to its principal executive
offices at the Alpharetta, Georgia location in the second
quarter of 2003.

In March 2003, ChoicePoint sold a building in
Norcross, Georgia owned by ChoicePoint Services Inc. that
represented approximately 8,400 square feet. In October 2003,
ChoicePoint sold two buildings in Olathe, Kansas owned by
ChoicePoint Health Systems Inc. that represented approximately
99,000 square feet.




Item 3.Legal
Proceedings

A class action lawsuit against the Company was
filed in the United States District Court for the Middle
District of Florida on May 30, 2003 (last styled Russell
V. Rosen and Rabbi Joel Levine et al. v. ChoicePoint Inc.)
alleging violations of the federal Drivers Privacy
Protection Act (DPPA). The plaintiffs recently
dismissed this case against all defendants. Three ChoicePoint
entities have been added as defendants in a similar complaint
filed in the United States District Court for the Southern
District of Florida (styled Fresco, et al. v. Automotive
Directions Inc., et al.) Additionally, Russell V. Rosen and
Rabbi Joel Levine have been added as plaintiffs in this case.
The complaints allege that the Company has obtained, disclosed
and used information obtained from the Florida Department of
Highway Safety and Motor Vehicles (Florida DHSMV) in
violation of the DPPA. The plaintiffs seek to represent classes
of individuals whose personal information from Florida DHSMV
records has been obtained, disclosed and used for marketing
purposes or other allegedly impermissible uses by ChoicePoint
without the express written consent of the individual. A number
of the Companys competitors have also been sued in the
same or similar litigation in Florida.

In addition, on July 10, 2003, a plaintiff
filed a class action lawsuit against the Company in the United
States District Court for the Eastern District of Louisiana
(styled Betty D. Russell v. ChoicePoint Services, Inc.)
that alleges substantially similar violations of the DPPA. The
plaintiff sought to represent a national class of all
individuals whose information the Company has obtained from
motor vehicle records and a subclass of all individuals
domiciled in Louisiana whose information the Company has
obtained from motor vehicle records in Louisiana. ChoicePoint
filed a Motion to Dismiss. The Court granted such motion in part
and denied in part.

Each of these complaints seeks certification as a
class action, compensatory damages, attorneys fees and
costs, and injunctive and other relief. The Company intends to
defend against these actions vigorously. While the ultimate
resolution of these cases cannot presently be determined, an
unfavorable outcome in any of these cases could have a material
adverse effect on the Companys financial position or
results of operations.

ChoicePoint also is involved in litigation from
time to time in the ordinary course of its business. The Company
provides for estimated legal fees and settlements relating to
pending lawsuits when they are probable and reasonably
estimated. The Company does not believe that the outcome of any
such pending or threatened litigation in the ordinary course of
business will have a material adverse effect on the financial
position or results of operations of ChoicePoint. However, as is
inherent in legal proceedings where issues may be decided by
finders of fact, there is a risk that unpredictable decisions
adverse to the 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 the Company during the quarter ended
December 31, 2003.

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##### Table of Contents






Item X.Executive
Officers of the Registrant

Set forth below is certain biographical
information with respect to each executive officer of the
Company, as of March 1, 2004:

|                                                                               |  |     |    |                         |  |  |      | 
|------------------------------------------------------------------------------ |  | --- | -- | ----------------------- |  |  | ---- | 
|Name and Position                                                              |  | Age |    | Executive Officer Since
|                                                                               |  |     |    |                        
|Derek V. Smith, Chairman and Chief Executive
    Officer                       |  |     | 49 |                         |  |  | 1997 | 
|Douglas C. Curling, President and Chief Operating
    Officer                  |  |     | 49 |                         |  |  | 1997 | 
|David T. Lee, Executive Vice President                                         |  |     | 44 |                         |  |  | 1997 | 
|J. Michael de Janes, General Counsel                                           |  |     | 46 |                         |  |  | 1997 | 
|David W. Davis, Corporate Secretary and Vice
    President, Government Affairs |  |     | 51 |                         |  |  | 2003 | 
|Steven W. Surbaugh, Chief Financial Officer                                    |  |     | 54 |                         |  |  | 2002 | 
|David E. Trine, Treasurer and Corporate Controller                             |  |     | 43 |                         |  |  | 2000 | 

Derek V. Smith,49,
has served as Chairman of the Board since May 1999 and as Chief
Executive Officer and a Director of the Company since May 1997.
He served as President of the Company from May 1997 until April
2002.

Douglas C. Curling,49, has served as President since
April 2002 and as Chief Operating Officer of the Company since
May 1999. He served as Chief Operating Officer and Treasurer
from May 1999 to May 2000 and served as Executive Vice
President, Chief Financial Officer and Treasurer of the Company
from 1997 until May 1999.

David T. Lee,44,
has served as Executive Vice President of the Company since May
1999 and served as Senior Vice President from 1997 until May
1999.

J. Michael de Janes,46, has served as General Counsel
since 1997 and also served as Secretary from April 1998 until
December 2003.

Steven W. Surbaugh,54, has served as Chief Financial
Officer since April 2002. Prior to April 2002, he was a partner
with Arthur Andersen LLP for more than five years, where he most
recently served as the partner-in-charge of the real estate,
financial services and not-for-profit audit practices in the
Atlanta, Georgia office.

David W. Davis,51,
has served as Corporate Secretary and Vice President, Government
Affairs since December 2003. He served as Staff Director and
Policy Director of the Office of the Vice Chair of the Senate
Republican Conference from January 2003 to December 2003 and
from 2001 to January 2003 he served as Chief of Staff and
Legislative Director for the Office of Senator Kay Bailey
Hutchison. From 1994 to 2001 Mr. Davis served as Military
Legislative Assistant and Deputy Chief of Staff for Senator
Hutchison.

David E. Trine,43
has served as Treasurer since May 2000 and as Vice
President  Corporate Controller since May 1999. He
served as Vice President  Finance and Accounting of
the Company from 1997 until May 1999.

There are no family relationships among the
executive officers of the Company, nor are there any
arrangements or understandings between any of the executive
officers and any other persons pursuant to which they were
selected as executive officers. The Board of Directors may elect
an executive officer or officers at any meeting of the Board of
Directors. Each executive officer is elected to serve until his
successor has been elected and has duly qualified. Elections of
executive officers generally occur each year at the Board of
Directors meeting held in conjunction with the Companys
Annual Meeting of Shareholders. In addition, the Chief Executive
Officer is authorized to appoint certain officers of the Company.

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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 New York Stock Exchange under the symbol
CPS. Information regarding the high and low sales
prices and the number of holders of the common stock is set
forth under the captions Market Information and
Quarterly Stock Performance in the 2003 Annual
Report to Shareholders (the Annual Report), a copy
of such sections is included in Exhibit 13 to this
Form 10-K and is incorporated herein by reference.

The Company does not pay cash dividends and does
not anticipate paying any cash dividends in the foreseeable
future. The Company currently intends to retain future earnings
to finance its operations and the expansion of its business. Any
future determination to pay cash dividends will be at the
discretion of the Companys Board of Directors and will be
dependent upon the Companys financial condition, operating
results, capital requirements and such other factors as the
Board of Directors deems relevant.




Item 6.Selected
Financial Data

The information included under the caption
Financial Highlights in the Annual Report, a copy of
such section is included in Exhibit 13 to this Form 10-K,
is incorporated herein by reference.




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 the
Annual Report, a copy of such section is included in Exhibit 13
to this Form 10-K, is incorporated herein by reference.

Risk Factors

You should carefully consider each of the
following risk factors and all of the other information in this
Annual Report on Form 10-K. These risks are not the only
ones facing the Company. ChoicePoints business operations
could also be impaired by additional risks and uncertainties
that, at present, are not known to the Company or that, at
present, are considered immaterial.

If any of the following risks and uncertainties
develops into actual events, our business, financial condition
and results of operations could be materially and adversely
affected. If that happens, the trading prices of our common
stock and any other securities we may issue in the future could
decline significantly.

The risk factors below contain forward-looking
statements regarding ChoicePoint. Actual results could differ
materially from those set forth in the forward-looking
statements. See Cautionary Statements Regarding
Forward-Looking Statements on page i, following the
Table of Contents.

Customers

We have few long-term agreements with our
customers. Although our management believes that the quality of
our products and services should permit us to maintain
relationships with our customers, there can be no assurance that
we will do so. Any loss of a significant number of our major
customers would have a material adverse effect on our business,
financial position, and results of operations.

Our customers include federal, state, and local
governments. Government business is subject to many unique
risks, such as delays in funding, reduction or modification of
contracts or subcontracts, failure to exercise options, changes
in government policies, and the imposition of budgetary
restraints. A loss of government contract revenues also could
have a material adverse effect on our business, financial
position, and results of operations.

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##### Table of Contents



The acquisition or consolidation of our customers
by another company could decrease the demand for our products
and services. After consolidation, these companies may
reorganize management responsibilities or strategic and
purchasing decisions that could adversely affect demand for our
products and services. We may lose business relationships with
key contacts within a customers organization due to budget
cuts, layoffs, or other changes resulting from an acquisition or
consolidation. The consolidation of companies also may alter the
technological infrastructure of the combined entity, and our
products and services may not be compatible with the new
technological system.

Acquisitions

Our long-term business strategy includes growth
through acquisitions. While we believe we have been successful
in implementing this strategy during prior years, we are not
certain that we will complete future acquisitions on acceptable
terms or that we will successfully integrate any acquired
assets, data or businesses into our operations. Any acquisitions
or investments will be accompanied by 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

We depend upon third-party information suppliers
for information used in our databases. The loss of some of our
data supply sources could have a material adverse effect on our
business, financial position, and results of operations. We rely
extensively upon data from external sources to maintain our
proprietary and non-proprietary databases, and our operations
depend upon information derived from a wide variety of automated
and manual sources. We obtain data from public records,
information companies, governmental authorities, competitors,
and customers. Our agreements with our data suppliers are
generally short-term agreements. Some of our suppliers are also
our competitors, which may make us vulnerable to unpredictable
price increases and may cause some suppliers not to renew
certain agreements. We have no reason to anticipate the
termination of any significant relationships with these data
suppliers and believe that in most cases substitute suppliers
could be arranged if any termination occurred. However, such a
termination could have a material adverse effect on our
business, financial position, and results of operations if we
were unable to arrange for substitute sources.

We currently maintain databases that contain
information provided and used by insurance underwriters. We do
not own the information in these databases, and the
participating organizations could discontinue contributing
information to the databases. If this information was withheld,
our business, financial position, and results of operations
would be materially adversely affected.

We use social security numbers to generate
certain reports. Social security numbers could become
unavailable to us in the future because of changes in the law or
because data suppliers decide not to supply

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##### Table of Contents



them to us. If we cannot obtain this information
in the future, we will be unable to generate reports as
efficiently. Although we use names, addresses, and dates of
birth to generate our reports, without the use of social
security numbers, we believe that those reports would not be as
complete or as accurate as the reports generated with social
security numbers. We also would incur significant expense to
revise the software we use to generate reports. Less complete or
less accurate reports could adversely affect our business,
financial position and results of operations.


We obtain the credit header data in our databases
from consumer credit reporting agencies. The data consists of
names, addresses, social security numbers, and dates of birth.
Any of these suppliers could stop supplying this data to us or
could substantially increase their prices. Withholding this data
could materially adversely affect our business, financial
position and results of operations.

Competition

The information industry in which we operate is
highly competitive, and we expect it to remain highly
competitive. In each of our markets, we compete on the basis of
price, quality, customer service, product and service selection.
Our competitive position in various market segments depends upon
the relative strength of our competitors in the segment and the
resources devoted to competing in that segment. Due to their
size, certain competitors may be able to allocate greater
resources to a particular market segment than we can. As a
result, these competitors may be in a better position to
anticipate and respond to changing customer preferences,
emerging technologies and market trends. In addition, new
competitors and alliances may emerge to take market share away
from us. We cannot be sure that we will be able to maintain or
strengthen our competitive position in our market segments,
especially against larger competitors. If we fail to
successfully compete, our business, financial position and
results of operations may be adversely affected.

Government Regulation and Adverse
Publicity

Because we use personal and public record
information to search our databases and access the databases of
others, we are vulnerable to government regulation and adverse
publicity concerning these uses. We provide many types of data
and services which already are subject to regulation under the
Fair Credit Reporting Act, Gramm-Leach-Bliley Act, Drivers
Privacy Protection Act, and to a lesser extent, various other
federal, state, and local laws and regulations. These laws and
regulations are designed to protect the privacy of the public
and to prevent the misuse of personal information in the
marketplace. However, many consumer advocates, privacy
advocates, and government regulators believe the existing laws
and regulations do not adequately protect privacy. They have
become increasingly concerned with the use of personal
information, particularly social security numbers, department of
motor vehicle data and dates of birth. As a result, they are
lobbying for further restrictions on the dissemination or
commercial use of personal information to the public and private
sectors. The following legal and regulatory developments could
have a material adverse affect on our business, financial
position 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 our
    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.                                                         

Attracting and Retaining Qualified
Personnel

We cannot be certain that we can continue to
attract and retain sufficient qualified management, technical,
sales, or other personnel necessary to conduct our business
successfully. The resignation, retirement,

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death or disability of our Chief Executive
Officer or Chief Operating Officer and the inability to
sufficiently replace either position could adversely affect our
business. During recent years, the Company has significantly
increased its senior management talent levels. Accordingly, the
dependency on the Chief Executive Officer and/or the Chief
Operating Officer will continue to diminish in future years.


System Interruptions

System interruptions could delay and disrupt our
products and services, cause harm to our business and reputation
and result in a loss of customers. We depend heavily upon our
computer systems, most of which are located in Alpharetta,
Georgia and Boca Raton, Florida, to provide reliable,
uninterrupted service. Certain events beyond our control, such
as fires, floods, earthquakes, hurricanes, power losses and
telecommunications failures, could damage our computer networks
and temporarily or permanently interrupt services to our
customers. Our systems in Boca Raton, Florida are particularly
susceptible to hurricanes. These interruptions also may
interfere with our suppliers ability to provide data and
our employees ability to attend work and perform their
responsibilities. We have attempted to shield our systems from
interruptions and failures through disaster recovery planning,
and we carry property and business interruption insurance in
case these events occur. However, our system safeguards and our
insurance still may not adequately protect us from losses
arising from system interruptions.

Security Breaches

Security breaches in our facilities, computer
networks, and databases may cause harm to our business and
reputation and result in a loss of customers. We have instituted
many security measures to protect our systems and to assure the
marketplace that our systems are secure. However, despite such
security measures, our systems may be vulnerable to physical
break-ins, computer viruses, attacks by hackers or similar
disruptive problems. Third-party contractors also may experience
security breaches involving the storage and transmission of
proprietary information. If unauthorized users gain access to
our databases, they may be able to steal, publish, delete or
modify confidential third-party information that is stored or
transmitted on our networks. A security or privacy breach may
affect us in the following ways:



| |   |                                                                                
| | - | -------------------------------------------------------------------------------
| |  | deterring customers from using our products and
    services;                  
|
| |  | harming our reputation;                                                        
|
| |  | exposing us to liability;                                                      
|
| |  | increasing our operating expenses to correct
    problems caused by the breach;
|
| |  | affecting our ability to meet our customers
    expectations; or              
|
| |  | causing inquiry from governmental authorities.                                 

Economy

The current general economic downturn could
continue to result in a reduced demand for our products and
services. Our revenues are dependent to a certain extent upon
general economic conditions and upon conditions in the
industries we serve. Certain of our revenues are derived from
pre-employment screening services. The revenue growth and
profitability of our business depends on the overall demand for
our existing and new products. A softening of demand for our
information services caused by a weakening of the economy
generally may result in decreased revenues or lower growth
rates. We cannot be certain that our future revenues, results of
operations, cash flows and profitability will not fluctuate on a
quarterly or annual basis or that we will be able to refinance
our existing Credit Facility or Receivables Facility.

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Direct Marketing

Our direct marketing products and services could
be vulnerable to the 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

Our growth partially depends on our ability to
develop and market new products, services and technologies. We
have focused on developing growth opportunities in a number of
potential markets. We cannot assure you that we will be
successful in developing new products, services and technologies
or that these products, services and technologies will gain
market acceptance or generate significant revenue. Our
initiatives are in various stages of development and may be
subject to delays in implementation, customer dissatisfaction
with product or service performance or other significant
undetected problems. If we fail to successfully introduce new
initiatives, our business, financial position and results of
operations may be adversely affected.

Litigation

ChoicePoint and its subsidiaries are involved in
various legal proceedings that periodically arise during the
course of business. While the Company does not have reason to
believe that the outcome of any such pending or threatened
litigation will have a material adverse effect on our financial
position, litigation is essentially unpredictable and excessive
verdicts could occur. Although we believe we have valid defenses
in these matters, in the future we could incur judgments or
enter into settlements of claims that could have a material
adverse effect on our financial position or results of
operations.




Item 7A.Quantitative
and Qualitative Disclosures About Market Risk

The Company is exposed to market risk from
changes in interest rates. The information below summarizes the
Companys market risk associated with its debt obligations
as of December 31, 2003. The information below should be
read in conjunction with Note 5 of the Notes to
Consolidated Financial Statements of the Annual Report,
which notes are included in Exhibit 13 to this
Form 10-K and are incorporated herein by reference.

On May 10, 2002, ChoicePoint entered into a
$325 million unsecured revolving credit facility (the
Credit Facility) with a group of banks that extends
through a termination date of May 2005 and bears interest at
variable rates based on LIBOR plus an applicable margin. The
applicable margins range from .475% to 1.2% per annum based on
ChoicePoints leverage ratio. The average interest rate
based on the terms of the Credit Facility at December 31,
2003 was 1.6% and 2.0% at December 31, 2002. Prior to
May 10, 2002, the Company had a $250 million unsecured
revolving credit facility with a group of banks. As of
December 31, 2003, there were no borrowings under the
Credit Facility. In July 2001, the Company and certain of its
subsidiaries entered into an agreement (the Receivables
Facility) with a financial institution whereby it may sell
on a continuous basis an undivided interest in all eligible
trade accounts receivable subject to limitations. The
Receivables Facility permits the advance of up to
$100 million on the sale of accounts receivable, may be
extended in one-year terms and has been extended through June
2004. Net borrowings under the Receivables Facility were
$50.0 million at December 31, 2003. The average
interest rate based on the terms of the Receivables Facility at
December 31, 2003 was approximately 1.5%. The Company has
entered into four interest rate swap agreements (the Swap
Agreements) to reduce the impact of changes in the
benchmark

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##### Table of Contents



interest rate (LIBOR) on its LIBOR-based
payments on its synthetic leases. One interest rate swap
agreement has a notional amount of $25 million and matures
in August 2007. The other three interest rate swap agreements
have a total notional amount of $42 million, became
effective May 2003 and mature in August 2007. The Swap
Agreements involve the exchange of variable rate for fixed rate
payments with a fixed rate between 4.6% and 6.5%. As of December
31, 2003, $67.3 million was outstanding under the
Companys synthetic base agreements, of which
$67.0 million of LIBOR-based payments were hedged with the
swap agreements.


Based on the Companys overall interest rate
exposure at December 31, 2003, a 1% change in interest
rates would result in a change in annual pretax interest expense
of approximately $500,000 based on the Companys level of
borrowing at that date.




Item 8.Financial
Statements and Supplementary Data

The information included under the captions
Consolidated Statements of Income,
Consolidated Balance Sheets, Consolidated
Statements of Shareholders Equity,
Consolidated Statements of Cash Flows and
Notes to Consolidated Financial Statements in the
Annual Report, a copy of which sections are included in
Exhibit 13 to this Form 10-K, is incorporated 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 the effectiveness of the design and operation of our
disclosure controls and procedures as of the end of the period
covered by this annual report. This evaluation was carried out
under the supervision and with the participation of our
management, including our principal executive officer and
principal financial officer. Based on this evaluation, these
officers have concluded that the design and operation of our
disclosure controls and procedures are effective.

Disclosure controls and procedures are the
Companys controls and procedures that are designed to
ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported, within the time
periods specified in the SECs rules and forms. Disclosure
controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to
be disclosed by us in the reports that we file under the
Exchange Act is accumulated and communicated to our management,
including our principal executive officer and principal
financial officer, as appropriate, to allow timely decisions
regarding required disclosure. There were no significant changes
to our internal controls over financial reporting during the
fourth quarter that materially affected or are reasonably likely
to affect, the Companys internal controls over financial
reporting during the fourth quarter of 2003. As with any system
of internal controls, there are inherent limitations in the
controls the Company has put in place. Specifically, collusion
by two or more employees can override the controls put in place
within any organization, and individuals may execute
transactions without the proper authority or disclosure.




PART III




Item 10.Directors
and Executive Officers of the Registrant

The information required by this Item with
respect to Directors of the Company is included in the sections
entitled Proposal No. 1  Election of
ChoicePoint Directors, Other Matters 
ChoicePoint Section 16(a) Beneficial Ownership Reporting
Compliance and Board Meetings and
Committees  Audit Committee of the Proxy
Statement for the 2004 Annual Meeting of Shareholders and is
incorporated herein by reference. Information regarding the
Companys executive officers is set forth in Part I of this
report. ChoicePoint has adopted a Code of Ethics for Senior
Financial Officers and Business Unit Leaders that

13



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##### Table of Contents



applies to the Companys chief executive
officer, chief financial officer, principal accounting officer,
controller and other senior officers. A copy of the ChoicePoint
Inc. Code of Conduct, Code of Ethics for Senior Financial
Officers and Business Unit Leaders, the Corporate Governance
Guidelines and charters for the audit committee, management
compensation and benefits committee and corporate governance and
nominating committee may be found on the Companys Web site
at www.choicepoint.com. Copies will be furnished upon written
request to the Company at the following address: Attn: Corporate
Secretary, ChoicePoint Inc., 1000 Alderman Drive,
Alpharetta, GA 30005. If the Company makes any amendments to the
Code of Ethics for Senior Financial Officers and Business Unit
Leaders other than technical, administrative, or other
non-substantive amendments, or grants any waivers, including
implicit waivers, from a provision of this code to the
Companys chief executive officer, chief financial officer,
principal accounting officer, controller and other senior
officers, the Company will disclose the nature of the amendment
or waiver, its effective date and to whom it applies on its Web
site or in a report on Form 8-K filed with the SEC.





Item 11.Executive
Compensation

The information required by this Item is included
in the sections entitled ChoicePoint Executive
Compensation, Management Compensation and Benefits
Committee Report on Executive Compensation, Election
of ChoicePoint Directors, ChoicePoint Executive
Compensation  Employment Agreements and
Change-in-Control Arrangements, ChoicePoint
Executive Compensation Committee Interlocks and Insider
Participation and ChoicePoint Stock Performance
Graph of the Proxy Statement for the 2004 Annual Meeting
of 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 the sections entitled ChoicePoint Security Ownership of
Certain Beneficial Owners and Management and Equity
Compensation Plan Information of the Proxy Statement for
the 2004 Annual Meeting of Shareholders and is incorporated
herein by reference.




Item 13.Certain
Relationships and Related Transactions

The information required by this Item is included
in the section entitled Other Matters  Certain
Relationships and Related Transactions of the Proxy
Statement for the 2004 Annual Meeting of Shareholders and is
incorporated herein by reference.




Item 14.Principal
Accountant Fees and Services

The information required by this Item is included
in the section entitled Audit Fees, Financial Information
System Fees and Other Fees of the Proxy Statement for the
2004 Annual Meeting 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 and schedules.

(1) Financial Statements

Consolidated Balance Sheets as of
December 31, 2003 and 2002 are incorporated by reference
from the Annual Report, and are included in Exhibit 13 hereto.

Consolidated Statements of Income for the Years
Ended December 31, 2003, 2002 and 2001 are incorporated by
reference from the Annual Report, and are included in
Exhibit 13 hereto.

Consolidated Statements of Shareholders
Equity for the Years Ended December 31, 2003, 2002 and 2001
are incorporated by reference from the Annual Report, and are
included in Exhibit 13 hereto.

14



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##### Table of Contents



Consolidated Statements of Cash Flows for the
Years Ended December 31, 2003, 2002 and 2001 are
incorporated by reference from the Annual Report, and are
included in Exhibit 13 hereto.

Notes to Consolidated Financial Statements are
incorporated by reference from the Annual Report, and are
included in Exhibit 13 hereto.

Report of Deloitte & Touche LLP on the
financial statements referenced above is incorporated by
reference from the Annual Report, and is included in
Exhibit 13 hereto.

(2) Financial Statement Schedules

Schedule II  Consolidated Valuation
and Qualifying Accounts is included as a schedule herein.

Schedules not listed have been omitted because
they are not applicable or the required information is included
in the consolidated financial statements or notes thereto.

(3) Exhibits required by Item 601 of
Regulation 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 (incorporated by reference to Exhibit 4.2 of the
    Companys Current Report on Form 8-A, filed August 17, 1999)                                         
|        | 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 Current Report on 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)                                                                                                                   
|        | 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)*

15



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##### Table of Contents



|        |    |     |  |             |  |                                                                                                                                                                                                                                                                                               
|------- | -- | --- |  | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |     |  |            
|Number  |    |     |  | Description
|        |    |     |  |            
|        |    |     |  |            
|        | 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*                                                                                                                                                                                                                                       
|        | 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*                                                                                                                                                                                                                      
|        | 10 | .14 |  |            |  | 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 | .15 |  |            |  | 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 | .16 |  |            |  | ChoicePoint Inc. Deferred Compensation Plan
    (incorporated by Reference to Exhibit 10.7 of the
    Companys Annual Report on Form 10-K, for the year
    ended December 31, 2000)*                                                                                                        
|        | 10 | .17 |  |            |  | First Amendment to the ChoicePoint Inc. Deferred
    Compensation Plan (incorporated by reference to Exhibit 4.2
    of the Companys Registration Statement on Form S-8,
    File No. 333-102249)*                                                                                           
|        | 10 | .18 |  |            |  | Second Amendment to the ChoicePoint Inc. Deferred
    Compensation Plan (incorporated by reference to Exhibit 4.3
    of the Companys Registration Statement on Form S-8,
    File No. 333-102249)*                                                                                          
|        | 10 | .19 |  |            |  | Third Amendment to the ChoicePoint Inc. Deferred
    Compensation Plan (incorporated by reference to
    Exhibit 10.15 to the Companys Annual Report on
    Form 10-K, for the year ended December 31, 2002)*                                                                                
|        | 10 | .20 |  |            |  | Fourth Amendment to the ChoicePoint Inc. Deferred
    Compensation Plan*                                                                                                                                                                                                                      
|        | 10 | .21 |  |            |  | Fifth Amendment to the ChoicePoint Inc. Deferred
    Compensation Plan*                                                                                                                                                                                                                       
|        | 10 | .22 |  |            |  | 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 | .23 |  |            |  | Employee Benefits Agreement, dated as of
    July 31, 1997, Between Equifax Inc. and ChoicePoint Inc.*                                                                                                                                                                                        

16



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##### Table of Contents



|        |    |     |  |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------- | -- | --- |  | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |     |  |            
|Number  |    |     |  | Description
|        |    |     |  |            
|        |    |     |  |            
|        | 10 | .24 |  |            |  | Revolving Credit Agreement dated as of
    May 10, 2002 among ChoicePoint Inc., the Lenders listed
    therein, SunTrust Bank, as Administrative Agent, Wachovia Bank,
    National Association, as Syndication Agent, U.S. Bank National
    Association and BNP Paribas, as Documentation Agents, and First
    Union Securities, Inc. (d/b/a/Wachovia Securities) and SunTrust
    Capital Markets, Inc., as Co-Lead Arrangers (incorporated by
    reference to Exhibit 10.1 of the Companys Quarterly
    Report on Form 10-Q, for the quarter ended March 31,
    2002)
|        | 10 | .25 |  |            |  | First Amendment to the Revolving Credit
    Agreement, dated as of December 30, 2002, among ChoicePoint
    Inc., the Lenders Listed therein, SunTrust Bank, as
    Administrative Agent, and Wachovia Bank, National Association,
    as Syndication Agent (incorporated by reference to
    Exhibit 10.20 to the Companys Annual Report on
    Form 10-K for the year ended December 31, 2002)                                                                                                                                                                             
|        | 10 | .26 |  |            |  | Master Agreement, dated as of July 31, 1997,
    among ChoicePoint Inc., SunTrust Banks, Inc. and SunTrust Bank,
    Atlanta, as Agent                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        | 10 | .27 |  |            |  | 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 (incorporated by reference to Exhibit 10.15 of the
    Companys Annual Report on Form 10-K, for the year
    ended December 31, 1999)                                                                                                                                                                                                                                         
|        | 10 | .28 |  |            |  | 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 (incorporated by reference to Exhibit 10.16 of the
    Companys Annual Report on Form 10-K, for the year
    ended December 31, 1999)                                                                                                                                                                                                                                          
|        | 10 | .29 |  |            |  | 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 | .30 |  |            |  | Lease agreement, dated as of July 31, 1997,
    between ChoicePoint Inc. and SunTrust Banks, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | 10 | .31 |  |            |  | Georgia Lease Supplement, dated as of
    July 31, 1997, between ChoicePoint Inc. and SunTrust Banks,
    Inc., as Agent                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | 10 | .32 |  |            |  | First Amendment to the Georgia Lease Supplement,
    dated September 30, 1998, between ChoicePoint Inc. and
    SunTrust Banks, Inc. (incorporated by reference to
    Exhibit 10.17 of the Companys Annual Report on
    Form 10-K, for the year ended December 31, 1999)                                                                                                                                                                                                                                                                                                   
|        | 10 | .33 |  |            |  | Second Amendment to the Georgia Lease Supplement,
    dated December 30, 1999, between ChoicePoint Inc. and
    SunTrust Banks, Inc. (incorporated by reference to
    Exhibit 10.18 of the Companys Annual Report on
    Form 10-K, for the year ended December 31, 1999)                                                                                                                                                                                                                                                                                                   
|        | 10 | .34 |  |            |  | Operative Guaranty, dated as of July 31,
    1997, by ChoicePoint Inc. as Guarantor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 10 | .35 |  |            |  | Construction Agency Agreement, dated as of
    July 31, 1997, between SunTrust Banks, Inc. and ChoicePoint
    Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 10 | .36 |  |            |  | 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 | .37 |  |            |  | 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 | .38 |  |            |  | 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).                                                                                                                                                                                                                                                                                                                                        

17



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##### Table of Contents



|        |    |     |  |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------- | -- | --- |  | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |     |  |            
|Number  |    |     |  | Description
|        |    |     |  |            
|        |    |     |  |            
|        | 10 | .39 |  |            |  | 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 | .40 |  |            |  | 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 | .41 |  |            |  | 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 | .42 |  |            |  | 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 | .43 |  |            |  | 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 | .44 |  |            |  | 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 | .45 |  |            |  | 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 | .46 |  |            |  | 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 | .47 |  |            |  | 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 | .48 |  |            |  | 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)
|        | 10 | .49 |  |            |  | 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)                                                                                                                                                                                                                                                                                                                                                                                                              

18



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##### Table of Contents



|        |    |     |  |             |  |                                                                                                                                                                                                                                              
|------- | -- | --- |  | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |     |  |            
|Number  |    |     |  | Description
|        |    |     |  |            
|        |    |     |  |            
|        | 10 | .50 |  |            |  | 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 |     |  |            |  | Page 1 and pages 9  45 of the
    Companys 2003 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 |     |  |            |  | 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 furnished pursuant to the written request of the
Companys shareholders do not include the exhibits listed
above. Any shareholder desiring copies of one or more of such
exhibits should write to the Companys Office of Corporate
Secretary, specifying the exhibit or exhibits requested.

(b) Reports on Form 8-K

On October 23, 2003, the Company furnished a
Current Report on Form 8-K, including the Press Release of
ChoicePoint Inc., dated October 21, 2003 reporting
ChoicePoint Inc.s financial results for the third quarter
of 2003.

19



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Alpharetta, State of Georgia, on March 5, 2004.



| |                 
| | ----------------
| | CHOICEPOINT INC.



| |     |                   
| | --- | ------------------
| | By: | /s/ DEREK V. SMITH

| |                                     
| | ------------------------------------
| |                                     
| | Derek V. Smith                      
| | Chairman and Chief Executive Officer



| |                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Pursuant to the requirements of the Securities
    Exchange Act of 1934, this report has been signed below by the
    following persons on behalf of the Registrant and in the
    capacities and on the dates indicated.

|                                         |  |                                                         |  |                |  | 
|---------------------------------------- |  | ------------------------------------------------------- |  | -------------- |  | 
|                                         |  |                                                         |  |               
|Signature                                |  | Title                                                   |  | Date          
|                                         |  |                                                         |  |               
|                                        
|/s/ DEREK V. SMITHDerek V. Smith         |  | Chairman and Chief
    Executive Officer and Director   |  | March 5, 2004 
|                                        
|/s/ STEVEN W. SURBAUGHSteven W. Surbaugh |  | Chief Financial Officer                                 |  | March 5, 2004 
|                                        
|/s/ THOMAS M. COUGHLINThomas M. Coughlin |  | Director                                                |  | March 12, 2004
|                                        
|/s/ DOUGLAS C. CURLINGDouglas C. Curling |  | President,
    Chief Operating Officer
    and Director |  | March 8, 2004 
|                                        
|/s/ JAMES M. DENNYJames M. Denny         |  | Director                                                |  | March 9, 2004 
|                                        
|/s/ DR. JOHN J. HAMREDr. John J. Hamre   |  | Director                                                |  | March 11, 2004
|                                        
|/s/ BONNIE G. HILLBonnie G. Hill         |  | Director                                                |  | March 12, 2004
|                                        
|/s/ KENNETH G. LANGONEKenneth G. Langone |  | Director                                                |  | March 11, 2004
|                                        
|/s/ BERNARD MARCUSBernard Marcus         |  | Director                                                |  | March 8, 2004 
|                                        
|/s/ JOHN B. MCCOYJohn B. McCoy           |  | Director                                                |  | March 10, 2004
|                                        
|Terrence Murray                          |  | Director                                                |  |               
|                                        
|/s/ CHARLES I. STORYCharles I. Story     |  | Director                                                |  | March 12, 2004

20



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##### Table of Contents



SCHEDULE II  VALUATION AND
QUALIFYING ACCOUNTS

For the Years Ended December 31, 2003,
2002 and 2001


|                                |  |              |       |                  |  |          |       |            |  |                |       |     |  |   |         |   |  |   |       | 
|------------------------------- |  | ------------ | ----- | ---------------- |  | -------- | ----- | ---------- |  | -------------- | ----- | --- |  | - | ------- | - |  | - | ----- | 
|                                |  | Balance at   |       |                  |  | Charged  |       |            |  |               
|                                |  | Beginning of |       | Charged to Costs |  | to Other |       |            |  | Balance at End
|Description                     |  | Period       |       | & Expenses       |  | Accounts |       | Deductions |  | of Period     
|                                |  |              |       |                  |  |          |       |            |  |               
|                               
|(In thousands)                 
|Year ended December 31, 2003    |  |              |       |                  |  |          |       |            |  |                |       |     |  |   |         |   |  |   |       | 
|Allowance for Doubtful Accounts |  | $            | 4,978 |                  |  | $        | 1,656 |            |  | $              |      |     |  | $ | (1,184  | ) |  | $ | 5,450 | 
|Exit Cost Reserves              |  |              | 4,817 |                  |  |          | 9,592 |            |  |                | 2,325 | (1) |  |   | (8,245  | ) |  |   | 8,489 | 
|Year ended December 31, 2002    |  |              |       |                  |  |          |       |            |  |                |       |     |  |   |         |   |  |   |       | 
|Allowance for Doubtful Accounts |  | $            | 4,634 |                  |  | $        | 3,880 |            |  | $              | 385   | (1) |  | $ | (3,921  | ) |  | $ | 4,978 | 
|Merger & Exit Cost Reserves     |  |              | 7,131 |                  |  |          | 1,953 |            |  |                | 2,997 | (1) |  |   | (7,264  | ) |  |   | 4,817 | 
|Year ended December 31, 2001    |  |              |       |                  |  |          |       |            |  |                |       |     |  |   |         |   |  |   |       | 
|Allowance for Doubtful Accounts |  |              | 5,787 |                  |  |          | 3,246 |            |  |                | 507   | (1) |  |   | (4,906  | ) |  |   | 4,634 | 
|Merger & Exit Cost Reserves     |  |              | 4,270 |                  |  |          | 5,316 |            |  |                | 9,363 | (1) |  |   | (11,818 | ) |  |   | 7,131 | 



---



|    |                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------
|(1) | Represents allowances established in connection
    with acquisitions net of amounts charged to goodwill.

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