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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(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, 1996
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 001-12275.
COGNIZANT CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 06-1450569
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
200 NYALA FARMS, WESTPORT, CONNECTICUT 06880
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (203) 222-4200.
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------
Common Stock, par value $.01 per share ............... New York Stock Exchange
Preferred Stock Purchase Rights ...................... 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 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 X No
--- ---
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. X
---
As of January 31, 1997, 170,317,257 shares of Common Stock of Cognizant
Corporation were outstanding and the aggregate market value of such Common Stock
held by nonaffiliates (based upon its closing transaction price on the Composite
Tape on such date) was approximately $ 5,471 million.
(Continued)
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DOCUMENTS INCORPORATED BY REFERENCE
PART I
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ITEM 1 --Business Cognizant Business Segments, 1996, Page
21, Note 16 Operations by Business
Segments and Page 22, Note 17 Operations
by Geographic Area, of the 1996 Report to
Shareholders.
ITEM 3 --Legal Proceedings Pages 19 and 20, Note 14 Litigation, of
the 1996 Report to Shareholders.
PART II
- - -------
ITEM 5 --Market for the Registrant's Common Page 6, Financial Review, of the 1996
Equity and Related Stockholder Report to Shareholders.
Matters
ITEM 6 --Selected Financial Data Page 24, Five-Year Selected Financial
Data, of the 1996 Report to Shareholders.
ITEM 7 --Management's Discussion and Analysis Pages 1 to 6, Financial Review, of the
of Financial Condition and Results of 1996 Report to Shareholders.
Operations
ITEM 8 --Financial Statements and Supplementary Pages 8 to 24 of the 1996 Report to
Data Shareholders.
PART III
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ITEM 10 --Directors and Executive Officers of the Section entitled "Election of Directors"
Registrant of the Company's Proxy Statement to be
filed on or about April 24, 1997.
ITEM 11 --Executive Compensation Section entitled "Compensation of
Executive Officers and Directors" of the
Company's Proxy Statement to be filed on
or about April 24, 1997.
ITEM 12 --Security Ownership of Certain Beneficial Section entitled "Security Ownership of
Owners and Management Management and Others" of the Company's
Proxy Statement to be filed on or about
April 24, 1997.
ITEM 13 --Certain Relationships and Related Section entitled "Security Ownership of
Transactions Management and Others" of the Company's
Proxy Statement to be filed on or about
April 24, 1997.
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The Index to Exhibits is located on Page 22
PART I
As used in this report, except where the context indicates otherwise, the
term "Company" means Cognizant Corporation and all subsidiaries consolidated in
the financial statements contained or incorporated by reference herein.
ITEM 1. BUSINESS
Cognizant Corporation was incorporated under the laws of the State of
Delaware on January 2, 1996. The Company began operating as an independent
publicly held company on November 1, 1996 (the "Distribution Date") as a result
of its spin-off from The Dun & Bradstreet Corporation ("Dun & Bradstreet").
Prior to the spin-off, the Company was owned by Dun & Bradstreet.
Cognizant Corporation integrates information and technology to create
business insight. I.M.S. International, Inc., which offers global information
solutions to the pharmaceutical and healthcare industries, and Nielsen Media
Research, Inc., the leader in audience measurement information for electronic
media, are the principal operating units in the marketing information services
business segment. The other operating units included in this segment are Pilot
Software, Inc.; Erisco; Inc.; Cognizant Technology Solutions Corporation; and
Cognizant Enterprises, Inc. Gartner Group, Inc., the premier provider of
research and advisory services to the information technology industry and a
majority-owned subsidiary of the Company, comprises the Company's information
technology services business segment. The Company operates in approximately 80
countries. The number of full-time equivalent employees at December 31, 1996 was
approximately 11,600.
MARKETING INFORMATION SERVICES
------------------------------
I.M.S. INTERNATIONAL, INC.
I.M.S. International, Inc. ("IMS") provides information and
decision-support services to the worldwide pharmaceutical and healthcare
industries. These services broadly include market research services, sales
management services, and other related professional, software, marketing and
research and development services. IMS provides information services covering 79
countries and maintains offices in 62 countries on six continents, with 65% of
total revenue generated outside the United States in 1996. In 1996, IMS
continued its expansion in developing markets in Eastern Europe and Asia.
Market research services represented approximately 44% of IMS's worldwide
revenue in 1996. The principal market research services are syndicated
pharmaceutical, medical, hospital, promotional and self-medication audits.
Market research services are utilized by clients for various strategic and
tactical purposes, including analyzing market shares, therapeutic prescribing
trends and price movements. The information reported in these services is
generated or derived from data collected primarily from pharmaceutical
wholesalers, pharmacies, hospitals and doctors. Market research services are
delivered to clients through hardcopy reports, workstations and computer on-line
services.
o Pharmaceutical audits measure the sale of pharmaceutical products
through pharmacies, supplemented in some countries by data collected
from prescribing physicians, retail chains and discount stores. The
reports contain data projected to national estimates, showing product
sales by therapeutic class broken down by package size and dosage form.
Pharmaceutical audits are available in over 65 countries.
o Medical audits are based on information collected from panels of
practicing physicians. The reports contain projected national estimates
of the number of consultations for each diagnosed disease with details
of the therapy prescribed, and analyze the use physicians make of
individual drugs by listing the diseases for which they are prescribed,
the potential therapeutic action the physician is expecting, other
drugs prescribed at the same time and estimates of the total number of
drugs used for each disease. Medical audits are available in over 45
countries.
o Hospital audits contain data projected to national estimates and show
the sale of pharmaceutical products to hospitals by therapeutic class.
IMS publishes hospital audits for 32 countries.
1
o Promotional audits measure pharmaceutical promotion for a particular
market, including sales force promotion and journal and mail
advertising, based on information received from panels of physicians
and from monitoring medical journals and direct mail. IMS publishes
promotional reports for 19 countries.
o Self-medication services provide detailed product movement, market
share and pricing information for over-the-counter, personal care, and
patient care products. These services are currently available in 14
European countries.
o IMS is developing in certain countries databases which contain data
(with patient identification deleted) about the treatment of specific
diseases over the life of a patient. This type of information will give
many of the participants in the healthcare industry new insights into
the development and treatment of diseases.
Sales management services revenue totaled approximately 42% of IMS's
worldwide revenue in 1996. Sales management products include sales territory
reports, call reporting services and doctor profiling services. Sales management
services are used principally by pharmaceutical manufacturers to measure the
effectiveness and efficiency of sales forces and to target market products and
services. Sales management services are delivered to clients primarily through
work stations and customized data warehouse tools.
The remaining 14% of IMS's 1996 revenue was derived primarily through
professional consulting, software, direct marketing, and research and
development services. Professional consulting services are provided to assist
clients in analysis and evaluation of market trends, strategies and tactics, and
to assist in the development and implementation of customized software
applications and data warehouse tools. Software services include the
development, licensing and implementation of healthcare information systems,
including electronic territory management systems provided by IMS's Sales
Technologies business unit primarily in North America; pharmacy dispensing and
point of sale systems by IMS's Amfac/Chemdata business unit in Australia; and
various direct marketing businesses located throughout the world. Research and
development services provide clients with information and workstation tools
intended to improve the effectiveness and speed of clinical research and
subsequent regulatory approvals.
The raw data for IMS's services are derived either from statistically
selected panels of drugstores, hospitals, physicians and other sources, or from
activities such as warehouse shipments or wholesalers' sales data. To protect
privacy, no individual patient is identified in any IMS medical database. IMS
generally has well-established relationships with the sources required to create
its databases and in many cases has historical connections with the trade
associations and professional associations involved.
All major pharmaceutical companies are customers of IMS, and many of the
companies subscribe to reports and services in several countries. The scope of
IMS's customer base enables it to avoid dependence on any single customer.
While no competitor provides the geographical reach or breadth of IMS's
services, IMS does have competition in many of the countries in which it
operates from other information services companies, as well as the in-house
capabilities of its customers. Generally, competition has arisen on a
country-by-country basis. In the United States, certain of IMS's market research
services, including medical audits and promotional reports, compete with
services offered by Pharmaceutical Marketing Services Inc., and certain of IMS's
sales management services, including its sales territory reports, representing
approximately 60% of the annual revenue of the IMS America unit, compete with
the services of Source Informatics, Inc. ("Source"), which was recently spun off
by Walsh International Inc. Source, which presently does not sell any sales
territory reports outside the U.S., has announced its intention to develop these
services in certain European countries. If Source were successful in launching
such services, they could be competitive with IMS's sales territory reports.
Quality, completeness and speed of delivery of information services and products
are the principal methods of competition in IMS's market; however, pricing has
become a more significant factor in certain countries, including the United
States.
NIELSEN MEDIA RESEARCH, INC.
Nielsen Media Research, Inc. ("Nielsen Media Research") currently conducts
media measurement and related business in the United States and, through a
wholly owned subsidiary, Nielsen Media Research, Ltd., in Canada.
Nielsen Media Research measures television audiences and reports this and
related information to advertisers, advertising agencies, syndicators, broadcast
networks, cable networks, cable operators, television stations, station
representatives and others in order to increase the effectiveness of television
advertising and programming. This syndicated information is offered on a
subscription basis. Custom or ad-hoc analyses of the data are also offered. The
information is then used by subscribers to buy, sell, plan and price television
time and to make programming and scheduling decisions.
2
In 1996, advertisers spent approximately $39 billion in the United States
on national and local television advertising, according to McCann-Erickson
Worldwide, to bring a variety of programs and advertising messages to
approximately 97 million U.S. television households. These data underscore the
need for television stations, networks, advertisers, advertising agencies and
others to understand how many households and types of people are reached by such
programming.
Nielsen Media Research measures television audiences and reports data in
the United States through seven services: Nielsen Television Index, Nielsen
Syndication Services, Nielsen Homevideo Index, Nielsen Station Index, Nielsen
Hispanic Television Index, Nielsen Hispanic Station Index and Nielsen Sports
Marketing Service. In Canada, Nielsen Media Research measures television
audiences and reports data through two services: Nielsen Television Index and
Local Market People Meter Service. Nielsen Television Index provides daily
audience measurement and demographic estimates for all national broadcast
network television programs through the use of the Nielsen People Meter. Nielsen
Syndication Services provides reports and services on both the local and
national levels to the program syndication segment of the television industry.
Nielsen Homevideo Index provides viewing measurement of cable, pay cable and
other newer television technologies. Nielsen Station Index provides television
audience measurement information in over 200 local markets and daily information
in 35 metered markets. In these 35 local metered markets, which represent about
57% of television households in the U.S., household audience estimates are
obtained daily through the use of television set meters. Written diaries are
used, during designated measurement periods, to collect audience demographic
estimates for integration with the metered tuning data. Diaries are used in the
balance of local markets to collect both tuning and persons-viewing information
during survey measurement periods. Nielsen Hispanic Television Index provides
viewing measurement of national Hispanic audiences, while Nielsen Hispanic
Station Index provides viewing measurement of local Hispanic audiences. Nielsen
Sports Marketing Service provides viewing measurement of national and local
sports programs. In Canada, Nielsen Media Research provides a national people
meter service, as well as regional and local people meter services.
During 1996, Nielsen Media Research again expanded its local market
television services and continued to invest to enhance product value, technical
competencies and data quality. Significant investments are being made as Nielsen
Media Research switches from its present mainframe-based systems to a new
flexible client/server architecture for data collection, processing and
delivery. In addition, Nielsen Media Research is developing a new metering
system to enable measurement of program viewing in the emerging digital
television environment. This new system will use codes, which are imperceptible
to the viewer, inserted in the audio and/or video portions of programs and
commercials that can be detected by metering equipment installed in the sample
households. The system also will have a passive back-up capability. When
implemented, this system will allow Nielsen Media Research to identify the
program or commercial regardless of the delivery method to the home and simplify
the process of installing meters in sample households. There can be no assurance
that the coding used by this system will be adopted by the television industry,
be approved by the Federal Communications Commission, or be compatible with
signal compression techniques implemented by the industry in the future.
In March 1996, Nielsen Media Research announced plans to implement the
largest increase in diary samples in the history of television audience
measurement. Beginning in May 1996, diary samples were increased by 10%, and by
an additional 5% in October 1996. Nielsen Media Research also proposed to
increase diary samples by an additional 35% in those markets where it is
financially supported by the stations.
Nielsen Media Research's Monitor-Plus Service links television ratings to
commercial occurrence data and tracks share of spending and share of voice by
company, by brand, and by product category across fifteen monitored media. These
include print, outdoor, radio and free-standing inserts, as well as television,
for which it also reports at the creative execution and campaign level.
Customers use the data to determine competitive advertising trends within
markets of interest. Effective January 1997, Monitor-Plus expanded service to 75
markets from 50, thereby matching the coverage of its principal competitor and
market leader Competitive Media Reports ("CMR"). Monitor-Plus plans to deploy
new digital data collection and processing technology in 1997.
During 1995, Nielsen Media Research entered into a strategic relationship
with Internet Profiles Corporation ("I/PRO") to measure Internet usage. Under
the terms of the agreement, Nielsen Media Research and I/PRO will jointly market
and brand two I/PRO products: NetLine, formerly I/COUNT (monitors Web site
usage); and I/AUDIT (audits and verifies audience usage and characteristics).
Also under the agreement, additional products may be jointly developed and
marketed. In addition, separate from its agreement with I/PRO, Nielsen Media
Research plans to establish a panel to monitor computer usage and activity in
households.
Nielsen Media Research has maintained a strong leadership position in
relation to its competitors. Arbitron, a former competitor, discontinued its
syndicated broadcast and cable television ratings service as of December 31,
1993. A television ratings project funded by the Committee on Nationwide
Television Audience Measurement ("CONTAM") and designed and
3
operated by Statistical Research, Inc. ("SRI"), is developing a national
television ratings laboratory in Philadelphia as a test market for a national
ratings service. SRI is currently expected to produce test data by the end of
1997. Recently, CONTAM contributed an additional $10 million in funding for the
completion of the Philadelphia test. Funding for the entire effort has been
contributed primarily by the three major broadcast networks. In addition to the
networks, seven major advertising agencies and three of the nation's largest
advertisers have agreed to support and participate in the testing phase. Some of
these companies have contributed to the funding of SRI's effort. The NBC and CBS
broadcast television networks have asked SRI for a business plan for the
creation of a national measurement system that could provide an alternative to
the Nielsen Television Index service. This could give rise to a national
competitor in the next few years.
On the local level, ADCOM offers individual cable system measurement. It is
currently collecting and issuing local cable measurement data in Jacksonville,
Florida. Arbitron continues to develop its passive people meter technology and
could use this to re-enter the television audience measurement business.
Indirectly, on both a national and local basis, competition stems from other
marketing research services offering product movement and television audience
data and services.
PILOT SOFTWARE, INC.
Pilot Software, Inc. ("Pilot") provides interactive decision-support
software for managers and analysts in large organizations who need to make
time-critical decisions based on quantifiable information. Pilot's software
products accelerate the analysis of corporate data to improve understanding of
current key indicators, past performance and predictions of future trends,
resulting in more effective business decisions.
The highly competitive nature of today's global markets is making it
necessary for organizations to quickly identify key trends, problems and
opportunities. In order to accomplish this, they are aggressively building
massive databases from internal and external sources. In addition,
responsibility for analysis and decision-making has been decentralized to permit
more effective action. These factors are driving rapidly increasing demands for
data warehouse and decision-support tools throughout organizations.
Pilot provides a turnkey, client/server on-line analytical processing
(OLAP) environment, including data mining capabilities, that enables companies
to quickly implement decision-support solutions. The comprehensive Pilot
Decision Support Suite includes visual desktop analysis tools, scaleable
multidimensional servers, data mining servers, pre-built analysis libraries and
design tools. Its industry-leading support for dynamic and time-based dimensions
can be applied to business problems with thousands of attributes.
Pilot's flexible solution provides several analysis metaphors including
ad-hoc navigation for analysts, graphical analysis for managers and summarized
briefings for executives. It consists of several components and can be installed
as a single-user, workgroup or distributed configuration. The client components
support Windows 95, Windows NT and Windows 3.1, and the server components are
available for Windows NT and six leading UNIX platforms.
Pilot has a multi-channel distribution strategy including business
information providers, value-added resellers and consulting organizations. Pilot
has a strong international presence with offices throughout North and South
America, Europe and the Pacific Rim. Pilot and its business partners offer a
full range of technical support, training and consulting services around the
world.
Pilot experiences competition from other providers of similar products.
Competition is generally based on the range of product offerings, product
functionality and the reliability of the vendor, among other factors.
Revenues are derived primarily from sales of licenses to use Pilot's
products, maintenance fees, and consulting and training services related to
implementation of the products. In 1996, more than 45% of Pilot's total revenue
was generated from operations outside of the United States.
ERISCO, INC.
Erisco, Inc. ("Erisco") develops and markets proprietary software
applications and services used primarily in the administration of healthcare
benefits and the support of managed care services. Its primary markets include
managed care organizations, insurance carriers, third-party administrators and
self-administered corporations. Erisco has successfully completed the
development of the core applications for its newest product, Facets, which is a
managed care information system built using client/server technology. The target
market for Facets is managed care companies such as health maintenance or
preferred provider organizations. This highly advanced, state-of-the-art system
is unique in the marketplace as it combines the
4
latest technology with advanced managed care business functionality. Erisco
faces competition from a variety of software vendors in both the traditional
indemnity markets, as well as the new managed care markets. Erisco will benefit
from the continuing growth in managed care membership and the acceptance of
enterprise-wide client/server system architecture.
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
Cognizant Technology Solutions Corporation ("CTS") provides customers with
a low-cost, high-quality alternative to internal mainframe and client/server
software development. The company assists Cognizant units with software
development projects and recently expanded its focus to include third-party
customers. CTS expects continued growth as it expands its capabilities to
provide year 2000 compliance services using internally developed, proprietary
productivity tools. CTS delivers its services through programmers located in
India and on-site at customer locations in the United States. Cognizant owns a
76% interest in CTS's India-based subsidiary.
COGNIZANT ENTERPRISES, INC.
Cognizant Enterprises, Inc., invests in emerging and established businesses
in the information industry. It invests as a limited partner in Information
Partners Capital Fund, Information Associates, L.P. and Information Associates
II, L.P., venture capital limited partnerships, as well as through direct
investments.
INFORMATION TECHNOLOGY SERVICES
-------------------------------
GARTNER GROUP, INC.
Gartner Group, Inc. ("Gartner Group"), founded in 1979, is the leading
independent provider of research and analysis of the computer hardware,
software, communications and related information technology ("IT") industries.
Gartner Group's core business is researching and analyzing significant IT
industry trends and developments, packaging such analysis into annually
renewable subscription-based products and distributing such products through
print and electronic media. Gartner Group's primary clients are business
professional users, purchasers and vendors of IT products and services. With
more than 500 sales professionals in 72 locations, Gartner Group product
offerings collectively provide comprehensive coverage of the IT industry to
nearly 7,500 client organizations.
Gartner Group's business also comprises the following entities: Dataquest,
a provider of IT market research and consulting; Real Decisions, a provider of
benchmarking, continuous improvement and best practices services; and Gartner
Group Learning, a developer and publisher of more than 300 software education
training products and services for computer desktop and technical applications
professionals.
The rapid development of complex IT products and services creates a growing
demand for independent research and analysis. Furthermore, IT is increasingly
important to organizations' business strategies as the pace of technological
change has accelerated and the ability of an organization to integrate and
deploy new information technologies is critical to its competitiveness.
Companies planning their IT needs must stay abreast of rapid technological
developments in a dynamic market where vendors continually introduce new
products with a wide variety of standards and ever-shorter life cycles. As a
result, IT professionals are making substantial financial commitments to IT
systems and products and require independent, third-party research in order to
make purchasing and planning decisions for their organizations.
CONTINUOUS SERVICES. Gartner Group's principal products are annually
renewable subscription services, called continuous services, which highlight
industry developments, review new products and technologies and analyze industry
trends within a particular technology or market sector. Each service is
supported by a team of research staff members with substantial experience in the
covered segment or topic of the IT industry. Gartner Group's staff researches
and prepares published reports and responds to telephone and E-mail inquiries
from clients. Clients receive Gartner Group research and analysis on paper and
through state-of-the-art delivery mechanisms such as CD-ROM, Lotus Notes(TM),
GartnerWeb and @vantage.
Gartner Group provides a number of other complementary products and
services including:
CONSULTING SERVICES. Gartner Group consulting services provide customized
project consulting on IT deployment issues. Principal practices of consulting
services include Technical Architecture, Outsourcing Decision Support, Evolving
High Technology Areas, Retainer Consulting Services and Vendor Consulting.
5
EVENTS. Industry conferences and events provide comprehensive coverage of
IT issues and forecasts of key IT industry segments. The conference season
begins each year with Symposia, held in the United States, Europe and the
Asia/Pacific rim. These events are held in conjunction with ITxpo, a
high-technology learning lab. Additionally, Gartner Group sponsors other
conferences, seminars and briefings. Certain events are offered as part of a
continuous services subscription; however, the majority of events are
individually paid prior to attendance.
TECHNOLOGY-BASED TRAINING. Gartner Group Learning publishes software
education training products for computer desktop and technical applications
professionals. With more than 300 existing titles, Gartner Group will focus on
the addition of training titles in the next few years by investing significantly
in product development and strategic alliances with IT vendors.
Gartner Group measures its continuous service business based on contract
value. Gartner Group calculates contract value as the annualized subscription
fees under all continuous service contracts in effect at a given point in time,
without regard to the duration of the contracts outstanding at such time.
Historically, a substantial portion of client companies have renewed
subscriptions for an equal or higher level of total subscription services each
year, and annual continuous services revenues in any fiscal year have closely
correlated to contract value at the beginning of the fiscal year. As of December
31, 1996, approximately 83 percent of Gartner Group's clients had renewed one or
more subscriptions in the last twelve months. However, this renewal rate is not
necessarily indicative of the rate of retention of Gartner Group's revenue base,
and contract value at any time may not be indicative of future continuous
services revenues or cash flows if the rate of renewal of continuous services
contracts or the timing of new business were to significantly change during the
following twelve months, compared with historic patterns. Deferred revenues, as
presented in Gartner Group's Consolidated Balance Sheets, represent unamortized
revenues from continuous services contracts at the balance sheet date, plus
unamortized revenues of certain other products and noncontinuous services.
There can be no assurance that Gartner Group will be able to sustain such
high renewal rates. Any deterioration in Gartner Group's ability to generate
significant new business will impact future growth in Gartner Group's business.
Moreover, a significant portion of Gartner Group's new business in any given
year has historically been generated in the last portion of the year.
Accordingly, any such situation might not be apparent until late in Gartner
Group's fiscal year (which ends September 30).
Gartner Group believes that the principal competitive factors in its
industry are quality of research and analysis, timely delivery of information,
customer service, and the ability to offer cost-effective products that meet
changing market needs for information and analysis. Gartner Group believes it
competes favorably with respect to each of these factors.
Gartner Group experiences competition in the market for information
products and services from other independent providers of similar services, as
well as the internal marketing and planning organizations of Gartner Group's
clients. Gartner Group also competes indirectly against other information
technology providers, including electronic and print media companies and
consulting firms. Gartner Group's indirect competitors, many of whom have
substantially greater financial, information-gathering and marketing resources,
could choose to compete directly against Gartner Group in the future. In
addition, although Gartner Group believes that it has established a significant
market presence, there are few barriers to entry into Gartner Group's market and
new competitors could readily seek to compete in one or more market segments
addressed by Gartner Group's continuous service products. Increased competition,
direct and indirect, could adversely affect Gartner Group's operating results
through pricing pressure and loss of market share. There can be no assurance
that Gartner Group will be able to continue to provide the products and services
that meet client needs as the IT market rapidly evolves, or that Gartner Group
can otherwise continue to compete successfully.
Gartner Group has expanded its presence in the technology-based training
industry with the 1996 acquisition of J3 Learning Corporation, now part of
Gartner Group Learning. The success of Gartner Group in the technology-based
training industry will depend on its ability to compete with other
technology-based training vendors and other vendors of IT products and services
including a range of education and training specialists, hardware and system
manufacturers, software vendors, system integrators, dealers, value-added
resellers and network/communications vendors. There can be no assurance that
Gartner Group will be able to provide products that compare favorably with new
competitive products or that competitive pressures will not require Gartner
Group to reduce prices. Future success will also depend on Gartner Group's
ability to develop new training products that are released timely with the
introductions of the underlying software products.
6
RESOURCE GROUP
--------------
COGNIZANT SHARED SERVICES
Cognizant Shared Services ("CSS") began operations in 1994 as an internal
services business in the functions of accounting, procurement, payroll, and
financial systems. The shared services center in Allentown, Pennsylvania
provides centralized services formerly supplied within each Cognizant division,
in the U.S. and Canada, but at lower cost with higher levels of service.
COGNIZANT DATA SERVICES
Cognizant Data Services ("Data Services") is an organization that provides
information processing services for the majority of the Company's North American
and European business units and certain of Dun & Bradstreet and ACNielsen
Corporation businesses formerly affiliated with the Company. The primary service
provided is mainframe processing. Data Services also performs selective
distributed processing, telecommunications, printing and PC/LAN support.
RELATIONSHIP AMONG THE COMPANY, DUN & BRADSTREET AND ACNIELSEN
--------------------------------------------------------------
Prior to the Company's spin-off from Dun & Bradstreet, the Company, Dun &
Bradstreet and ACNielsen Corporation ("ACNielsen") entered into certain
agreements governing their relationship subsequent to the spin-off and providing
for the allocation of tax, employee benefits and certain other liabilities and
obligations arising from periods prior to the spin-off. The following
description summarizes certain terms of such agreements, but is qualified by
reference to the texts of such agreements, which are incorporated by reference
to the Exhibits to this Form 10-K.
DISTRIBUTION AGREEMENT
The Company, Dun & Bradstreet and ACNielsen entered into the Distribution
Agreement providing for, among other things, certain corporate transactions
required to effect the spin-off and other arrangements subsequent to the
spin-off. In particular, the Distribution Agreement defines the assets and
liabilities of Dun & Bradstreet which were allocated to and assumed by the
Company and those which were allocated to and assumed by ACNielsen. All assets
were transferred without any representation or warranty, "as is-where is", and
the relevant transferee bears the risk that any necessary consent to transfer is
not obtained.
The Distribution Agreement provides for, among other things, assumptions of
liabilities and cross-indemnities designed to allocate, effective as of the
Distribution Date, financial responsibility for the liabilities arising out of
or in connection with (i) the businesses conducted by various businesses
including IMS and Nielsen Media Research to the Company, (ii) the businesses
conducted by A.C. Nielsen Company, other than those conducted by Nielsen Media
Research, to ACNielsen and (iii) all other liabilities to Dun & Bradstreet. The
Distribution Agreement provides for allocation generally of the financial
responsibility for the liabilities arising out of or in connection with former
businesses, including those formerly conducted by or associated with the Company
or ACNielsen, to Dun & Bradstreet. The Distribution Agreement allocates to the
Company liabilities related to certain prior business transactions if such
liabilities exceed certain specified amounts.
No party to the Distribution Agreement will have any liability to any other
party for inaccurate forecasts or arising out of any pre-spin-off arrangement,
course of dealing or understanding (other than the Distribution Agreement or the
other agreements as described below) unless such arrangement, course of dealing
or understanding is specifically set forth on a schedule to the Distribution
Agreement.
The Distribution Agreement includes provisions governing the administration
of certain insurance programs and the procedures for making claims. The
Distribution Agreement also allocates the right to proceeds and the obligation
to incur deductibles under certain insurance policies.
The Distribution Agreement provides that neither the Company, Dun &
Bradstreet nor ACNielsen will take any action that would jeopardize the intended
tax consequences of the Distribution. Specifically, each company agrees to
maintain its status as a company engaged in the active conduct of a trade or
business, as defined in Section 355(b) of the Internal Revenue Code, until the
second anniversary of the Distribution Date. As part of the request for a ruling
that the Distribution will be tax free for Federal income tax purposes, each
company represented to the Internal Revenue Service that, subject to certain
exceptions, it has no plan or intent to liquidate, merge or sell all or
substantially all of its assets. As a result, the Company may not initiate any
action leading to a change of control, and in the case of a change in control,
the foregoing representations, and
7
the ruling based thereon, could be called into question. As a result, the
acquisition of control of the Company prior to November 1, 1998 may be more
difficult or less likely to occur because of the potential substantial
contractual damages associated with a breach of such provisions of the
Distribution Agreement.
The Distribution Agreement also provides that, except as otherwise set
forth therein or in any other agreement, all costs or expenses incurred on or
prior to the Distribution Date in connection with the spin-off will be charged
to and paid by Dun & Bradstreet. Dun & Bradstreet agreed to be liable for any
claims based upon actual or alleged misstatements or omissions in the
Registration Statements on Form 10 filed with the Securities and Exchange
Commission by each of the Company and ACNielsen. Except as set forth in the
Distribution Agreement or any related agreement, each party bears its own costs
and expenses incurred after the Distribution Date.
TAX ALLOCATION AGREEMENT
The Company, Dun & Bradstreet and ACNielsen entered into a Tax Allocation
Agreement to the effect that Dun & Bradstreet will pay its entire consolidated
tax liability for the tax years that the Company and ACNielsen were included in
Dun & Bradstreet's consolidated Federal income tax return. For periods prior to
the Distribution Date, Dun & Bradstreet will generally be liable for state and
local taxes measured by income or imposed in lieu of income taxes. The Tax
Allocation Agreement allocates liability to each company for their respective
shares of state, local and foreign taxes attributable to periods prior to the
Distribution Date, as well as certain other matters.
EMPLOYEES BENEFITS AGREEMENT
The Company, Dun & Bradstreet and ACNielsen entered into an Employee
Benefits Agreement, which allocates responsibility for certain employee benefits
matters on and after the Distribution Date.
The Employee Benefits Agreement provides that the Company and ACNielsen
will adopt new defined benefit pension plans for their employees (which plans
have been adopted) and that Dun & Bradstreet will continue to sponsor its plan
for the benefit of its employees, as well as for former employees who terminated
employment on or prior to the Distribution Date. Assets and liabilities of the
Dun & Bradstreet pension plan that are attributable to the Company's and
ACNielsen's employees are being transferred to the new Company and ACNielsen
plans, respectively.
The Employee Benefits Agreement provides that Dun & Bradstreet will be
required to retain the liability for all benefits under Dun & Bradstreet's
nonqualified supplemental pension plans that were vested prior to the
Distribution Date, but the Company and ACNielsen will guarantee payment of these
benefits to their respective employees in the event that Dun & Bradstreet is
unable to satisfy its obligations.
The Employee Benefits Agreement also provides that Dun & Bradstreet will
continue to sponsor welfare plans for its employees, as well as all former
employees who retired or became disabled on or prior to the Distribution Date.
As of the Distribution Date, the Company and ACNielsen will adopt welfare plans
for the benefit of their employees. The Company and ACNielsen will provide
retiree welfare benefits to their continuing employees who would have been
eligible to receive these benefits from Dun & Bradstreet had they retired on or
prior to the Distribution Date. If Cognizant or ACNielsen fails to provide any
retiree welfare benefits, Dun & Bradstreet will provide such continuing
employees with the same level of retiree welfare benefits that it provides to
its retirees generally.
The Company, Dun & Bradstreet and ACNielsen will each generally retain the
severance liabilities of their respective employees who terminated employment
prior to the Distribution Date.
The Employee Benefits Agreement also sets forth certain provisions with
respect to the adjustment and replacement of Dun & Bradstreet stock options and
limited stock appreciation rights outstanding as of the Distribution Date.
The Employee Benefits Agreement also provides that Dun & Bradstreet will
generally retain all employee benefit litigation liabilities that were asserted
prior to the Distribution Date (but not such liabilities that relate to the
transferred retirement and savings plan assets of the Company or ACNielsen
employees). As of the Distribution Date, the Company and ACNielsen employees
generally ceased participation in Dun & Bradstreet employee benefit plans, and
the Company and ACNielsen generally recognized among other things, their
respective employees' past service with Dun & Bradstreet under their respective
employee benefit plans. Except as specifically provided therein, nothing in the
Employee Benefits Agreement restricts any of the three companies' ability to
amend or terminate any of their respective employee benefit plans after the
Distribution Date.
8
INDEMNITY AND JOINT DEFENSE AGREEMENT
The Company, Dun & Bradstreet and ACNielsen entered into the Indemnity and
Joint Defense Agreement pursuant to which they agreed to certain arrangements
allocating potential liabilities (the "IRI Liabilities") under, and to conduct a
joint defense of, the action filed by Information Resources, Inc. described in
Note 14 of Notes to Consolidated Financial Statements in the 1996 Report to
Shareholders, referred to in Item 3. Legal Proceedings (the "IRI Action").
In particular, the Indemnity and Joint Defense Agreement provides that
ACNielsen will assume exclusive liability for IRI Liabilities up to the ACN
Maximum Amount, which is to be calculated at the time such liabilities, if any,
become payable, and that the Company and Dun & Bradstreet will share liability
equally for any amounts in excess of the ACN Maximum Amount. The ACN Maximum
Amount will be determined by an investment banking firm as the maximum amount
which ACNielsen is able to pay after giving effect to (i) any plan submitted by
such investment bank which is designed to maximize the claims-paying ability of
ACNielsen without impairing the investment banking firm's ability to deliver a
viability opinion (but which will not require any action requiring stockholder
approval), and (ii) payment or related fees and expenses. For these purposes,
financial viability means the ability of ACNielsen, after giving effect to such
plan, the payment of related fees and expenses and the payment of the ACN
Maximum Amount, to pay its debts as they become due and to finance the current
and anticipated operating and capital requirements of its business, as
reconstituted by such plan, for two years from the date any such plan is
expected to be implemented.
In addition, ACNielsen has agreed to certain restrictions on payments of
dividends and share repurchases above specified levels. ACNielsen also agreed
not to engage in mergers, acquisitions or dispositions, including joint venture
investments, if, after giving effect to any such transaction, ACNielsen would be
unable to meet a specified fixed charge coverage ratio, and, if any such
transaction involves aggregate consideration in excess of $50 million, then
ACNielsen will also be required to receive and to cause to be delivered to the
Company and Dun & Bradstreet an investment banker's fairness opinion.
The Indemnity and Joint Defense Agreement also sets forth certain
provisions governing the defense of the IRI Action pursuant to which the parties
agreed to be represented by the same counsel. Legal expenses are to be shared
equally by the three parties.
TAM MASTER AGREEMENT
The Company and ACNielsen entered into the TAM Master Agreement relating to
the conduct of the television audience measurement business (the "TAM
Business").
The TAM Master Agreement, together with certain ancillary trademark and
technology licensing agreements, provides that the Company or a newly
established entity will license to ACNielsen a nonexclusive right to use certain
trademarks in connection with the TAM Business outside the United States and
Canada for five years. The Company will also license to ACNielsen a nonexclusive
right to use specified technology in Australia, Ireland and India in connection
with the TAM Business for five years or such longer period as is required to
fulfill contractual obligations existing on the Distribution Date.
In the event that on or prior to the third anniversary of the Distribution
Date, ACNielsen determines to sell all or substantially all of (i) its assets or
the assets of the TAM Business (as defined in the TAM Master Agreement), or (ii)
its assets that generate more than 50% of the TAM business, or ACNielsen takes
action to be acquired or is acquired by a third party, the Company will have the
right to require ACNielsen to sell all of ACNielsen's TAM Business to the
Company at book value of (as calculated in accordance with the TAM Master
Agreement) plus certain transfer costs. In addition, in the event that prior to
the third anniversary of the Distribution Date, ACNielsen determines to sell all
or substantially all of its TAM Business in a particular country, the Company
will have the right to require ACNielsen to sell such business to the Company at
book value (as calculated in accordance with the TAM Master Agreement) plus
certain transfer costs.
INTELLECTUAL PROPERTY AGREEMENT
The Company, Dun & Bradstreet and ACNielsen entered into an Intellectual
Property Agreement which provides for the allocation and recognition by and
among these companies of rights under patents, copyrights, software, technology,
trade secrets and certain other intellectual property owned by them and their
respective subsidiaries as of the Distribution Date. The Intellectual Property
Agreement also contains various provisions governing the future use of certain
trademarks owned by ACNielsen prior to the Distribution Date, including
limitations upon both the Company's and ACNielsen's use of the "Nielsen" name,
standing alone or as part of a name describing any new product or service to be
offered.
9
FACTORS THAT MAY AFFECT FUTURE RESULTS
--------------------------------------
From time to time, information and statements provided by the Company may
contain "forward-looking statements" as defined by the Private Securities
Litigation Reform Act of 1995. The Company cautions shareholders and investors
that actual results may differ materially from those projected or suggested in
any forward-looking statement as the result of a wide variety of factors,
including but not limited to the factors set forth below:
o The Company operates globally, with approximately 45% of its
revenues and 62% of its operating income in 1996 derived from
non-U.S. operations. As a result, fluctuations in the value of
foreign currencies relative to the U.S. dollar may increase the
volatility of U.S. dollar-denominated operating results. The
Company's geographic expansion in emerging markets such as Eastern
Europe, Africa and Asia Pacific is expected to continue. Emerging
markets tend to be considerably less stable than established
markets which may further contribute to volatility in operating
results. In addition, the Company is subject to the usual risks
inherent in carrying on business in certain countries outside the
U.S., including possible nationalization, expropriation, price
controls or other restrictive government actions. Management
believes that the risk of nationalization or expropriation is
reduced because its basic service is the delivery of information,
rather than the production of products which require manufacturing
facilities or use of natural resources.
o To the extent the Company seeks growth through acquisitions,
there can be no assurance that management of the Company will be
able to identify and consummate acquisitions on satisfactory
terms. Furthermore, every acquisition will entail some degree of
uncertainty and risk, and even if consummated, may not produce the
operating results or increases in value over time which were
expected at the time of acquisition.
o The Company competes in businesses which demand or sell
sophisticated information systems, software and other technology.
The types of systems which the Company's businesses require or
sell can be expected to be subject to refinements as such systems
and underlying technologies are upgraded and advanced, and there
can be no guarantee that as various systems and technologies
become outdated, the Company will be able to replace them, to
replace them as quickly as the Company's competition or to develop
and market new and better products and services in the future on a
cost-effective basis.
o The Company owns approximately 51% of the outstanding shares of
Gartner Group, a publicly traded company. Gartner Group's common
stock has historically traded at higher multiples than market
averages and has generally experienced greater price volatility
than the market as a whole. It can be expected that variations in
the market value of the Gartner Group shares held by the Company
will have an impact on the trading prices of the Company's Common
Stock. In addition, to the extent that Gartner Group issues
additional shares of its own common stock, the Company would have
to purchase Gartner Group shares in the open market in order to
maintain a majority position. The Company might have to effect
such purchases even if Gartner Group shares were trading at
relatively high multiples. There can be no assurance that the
Company will maintain its majority position in Gartner Group.
Gartner Group's results and operations may also be subject to the
various factors described in Gartner Group's reports filed from
time to time with the Securities and Exchange Commission.
o Each of the Company's businesses is subject to significant or
potential competition which is likely to intensify in the future.
In particular, a television rating project being funded by the
Committee on Nationwide Television Audience Measurement and
designed and operated by Statistical Research Inc., which is
currently in a testing phase in Philadelphia, has received support
from the three major broadcast networks and a number of large
advertising agencies and advertisers. This could give rise to a
national competitor to Nielsen Media Research in the next few
years.
o Certain of the data services provided by IMS relate to the
diagnosis and treatment of disease. The use of patient-specific
information is anticipated to be an increasingly important tool in
the design, development and marketing of pharmaceuticals. To
protect privacy, no individual patient is identified in any IMS
database. Recently, there have been a number of regulatory and
legislative initiatives in the area of medical privacy at the
Federal, state and foreign government levels. There can be no
assurance that such initiatives will not adversely affect IMS's
ability to generate or assemble data or to develop or market
current or future products and services.
o Results could be affected by the costs and other effects of
litigation involving the Company. In particular, management of the
Company is unable to predict at this time the final outcome of the
IRI Action described in
10
"Note 14. Litigation" of the Notes to Consolidated Financial
Statements in the 1996 Report to Shareholders, or whether the
resolution of this matter could materially affect the Company's
results of operations, cash flows or financial position.
o The Company's results could be adversely affected by general or
specific weakening of economic conditions, including weak economic
conditions in the pharmaceutical, healthcare, media, information
technology or other industries in which the Company's customers
operate.
-----------------------------------
The names of the Company's products used in this report are trademarks or
registered trademarks of Cognizant Corporation or one of its subsidiaries.
Additional information is incorporated by reference to Note 16 Operations
by Business Segment on Page 21 of the 1996 Report to Shareholders and Note 17
Operations by Geographic Area on Page 22 of the 1996 Report to Shareholders.
11
ITEM 2. PROPERTIES
The principal properties of the Company are set forth below.
The executive offices of Cognizant Corporation are located at 200 Nyala
Farms, Westport, Connecticut in a leased property.
Property of the Company is geographically distributed to meet sales and
operating requirements worldwide. The properties of the Company are
generally considered to be both suitable and adequate to meet current
operating requirements and virtually all space is being utilized.
MARKETING INFORMATION SERVICES
Owned properties located within the U.S. include four facilities. The
properties are located in Dunedin, Florida; Totowa, New Jersey; and
Plymouth Meeting and West Norriton, Pennsylvania.
Owned properties located outside the U.S. include ten facilities: one
property each in Buenos Aires, Argentina; Crows Nest and Artarmon,
Australia; Innsbruck, Austria; Brussels, Belgium; Santiago, Chile; Lisbon,
Portugal; London and Pinner, England; and Caracas, Venezuela.
The operations of this business unit are also conducted from seventy leased
offices located throughout the U.S. and eighty-six non-U.S. locations.
INFORMATION TECHNOLOGY SERVICES
Operations are conducted from forty-one leased offices located throughout
the U.S. and thirty-five non-U.S. locations.
RESOURCE GROUP/CORPORATE
Owned properties within the U.S. include two buildings in Wilton,
Connecticut. Operations are also conducted from three leased office
locations throughout the U.S.
ITEM 3. LEGAL PROCEEDINGS
Reference is made to Note 14 of Notes to Consolidated Financial Statements
on Pages 19 and 20 of the 1996 Report to Shareholders which is incorporated
herein by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
12
EXECUTIVE OFFICERS OF THE REGISTRANT*
Officers are elected by the Board of Directors to hold office until their
respective successors are chosen and qualified.
Listed below are the executive officers of the registrant at March 1, 1997
and brief summaries of their business experience during the past five
years.
Name Title Age
---- ----- ---
Robert E. Weissman Chairman & Chief Executive Officer** 56
Victoria R. Fash Executive Vice President & Chief Financial Officer 45
William G. Jacobi Executive Vice President 53
Hans B. Amell Senior Vice President - Marketing 42
Randall C. Harris Senior Vice President - Human Resources 46
Alan J. Klutch Senior Vice President - Finance 52
James C. Malone Senior Vice President - Finance & Controller 48
Susan H. Reynolds Senior Vice President & Corporate Secretary 44
Kenneth S. Siegel Senior Vice President & General Counsel 41
Leslye G. Katz Vice President & Treasurer 42
*Set forth as a separate item pursuant to Items 401(b) and (e) of
Regulation S-K.
**Member of the Board of Directors.
Mr. Weissman was elected Chairman & Chief Executive Officer of Cognizant
Corporation on October 10, 1996. He was previously Chairman & Chief Executive
Officer of Dun & Bradstreet (April 1995), after serving as President and Chief
Executive Officer (January 1994). He was named Dun & Bradstreet's President and
Chief Operating Officer in January 1985.
Mr. Jacobi was appointed Executive Vice President of Cognizant Corporation
in April 1996. He also is Chairman of IMS International and Nielsen Media
Research, and has management responsibility for Erisco and Cognizant Technology
Solutions. He had been elected Senior Vice President of Dun & Bradstreet,
effective July 1993. Previously, he had served as President & Chief Operating
Officer of Nielsen Media Research (January 1, 1991) and as Executive Vice
President of Nielsen Media Research (March 1, 1989).
Ms. Fash was appointed Executive Vice President & Chief Financial Officer
of Cognizant Corporation in April 1996. Ms. Fash was elected Senior Vice
President-Business Strategy of Dun & Bradstreet in April 1995 and elected Vice
President-Business Operations Planning of Dun & Bradstreet, effective May 1994.
Previously, she had served as Assistant to the President of Dun & Bradstreet
(September 1991) and as Assistant to the President of Dun & Bradstreet Software
Services (formerly Management Science America, Inc.) (January 1991).
Mr. Amell was appointed Senior Vice President - Marketing of Cognizant
Corporation in April 1996. He also is President and Chief Executive Officer of
Pilot Software, effective February 1997. Mr. Amell was Vice President -
Marketing of AlliedSignal Inc. from 1993 to April 1996. He was Vice President -
International of Dun & Bradstreet from 1991 to 1993. Previously, he had served
as Vice President - Marketing Programs at Unisys Corporation.
Mr. Harris was appointed Senior Vice President - Human Resources of
Cognizant Corporation in May 1996. Mr. Harris was Vice President - Human
Resources of Dun & Bradstreet effective in September 1995. Previously, he had
served as President of ACTI, a subsidiary of First Data Corporation.
Mr. Klutch was appointed Senior Vice President - Finance of Cognizant
Corporation in April 1996. Mr. Klutch previously was Vice President - Financial
Planning of Dun & Bradstreet (October 1984).
Mr. Malone was appointed Senior Vice President - Finance & Controller of
Cognizant Corporation in December 1996. He had been appointed Vice President -
Finance & Controller, effective April 1996. Previously, he had served as
Assistant Vice President and Leader - North American Shared Transaction Services
Center (February 1995) and as Vice President & Controller of Reuben H. Donnelley
Corporation, subsidiaries of Dun & Bradstreet (1990).
13
Ms. Reynolds was appointed Senior Vice President & Corporate Secretary of
Cognizant Corporation in August 1996. Ms. Reynolds served as Vice President and
Global Leader, Pay and Performance of Dun & Bradstreet, effective October 1995.
Previously, she was Senior Vice President - Corporate Services of Herman Miller,
Inc. and a principal at Sibson & Company, Inc. (June 1983).
Mr. Siegel was appointed Senior Vice President & General Counsel of
Cognizant Corporation in February 1997. Mr. Siegel was a partner with the law
firm of Baker & Botts, L.L.P. from September 1994 to February 1997. Previously,
he was a partner at the law firm of O'Sullivan Graev & Karabell (July 1987).
Ms. Katz was appointed Vice President & Treasurer of Cognizant Corporation
in September 1996. Ms. Katz was appointed Senior Vice President & Chief
Financial Officer for Reuben H. Donnelley, a subsidiary of Dun & Bradstreet, in
September 1992. Previously, she was appointed Vice President - Strategic and
Financial Planning (August 1991) and Vice President - Finance and Planning
(February 1991) for Reuben H. Donnelley.
14
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Information in response to this Item is set forth under Dividends and
Common Stock Information in the "Financial Review" on Page 6 of the 1996 Report
to Shareholders, which information is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data required by this Item is incorporated herein by
reference to the information relating to the years 1992 through 1996 set forth
in the "Five-Year Selected Financial Data" on Page 24 of the 1996 Report to
Shareholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Information in response to this Item is set forth in the "Financial Review"
on Pages 1 to 6 of the 1996 Report to Shareholders, which information is
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Index to Financial Statements and Schedules under Item 14 on Page 17.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
15
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information in response to this Item is incorporated herein by reference to
the section entitled "Election of Directors" in the Company's proxy statement to
be filed on or about April 24, 1997 with the Securities and Exchange Commission,
except that "Executive Officers of the Registrant" on Page 13 of this report
responds to Items 401(b) and (e) of Regulation S-K.
ITEM 11. EXECUTIVE COMPENSATION
Information in response to this Item is incorporated herein by reference to
the section entitled "Compensation of Executive Officers and Directors" in the
Company's proxy statement to be filed on or about April 24,1997 with the
Securities and Exchange Commission.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information in response to this Item is incorporated herein by reference to
the section entitled "Security Ownership of Management and Others" in the
Company's proxy statement to be filed on or about April 24, 1997 with the
Securities and Exchange Commission.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information in response to this Item is incorporated herein by reference to
the section entitled "Security Ownership of Management and Others" in the
Company's proxy statement to be filed on or about April 24, 1997 with the
Securities and Exchange Commission.
16
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) List of documents filed as part of this report.
(1) Financial Statements.
See Index to Financial Statements and Schedule on Page 19.
(2) Financial Statement Schedule.
See Index to Financial Statements and Schedule on Page 19.
(3) Other Financial Information.
Business Segments, 1996. See Index to Financial Statements and
Schedule on Page 19. Five-year Selected Financial Data. See Index
to Financial Statements and Schedule on Page 19.
(4) Exhibits.
See Index to Exhibits on Page 22, which indicates which Exhibits
are management contracts or compensatory plans required to be
filed as Exhibits. Only responsive information appearing on pages
1 to 24 to Exhibit 13 is incorporated herein by reference, and no
other information appearing in Exhibit 13 is or shall be deemed
to be filed as part of this Form 10-K.
(b) Reports on Form 8-K.
A report on Form 8-K was filed on October 15, 1996 to report
under Item 5, Other Events, that Registrant's Board of Directors
declared a dividend of one preferred stock purchase right for
each outstanding share of Common Stock.
17
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.
COGNIZANT CORPORATION
(REGISTRANT)
By: ROBERT E. WEISSMAN
--------------------------------------------
(ROBERT E. WEISSMAN,
CHAIRMAN & CHIEF EXECUTIVE OFFICER)
By: VICTORIA R. FASH
--------------------------------------------
(VICTORIA R. FASH,
EXECUTIVE VICE PRESIDENT
& CHIEF FINANCIAL OFFICER)
By: JAMES C. MALONE
--------------------------------------------
(JAMES C. MALONE,
SENIOR VICE PRESIDENT - FINANCE & CONTROLLER)
Date: March 27, 1997
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 date indicated.
CLIFFORD L. ALEXANDER, JR. H. EUGENE LOCKHART
- - --------------------------------------- ------------------------------------
(CLIFFORD L. ALEXANDER, JR., DIRECTOR) (H. EUGENE LOCKHART, DIRECTOR)
JOHN P. IMLAY, JR. JAMES R. PETERSON
- - --------------------------------------- ------------------------------------
(JOHN P. IMLAY, JR., DIRECTOR) (JAMES R. PETERSON, DIRECTOR)
ROBERT KAMERSCHEN M. BERNARD PUCKETT
- - --------------------------------------- ------------------------------------
(ROBERT KAMERSCHEN, DIRECTOR) (M. BERNARD PUCKETT, DIRECTOR)
ROBERT J. LANIGAN ROBERT E. WEISSMAN
- - --------------------------------------- ------------------------------------
(ROBERT J. LANIGAN, DIRECTOR) (ROBERT E. WEISSMAN, DIRECTOR)
Date: March 27, 1997
18
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
FINANCIAL STATEMENTS:
The Company's consolidated financial statements, the notes thereto and the
related report thereon of Coopers & Lybrand L.L.P., independent accountants, for
the years ended December 31, 1996, 1995 and 1994, appearing on pages 6 to 23 of
the accompanying 1996 Report to Shareholders, are incorporated by reference into
this Annual Report on Form 10-K (see below). The additional financial data
indicated below should be read in conjunction with such consolidated financial
statements.
PAGE
---------------------------------
10-K 1996 REPORT TO
SHAREHOLDERS
--------------- ---------------
Report of Independent Accountants........................... Exhibit 13 Pg 7 7
Statement of Management's Responsibility for
Financial Statements...................................... Exhibit 13 Pg 7 7
As of December 31, 1996 and 1995:
Consolidated Statements of Financial Position............. Exhibit 13 Pg 9 9
For the years ended December 31, 1996, 1995 and 1994:
Consolidated Statements of Income......................... Exhibit 13 Pg 8 8
Consolidated Statements of Cash Flows.................... Exhibit 13 Pg 10 10
Consolidated Statements of Shareholders' Equity........... Exhibit 13 Pg 11 11
Notes to Consolidated Financial Statements.................. Exhibit 13
Pgs 12-23 12-23
Quarterly Financial Data (Unaudited) for the years ended
December 31, 1996 and 1995................................ Exhibit 13 Pg 23 23
Management's Discussion and Analysis of Financial Exhibit 13
Condition and Results of Operations ...................... Pgs 1-6 1-6
Other financial information:
Business Segments, 1996................................... Exhibit 13 Pg 21 21
Five-year selected financial data......................... Exhibit 13 Pg 24 24
SCHEDULE:
Report of Independent Accountants......................... 20 --
Cognizant Corporation and Subsidiaries.................... Exhibit 21 --
II. Valuation and Qualifying Accounts for the years ended
December 31, 1996, 1995 and 1994...................... 21 --
Schedules other than the one listed above are omitted as not required or
inapplicable or because the required information is provided in the consolidated
financial statements, including the notes thereto.
19
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and the Board of Directors of Cognizant Corporation:
Our report on the consolidated financial statements of Cognizant Corporation as
of December 31, 1996 and 1995, and for the years ended December 31, 1996, 1995
and 1994, has been incorporated by reference in this Form 10-K from page 7 of
the 1996 Report to Shareholders of Cognizant Corporation. In connection with our
audits of such financial statements, we have also audited the related financial
statement schedule listed in the index on page 19 of this Form 10-K.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.
/s/ COOPERS & LYBRAND L.L.P.
Stamford, Connecticut
February 19, 1997
20
SCHEDULE II
COGNIZANT CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(IN THOUSANDS)
- - -------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- - -------------------------------------------------------------------------------------------------------
ADDITIONS
BALANCE CHARGED TO BALANCE
BEGINNING COSTS AND AT END
DESCRIPTION OF PERIOD EXPENSES DEDUCTIONS(a) OF PERIOD
----------- --------- ---------- ------------- ---------
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
For the Year Ended December 31, 1996.......... $11,446 $4,993 $ 969 $15,470
======= ====== ====== =======
For the Year Ended December 31, 1995.......... $10,839 $3,310 $2,703 $11,446
======= ====== ====== =======
For the Year Ended December 31, 1994.......... $ 7,641 $3,951 $ 753 $10,839
======= ====== ====== =======
NOTE:
(a) Represents primarily the charge-off of uncollectible accounts for which a
reserve was provided.
21
INDEX TO EXHIBITS
REGULATION S-K
EXHIBIT NUMBER DESCRIPTION
- - -------------- -----------
3 Articles of Incorporation and By-laws:
.1 Restated Certificate of Incorporation of Cognizant Corporation dated
October 7, 1996 (incorporated by reference to Exhibit 3.1 to
Registrant's Registration Statement Form 10 filed October 7, 1996, file
number 001-12275).
.2 Amended and Restated By-laws of Registrant (incorporated by reference
to Exhibit 3.2 to Registrant's Registration Statement on Form 10 filed
October 7, 1996, file number 001-12275).
10 Material Contracts:
.1 Distribution Agreement among Cognizant Corporation, The Dun &
Bradstreet Corporation and ACNielsen Corporation dated as of October
28, 1996.
.2 Tax Allocation Agreement among Cognizant Corporation, The Dun &
Bradstreet Corporation and ACNielsen Corporation dated as of October
28, 1996.
.3 Employee Benefits Agreement among Cognizant Corporation, The Dun &
Bradstreet Corporation and ACNielsen Corporation dated as of October
28, 1996.
.4 Indemnity and Joint Defense Agreement among Cognizant Corporation, The
Dun & Bradstreet Corporation and ACNielsen Corporation dated as of
October 28, 1996.
.5 TAM Master Agreement between Cognizant Corporation and ACNielsen
Corporation dated as of October 28, 1996.
.6 Intellectual Property Agreement among Cognizant Corporation, The Dun &
Bradstreet Corporation and ACNielsen Corporation dated as of October
28, 1996.
.7 1996 Cognizant Corporation Non-Employee Directors' Stock Incentive
Plan, as adopted effective November 1, 1996*.
.8 1996 Cognizant Corporation Non-Employee Directors' Deferred
Compensation Plan, as adopted effective October 15, 1996*.
.9 1996 Cognizant Corporation Key Employees' Stock Incentive Plan, as
adopted effective November 1, 1996*.
.10 1996 Cognizant Corporation Replacement Plan for Certain Employees
Holding the Dun & Bradstreet Corporation Equity-Based Awards, as
adopted effective November 1, 1996*.
.11 1996 Cognizant Corporation Replacement Plan for Certain Employees
Holding I.M.S. International, Inc. Stock Options, as adopted
November 1, 1996*.
.12 Form of Non-Employee Directors' Stock Option Agreement*.
.13 Form of Non-Employee Directors' Restricted Stock Agreement*.
.14 Forms of Stock Option Agreement*.
.15 Forms of Purchased Option Agreement*.
.16 Forms of Limited Stock Appreciation Right Agreement*.
.17 Forms of Change-in-Control Agreement for Certain Executives of
Cognizant Corporation, as adopted October 15, 1996*.
.18 Cognizant Corporation Executive Transition Plan, as adopted effective
November 1, 1996*.
.19 Cognizant Corporation Executive Annual Incentive Plan, as adopted
effective January 1, 1997*.
.20 Cognizant Corporation Supplemental Executive Retirement Plan, as
adopted effective November 1, 1996*.
.21 Rights Agreement dated as of October 15, 1996 between Cognizant
Corporation and First Chicago Trust Company of New York (incorporated
by reference to Exhibit 1 to Registrant's Current Report on Form 8-K
filed October 15, 1996, file number 001-12275).
11 Computation of Earnings Per Share on a Fully Diluted Basis.
13 1996 Report to Shareholders.
21 List of Active Subsidiaries as of January 31, 1997.
23 Consent of Independent Accountants.
27 Financial Data Schedules.
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* Management contract or compensatory plan or arrangement
22