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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
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(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, 1997
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 001-12277
ACNielsen Corporation
(Exact name of registrant as specified in its charter)
Delaware 06-1454128
(State of incorporation) (I.R.S. Employer Identification No.)
177 Broad Street, Stamford, Connecticut 06901
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 961-3000.
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 $.01 per share. . . . . . . .. .New York Stock Exchange
Preferred Share 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 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.
As of January 31, 1998, 57,307,550 shares of Common Stock of ACNielsen
Corporation were outstanding. The aggregate market value of the shares of Common
Stock held by nonaffiliates of the registrant (based upon its closing
transaction price on the Composite Tape on January 30, 1998) was approximately
$1,235 million.*
*Calculated by excluding all shares held by executive officers and directors of
the registrant, without conceding that all such persons are affiliates of the
registrant for purposes of the Federal securities laws.
Documents Incorporated by Reference
-----------------------------------
Parts I and II: Portions of Registrant's Annual Report to Shareholders for
the 1997 Fiscal Year.
Part III: Portions of Registrant's Proxy Statement dated March 13, 1998.
The Index to Exhibits is located on Pages 18 to 20.
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PART I
As used in this report, except where the context indicates otherwise,
the terms "Company" and "ACNielsen" mean ACNielsen Corporation and all
subsidiaries consolidated in the financial statements incorporated herein by
reference.
ITEM 1. BUSINESS
General
ACNielsen Corporation began operating as an independent, publicly-held
company on November 1, 1996 (the "Distribution Date") as a result of the
distribution (the "Distribution") on that date by The Dun & Bradstreet
Corporation ("D&B") to D&B's shareholders of the Company's $.01 par value Common
Stock, at a distribution ratio of one share of the Company for three shares of
D&B. As part of a reorganization of its businesses, D&B also distributed all of
the outstanding common stock of Cognizant Corporation ("Cognizant") on the
Distribution Date.
ACNielsen Corporation, which has its headquarters in Stamford,
Connecticut, was incorporated in the State of Delaware on April 30, 1996 as a
wholly-owned subsidiary of D&B for the purpose of effecting the Distribution.
ACNielsen Corporation operates principally through subsidiaries and the Company
generally is comprised of the former D&B businesses that deliver market
research, information and analysis to the worldwide consumer products and
services industries.
Description of Business
ACNielsen is a global leader in delivering market research, information
and analysis to the consumer products and services industries. ACNielsen
services are offered in over 90 countries around the globe. ACNielsen provides
its clients with market research, information and analysis for understanding and
making critical decisions about their products and their markets. ACNielsen also
conducts media measurement and related businesses, including its television
audience measurement business which operates outside the U.S. and Canada.
ACNielsen operates outside the United States through a number of
subsidiaries, affiliates and joint ventures. In 1997, more than 75% of
ACNielsen's revenues were generated outside the United States.
ACNielsen operates across a wide spectrum of research services. These
services generally fall into four categories: Retail Measurement Services,
Customized Research Services, Media Measurement Services and Consumer Panel
Services.
ACNielsen also offers its customers, through a wide range of modeling
and analytic services, custom-tailored insights into complex marketing and sales
issues. Typical assignments range from marketing-mix modeling to category
management analysis, including topics as diverse as pricing strategy, consumer
driven market structure, variety management, outlet switching and promotion
tactics.
ACNielsen's clients include retailers, brokers and distributors of
retail information, manufacturers of consumer packaged goods and other products,
and companies operating in various service industries (including financial
services, telecommunications, advertising, television and radio broadcasting,
motion pictures and publishing).
ACNielsen operates in one industry segment, Market Research,
Information and Analysis Services. The approximate revenues attributable to each
category of service provided by ACNielsen were as follows for the periods shown
(in millions of dollars):
Year ended December 31,
-----------------------
1997 1996 1995
---- ---- ----
Retail Measurement...................... $ 989 $ 974 $ 938
Customized Research..................... 191 188 172
Media Measurement....................... 120 114 99
Consumer Panel.......................... 92 83 72
------------ ---------- ----------
Total...................... $ 1,392 $ 1,359 $ 1,281
============ ========== ==========
1
The number of full-time equivalent employees of the Company at December
31, 1997 was approximately 19,800. Of this number, approximately 2,342 full-time
equivalent employees are located in the United States, and none of these are
represented by labor unions. ACNielsen's non-U.S. employees are subject to
numerous labor council or similar relationships which vary due to the diverse
cultures in which ACNielsen operates. Management believes that labor relations
generally are satisfactory and have been maintained in a normal and customary
manner.
Retail Measurement Services
Through its Retail Measurement Services, the cornerstone of ACNielsen's
business, the Company delivers data to customers on product movement and related
causal information (ie. coupons, in-store promotions and other information
or conditions affecting sales) on six continents. Introduced in 1933,
ACNielsen's original Food and Drug Indexes soon became the industry
measurement tool for understanding the dynamics of product sales. Over the
years, technology has dramatically improved ACNielsen's ability to collect
and analyze information from retailers and consumers. The availability of
scanning technology in retail outlets in many countries around the world has
broadened both the scope and capabilities of ACNielsen's original retail
indexes.
ACNielsen's Retail Measurement Services are available in over 65
countries. Retail Measurement Services include scanning and retail audit
services, account level reports, information delivery, merchandising and
category management services and marketing and sales applications, along with
modeling and analytic services.
Further expanding its global services, in late 1997, ACNielsen acquired
Entertainment Data, Inc. (EDI), a provider of box office information for the
motion picture industry. Based in Beverly Hills, California, EDI provides
overnight information on box office receipts to studios and exhibitors in the
U.S. motion picture industry. EDI also has operations in the U.K., Germany,
Spain and France. The information provided by EDI helps users decide where and
for how long a movie will play, as well as how advertising and promotional
dollars will be spent.
Scanning
Using the bar codes printed on products and scanners installed in
retail outlets, ACNielsen gathers information from stores in the United
States and Canada and certain countries in Europe, Latin America and Asia
Pacific. ACNielsen's customers can monitor performance trends and evaluate price
and promotion effectiveness by tracking and forecasting non-promoted as well as
promotional product movement.
ACNielsen offers a number of additional services to enhance each
customer's understanding of its markets. Among these are services reporting data
by customer-defined markets, services aggregating consumer data in multiple
channels, and services disaggregating data to satisfy particular needs of
customers.
Retail Audit
In addition to scanning data (which is available only in certain
industry sectors and in certain countries), retail audit is a valuable source of
market information as a basic measurement tool and as a supplement to
scanning data. Retail audit involves the continuous measurement by
ACNielsen field auditors of product and category performance in the retail
trade, and reporting to clients on sales, distribution, stocks, prices
and other measures which assist them in marketing and trade negotiations.
Retail Audit is divided into industry segments, traditionally called
Indexes. The Food Index is generally the largest, but there are also Health and
Beauty, Durables, Confectionery, Liquor, Cash & Carry, plus a number of local
country Indexes.
In-Store Observation
ACNielsen field auditors collect data on where products are located in
stores, how many facings they have, on which shelves they are positioned, etc.
(broken down by store type, store size and geographic region). ACNielsen also
collects causal data. These data add to market insights and help to monitor the
implementation of retailer/manufacturer promotional agreements in terms of
numeric distribution, space allocation and promotional execution.
Levels of Information
ACNielsen provides information and insight to customers from a macro to
a micro level. Whether on a country, market or individual retailer level,
ACNielsen measures the competitive environment in which manufacturers and
retailers conduct business. In some countries ACNielsen also provides store
census data which allow retailers and manufacturers to understand consumer
behavior within a specific store or group of stores as well as within a retail
trading area.
2
ACNielsen's account-specific information provides sales and marketing
managers with a comprehensive array of retailer-specific sales and merchandising
information, producing reports of product and category performance that
encompass an organization's own brands as well as competing brands.
On a global basis, ACNielsen sells and provides to its multi-national
customers international reports within and across country boundaries. Products
include an International Database (periodic reports of a multi-country retail
database) and an International Market Report (a one-time report on a market and
its competitive environment).
Delivery of Information
ACNielsen converts the data which it collects into insights yielding
competitive advantage for its clients. These include multi-dimensional
reporting, analytical modeling, data navigation and expert systems tools, with
services offered in over 65 countries. ACNielsen delivers its information to
customers on-line, via CD-ROM and other electronic media, and in printed
reports.
ACNielsen INF*ACT Workstation software is an integrated Windows-based
analytical and applications development tool set used worldwide by ACNielsen's
customers. Employing on-line analytical processing capabilities, the Workstation
enables organizations to access and analyze a wide range of corporate and
syndicated information.
ACNielsen also offers a series of Windows-based intelligent business
applications that enhance ACNielsen INF*ACT Workstation functionality, giving
organizations the ability to plan, analyze and execute successful marketing and
sales programs. Among these applications are Opportunity Explorer, Executive
Spotlight, Business Review, Trade Manager, Category Manager, Promotion
Optimizer, BrandView and BrandTrack.
In addition, ACNielsen offers merchandising tools through the SPACEMAN
portfolio of products and the PRICEMAN products.
Customized Research Services
Customized Research Services are used by manufacturers, retailers,
financial institutions and other service organizations that seek to understand
the position of their current, new and proposed products and services in the
marketplace. With customized research capabilities in more than half of the
countries in which it operates, ACNielsen is well-positioned to offer its global
retail measurement clients, including both manufacturers and retailers, consumer
insights from customized research as well as an understanding of dynamic
new markets such as entertainment, fast foods, financial services and
telecommunications.
In the fourth quarter, the Company launched Customer eQ in the Asia
Pacific Region, ACNielsen's first proprietary customized research product
in that region. Customer eQ is designed to enable clients to more
effectively measure and evaluate such factors as customer satisfaction and
loyalty that influence the value of their businesses.
In addition to services at the country level, ACNielsen offers
multi-country customized studies at both the regional and global levels and has
specialist offices in Hong Kong, London, New York, Tokyo and Singapore to carry
out customized research in Asia Pacific, Western Europe, North and South
America, the Middle East and Africa.
Media Measurement Services
The information produced by Media Measurement Services includes
audience estimates for television, radio and print, plus advertising expenditure
measurement and customized media research. Television and radio ratings and
readership data are used by program producers, broadcasters, publishers, media
planners, airtime buyers and others, on behalf of manufacturers/advertisers and
media owners, to determine the best, most cost-efficient way of reaching
customers.
ACNielsen's television audience measurement services, which operate
outside the United States and Canada, generally use representative panels of
households, each with a meter attached to each television in the household. The
meters register viewership, which can be matched with broadcast information to
identify viewing of specific programs. In a few countries written diaries are
used instead of, or in addition to, meters, with viewers writing the channels,
programs and the times watched. With both meter and diary panels, aggregate
individual and household viewing is projected to represent national viewing
habits.
Outside of Latin America, ACNielsen's television audience measurement
services are operational in approximately 18 countries, primarily in the Asia
Pacific Region. Indonesia converted its diary-based measurement systems to
electronic meters in 1997. A joint venture in which ACNielsen is a partner
is currently establishing a meter panel in India.
3
In connection with the Distribution, ACNielsen entered into the TAM
Master Agreement (the "TAM Master Agreement") with Cognizant relating to the
conduct of the television audience measurement business (the "TAM Business").
See "TAM Master Agreement" below for further information on the TAM Master
Agreement.
ACNielsen's advertising expenditure measurement services provide to
customers, primarily advertising agencies and manufacturers/advertisers,
verification that individual commercials or commercial campaigns ran as
contracted, report the costs of the manufacturers' own and competitors'
advertisements and alert users to new and competitive ad campaigns.
Effective January 1998, the Company became a partner in a joint
venture, IBOPE Media Information. The joint venture, operating in Latin America,
offers television audience measurement services in nine markets, provides radio
audience measurement services in two countries and advertising expenditure
measurement services in four countries.
Consumer Panel Services
Consumer Panel Services help organizations achieve competitive
advantage by applying consumer insights derived from the ACNielsen consumer
panel database. With a comprehensive portfolio of tools for reporting and
analysis, ACNielsen measures the multi-faceted dynamics of consumer behavior
across all outlets including: consumer demographics, percentages of households
purchasing, products and quantities purchased, frequency of purchases, shopping
trips and shopping expenditures, price and promotion sensitivity, price paid,
and attitude and usage information.
In the United States, the ACNielsen Consumer Panel, called Homescan,
consists of approximately 52,000 demographically balanced U.S. households that
use hand-held scanners to record every bar-coded item purchased. Outside the
United States, more than 67,000 households in 14 countries are included in the
ACNielsen consumer panel databases.
ACNielsen employs multiple data collection processes throughout the
world. In the United States and several other countries covering approximately
90% of total panel households worldwide, ACNielsen installs in-home scanners
with which panelists scan items at home as they unpack purchases from each
shopping trip, recording price, promotions and quantity purchased, as well as
the age and gender of the shopper and intended user. Information detailing each
shopping trip is immediately transmitted, via telephone lines, to ACNielsen.
Consumer panel applications can be used by both manufacturers and
retailers to understand demographics and purchasing habits of consumers. As with
all information derived from the ACNielsen Consumer Panel, data capture activity
is from all outlet types including grocery, drug, mass merchandiser and
warehouse clubs. Customers can choose from a wide variety of applications or
analyses, from syndicated to customized and basic to complex. ACNielsen offers a
full suite of syndicated category management applications. These reports give
manufacturers and retailers insights into cross outlet shopping, consumer
loyalty and the value of consumer segments such as the value of core versus
occasional shoppers.
ACNielsen also provides delivery tools that allow marketers to process,
chart and analyze ACNielsen Consumer Panel information quickly and easily. Among
these are CD-ROM tools and Panel*Fact for Windows, which enable managers to
create customized reports to meet their individual analytic needs and to share
data and analyses with various members within an organization.
Relationship Among ACNielsen, D&B and Cognizant after the Distribution
Prior to the Distribution, D&B, Cognizant and ACNielsen entered into
certain agreements governing their relationship subsequent to the Distribution
and providing for the allocation of tax, employee benefits and certain other
liabilities and obligations arising from periods prior to the Distribution. The
following description summarizes certain terms of such agreements, but is
qualified by reference to the texts of such agreements which were previously
filed with the Securities and Exchange Commission.
Distribution Agreement
D&B, Cognizant and ACNielsen entered into a Distribution Agreement
providing for, among other things, certain corporate transactions required to
effect the Distribution and other arrangements among D&B, Cognizant and
ACNielsen subsequent to the Distribution.
In particular, the Distribution Agreement defined the assets and
liabilities allocated to and assumed by Cognizant and those allocated to and
assumed by ACNielsen. The Distribution Agreement also defined what constituted
the "Cognizant Business" and what constituted the "ACNielsen Business".
4
Pursuant to the Distribution Agreement, D&B transferred all its right,
title and interest in the assets comprising the Cognizant Business to Cognizant
and all its right, title and interest in the assets comprising the ACNielsen
Business to ACNielsen; Cognizant transferred all its right, title and interest
in the assets comprising the D&B business to D&B and all its right, title and
interest in the assets comprising the ACNielsen Business to ACNielsen; and
ACNielsen transferred all its right, title and interest in the assets comprising
the D&B business to D&B and all its right, title and interest in the assets
comprising the Cognizant Business to Cognizant. 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 was not
obtained.
The Distribution Agreement provided for, among other things,
assumptions of liabilities and cross indemnities designed to allocate generally,
effective as of the Distribution Date, financial responsibility for the
liabilities arising out of or in connection with (i) the Cognizant Business,
including the IMS and Nielsen Media Research businesses, to Cognizant, (ii) the
ACNielsen Business to ACNielsen and (iii) all other liabilities to D&B.
Pursuant to the Distribution Agreement, neither D&B, Cognizant nor
ACNielsen may take any action that would jeopardize the intended tax
consequences of the Distribution. Specifically, each of D&B, Cognizant and
ACNielsen agreed 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 be tax free for Federal income
tax purposes, ACNielsen represented to the Internal Revenue Service that,
subject to certain exceptions, it had no plan or intent to liquidate, merge or
sell all or substantially all of its assets. As a result, ACNielsen may not
initiate any action leading to a change of control as such action could result
in the foregoing representations, and the ruling based thereon, being called
into question. Accordingly, the acquisition of control of ACNielsen prior to the
second anniversary of the Distribution 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.
Tax Allocation Agreement
D&B, Cognizant and ACNielsen entered into a Tax Allocation Agreement to
the effect that D&B will pay its entire consolidated tax liability for the tax
years that Cognizant and ACNielsen were included in D&B's consolidated Federal
income tax return. For periods prior to the Distribution Date, D&B 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 D&B,
Cognizant and ACNielsen for their respective shares of other state and local
taxes as well as any foreign taxes attributable to periods prior to the
Distribution Date, as well as certain other matters.
Employee Benefits Agreement
D&B, Cognizant and ACNielsen entered into an Employee Benefits
Agreement which allocates responsibility for certain employee benefits matters
on and after the Distribution Date.
Pursuant to the Employee Benefits Agreement (i) ACNielsen adopted a new
defined benefit pension plan for its U.S. employees, (ii) D&B is required to
continue to sponsor its plan for the benefit of its U.S. employees as well as
former employees who terminated employment on or prior to the Distribution Date
and (iii) assets and liabilities of the D&B pension plan that were attributable
to ACNielsen employees were transferred to the new ACNielsen plan.
Pursuant to the Employee Benefits Agreement, D&B is required to retain
the liability for all benefits under D&B's nonqualified supplemental pension
plans that were vested prior to the Distribution Date, but ACNielsen is required
to guarantee payment of these benefits to its employees in the event that D&B is
unable to satisfy its obligations.
D&B, Cognizant and ACNielsen each generally retain the severance
liabilities of their respective employees who terminated employment prior to the
Distribution Date.
Indemnity and Joint Defense Agreement
D&B, Cognizant and ACNielsen entered into the Indemnity and Joint
Defense Agreement pursuant to which they agreed (i) to certain arrangements
allocating potential liabilities ("IRI Liabilities") that may arise out of or in
connection with the IRI Action, as defined below in "Item 3, Legal Proceedings",
and (ii) to conduct a joint defense of such action.
In particular, the Indemnity and Joint Defense Agreement provides that
ACNielsen will assume exclusive liability for IRI Liabilities up to a maximum
amount to be determined at the time such liabilities, if any, become payable
(the "ACN Maximum Amount") and that Cognizant and D&B will share liability
equally for any amounts in excess of the ACN Maximum Amount. The
5
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 of 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 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 is also required to receive and to cause to be delivered to Cognizant
and D&B 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
agree to be represented by the same counsel. Legal expenses are to be shared
equally by the three parties.
TAM Master Agreement
Cognizant and ACNielsen entered into the TAM Master Agreement relating
to the conduct of the television audience measurement business (the "TAM
Business").
Pursuant to the TAM Master Agreement and certain ancillary trademark
and technology licensing agreements (together with the TAM Master Agreement, the
"TAM Agreement"), Cognizant or a newly established entity is required to license
to ACNielsen (i) a non-exclusive right to use certain trademarks in connection
with the TAM Business outside the United States and Canada for five years and
(ii) a non-exclusive 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,
Cognizant will have the right to require ACNielsen to sell all of ACNielsen's
TAM Business to Cognizant at the book value thereof (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, Cognizant will have the right to require ACNielsen to sell such
business to Cognizant at the book value thereof (as calculated in accordance
with the TAM Master Agreement) plus certain transfer costs.
Intellectual Property Agreement
D&B, Cognizant and ACNielsen entered into an Intellectual Property
Agreement (the "IP Agreement") providing 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 D&B,
Cognizant or ACNielsen and their respective subsidiaries as of the Distribution
Date. The IP Agreement also contains various provisions governing the future use
of certain trademarks owned by ACNielsen prior to the Distribution Date,
including limitations upon both Cognizant'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. (See Item 1- "Intellectual Property.")
Competition
ACNielsen has numerous competitors in its various lines of business
throughout the world. Some are companies with diverse product and service lines;
others have more limited product and service offerings. Competition comes from
companies specializing in marketing research; the in-house research departments
of manufacturers and advertising agencies; retailers selling information
directly or through brokers; information management and software companies; and
consulting and accounting firms.
In Retail Measurement Services, ACNielsen's principal competitor in the
United States is Information Resources, Inc. (IRI). IRI is also active in
Canada, Europe and Latin America by itself and through joint ventures with GFK
(Germany), Taylor Nelson AGB/Sofres in Europe and other companies, and is
expanding globally.
6
In Customized Research Services, a significant competitor is Kantar,
the marketing research arm of WPP Group Plc., which operates globally through
BMRB International, Millward Brown International and Research International.
In Media Measurement Services, significant competitors include Taylor
Nelson AGB/Sofres, GFK, AGBItalia, and Video Research (Japan).
In Consumer Panel Services, significant competitors include NPD,
operating in North America, and the Europanel consortium, which includes Taylor
Nelson AGB/Sofres and GFK, operating in Europe. IRI also competes in this area.
Principal competitive factors include innovation, the quality,
reliability and comprehensivesness of analytical services and data, flexibility
in tailoring services to client needs, price, and geographical and market
coverage.
Foreign Operations
As indicated above, ACNielsen engages in a significant portion of its
business outside of the United States, with more than 75% of its revenues in
1997 being generated through non-U.S. sources. ACNielsen's foreign operations
are subject to the usual risks inherent in carrying on business outside the
United States, including fluctuations in relative currency values, possible
nationalization, expropriation, price controls or other restrictive government
actions. ACNielsen believes that the risk of nationalization or expropriation is
reduced because its products are services and information, rather than products
which require manufacturing facilities or the use of natural resources.
Intellectual Property
ACNielsen owns and controls trade secrets, confidential information,
trademarks, trade names, copyrights and other intellectual property rights
which, in the aggregate, are of material importance to ACNielsen's business.
Management of ACNielsen believes that the "ACNielsen" name and related names,
marks and logos are of material importance to ACNielsen. ACNielsen is licensed
to use certain technology and other intellectual property rights owned and
controlled by others, and, similarly, other companies are licensed to use
certain technology and other intellectual property rights owned and controlled
by ACNielsen.
Pursuant to the Intellectual Property (IP) Agreement among D&B,
Cognizant and ACNielsen, ACNielsen has exclusive rights to the use of the
"ACNielsen" name worldwide; however, ACNielsen's future use of the "Nielsen"
name standing alone is prohibited and, as a part of a name describing new
products and services to be offered, is subject to certain limitations. In
addition, the IP Agreement also provided for the establishment of a new entity,
jointly owned by Cognizant and ACNielsen, into which certain trademarks
incorporating or relating to the "Nielsen" name in various countries were
assigned. This entity is obligated to license such trademarks on a royalty-free
basis to Cognizant or ACNielsen for use in a manner consistent with the terms of
the IP Agreement and for purposes of conducting their respective businesses
after the Distribution, and is responsible for preserving the quality of those
trademarks and minimizing any risk of possible confusion. Pursuant to the TAM
Agreement, Cognizant is required to grant ACNielsen a non-exclusive right to use
certain trademarks and technology, as described in "TAM Master Agreement" above.
ACNielsen shall not be licensed to use any such trademarks or technology in
connection with the conduct of the TAM Business within the United States or
Canada.
The technology and other intellectual property rights licensed by
ACNielsen are important to its business, although management of ACNielsen
believes that ACNielsen's business, as a whole, is not dependent upon any one
intellectual property or group of such properties.
The names of ACNielsen's products and services referred to herein are
registered or unregistered trademarks or service marks owned by or licensed to
ACNielsen or its subsidiaries.
Forward-Looking Statements
The Company may from time to time make oral forward-looking statements.
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company is hereby identifying important
factors that could cause actual results to differ materially from those
contained in any forward-looking statement made by or on behalf of the Company.
Any such statement is qualified by reference to the following cautionary
statements.
The Company is currently implementing a turnaround strategy, the
success of which depends in large part on the Company's ability to collect,
process and deliver data in a timely, cost-effective and high quality manner;
reduce costs and improve productivity; and integrate and centralize various
foreign operations. Data collection is largely dependent on the availability of
retail sources that are willing to sell the data to the Company at prices
acceptable to the Company. In addition, the Company operates in highly
competitive markets and its businesses are subject to changes in general
economic conditions which impact the Company's clients' demand for the Company's
services; significant price and service competition; rapid technological
developments in the collection,
7
manipulation and delivery of information; the impact of foreign exchange
rate fluctuations since so much of the Company's earnings are generated
abroad; the degree of acceptance of new product introductions; and the
uncertainties of litigation, including the IRI Action; as well as other
risks and uncertainties detailed from time to time in the Company's
Securities and Exchange Commission filings. Developments in any of these
areas could cause the Company's results to differ from results that have
been or may be projected by or on behalf of the Company. The Company cautions
that the foregoing list of important factors is not exclusive. The Company does
not undertake to update any forward-looking statement that may be made from time
to time by or on behalf of the Company.
Financial Information about Industry Segments
As stated above, the Company operates in one industry segment, Market Research,
Information and Analysis Services.
Financial Information about Foreign and Domestic Operations and Export Sales
The response to item 101(d) of Regulation S-K is incorporated herein by
reference to Note 17 Operations by Geographic Area on Page 54 of the 1997 Annual
Report.
ITEM 2. PROPERTIES
ACNielsen's real properties are geographically distributed to meet
sales and operating requirements worldwide. Most of ACNielsen's properties are
leased from third parties, including D&B and Cognizant. ACNielsen's properties
are generally considered to be both suitable and adequate to meet current
operating requirements and virtually all space is being utilized.
ITEM 3. LEGAL PROCEEDINGS
On July 29, 1996, Information Resources, Inc. ("IRI") filed a complaint
in the United States District Court for the Southern District of New York,
naming as defendants D&B, A.C. Nielsen Company (which is a subsidiary of the
Company, "ACNielsenCo") and I.M.S. International, Inc., a subsidiary of
Cognizant Corporation ("IMS") (the "IRI Action").
The complaint alleges various violations of the United States antitrust
laws: (1) a violation of Section 1 of the Sherman Act through an alleged
practice of tying ACNielsenCo services in different countries or of ACNielsenCo
and IMS services; (2) a violation of Section 1 of the Sherman Act through
alleged unreasonable restraints of trade consisting of the contracts described
above and through alleged long-term agreements with multi-national customers;
(3) a violation of Section 2 of the Sherman Act for monopolization and attempted
monopolization of export markets through alleged exclusive data acquisition
agreements with retailers in foreign countries, the contracts with customers
described above, and other means; (4) a violation of Section 2 of the Sherman
Act for attempted monopolization of the United States market through the alleged
exclusive data agreements described above, predatory pricing, and other means;
and (5) a violation of Section 2 of the Sherman Act for an alleged use of market
power in export markets to gain an unfair competitive advantage in the United
States.
The complaint also alleges two claims of tortious interference with
contract and tortious interference with a prospective business relationship.
These claims relate to the acquisition by defendants of Survey Research Group
Limited ("SRG"). IRI alleges that SRG violated an alleged agreement with IRI
when it agreed to be acquired by defendants and that defendants induced SRG to
breach that agreement.
IRI's complaint alleges damages in excess of $350 million, which
amount IRI has asked to be trebled under the antitrust laws. IRI also seeks
punitive damages in an unspecified amount.
By notice of motion dated October 15, 1996, defendants moved for an
order dismissing all claims in the complaint. On May 6, 1997 the United States
District Court for the Southern District of New York issued a decision on the
motion to dismiss. The Court dismissed IRI's claim of attempted monopolization
in the United States with leave to replead within sixty days. The Court denied
defendants' motion with respect to the remaining claims in the complaint. On
June 3, 1997, defendants filed an answer and counterclaims. Defendants denied
all material allegations of the complaint. In addition, ACNielsenCo asserted
counterclaims against IRI alleging that IRI has made false and misleading
statements about ACNielsenCo's services and commercial activities and that such
conduct constitutes a violation of Section 43(a) of the Lanham Act and unfair
competition. ACNielsenCo seeks injunctive relief and damages.
8
On July 7, 1997, IRI filed an amended complaint seeking to replead the
claim of attempted monopolization in the United States, which had been dismissed
by the Court in its May 6, 1997 decision. By notice of motion dated August 18,
1997, defendants moved for an order dismissing the amended claim. On December 1,
1997, the Court denied defendants' motion.
In connection with such action, D&B, Cognizant (the parent company of
IMS) and the Company have entered into the Indemnity and Joint Defense Agreement
described in "Item 1, Indemnity and Joint Defense Agreement".
The Indemnity and Joint Defense Agreement also imposes certain
restrictions on the payment of cash dividends and the ability of the Company to
purchase its stock.
Management of ACNielsen is unable to predict at this time the final
outcome of the IRI Action or whether its resolution could materially affect the
Company's results of operations, cash flows or financial position.
The Company and its subsidiaries are also involved in other legal
proceedings and litigation arising in the ordinary course of business. In the
opinion of management, the outcome of such current legal proceedings, claims and
litigation, if decided adversely, could have a material effect on quarterly or
annual operating results or cash flows when resolved in a future period.
However, in the opinion of management, these matters will not materially affect
the Company's consolidated financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT
Executive officers are elected by the Board of Directors to hold office
at the pleasure of the Board of Directors.
Listed below are the executive officers of the registrant at March 1,
1998 and brief summaries of their business experience during the past five
years.
Name Title Age
Nicholas L. Trivisonno Chairman and Chief Executive Officer* 50
Robert J Lievense President and Chief Operating Officer* 52
Michael P. Connors Vice Chairman* 42
Earl H. Doppelt Executive Vice President and General Counsel 44
Robert J. Chrenc Executive Vice President and Chief Financial Officer 53
*Member of the Board of Directors.
Mr. Trivisonno was elected Chairman and Chief Executive Officer of
ACNielsen, effective May 1996; he served as Executive Vice President-Finance and
Chief Financial Officer of D&B (business information), effective September 1995
through November 1, 1996. Prior thereto, he had served with GTE Corporation
(telecommunications) as Executive Vice President-Strategic Planning and Group
President, effective October 1993 through July 1995, and as Senior Vice
President-Finance, effective January 1989. He also served as a director of GTE
Corporation from April 1995 through July 1995.
Mr. Lievense was elected President and Chief Operating Officer of
ACNielsen, effective May 1996; he served as Executive Vice President of D&B
(business information), effective February 1995 through November 1, 1996. He had
been elected Senior Vice President of D&B, effective July 1993. Previously he
had served as Chairman of Dataquest Incorporated (technology information),
effective September 1991 through July 1993 and as President of NCH Promotional
Services, Inc. (coupon processing), effective August 1990 through July 1993.
9
Mr. Connors was elected Vice Chairman of ACNielsen, effective May 1996;
he served as Senior Vice President of D&B (business information), effective
April 1995 through November 1, 1996. Prior thereto, he had served as Senior Vice
President of American Express Travel Related Services (travel and financial
services), effective September 1989 through March 1995.
Mr. Doppelt was elected Executive Vice President and General Counsel of
ACNielsen, effective May 1996; he had served as Senior Vice President and
General Counsel of D&B, effective May 1994 through November 1, 1996. Prior
thereto, he had served with Viacom Inc. (global entertainment) as Senior Vice
President and Deputy General Counsel, effective March 1994, and with Paramount
Communications Inc. (global entertainment), as Senior Vice President and Deputy
General Counsel, effective September 1992.
Mr. Chrenc was elected Executive Vice President and Chief Financial
Officer of ACNielsen, effective June 1996. Prior thereto he was a Partner of
Arthur Andersen LLP (accounting), effective September 1979 through May 1996.
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 "Management's Discussion and Analysis of Financial
Condition and Results of Operations" on Page 37 of the 1997 Annual Report, which
information is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data required by this Item are incorporated herein
by reference to the information relating to the years 1993 through 1997 set
forth in "Summary Financial Data" on Page 56 of the 1997 Annual Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Information in response to this Item is set forth in "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
Pages 33 to 37 of the 1997 Annual Report, which information is incorporated
herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Index to Financial Statements and Schedule under Item 14 on
Page 13.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information in response to this Item is incorporated herein by
reference to the sections entitled "Election of Directors" and "Section 16(a)
Beneficial Ownership Reporting Compliance" in the Company's proxy statement
dated March 13, 1998 filed with the Securities and Exchange Commission, except
that "Executive Officers of the Registrant" on Page 9 of this report responds to
Item 401(b) and (e) of Regulation S-K with respect to the Company's executive
officers.
10
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 dated March 13, 1998 filed 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 dated March 13, 1998 filed with the Securities
and Exchange Commission.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
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 13.
(2) Financial Statement Schedule.
See Index to Financial Statements and Schedule on
Page 13.
(3) Other Financial Information.
Summary Financial Data. See Index to Financial
Statements and Schedule on Page 13.
(4) Exhibits.
See Index to Exhibits on Pages 18 to 20, which
indicates which Exhibits are management contracts or
compensatory plans required to be filed as Exhibits.
Only responsive information appearing on Pages 33 to
56 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.
None.
11
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.
ACNIELSEN CORPORATION
(Registrant)
By: /s/ ROBERT J. CHRENC
--------------------------------------
Robert J. Chrenc
(Executive Vice President and Chief
Financial Officer)
Date: March 26, 1998
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.
/s/ NICHOLAS L. TRIVISONNO KAREN L. HENDRICKS*
- - ----------------------------------------- -------------------------------------
Nicholas L. Trivisonno (Karen L. Hendricks, Director)
(Chairman, Chief Executive Officer
and Director)
(Principal Executive Officer)
/s/ ROBERT J. CHRENC ROBERT M. HENDRICKSON*
- - ----------------------------------------- -------------------------------------
Robert J. Chrenc (Robert M. Hendrickson, Director
(Executive Vice President and Chief
Financial Officer)
(Principal Financial and Accounting Officer)
/s/ MICHAEL S. GELTZEILER ROBERT HOLLAND, JR.*
- - ----------------------------------------- -------------------------------------
Michael S. Geltzeiler (Robert Holland, Jr., Director)
(Senior Vice President and Controller)
ROBERT H. BEEBY* ROBERT J LIEVENSE*
- - ----------------------------------------- -------------------------------------
(Robert H. Beeby, Director) (Robert J Lievense, Director)
MICHAEL P. CONNORS* JOHN R. MEYER*
- - ----------------------------------------- -------------------------------------
(Michael P. Connors, Director) (John R. Meyer, Director)
DONALD W. GRIFFIN* BRIAN B. PEMBERTON*
- - ----------------------------------------- -------------------------------------
(Donald W. Griffin, Director) (Brian B. Pemberton, Director)
THOMAS C. HAYS* ROBERT N. THURSTON*
- - ----------------------------------------- -------------------------------------
(Thomas C. Hays, Director) (Robert N. Thurston, Director)
*By: /s/ Ellenore O'Hanrahan
-----------------------------------------
(Ellenore O'Hanrahan, attorney-in-fact)
Date: March 26, 1998
12
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
FINANCIAL STATEMENTS:
The Company's consolidated financial statements, the notes thereto and
the related report thereon of Arthur Andersen LLP, independent public
accountants, for the year ended December 31, 1997 appearing on Pages 38 to 56 of
the 1997 Annual Report, 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 1997 Annual
Report
------------ ------------
Report of Independent Public Accountants............. F-6 38
Statement of Management Responsibility
for Financial Statements........................... F-6 38
As of December 31, 1997 and 1996:
Consolidated Balance Sheets........................ F-8 40
For the years ended December 31, 1997, 1996 and 1995:
Consolidated Statements of Operations.............. F-7 39
Consolidated Statements of Cash Flows.............. F-9 41
Consolidated Statements of Shareholders'Equity..... F-10 42
Notes to Consolidated Financial Statements......... F-11 43
Quarterly Financial Data (Unaudited) for the years ended
December 31, 1997 and 1996......................... F-23 55
Management's Discussion and Analysis of Financial
Condition and Results of Operations................ F-1 33
Other financial information:
Five-year selected financial data.................. F-24 56
SCHEDULE:
Reports of Independent Public Accountants.......... 14-16
ACNielsen Corporation and Subsidiaries:
II-Valuation and Qualifying Accounts for the years ended
December 31, 1997, 1996 and 1995................. 17
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.
13
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE
To the Shareholders and Board of Directors of ACNielsen Corporation:
We have audited in accordance with generally accepted auditing
standards, the 1997 and 1996 consolidated financial statements included
in ACNielsen Corporation's 1997 Annual Report incorporated by reference in
this Form 10-K, and have issued our report thereon dated February 18, 1998. Our
audit was made for the purpose of forming an opinion on those statements
taken as a whole. The 1997 and 1996 schedule listed in the accompanying
index is the responsibility of the Company's management and is presented
for purposes of complying with the Securities and Exchange Commission's rules
and is not part of the basic financial statements. This schedule has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, fairly states in all material
respects the financial data required to be set forth therein in relation to the
basic financial statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
Stamford, Connecticut
February 18, 1998
14
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Board of Directors of ACNielsen Corporation:
We have audited the combined statements of operations, cash flows and
shareholders' equity of ACNielsen Corporation, as defined in the notes to the
financial statements, for the year ended December 31, 1995, as listed in the
Index to Financial Statements on page 13 of this Form 10-K. These combined
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement . An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and the significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above
present fairly, in all material respects, the results of operations and cash
flows of ACNielsen Corporation for the year ended December 31, 1995 in
conformity with generally accepted accounting principles.
As discussed in the notes to the financial statements, in 1995 the
Company changed its method of accounting for the impairment of long-lived
assets.
/s/ COOPERS & LYBRAND L.L.P.
Stamford, Connecticut
September 16, 1996
15
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Board of Directors of ACNielsen Corporation:
Our report on the combined statements of operations, cash flows and
shareholders' equity of ACNielsen Corporation, as defined in the notes to the
financial statements, for the year ended December 31, 1995, is included on page
15 of this Form 10-K. In connection with our audit of such financial statements,
we have also audited the related financial statement schedule for the year ended
December 31, 1995, set forth on page 18 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
September 16, 1996
16
SCHEDULE II
ACNIELSEN CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS for the years
ended December 31, 1997, 1996, 1995
(In thousands)
- - ---------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- - ---------------------------------------------------------------------------------------------------------------------
Balance Additions Balance
Beginning Charged to at End
Description of Period Operations(a) Deductions(b) of Period
----------- --------- ------------- ------------- ---------
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
For the Year Ended December 31, 1997 $10,847 $ 2,330 $ 1,063 $12,114
======= ======= ======== =======
For the Year Ended December 31, 1996 $ 17,289 $ 3,853 $10,295 $10,847
======== ======= ======== =======
For the Year Ended December 31, 1995 $ 8,077 $10,523 $ 1,311 $17,289
======== ======= ======== =======
<FN>
NOTE:
(a) The increase in additions in 1995 is substantially attributable to bad debts in Europe.
(b) Represents primarily the charge-off of uncollectible accounts for which a reserve was provided.
</FN>
17
INDEX TO EXHIBITS
Exhibit Number
Regulation S-K Description
Articles of Incorporation and By-laws.
3
(a) Restated Certificate of Incorporation of *
the Company dated October 7, 1996
(incorporated herein by reference to
Exhibit 3.1 to the Company's Registration
Statement on Form 10, Commission File No.
001-12277 (the "Form 10")).
(b) Amended and Restated By-laws of the Company *
(incorporated herein by reference to
Exhibit 3.2 to the Form 10).
4 Instruments Defining the Rights of Security Holders,
Including Indentures.
(a) Rights Agreement dated as of October 17, *
1996 between ACNielsen Corporation and
First Chicago Trust Company of New York
(incorporated herein by reference to Exhibit 1 to
the Company's Form 8-A filed on October 18,
1996, Commission File No. 001-12277).
(b) ACNielsen Corporation $125,000,000 Credit *
Agreement dated as of December 19, 1996
(incorporated herein by reference to
Exhibit 4 to the Company's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1996, Commission File No.
001-12277, (the "1996 Form 10-K")).
(c) First Amendment dated as of July 1, 1997 to *
the ACNielsen Corporation $125,000,000
Credit Agreement dated as of December 19,
1996 (incorporated herein by reference to
Exhibit 4 to the Company's Quarterly Report
on Form 10-Q for the quarterly period ended
September 30, 1997, Commission File No.
001-12277).
10 Material Contracts. (All of the following documents,
except for items (a) through (f), are management
contracts or compensatory plans or arrangements
required to be filed pursuant to Item 14(c).)
(a) Distribution Agreement dated as of October 28, *
1996 among The Dun & Bradstreet Corporation,
Cognizant Corporation and ACNielsen Corporation
(incorporated herein by reference to
Exhibit 10(a) to the 1996 Form 10-K).
(b) Tax Allocation Agreement dated as of October 28,*
1996 among The Dun & Bradstreet Corporation,
Cognizant Corporation and ACNielsen Corporation
(incorporated herein by reference to
Exhibit 10(b) to the 1996 Form 10-K).
(c) Employee Benefits Agreement dated as of *
October 28, 1996 among The Dun & Bradstreet
Corporation, Cognizant Corporation and ACNielsen
Corporation (incorporated herein by reference to
Exhibit 10(c) to the 1996 Form 10-K).
(d) Intellectual Property Agreement dated as of *
October 28, 1996 among The Dun & Bradstreet
Corporation, Cognizant Corporation and ACNielsen
Corporation (incorporated herein by reference to
Exhibit 10(d) to the 1996 Form 10-K).
+This exhibit constitutes a management contract, compensatory plan, or
arrangement.
*Incorporated herein by reference to a previously filed document.
18
Exhibit Number
Regulation S-K Description
(e) TAM Master Agreement dated as of October 28, *
1996 between Cognizant Corporation and ACNielsen
Corporation (incorporated herein by reference
to Exhibit 10(e) to the 1996 Form 10-K).
(f) Indemnity and Joint Defense Agreement dated *
as of October 28,1996 among The Dun & Bradstreet
Corporation, Cognizant Corporation and ACNielsen
Corporation (incorporated herein by reference
to Exhibit 10(f) to the 1996 Form 10-K).
(g) 1996 ACNielsen Corporation Non-Employee +*
Directors' Stock Incentive Plan (incorporated
herein by reference to Exhibit 10(g) to the 1996
Form 10-K).
(h) 1996 ACNielsen Corporation Non-Employee +*
Directors' Deferred Compensation Plan
(incorporated herein by reference to
Exhibit 10(h) to the 1996 Form 10-K).
(i) 1996 ACNielsen Corporation Key Employees' +*
Stock Incentive Plan (incorporated herein by
reference to Exhibit 10(i) to the Company's
Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1997, Commission File
No. 001-12277).
(j) 1996 ACNielsen Corporation Replacement Plan +*
for Certain Employees Holding The Dun &
Bradstreet Corporation Equity-Based Awards
(incorporated herein by reference to
Exhibit 10(j) to the 1996 Form 10-K).
(k) 1996 ACNielsen Corporation Senior Executive +*
Incentive Plan (incorporated herein by
reference to Exhibit 10(k) to the 1996 Form
10-K).
(l) 1996 ACNielsen Corporation Management +*
Incentive Bonus Plan (incorporated
herein by reference to Exhibit 10(l) to the
1996 Form 10-K).
(m) ACNielsen Corporation Supplemental Executive +*
Retirement Plan (incorporated herein by
reference to Exhibit 10(m) to the 1996 Form 10-K).
(n) ACNielsen Corporation Retirement Benefit +*
Excess Plan (incorporated herein by
reference to Exhibit 10(n) to the 1996 Form 10-K).
(o) ACNielsen Corporation Executive Transition +*
Plan (incorporated herein by reference
to Exhibit 10(o) to the 1996 Form 10-K).
(p) Form of Change-in-Control Agreements +*
(incorporated herein by reference to Exhibit
10(p) to the 1996 Form 10-K).
(q) Form of Option Agreement (incorporated herein +*
by reference to Exhibit 10(q) to the 1996
Form 10-K).
(r) Form of LSAR Agreement (incorporated herein +*
by reference to Exhibit 10(r) to the
1996 Form 10-K).
(s) Form of Directors' Restricted Stock +*
Agreement (incorporated herein by reference to
Exhibit 10(s) to the 1996 Form 10-K).
+This exhibit constitutes a management contract, compensatory plan, or
arrangement.
*Incorporated herein by reference to a previously filed document.
19
Exhibit Number
Regulation S-K Description
11 Statement Re Computation of Per Share Earnings (filed
herewith).
Computation of Earnings Per Share of Common Stock
on a Diluted Basis
13 Annual Report to Security Holders (filed herewith).
1997 Annual Report
Only responsive information appearing on pages 33 to 56 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.
21 Subsidiaries of the Registrant (filed herewith).
List of Active Subsidiaries as of January 31, 1998
23 Consents of Experts and Counsel (filed herewith).
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (filed herewith).
Powers of Attorney dated February 19, 1998
27 Financial Data Schedule (filed herewith).
+This exhibit constitutes a management contract, compensatory plan, or
arrangement.
*Incorporated herein by reference to a previously filed document.
20