EXHIBIT 13
ACNIELSEN CORPORATION
Management's Discussion and Analysis of Financial Condition and Results of
Operations
(Dollar amounts in thousands)
Year-ended December 31, 1997 Compared with Year-ended December 31, 1996
ACNielsen Corporation (ACNielsen or the Company) reported net income of $35,897
in 1997, more than double net income of $15,844 reported in 1996. Diluted
earnings per share in 1997 was $.62, up 121% from $.28 in 1996.
Revenue increased 2.4% in 1997 to $1,391,587 from $1,358,644 in 1996, reflecting
the negative impact of a strong U.S. dollar. Driven by growth in all regions,
revenue advanced 8.5% in local currency. Total Americas revenue increased 8.9%
to $514,015 from $472,038. Excluding the impact of currency translation, revenue
in the region grew 10.5%. In the United States, revenue grew 8.2% to $310,037,
on strong results in retail measurement services and consumer panel services.
Revenue for the Europe, Middle East & Africa ("EMEA") region was down slightly
to $579,050 as a result of the strong U.S. dollar. In local currency, the region
achieved a 6.6% gain in revenue reflecting growth in substantially all countries
in the region. Asia Pacific's revenue increased 4.2%, despite the devaluation of
several Southeast Asia currencies against the U.S. dollar, and grew 9.4% in
local currency.
Results for 1997 included a special pre-tax charge of $36,000 ($28,200
after-tax) and a pre-tax gain on sale of investments of $39,039 ($28,200
after-tax). The charge primarily reflected the costs to reduce workforce levels,
primarily in Japan, as well as consolidate facilities and rationalize certain
product lines in Japan and other Asia Pacific markets. It also included costs to
revalue certain assets in EMEA, Latin America and Asia Pacific. The plans were
designed to achieve long-term productivity improvements, rationalize the
Company's product lines and reduce costs in these regions. (See Notes 3 and 4 to
the Consolidated Financial Statements.)
ACNielsen reported operating income in 1997 of $24,756 compared with operating
income of $28,155 in 1996. Excluding the special charge, operating income
increased 115.8% to $60,756 from $28,155, reflecting the substantial increase in
U.S. operating income and improved results in Japan.
The Company reported operating costs of $749,385 in 1997, a slight increase from
$746,657 in 1996. Expense growth was held down by productivity improvements and
the impact of the strong U.S. dollar, offset by the inclusion in 1997 of
expenses of acquired companies.
Selling and administrative expenses of $488,588 were essentially flat, with
$490,658 reported in 1996, reflecting the favorable impact of currency
translation. Excluding the impact of foreign currency translation, selling and
administrative expenses increased about 6%.
ACNielsen reported other income--net of $43,788 compared with other income--net
of $2,339 in 1996. Other income--net included a $39,039 pre-tax gain from the
sale of investments. (See Note 4 to the Consolidated Financial Statements.)
Excluding this gain, other income--net increased $2,410, reflecting lower
interest rates on a lower level of borrowings.
The following discusses results on a geographic basis and excludes the 1997
special charge, as follows: $2,200 in Canada/Latin America, $4,000 in EMEA,
$7,500 in Asia Pacific, and $22,300 in ACNielsen Japan.
Total Americas revenue increased 8.9% in 1997 to $514,015 from $472,038 in 1996
and operating income increased 149.9% to $43,233 from $17,298. In the U.S.,
increased sales of account-level information and consumer panel services drove
an 8.2% increase in revenue. The higher revenue, coupled with improved operating
efficiency, produced $19,510 of operating income, compared with an operating
loss of $4,912 in 1996. In Canada/Latin America, revenue increased 10.0% to
$203,978 from $185,516, reflecting increased sales of retail measurement and
consumer panel services in Canada and strong retail measurement growth in
Brazil, Mexico and Colombia. Operating income increased 6.8% to $23,723 from
$22,210, despite a negative $1,735 impact from foreign currency translation.
[F-1]
EMEA's revenue was down slightly to $579,050 in 1997 from $597,669 in 1996,
after absorbing a negative $58,124 currency translation impact. Excluding the
impact of the strong U.S. dollar, EMEA revenue increased 6.6%, reflecting nearly
40% growth in Eastern Europe and the addition of new revenue from Turkey, Israel
and South Africa. Operating income was $21,192 in 1997 compared with $21,828 in
1996, reflecting the adverse impact of foreign currency translation. Excluding
the impact of currency translation, operating income in the region grew 33.9%,
driven by strong income growth in Eastern Europe and improved results in the
United Kingdom and France.
Asia Pacific's revenue increased 4.2% to $264,652 in 1997, from $254,082 in
1996, but grew 9.4% in local currency, reflecting continued strong demand for
ACNielsen's market research services, particularly in Taiwan and Korea, and from
growth in the region's multi-country business. Operating income improved 45.5%
to $6,929 in 1997 from $4,762 in 1996, reflecting the region's continued focus
on client service, operating efficiency and profitability.
ACNielsen Japan's operating revenue decreased 2.8% to $33,870 in 1997 from
$34,855 in 1996, but increased 7.6%, excluding the effect of currency
translation. ACNielsen Japan's operating loss was reduced 32.6% to $10,598 in
1997 from a loss of $15,733 in 1996, due to higher volume, improved operating
efficiency and the favorable impact of currency translation on costs.
Year-ended December 31, 1996 Compared with Year-ended December 31, 1995
ACNielsen reported net income of $15,844 in 1996, compared with a net loss of
$230,884 in 1995. The loss in 1995 included a special pre-tax charge of $152,170
($141,260 after-tax) in the fourth quarter of 1995 for costs principally
associated with asset impairments, software write-offs and contractual
obligations that have no future economic benefit. (See Note 3 to the
Consolidated Financial Statements.) Results for 1995 also included a pre-tax
charge in the third quarter of $31,900 ($24,200 after-tax) for postemployment
benefits. Excluding the special charge and incremental provision for
postemployment benefits, ACNielsen's net income increased to $15,844 from a net
loss of $65,424 in 1995, reflecting solid improvement in the U.S. business as a
result of revenue growth, productivity improvements and other business
reengineering activities initiated in 1995.
Revenue increased 6.0% in 1996 to $1,358,644 from $1,281,345 in 1995, reflecting
continued strong revenue growth in the Asia Pacific and Canada/Latin America
regions. Growth in the U.S. of 4.4% was driven by new products and new
customers, primarily in retail measurement and consumer panel services. EMEA
reported modest revenue growth reflecting the impact of the stronger dollar.
Excluding the unfavorable impact of foreign currency translation, EMEA's revenue
increased 4.1%, as increased scanning capabilities drove favorable results in
modeling and analytical services and causal tracking services. Excluding the
effects of foreign currency translation, the Company's 1996 consolidated revenue
increased 7.7%.
ACNielsen reported operating income in 1996 of $28,155 compared with an
operating loss of $184,008 in 1995. The operating loss in 1995 reflected the
impact of the special charge and postemployment benefit provision. Excluding
these items in 1995, operating income increased $28,093 primarily reflecting
lower costs and higher revenue in the U.S. In EMEA, however, higher production
and other costs related to scanning transition issues resulted in a $14,373
decline in operating income in 1996 versus 1995, excluding the charges described
above. Operating income in Asia Pacific declined as well, excluding the special
items, reflecting costs associated with the expansion of the Company's business
infrastructure in China and other emerging markets.
Operating costs, excluding the special items described above, increased to
$746,657 in 1996 from $675,062 in 1995, reflecting higher costs associated with
geographic expansion in Asia Pacific and higher production and other costs
related to the scanning transition in EMEA, partially offset by lower expenses
in the U.S.
Selling and administrative expenses increased 0.7% to $490,658 in 1996 from
$486,992 in 1995. This increase resulted from higher expenses in Asia Pacific to
support expansion, offset in part by expense reductions in the U.S.
[F-2]
ACNielsen reported other income--net of $2,339 in 1996 compared with other
expense--net of $7,040 in 1995, primarily reflecting reduced interest expense,
as a result of a lower level of short-term borrowings in Latin America and lower
foreign currency translation losses in highly inflationary countries.
The following discusses results on a geographic basis and excludes the following
1995 special charges: $107,000 in the U.S., $1,870 in Canada/Latin America,
$28,400 in EMEA, $900 in Asia Pacific and $14,000 in ACNielsen Japan; and
incremental provision for postemployment benefits: $16,500 in the U.S., $2,000
in Canada/Latin America, and $13,400 in EMEA.
Total Americas revenue increased 6.4% in 1996 to $472,038 from $443,561 in 1995,
and its operating income increased to $17,298 from an operating loss of $26,634,
almost entirely as a result of improvements in the U.S. business, including
substantial cost reductions. Revenue in the U.S. increased 4.4% to $286,522 in
1996 from $274,552 in 1995, reflecting increases in retail measurement and
consumer panel services, partially offset by lower sales in merchandising
services (services to retailers) as a result of increased competitive pressures.
The operating loss for the U.S. decreased to $4,912 in 1996 from an operating
loss of $49,471 in 1995, reflecting substantial productivity improvements from
workforce reductions and other reengineering actions, and lower depreciation and
amortization expense. In Canada/Latin America, revenue increased 9.8% to
$185,516 from $169,009; however, operating income of $22,210 in 1996 was
essentially flat compared with $22,837 in 1995, reflecting costs to install
television audience measurement services in Latin America.
EMEA's revenue increased 2.5% to $597,669 in 1996 from $583,269 in 1995. The
revenue increase reflected expanded sales of modeling and analytical services,
consumer panel services and causal information in the retail tracking business,
partially offset by the unfavorable effect of currency translation. Excluding
the effect of the stronger dollar, revenue growth for the region was 4.1%.
Operating income declined to $21,828 from $36,201 in 1995, reflecting expenses
incurred to improve customer service, data quality and delivery.
Asia Pacific's revenue increased 17.2% to $254,082 in 1996, from $216,875 in
1995, reflecting broad-based revenue gains in customized research, media
measurement and retail measurement services. Operating income, however, declined
to $4,762 from $12,595 in 1995, primarily due to higher costs associated with
geographic expansion in China and other new markets, integration costs
associated with acquisitions, particularly in Australia, and significant
competitive pressures and reduced margins in customized research in both
Australia and North Asia.
ACNielsen Japan's operating revenue decreased 7.4% to $34,855 in 1996 from
$37,640 in 1995, reflecting the unfavorable effect of currency translation.
Excluding the effect of currency translation, revenue increased 7.4% as new
revenue was added from retail scanning and beverage services. ACNielsen Japan
reported a lower operating loss of $15,733 in 1996, compared with a loss of
$22,100 in 1995, reflecting improved revenue, lower employee-related costs and
the impact of currency translation.
Income Taxes--The Company's income tax provision increased to $32,647 in 1997
from $14,650 in 1996. Excluding the impact on the tax provision of the special
charge and gains on sales of investments, the effective tax rate for 1997 was
45.2%, compared with 48.0% in 1996. The decrease in the effective tax rate
reflected the impact of tax planning strategies. In 1995, the Company did not
recognize benefits on U.S. losses since the Company did not believe it was more
likely than not that such benefits could be recognized on a separate-company
basis. In 1996, U.S. losses through the Distribution Date were realized by D&B,
and accordingly, the related tax benefit was reflected by the Company through
divisional equity. (See Note 9 to the Consolidated Financial Statements.)
[F-3]
Non-U.S. Operating and Monetary Assets--ACNielsen operates globally. Nearly 80%
of ACNielsen's revenue was generated from non-U.S. operations during 1997 and
1996. During 1997, EMEA and Asia Pacific operations (including Japan)
contributed 42% and 21% of reported Company revenue, respectively. Primarily as
a result of these non-U.S. operations, changes in the value of local currencies
relative to the U.S. dollar may increase the volatility of the U.S. dollar
operating results. In addition, while the volatility in foreign currency markets
and interest rates in Southeast Asia has not significantly impacted the
Company's results during 1997, the difficult economic environment being
experienced by certain countries in that region could adversely affect the
Company's revenue in certain countries in the Asia Pacific region in the future.
In 1997, revenue generated in Southeast Asia accounted for approximately 6% of
the Company's consolidated revenue. In 1997 and 1996, foreign currency
translation decreased consolidated U.S. dollar revenue growth by approximately
6.1% and 1.7%, respectively. Operating income growth in 1997 was reduced by
approximately $11 million. The effect of such foreign currency fluctuations on
1996 operating income was not significant.
ACNielsen has entered into foreign exchange forward contracts to hedge against
significant known transactional exposures. (See Note 11 to the Consolidated
Financial Statements.)
Non-U.S. monetary assets are maintained in currencies other than the U.S.
dollar, principally in Canada, France, Spain, Australia and the United Kingdom.
Changes in the value of these currencies relative to the U.S. dollar are charged
or credited to shareholders' equity. In 1997, the economies of Brazil and
certain Eastern European countries were considered highly inflationary, and the
U.S. dollar was designated as the functional currency; therefore, translation
and transaction adjustments related to these countries were charged or credited
to other income (expense)--net. (See Note 2 to the Consolidated Financial
Statements.) In the first quarter of 1998, Brazil's operations will no longer be
considered highly inflationary. At December 31, 1997, monetary assets maintained
in countries in Southeast Asia were insignificant. The effect of exchange rate
changes decreased the U.S. dollar amount of cash and cash equivalents by $13,186
in 1997 and $6,387 in 1996.
Liquidity and Capital Resources--At December 31, 1997, cash and cash equivalents
totaled $205,726, an increase of $20,721 from December 31, 1996, and short-term
debt totaled $25,957, a decrease of $10,804 from December 31, 1996. The increase
in cash at December 31, 1997 reflected the receipt of $45,899 from the sale of
investments, offset by $30,184 paid for acquisition of businesses and $15,900
paid to settle certain pre-Distribution obligations, including non-U.S. income
and withholding taxes. In addition, cash payments in 1997 related to
postemployment benefit payments and other actions implemented in connection with
the 1995 special charge totaled $33,400. In 1998, the Company expects cash
outlays related to the 1997 special charge of $28,200. In addition, in December
1997, the Board of Directors authorized the Company to repurchase up to one
million shares of Company common stock from time to time on the open market.
Net cash provided by operating activities aggregated $93,870, $119,220 and
$21,465 in 1997, 1996 and 1995, respectively. The decrease in cash provided by
operating activities in 1997 reflected increased accounts receivable resulting
from increased local currency revenue and the payment of certain
pre-Distribution obligations for taxes and other items related to the
reorganization of D&B. The increase of $97,755 in net cash provided by operating
activities in 1996, compared with 1995, reflected improved collections of
accounts receivable, partially offset by higher non-U.S. taxes paid--net of
refunds ($34,242) and the payments related to the 1995 special charge ($30,711).
The increase in non-U.S. tax payments in 1996 is attributed to ACNielsen paying
certain non-U.S. taxes on behalf of D&B prior to the Distribution. Additionally,
cash provided by other working capital items in 1996 included the transfer from
D&B of pre-Distribution accruals for taxes and other items related to the
reorganization of D&B.
Net cash used in investing activities totaled $56,071 for 1997 compared with
$69,145 and $108,359 in 1996 and 1995, respectively. The decrease in cash usage
in 1997 of $13,074 reflected proceeds from sale of investments in excess of
amounts paid for business acquisitions of $15,715, and lower capital
expenditures and computer software expenditures. The decrease in cash usage in
1996 of $39,214 reflected lower capital expenditures, lower deferrals of project
costs (included in other investing) and lower payments for acquisition of
businesses, offset in part by an increase in purchased computer software.
[F-4]
Capital expenditures totaled $48,427, $65,503 and $86,862 in 1997, 1996 and
1995, respectively. The lower level of capital expenditures in 1997 reflected
the Company's active asset management program. The high level of capital
expenditures during 1995 was attributable primarily to higher expenditures in
Asia related to SRG's operations (acquired during 1994) and the acquisition of a
building in Brazil.
Net cash (used in) provided by financing activities totaled ($3,892), $51,749
and $87,777 in 1997, 1996 and 1995, respectively. The transfers from D&B in 1996
included cash received in connection with the Distribution. A high level of
funding from D&B was required in 1995 to fund capital spending.
As a subsidiary of D&B, funding for ACNielsen's U.S. and most non-U.S.
operations was provided by internally generated funds and financing obtained
through D&B. ACNielsen now provides for its normal capital and operating
expenditure needs through internally generated funds and existing cash reserves.
In addition, the Company maintains relationships with a worldwide network of
banks and has secured a line of credit sufficient to meet ACNielsen's short-term
cash requirements. (See Note 10 to the Consolidated Financial Statements.)
Management believes that the combination of cash flows from operations and bank
credit lines, as well as existing cash and cash equivalents, are sufficient to
support the Company's long-term cash requirements.
Year 2000
The Company relies on software and related technologies in the operation of its
business. Based on a comprehensive assessment, the Company determined that it
will be required to modify or replace significant portions of its software so
that its computer systems will be Year 2000 compliant. The Company is utilizing
internal and external resources to execute its Year 2000 compliance program.
Third-party contract programmers have been retained, and are presently
renovating and testing software. Renovation of code is scheduled to be
substantially complete by year end 1998, with testing and implementation of new
programs to be completed by mid-1999. The Company currently believes that it
will be able to modify or replace its affected systems in a timely manner and
with no significant disruptions to its operations.
Preliminary estimates of the total Year 2000 compliance costs to be incurred
with respect to the affected systems approximate $15,000 to $20,000 over the
costs of normal software upgrades and replacements. Maintenance and modification
costs will be expensed as incurred, while the costs of new software will be
capitalized and amortized over the software's useful life. Such costs are
expected to be incurred primarily in 1998. The incremental costs incurred in
1997 related to Year 2000 were not significant.
The Company also is communicating with its data suppliers and customers
regarding the Year 2000 issue. Failure by data suppliers to successfully address
the issue could result in delays in data becoming available to the Company for
use in its products and services. Failure by customers could disrupt their
ability to maximize their use of such products and services. The Company is
currently unable to determine the effect, if any, that such failures might have
on the Company's operations or future business results.
Dividends--The payment and level of cash dividends by ACNielsen is subject to
the discretion of the Board of Directors of ACNielsen and to the restrictions
imposed by the Indemnity and Joint Defense Agreement. (See Note 15 to the
Consolidated Financial Statements.) In addition, the bank credit agreement
prohibits the Company from paying cash dividends. ACNielsen has not paid cash
dividends since the Distribution and currently does not anticipate paying cash
dividends in the near future. Future dividend decisions will be based on, and
affected by, a number of factors, including the operating results and financial
requirements of ACNielsen, as well as restrictions under agreements. There can
be no assurance that any dividends will be declared or paid.
Common Stock Information--The Company's common stock (symbol ART) is listed on
the New York Stock Exchange. During the year ended December 31, 1997, and the
two months ended December 31, 1996, 45,113,800 and 23,986,600 shares were
traded, respectively. The number of shareholders of record at January 31, 1998
and 1997 were 9,676 and 11,372, respectively. The high and low prices per share
during the period the Company's stock traded "regular way" during 1996 were
$185/8 and $141/2. The following summarizes the high and low prices per share as
reported in the periods shown:
-----------------------
High Low
================================================================================
First Quarter $17 1/8 $14 5/8
Second Quarter $19 5/8 $14 1/8
Third Quarter $24 3/16 $19
Fourth Quarter $24 5/8 $21 15/16
================================================================================
[F-5]
Report of Independent Public Accountants
To the Board of Directors and Shareholders of
ACNielsen Corporation:
We have audited the accompanying Consolidated Balance Sheets of ACNielsen
Corporation and its subsidiaries (a Delaware corporation) (the "Company") as of
December 31, 1997 and 1996, and the related Consolidated Statements of
Operations, Cash Flows and Shareholders' Equity for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. The financial statements of the Company for the year ended December
31, 1995, were audited by other auditors whose report dated September 16, 1996
expressed an unqualified opinion on those statements.
We conducted our audits 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 significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of
December 31, 1997 and 1996, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.
Arthur Andersen LLP
Stamford, Connecticut
February 18, 1998
Management's Responsibility for Financial Statements
Management is responsible for the preparation, integrity and objectivity of the
consolidated financial statements and other financial information presented in
this report. The accompanying consolidated financial statements were prepared in
accordance with generally accepted accounting principles, applying certain
estimates and judgments as required.
ACNielsen's internal controls are designed to provide reasonable assurance as to
the integrity and reliability of the financial statements and to adequately
safeguard, verify and maintain accountability of assets. Such controls are based
on established written policies and procedures, are implemented by trained,
skilled personnel with an appropriate segregation of duties and are monitored
through a comprehensive internal audit program. These policies and procedures
prescribe that the Company and all its employees are to maintain the highest
ethical standards and that its business practices throughout the world are to be
conducted in a manner which is above reproach.
Arthur Andersen LLP, independent auditors, are retained to audit ACNielsen's
financial statements. Their accompanying report is based on audits conducted in
accordance with generally accepted auditing standards, which include the
consideration of the Company's internal controls to establish a basis for
reliance thereon in determining the nature, timing and extent of audit tests to
be applied.
The Board of Directors exercises its responsibility for these financial
statements through its Audit and Finance Committee, which consists entirely of
independent non-management Board members. The Audit and Finance Committee meets
periodically with the independent auditors and the internal auditors, both
privately and with management present, to review accounting, auditing, internal
controls and financial reporting matters.
/s/ Nicholas L. Trivisonno
Nicholas L. Trivisonno
Chairman and Chief Executive Officer
/s/ Robert J. Chrenc
Robert J. Chrenc
Executive Vice President and Chief Financial Officer
[F-6]
ACNIELSEN CORPORATION
Consolidated Statements of Operations
Years Ended December 31,
-----------------------------------------
(Amounts in thousands, except per share data) 1997 1996 1995
============================================================================================
Operating Revenue $ 1,391,587 $ 1,358,644 $ 1,281,345
- - --------------------------------------------------------------------------------------------
Costs and Expenses:
Operating Costs 749,385 746,657 706,962
Selling and Administrative Expenses 488,588 490,658 486,992
Depreciation and Amortization 92,858 93,174 119,229
Special Charges 36,000 -- 152,170
- - --------------------------------------------------------------------------------------------
Total Costs and Expenses 1,366,831 1,330,489 1,465,353
- - --------------------------------------------------------------------------------------------
Operating Income (Loss) 24,756 28,155 (184,008)
- - --------------------------------------------------------------------------------------------
Interest Income 8,431 8,357 10,025
Interest Expense (3,180) (5,209) (14,735)
Gain on Sale of Investments 39,039 -- --
Other Expense--Net (502) (809) (2,330)
- - --------------------------------------------------------------------------------------------
Other Income (Expense)--Net 43,788 2,339 (7,040)
- - --------------------------------------------------------------------------------------------
Income (Loss) Before Provision for Income Taxes 68,544 30,494 (191,048)
Provision for Income Taxes 32,647 14,650 39,836
- - --------------------------------------------------------------------------------------------
Net Income (Loss) $ 35,897 $ 15,844 $ (230,884)
============================================================================================
Actual and Pro Forma Earnings (Loss)
Per Share of Common Stock:
Basic $ .63 $ .28 $ (4.09)
Diluted $ .62 $ .28 $ (4.09)
============================================================================================
Actual and Pro Forma
Weighted-Average Number of Shares Outstanding:
Basic 57,139 56,712 56,507
Diluted 58,369 56,982 56,507
============================================================================================
The accompanying notes are an integral part of the consolidated financial
statements.
[F-7]
ACNIELSEN CORPORATION
Consolidated Balance Sheets
December 31,
--------------------------
(Dollar amounts in thousands) 1997 1996
=======================================================================================================
Assets
Current Assets
Cash and Cash Equivalents $ 205,726 $ 185,005
Accounts Receivable--Net 260,821 270,603
Other Current Assets 38,423 30,822
- - -------------------------------------------------------------------------------------------------------
Total Current Assets 504,970 486,430
- - -------------------------------------------------------------------------------------------------------
Marketable Securities and Other Investments 10,281 26,352
- - -------------------------------------------------------------------------------------------------------
Property, Plant and Equipment--Net 165,660 186,053
- - -------------------------------------------------------------------------------------------------------
Other Assets--Net
Prepaid Pension 57,425 46,743
Computer Software 25,288 37,858
Intangibles and Other Assets 55,001 48,610
Goodwill 220,483 204,022
- - -------------------------------------------------------------------------------------------------------
Total Other Assets--Net 358,197 337,233
- - -------------------------------------------------------------------------------------------------------
Total Assets $ 1,039,108 $ 1,036,068
=======================================================================================================
Liabilities and Shareholders' Equity
Current Liabilities
Accounts Payable $ 86,908 $ 84,680
Short-Term Debt 25,957 36,761
Accrued and Other Current Liabilities 313,864 260,606
Accrued Income Taxes 42,385 64,268
- - -------------------------------------------------------------------------------------------------------
Total Current Liabilities 469,114 446,315
- - -------------------------------------------------------------------------------------------------------
Postretirement and Postemployment Benefits 49,400 78,924
Deferred Income Taxes 27,609 32,523
Other Liabilities 32,881 24,360
- - -------------------------------------------------------------------------------------------------------
Total Liabilities 579,004 582,122
- - -------------------------------------------------------------------------------------------------------
Commitments and Contingencies
- - -------------------------------------------------------------------------------------------------------
Shareholders' Equity
Preferred Stock--par value $.01 per share, authorized--5,000,000 shares;
outstanding--none -- --
Common Stock--par value $.01 per share, authorized--150,000,000 shares;
issued--57,730,273 and 57,124,419 shares for 1997 and 1996, respectively 577 571
Series Common Stock--par value $.01 per share, authorized--
5,000,000 shares; issued--none -- --
Additional Paid-in Capital 471,493 461,193
Retained Earnings 43,620 7,723
Treasury Stock, at cost, 266,666 shares in 1997 and 1996 (3,966) (3,966)
Cumulative Translation Adjustment (51,620) (17,658)
Unrealized Gains on Investments--Net -- 6,083
- - -------------------------------------------------------------------------------------------------------
Total Shareholders' Equity 460,104 453,946
- - -------------------------------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity $ 1,039,108 $ 1,036,068
=======================================================================================================
The accompanying notes are an integral part of the consolidated financial
statements.
[F-8]
ACNIELSEN CORPORATION
Consolidated Statements of Cash Flows
Years Ended December 31,
-----------------------------------
(Dollar amounts in thousands) 1997 1996 1995
=====================================================================================================
Cash Flows from Operating Activities:
Net Income (Loss) $ 35,897 $ 15,844 $(230,884)
Reconciliation of Net Income (Loss) to Net Cash
Provided by Operating Activities:
Depreciation and Amortization 92,858 93,174 119,229
Deferred Income Taxes 7,062 11,598 (15,603)
Restructuring Payments -- (45) (10,065)
Special Charges 36,000 -- 152,170
Payments Related to 1995 Special Charge (33,400) (30,711) --
Postemployment Benefit Expense 227 3,077 36,168
Postemployment Benefit Payments (15,495) (21,275) (50,290)
Net Increase in Accounts Receivable (10,609) (802) (32,461)
Gain on Sale of Investments (39,039) -- --
Net Decrease in Other Working Capital Items 28,249 58,682 54,489
Other (7,880) (10,322) (1,288)
- - -----------------------------------------------------------------------------------------------------
Net Cash Provided by Operating Activities 93,870 119,220 21,465
- - -----------------------------------------------------------------------------------------------------
Cash Flows from Investing Activities:
Proceeds from Sale of Investments 45,899 -- --
Payments for Acquisition of Businesses (excluding cash and cash
equivalents acquired of $2,270 in 1997) (30,184) (946) (11,466)
Capital Expenditures (48,427) (65,503) (86,862)
Additions to Computer Software (14,774) (24,450) (20,535)
Decrease in Other Investments 289 2,530 2,199
Other (8,874) 19,224 8,305
- - -----------------------------------------------------------------------------------------------------
Net Cash Used in Investing Activities (56,071) (69,145) (108,359)
- - -----------------------------------------------------------------------------------------------------
Cash Flows from Financing Activities:
Net Transfers from The Dun & Bradstreet Corporation -- 46,210 101,140
(Decrease) Increase in Short-Term Borrowings (9,718) 9,758 (11,731)
Treasury Stock Purchases -- (3,966) --
Proceeds from the Sale of Common Stock under Option Plans 5,700 1,335 --
Other 126 (1,588) (1,632)
- - -----------------------------------------------------------------------------------------------------
Net Cash (Used in) Provided by Financing Activities (3,892) 51,749 87,777
- - -----------------------------------------------------------------------------------------------------
Effect of Exchange Rate Changes on Cash and Cash Equivalents (13,186) (6,387) 3,649
- - -----------------------------------------------------------------------------------------------------
Increase in Cash and Cash Equivalents 20,721 95,437 4,532
Cash and Cash Equivalents, Beginning of Year 185,005 89,568 85,036
- - -----------------------------------------------------------------------------------------------------
Cash and Cash Equivalents, End of Year $ 205,726 $ 185,005 $ 89,568
=====================================================================================================
Supplemental Disclosure of Cash Flow Information:
Cash Paid During the Year for Interest $ 3,014 $ 5,272 $ 14,713
Cash Paid During the Year for Income Taxes $ 42,101 $ 57,736 $ 19,882
=====================================================================================================
The accompanying notes are an integral part of the consolidated financial
statements.
[F-9]
ACNIELSEN CORPORATION
Consolidated Statements of Shareholders' Equity
Treasury Stock,
Common Stock Additional at Cost Cumulative
(Dollar amounts in thousands) Divisional -------------------- Paid-in Retained ------------------- Translation
Three Years Ended December 31, 1997 Equity Shares Amount Capital Earnings Shares Amount Adjustment
====================================================================================================================================
Balance, January 1, 1995 $ 535,842 $(36,443)
Net Loss (230,884)
Unrealized Loss
Net Transfers from The Dun &
Bradstreet Corporation 101,140
Cumulative Translation
Adjustment 10,161
- - ------------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1995 406,098 (26,282)
Net Income for period ended
October 31, 1996 8,121
Unrealized Gain
Net Transfers from The Dun &
Bradstreet Corporation 46,210
Cumulative Translation
Adjustment 4,526
Stock Distribution to Holders
of Dun & Bradstreet Stock (460,429) 57,019,180 $570 $459,859
- - ------------------------------------------------------------------------------------------------------------------------------------
Balance, November 1, 1996 57,019,180 570 459,859 (21,756)
Net Income for period ended
December 31, 1996 $ 7,723
Treasury Stock Purchased 266,666 $(3,966)
Unrealized Loss
Activity under Stock Plans
including Tax Benefits 105,239 1 1,334
Cumulative Translation
Adjustment 4,098
- - ------------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1996 57,124,419 571 461,193 7,723 266,666 (3,966) (17,658)
Net Income 35,897
Realized Gain
Activity under Stock Plans
including Tax Benefits 605,854 6 10,300
Cumulative Translation
Adjustment (33,962)
- - ------------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1997 57,730,273 $577 $471,493 $43,620 266,666 $(3,966) $(51,620)
====================================================================================================================================
Unrealized
(Dollar amounts in thousands) Gains (Losses) Total
Three Years Ended December 31, 1997 on Investments Equity
===================================================================
Balance, January 1, 1995 $ (964) $ 498,435
Net Loss (230,884)
Unrealized Loss (1,321) (1,321)
Net Transfers from The Dun &
Bradstreet Corporation 101,140
Cumulative Translation
Adjustment 10,161
- - -------------------------------------------------------------------
Balance, December 31, 1995 (2,285) 377,531
Net Income for period ended
October 31, 1996 8,121
Unrealized Gain 9,324 9,324
Net Transfers from The Dun &
Bradstreet Corporation 46,210
Cumulative Translation
Adjustment 4,526
Stock Distribution to Holders
of Dun & Bradstreet Stock
- - -------------------------------------------------------------------
Balance, November 1, 1996 7,039 445,712
Net Income for period ended
December 31, 1996 7,723
Treasury Stock Purchased (3,966)
Unrealized Loss (956) (956)
Activity under Stock Plans
including Tax Benefits 1,335
Cumulative Translation
Adjustment 4,098
- - -------------------------------------------------------------------
Balance, December 31, 1996 6,083 453,946
Net Income 35,897
Realized Gain (6,083) (6,083)
Activity under Stock Plans
including Tax Benefits 10,306
Cumulative Translation
Adjustment (33,962)
- - -------------------------------------------------------------------
Balance, December 31, 1997 $ 460,104
===================================================================
The accompanying notes are an integral part of the consolidated financial
statements.
[F10]
ACNIELSEN CORPORATION
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Note 1. Basis of Presentation
Effective on November 1, 1996 (the Distribution Date), ACNielsen Corporation
(the Company) became an independent, publicly-owned company as a result of the
distribution by The Dun & Bradstreet Corporation (D&B) of the Company's $.01 par
value Common Stock, at a distribution ratio of one share for three shares (the
Distribution). Prior to the Distribution, the Company was formed as a
wholly-owned subsidiary of D&B for the purpose of effecting the Distribution.
Included in this transaction was the transfer of the former D&B businesses and
operations that now comprise the Company, and substantially all of the assets
and liabilities of such businesses. For purposes of these financial statements,
all references to the Company include the assets and liabilities related to the
businesses that were transferred to the Company prior to the Distribution.
The Balance Sheets, as of December 31, 1997 and 1996, and the Statement of
Operations for the year ended December 31, 1997, are presented on a consolidated
basis. The Statement of Operations for the year ended December 31, 1996,
includes the combined results of operations of the ACNielsen businesses under
D&B for the ten months prior to the Distribution Date and the consolidated
results of operations of the Company for the two month period ended December 31,
1996. The financial statements for periods prior to the Distribution Date are
presented on a combined basis and have been prepared using D&B's historical
basis of accounting for the assets and liabilities and historical results of
operations related to the Company's businesses, except for accounting for income
taxes (see Note 2 to the Consolidated Financial Statements).
The financial statements generally reflect the financial position, results of
operations, and cash flows of the Company as if it were a separate entity for
all periods presented. The financial statements prior to the Distribution
include allocations of certain D&B Corporate assets (including prepaid pension
assets) and liabilities (including pension and postretirement benefits), and
expenses (including cash management, legal, accounting, tax, employee benefits,
insurance services, data services and other D&B Corporate overhead) relating to
the Company's businesses that were transferred to the Company from D&B.
Management believes these allocations are reasonable. However, the financial
information included herein may not necessarily reflect the financial position,
results of operations, and cash flows of the Company in the future or what they
would have been had the Company been a separate entity during the periods prior
to the Distribution.
For purposes of governing certain of the ongoing relationships between the
Company, D&B and Cognizant Corporation (Cognizant, another corporation spun off
by D&B) after the Distribution and to provide for orderly transition, the
Company, D&B and Cognizant entered into various agreements including a
Distribution Agreement, Employee Benefits Agreement, Tax Allocation Agreement,
Indemnity and Joint Defense Agreement, TAM (Television Audience Measurement)
Master Agreement, Shared Transaction Services Agreements, Intellectual Property
Agreement, Transition Services Agreement and Data Services Agreements.
Note 2. Summary of Significant Accounting Policies
Principles of Consolidation. Investments in companies over which the Company has
significant influence but not a controlling interest are carried at equity. The
effects of all significant intercompany transactions have been eliminated. The
financial statements of subsidiaries outside the United States and Canada
reflect a fiscal year ending November 30 to facilitate timely reporting of the
Company's financial results.
Cash Equivalents and Marketable Securities. Investments that are highly liquid
and mature within 90 days of purchase date are considered cash equivalents. At
December 31, 1997 and 1996, all marketable securities are classified as
"available for sale" and therefore are reported at fair value, with net
unrealized gains and losses reported in equity.
Property, Plant and Equipment. Buildings, computer hardware and other equipment
are depreciated over their estimated useful lives using principally the
straight-line method. Leasehold improvements are amortized on a straight-line
basis over the shorter of the term of the lease or the estimated useful life of
the improvement.
Computer Software. Certain internal costs incurred in the development of
computer software are capitalized. Capitalization ceases and amortization starts
when the product is available for general release to customers. Costs incurred
to establish technological feasibility of a computer software product are
expensed in the periods in which they are incurred. In addition, computer
software includes amounts purchased for internal use. Computer software costs
are being amortized on a product by product basis, over three to five years.
Annual amortization is the greater of the amount computed using (a) the ratio
that gross revenue for a product bears to the total of current and anticipated
future gross revenue for that product or (b) the straight-line method over the
remaining estimated economic life of the product.
Other Intangibles. Other intangibles include customer lists and consumer panel
database development. Other intangibles are amortized, using principally the
straight-line method, over five to twenty years.
Goodwill. Goodwill represents the excess purchase price over the fair value of
identifiable net assets of businesses acquired and is amortized on a
straight-line basis over five to 40 years. The Company reviews the
recoverability of goodwill based on estimated undiscounted future cash flows
from operating activities compared with the carrying value of goodwill and
recognizes any impairment on the basis of such comparison. The recognition and
measurement of goodwill impairment is assessed at the business unit level.
[F-11]
Impairment of Long-Lived Assets. Long-lived assets and certain identifiable
intangibles are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. An impairment loss is recognized when the sum of undiscounted
expected future cash flows is less than the carrying amount of such assets. The
measurement for such impairment loss is then based on the fair value of the
asset.
Revenue Recognition. Retail Measurement Service products generally have contract
terms of one to three years. The base contract revenue from the first commitment
period is recognized ratably over the initial contract term. Revenue from
remaining years of multi-year contracts, extensions and renewals are recognized
ratably over their extension periods. After the initial commitment, the contract
generally continues indefinitely, unless canceled by the client with a minimum
of three months' prior written notice.
Revenue for customized research and special modeling and analytical services is
recognized as services are performed.
Consumer Panel products generally have contract terms of one year with revenue
recognized over the term of the contract on a straight-line basis.
International Media Services are generally provided over longer periods with
revenue recognized on a straight-line basis over the contract term. The
contracts are cancelable by the client only with significant penalties.
Foreign Currency Translation. For all operations outside the United States where
the Company has designated the local currency as the functional currency, assets
and liabilities are translated using end-of-period exchange rates; revenue and
expenses are translated using average rates of exchange. For these countries,
currency translation adjustments are accumulated in a separate component of
shareholders' equity, whereas realized transaction gains and losses are
recognized in other income (expense)--net. For operations in countries that are
considered to be highly inflationary, where the U.S. dollar is designated as the
functional currency, monetary assets and liabilities are translated using
end-of-period exchange rates, nonmonetary accounts are translated using
historical exchange rates, and all translation and transaction adjustments are
recognized in other income (expense)--net. Foreign exchange losses charged to
expense amounted to $502, $809 and $1,677 for 1997, 1996, and 1995,
respectively.
The Company has significant operations in non-U.S. countries. Therefore, changes
in the value of foreign currencies affect the Company's financial statements
when translated into U.S. dollars.
Income Taxes. The Company recognizes income taxes during the year in which
transactions enter into the determination of financial statement income, with
deferred taxes being provided for temporary differences between amounts of
assets and liabilities for financial reporting purposes and such amounts as
measured by tax laws.
In accordance with the Tax Sharing Agreement, the Company is liable for Federal,
State and non-U.S. income tax liabilities beginning after the Distribution Date.
In addition, the Company is liable for certain non-U.S. tax liabilities arising
prior to the Distribution. Prior to the Distribution, the Company was included
in the Federal and certain state and non-U.S. income tax returns of D&B.
Stock-Based Compensation. The Company accounts for stock-based compensation as
prescribed by Accounting Principles Board Opinion No. 25. Pro forma net income
and earnings per share amounts, as if the fair value based accounting method in
Statement of Financial Accounting Standards ("SFAS") No. 123 had been applied,
are disclosed in Note 8 to the Consolidated Financial Statements.
Divisional Equity. Divisional equity includes historical investments and
advances from D&B, including net transfers to/from D&B, third party liabilities
paid on behalf of the Company by D&B and amounts due to/from D&B for services
and other charges, as well as current period income/loss, through the
Distribution Date.
Estimates. The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues
and expenses and the disclosure of contingent assets and liabilities. Actual
results could differ from those estimates.
Earnings (Loss) Per Share. In 1997, the Company adopted SFAS No. 128, "Earnings
Per Share," which replaces the calculation of primary and fully diluted earnings
per share with basic and diluted earnings per share. Unlike primary earnings per
share, basic earnings per share excludes any dilutive effects of stock options.
Earnings per share amounts for all periods have been restated to conform with
SFAS No. 128. Earnings per share for periods after October 31, 1996 have been
computed based on the average number of ACNielsen shares outstanding and common
stock equivalents. Earnings per share for periods prior to October 31, 1996 have
been computed using the average number of D&B shares outstanding during the
periods and common stock equivalents, adjusted for the one-for-three
distribution ratio.
[F-12]
New Accounting Pronouncements. In 1997, the Financial Accounting Standards Board
("FASB") issued SFAS No. 130, "Reporting Comprehensive Income." SFAS No. 130
establishes standards for reporting and display of comprehensive income and its
components in the financial statements. In addition, the FASB issued SFAS No.
131, "Disclosures about Segments of an Enterprise and Related Information." SFAS
No. 131 establishes standards for reporting certain information about each
segment of the Company. SFAS No. 130 and SFAS No. 131 are effective for fiscal
years beginning after December 31, 1997. The adoption of SFAS No. 130 and SFAS
No. 131 will not affect the Company's results of operations, cash flows, or
financial position.
Reclassifications. Certain prior-year amounts have been reclassified to conform
with the current-year presentation.
Note 3. Special Charges
In the fourth quarter of 1997, the Company recorded a special charge of $36,000.
The charge consisted of costs to reduce workforce levels, primarily in Japan, as
well as consolidate facilities and rationalize certain product lines in Japan
and other Asia Pacific markets. It also included costs to revalue certain assets
in Europe, Latin America and Asia Pacific. The plans were designed to achieve
long-term productivity improvements, rationalize the Company's product lines and
reduce costs in these regions. The charge included $18,300 to rationalize
certain product lines, including asset revaluations of $7,800, $12,400 to reduce
workforce levels and $5,300 to consolidate real estate and reduce facilities
costs.
The actions will be implemented throughout 1998, and cash payments related to
the charge are expected to be $28,200. The Company expects the full impact of
the actions to be realized starting in 1999, with annual savings at that time of
approximately $12,000.
In the fourth quarter of 1995, the Company recorded a special charge of
$152,170. This charge primarily reflected an impairment loss in connection with
the adoption of the provisions of SFAS No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" ($74,370), a
provision for postemployment benefits ($14,300) under D&B's severance plan, an
accrual for contractual obligations that have no future economic benefits
($55,800) and other asset revaluations ($7,700). In 1997 and 1996, payments
relating to the accrued contractual obligations totaled $27,682 and $24,974,
respectively. No payments relating to the accrued contractual obligations were
made in 1995.
SFAS No. 121 requires that long-lived assets and certain intangibles be reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. In connection with this
review, the Company recorded an impairment loss of $74,370, reflecting the
revaluation of certain fixed assets, administrative and production systems and
other intangibles that will be replaced or will no longer be used by the
Company.
The provision for postemployment benefits of $14,300 represents the cost of
workforce reductions. The accrual for contractual obligations that have no
future economic benefits of $55,800 relates to the acquisition of certain
information and services that are no longer used by the Company, and the other
asset revaluations of $7,700 are necessitated based on an evaluation of the new
business initiatives.
This special charge evolved from D&B's annual budget and strategic planning
process, which included a review of D&B's underlying cost structure, products
and services and assets used in the business. Based upon such analysis,
management having the authority to approve such business decisions committed in
December 1995 to a plan to discontinue certain product lines and dispose of
certain other assets, resulting in the charge. These decisions were not reversed
or modified as a result of D&B's reorganization plan, which was reviewed and,
subject to certain conditions, approved by the Board of Directors of D&B on
January 9, 1996.
Note 4. Sale of Investments
In the fourth quarter of 1997, the Company sold its investments in Manugistics
Group, Inc., a provider of software and services for supply-chain management,
and GeoQuest International Holdings, Inc., a holding company whose principal
business provides information services to the energy industry, resulting in a
total pre-tax gain of $39,039 ($28,200 after-tax), which is included in Other
Income--Net. Combined cash proceeds from the sales totaled $45,899.
Note 5. Acquisitions
In 1997, 1996, and 1995, the Company acquired interests in various companies in
separate transactions that were accounted for as purchases.
The aggregate purchase price of such acquisitions totaled $39,674 in 1997,
including issuance of a $4,000 promissory note payable from 1999 to 2001 and
other contractual obligations of $5,026 payable in 1998 and 1999. In 1997, the
largest acquisition was Entertainment Data, Inc. (EDI), a provider of box office
information for the motion picture industry. The purchase price was $26,912. The
1997 balance sheet reflects a preliminary purchase price allocation for the EDI
net assets that will be finalized in 1998. The Company also acquired or
increased its ownership in businesses in South Africa, Turkey, India, and
Israel. The aggregate purchase price of acquisitions made in 1996 and 1995
totaled $1,907 and $11,466, respectively.
[F-13]
The results of operations of all purchases are included in the Consolidated
Statements of Operations from dates of acquisition. Had the acquisitions made in
1997, 1996 and 1995 been consummated on January 1 of the year preceding the year
of acquisition, the results of these operations would not have had a significant
impact on the Company's consolidated results of operations for any of the years
presented.
Note 6. Pension and Other Benefit Plans
Defined Benefit Plans
The Company has a defined benefit pension plan covering substantially all
employees in the United States. The benefits to be paid to employees under this
plan are based on notional account balances which are increased annually by
pay-related and interest credits. Pension costs are determined actuarially and
funded to the extent allowable under the Internal Revenue Code (IRC).
Supplemental plans in the United States are maintained to provide retirement
benefits to eligible employees in excess of levels allowed by the IRC.
The Company's subsidiaries outside the United States provide retirement benefits
for employees consistent with local practices, primarily using defined benefit
or termination indemnity plans.
At the Distribution Date, the Company assumed responsibility for pension
benefits for active employees of the Company and established separate retirement
plans for its employees; the responsibility for all others, principally
retirees, remained with D&B. An allocation of assets and liabilities for such
active employee benefits has been included in the consolidated financial
statements.
Prior to the Distribution Date, the Company's United States employees
participated in D&B's defined benefit pension plan covering substantially all
employees in the United States. The benefits to be paid to employees under the
plan were based on years of credited service and average final compensation.
The Company accounted for the plan as a multi-employer plan. Accordingly, the
Company has recorded pension costs as allocated by D&B totaling $1,301 for the
ten months ended October 31, 1996, and $882 for the year 1995.
The components of net United States pension income for the periods subsequent to
the Distribution Date and net non-United States pension costs for the years
ending 1997, 1996 and 1995 are as follows:
Two Months
Year Ended Ended
December 31, December 31,
--------------------------
United States Plans 1997 1996
====================================================================
Service cost on benefits earned
during the year $ 2,020 $ 314
Interest cost on projected
benefit obligation 2,920 513
Actual return on plan assets (10,489) (726)
Net amortization and deferral 5,385 (141)
- - --------------------------------------------------------------------
Net periodic pension (income) $ (164) $ (40)
====================================================================
Year Ended December 31,
---------------------------------
Non-United States Plans 1997 1996 1995
================================================================================
Service cost on benefits earned
during the year $ 6,746 $ 6,904 $ 6,917
Interest cost on projected
benefit obligation 13,676 13,929 13,465
Actual return on plan assets (17,686) (17,860) (15,692)
Net amortization and deferral (488) (354) (398)
- - --------------------------------------------------------------------------------
Net periodic pension costs $ 2,248 $ 2,619 $ 4,292
================================================================================
[F-14]
The following table sets forth the funded status and amounts recognized in the
Company's Consolidated Balance Sheets at December 31, 1997 and 1996:
---------------------------------------------------------------
1997 1996
---------------------------------------------------------------
Assets Exceed Accumulated Assets Exceed Accumulated
Accumulated Benefits Exceed Accumulated Benefits Exceed
Benefits Assets Benefits Assets
====================================================================================================================================
UNITED STATES PLANS
Fair Value of Plan Assets $ 60,115 $ 50,266
- - ------------------------------------------------------------------------------------------------------------------------------------
Actuarial Present Value of Benefit Obligations
Vested Benefits 32,325 $ 1,784 24,854
Non-Vested Benefits 4,997 1,104 5,359 $ 1,255
- - ------------------------------------------------------------------------------------------------------------------------------------
Accumulated Benefit Obligations 37,322 2,888 30,213 1,255
Effect of Projected Salary Increases 2,022 2,994 2,932 2,623
- - ------------------------------------------------------------------------------------------------------------------------------------
Projected Benefit Obligations 39,344 5,882 33,145 3,878
- - ------------------------------------------------------------------------------------------------------------------------------------
Plan Assets in Excess of (Less than) Projected Benefit Obligations 20,771 (5,882) 17,121 (3,878)
Unrecognized Net (Gain) Loss (4,333) 1,432 (2,619) 24
Unrecognized Prior Service (Credit) Cost (402) 18 (436) (64)
Unrecognized Net Transition (Asset) Obligation (1,965) 18 (1,706) 1,051
- - ------------------------------------------------------------------------------------------------------------------------------------
Prepaid pension cost (pension liability) recognized in the
balance sheet $ 14,071 $ (4,414) $ 12,360 $ (2,867)
- - ------------------------------------------------------------------------------------------------------------------------------------
NON-UNITED STATES PLANS
====================================================================================================================================
Fair Value of Plan Assets $ 240,923 $ 228,930
- - ------------------------------------------------------------------------------------------------------------------------------------
Actuarial Present Value of Benefit Obligations
Vested Benefits 169,572 $ 21,075 165,402 $ 19,601
Non-Vested Benefits 1,966 2,484 2,059 2,168
- - ------------------------------------------------------------------------------------------------------------------------------------
Accumulated Benefit Obligations 171,538 23,559 167,461 21,769
Effect of Projected Salary Increases 24,875 5,219 29,459 5,612
- - ------------------------------------------------------------------------------------------------------------------------------------
Projected Benefit Obligations 196,413 28,778 196,920 27,381
- - ------------------------------------------------------------------------------------------------------------------------------------
Plan Assets in Excess of (Less than) Projected Benefit Obligations 44,510 (28,778) 32,010 (27,381)
Unrecognized Net (Gain) Loss (9,123) 290 (2,985) 0
Unrecognized Prior Service Cost 7,583 186 8,159 190
Unrecognized Net Transition (Asset) Obligation (10,890) 720 (13,557) 761
- - ------------------------------------------------------------------------------------------------------------------------------------
Prepaid pension cost (pension liability) recognized in the
balance sheet $ 32,080 $ (27,582) $ 23,627 $ (26,430)
====================================================================================================================================
Plan assets are invested in diversified portfolios that consist primarily of
equity and debt securities.
The significant actuarial assumptions at December 31, 1997, 1996 and 1995 were
as follows:
-------------------------------------
1997 1996 1995
===============================================================================
United States Plans:
Discount rate 7.0% 7.5% 7.0%
Expected long-term rate of return
on plan assets 9.0% 9.0% 9.75%
Average rate of increase in future
compensation levels 4.16% 4.16% 4.16%
Non-United States Plans:
Weighted average discount rate 6.72% 7.92% 8.15%
Weighted average expected long-term
rate of return on plan assets 8.40% 9.32% 9.85%
Weighted average rate of increase in
future compensation levels 3.91% 4.58% 4.94%
================================================================================
Defined Contribution Plans
Effective upon the Distribution, the Company established an Employee Stock
Ownership Plan (ESOP) for the benefit of its United States employees. The
Company may contribute cash or Company common stock to each employee's account
in an amount currently equal to 3.5% of compensation (subject to IRS
limitations). In connection with the ESOP, the Company issued 221,466 and 18,775
shares, and recognized compensation expense of $4,005 and $639 for the year 1997
and the two months ended December 31, 1996, respectively.
Prior to the Distribution Date, certain United States employees were eligible to
participate in a D&B sponsored defined contribution plan. The Company made a
matching contribution of 50% of the employee's contribution up to 6% of pay and
an additional match depending on its earnings per share, all subject to
specified limits.
[F-15]
The Company's expense related to this plan was $3,523 for the ten months ended
October 31, 1996, and $4,695 for the year 1995. Effective with the Distribution,
the Company established a new savings plan which does not provide for a matching
contribution.
Note 7. Postretirement and Postemployment Benefits
The Company provides various health-care and life-insurance benefits for retired
employees who become eligible for these benefits if they terminate employment
after completing at least ten years of service with the Company after age 45.
The postretirement medical benefit is contributory. Certain of the Company's
subsidiaries outside the United States have postretirement benefit plans,
although most participants are covered by government-sponsored or administered
plans. The cost of Company-sponsored postretirement benefit plans outside the
United States is not significant. In certain instances, the Company provides
postemployment benefits to former or inactive employees following employment but
before retirement, principally severance.
Prior to the Distribution Date, the Company accounted for the postretirement
benefit plan as a multi-employer plan. Accordingly, the Company has recorded
postretirement benefit costs as allocated by D&B totaling $1,432 for the ten
months ended October 31, 1996, and $1,356 for 1995.
At the Distribution, the Company assumed responsibility for postretirement
benefits for active employees of the Company; the responsibility for all others,
principally retirees, remained with D&B. The components of net periodic
postretirement benefit cost other than pensions for the periods subsequent to
the Distribution Date are summarized as follows:
Two Months
Year Ended Ended
December 31, December 31,
------------ ------------
1997 1996
================================================================================
Service Cost $404 $ 80
Interest Cost on Accumulated Benefit Obligation 469 60
Net Amortization and Deferral (43) (20)
- - --------------------------------------------------------------------------------
Net Postretirement Benefit Cost $830 $120
================================================================================
The status of postretirement benefit plans other than pensions at December
1997 and 1996, is as follows:
December 31,
--------------------------------
1997 1996
================================================================================
Active Employees--Eligible $(1,910) $(1,720)
Active Employees--Not-Yet Eligible (3,183) (2,790)
Retirees (2,136) --
- - --------------------------------------------------------------------------------
Accumulated Postretirement Benefit Obligations (7,229) (4,510)
Unrecognized Net Loss 1,871 100
Unrecognized Prior Service (Credit) (140) (260)
- - --------------------------------------------------------------------------------
Accrued Postretirement Benefit Obligations $(5,498) $(4,670)
================================================================================
Obligations are unfunded, and the actuarial present values of accumulated
plan benefit obligations are recognized in the consolidated balance sheets.
The following actuarial assumptions were used to determine the accumulated
postretirement benefit obligation:
December 31,
----------------------
1997 1996
================================================================================
Discount rate 7.0% 7.5%
Assumed rate of increase in compensation 4.16% 4.16%
Projected health care cost trend rate 8.0% 8.0%
================================================================================
The cost of covered health-care benefits is assumed to decrease to 5.0% by the
year 2004 and remain constant thereafter. Increasing the assumed health-care
cost trend rate by one percentage point in each year would increase the
accumulated postretirement benefit obligation at December 31, 1997, by $715 and
would increase the 1997 aggregate service interest cost by $99.
Note 8. Employee Stock and Related Plans
In October 1996, the Company adopted three stock incentive plans which reserve
shares of common stock for issuance to key employees and non-employee directors.
Pursuant to one such plan, immediately following the Distribution, outstanding
awards under the D&B stock option plans held by Company employees were replaced
by Company stock options. The replacement awards have the same ratio of the
exercise price per option to the market value per share, the same aggregate
difference between market value and exercise price and substantially the same
other terms and conditions as the options they replaced. A total of 18,300,000
shares have been reserved for issuance under these plans.
Under the stock incentive plans adopted in 1996, 6,483,607 shares of common
stock were available for future grants as of December 31, 1997. These plans
provide that shares granted come from the Company's authorized but unissued
common stock or treasury stock. The price of options granted pursuant to these
plans will not be less than the fair market value of the shares on the date of
grant, with the exception of the replacement options, the price of which was
determined as described above. Stock options granted during 1996 and 242,000
options granted in 1997 ("effective date options") have a term of ten years and
vest over four or six years. In addition, effective date options may vest
earlier if the Company's stock price reaches certain targets. One-half of the
effective date options (2,393,527 shares) vested on September, 11, 1997, when
the Company's stock price reached 150% of those options' exercise price for five
consecutive trading days. The remaining unvested effective date options would
vest on an accelerated basis if the stock price reaches 200% of the exercise
price for five consecutive trading days.
[F-16]
The plans also provide for the granting of limited stock appreciation rights
(LSARs) in tandem with stock options to certain key employees. At December
31, 1997, 2,613,641 LSARs were outstanding, which are exercisable upon the
occurrence of a specified event.
The Company has adopted the disclosure-only provisions of SFAS No. 123,
"Accounting for Stock Based Compensation." Accordingly, no compensation
expense has been recognized for the Company's three stock incentive plans.
Had compensation expense for the Company's plans been determined based on
the fair value at the grant date for option grants after January 1, 1995,
including the conversion of D&B stock options granted prior to 1995,
consistent with the provisions of SFAS No. 123, the Company's net income and
net earnings per share would have been reduced to the pro-forma amounts
indicated below. The effect on 1995 is not material.
--------------------------------
1997 1996
================================================================================
Net income--as reported $35,897 $15,844
Net income--pro forma $23,889 $13,200
Basic earnings per share--as reported $ .63 $ .28
Basic earnings per share--pro forma $ .42 $ .23
Diluted earnings per share--as reported $ .62 $ .28
Diluted earnings per share--pro forma $ .41 $ .23
================================================================================
Note:
The 1997 pro-forma amounts include a pre-tax charge of $11,590 as a result
of one-half of the effective date options vesting when the Company's stock
price reached 150% of those options' exercise price. The 1996 pro-forma
amounts include an incremental pre-tax charge of $3,048, as a result of the
replacement stock option plan being a modification of the D&B stock option
plan in accordance with SFAS No. 123.
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted average
assumptions (including assumptions related to D&B options to determine
compensation expense for the period prior to the Distribution):
1996
------------------------------
Old ACNielsen &
----------- D&B Replacement
1997 Options Options
================================================================================
Expected dividend yield 0% 4.7% 0%
Expected stock price volatility 30% 15% 30%
Risk-free interest rate 5.90% 6.15% 6.11%
Expected holding period of options 4.1 years 5.0 years 5.0 years
================================================================================
The weighted average fair value of options granted during 1997 and 1996 was
$6.22 and $6.16 per share, respectively.
The following is a summary of stock option activity and number of shares
reserved for outstanding options:
------------------------------
Average option
Shares price per share
================================================================================
Conversion of D&B options at
November 1, 1996 4,054,731 $15.66
Granted--Effective date options 4,706,055 15.75
Exercised (69,190) 14.53
Canceled or Expired (148,336) 16.15
- - --------------------------------------------------------------------------------
Options outstanding at
December 31, 1996 8,543,260 $15.71
Granted 1,261,500 21.01
Exercised (373,636) 15.37
Canceled or Expired (686,434) 16.00
- - --------------------------------------------------------------------------------
Options outstanding at
December 31, 1997 8,744,690 $16.46
================================================================================
The following is a summary of shares exercisable, average remaining life and
average option price per share of options outstanding at December 31, 1997:
-----------------------------------------------------
Average Average
Shares Shares option price remaining
Outstanding Exercisable per share life
================================================================================
Converted D&B options 2,998,823 2,197,852 $15.62 6.6 years
Effective date options 4,726,367 2,787,646 15.72 8.9 years
Options granted subsequent
to July, 1997 1,019,500 -- 22.38 9.9 years
- - --------------------------------------------------------------------------------
Options outstanding at
December 31, 1997 8,744,690 4,985,498 $16.46 8.2 years
================================================================================
Success Share Program. On December 9, 1996, the Company granted, to each of its
full-time and regular employees, stock appreciation rights at a strike price of
$15.75, entitling the employee to the appreciation on the equivalent of 25
shares of the Company's common stock, subject to certain terms, conditions and
limitations. The rights vested on December 9, 1997 and expire on December 9,
1999. Charges to income in 1997 with respect to this program totaled $3,212.
There were no charges to income in 1996 with respect to this program.
[F-17]
Note 9. Income Taxes
Income (loss) before provision for income taxes consisted of:
------------------------------------------
1997 1996 1995
================================================================================
U.S. $56,221 $(35,714) $(244,236)
Non-U.S. 12,323 66,208 53,188
- - --------------------------------------------------------------------------------
$68,544 $ 30,494 $(191,048)
================================================================================
In 1995, the Company had not recognized benefits on the U.S. losses reflected
above since the Company did not believe it was more likely than not that such
benefits could be recognized on a separate-company basis. In 1996, U.S. losses
through the Distribution Date were realized by D&B and, accordingly, the related
tax benefit was reflected by the Company through divisional equity.
The provision (benefit) for income taxes consisted of:
--------------------------------------------
1997 1996 1995
================================================================================
U.S. Federal and State:
Current $ 6,790 $ (9,776) $ 32,237
Deferred 10,286 (996) (30,237)
- - --------------------------------------------------------------------------------
Total 17,076 (10,772) 2,000
- - --------------------------------------------------------------------------------
Non-U.S.:
Current 25,781 10,631 22,846
Deferred (10,210) 14,791 14,990
- - --------------------------------------------------------------------------------
Total 15,571 25,422 37,836
- - --------------------------------------------------------------------------------
Total $ 32,647 $14,650 $ 39,836
================================================================================
The following table summarizes the significant differences between the U.S.
Federal statutory taxes and the Company's provision for income taxes for
consolidated financial statement purposes:
-----------------------------------------
1997 1996 1995
================================================================================
Tax expense (benefit) at the U.S.
statutory rate $23,990 $10,673 $(66,867)
State and local income taxes, net of
Federal effect 1,827 (1,161) (8,962)
U.S. losses for which no tax benefits
were provided -- -- 94,445
Reduction in the valuation allowance (6,313) (656) --
Non-U.S. taxes 8,063 2,249 19,220
Other 5,080 3,545 2,000
- - --------------------------------------------------------------------------------
Provision for Income Taxes $32,647 $14,650 $ 39,836
================================================================================
The Company's deferred tax assets (liabilities) are comprised of the following
at December 31:
--------------------------------
1997 1996
================================================================================
Deferred Tax Assets:
Operating Losses $ 56,093 $ 52,784
Special Charges 12,580 13,398
Employee Benefits 15,423 19,370
Bad Debts 951 892
- - --------------------------------------------------------------------------------
85,047 86,444
- - --------------------------------------------------------------------------------
Valuation Allowance (73,553) (79,866)
- - --------------------------------------------------------------------------------
11,494 6,578
- - --------------------------------------------------------------------------------
Deferred Tax Liabilities:
Postretirement Benefits (5,628) (4,944)
Intangibles (10,820) (7,560)
Deferred Revenue (6,137) (6,375)
Fixed Assets (5,175) (4,048)
Investments -- (4,056)
Other Accruals (4,714) (1,911)
Other Assets (5,986) (2,530)
- - --------------------------------------------------------------------------------
(38,460) (31,424)
- - --------------------------------------------------------------------------------
Net Deferred Tax Liability $(26,966) $(24,846)
================================================================================
During the year ended December 31, 1997, the valuation allowance decreased
by $6,313, primarily as a result of the utilization of U.S. net operating
loss carryforwards.
U.S. operating loss carryforwards of approximately $8,700 will expire in 2011.
Non-U.S. loss carryforwards of $75,327 will expire at various times through
2002. Non-U.S. loss carryforwards of $73,919 have an indefinite life. An income
tax benefit of $602 related to employee stock options was credited to
shareholders' equity in 1997. No provision was made for U.S. taxes payable on
undistributed earnings amounting to approximately $167,400 and $167,000 in 1997
and 1996, respectively, as such amounts are permanently reinvested.
[F-18]
Note 10. Bank Credit Line
In December 1996, the Company entered into a credit agreement with a global bank
syndicate comprising twelve banks. This $125,000 credit facility is unsecured
and has a three-year term. The facility provides for multicurrency and bridge
loans. The base interest rates can be fixed or various floating rates, depending
on the type of loan undertaken and currencies involved. Interest spreads and
fees vary based on the Company's fixed charge coverage ratio for the preceding
four quarters. The terms of the credit agreement contain, among other
provisions, limitations on total debt/leverage levels, minimum earnings before
interest, taxes, depreciation and amortization and minimum fixed charge
coverages. The agreement also prohibits the Company from paying cash dividends
and permits share repurchases only in connection with employee benefit programs.
At December 31, 1997 and 1996, approximately $23,001 and $22,700, respectively,
were drawn against this facility. The nominal value of the borrowings
approximates fair value. There are no compensating balance requirements or
material commitment fees associated with the credit line.
The weighted average interest rates on short-term debt at December 31, 1997 and
1996, respectively, were 0.63% and 7.65%. The Company's short-term borrowings at
December 31, 1997, were in Japan.
Note 11. Financial Instruments with Off-Balance-Sheet Risk
The Company uses foreign exchange forward contracts to hedge significant known
transactional exposures. At December 31, 1997, the Company had $5,093 of foreign
exchange forward contracts outstanding, which mature on various dates over the
next four months. In early 1998, the Company entered into additional foreign
exchange forward contracts totaling $36,871 to hedge other known transactional
exposures. These forward contracts mature in monthly installments through
December 1998. Any gain or loss on the forward contracts is deferred and
included in the measurement of the related foreign currency transaction.
The Company does not utilize derivative financial instruments for trading or
other speculative purposes.
Note 12. Capital Stock
The Company has authority to issue 160,000,000 shares of which 150,000,000
represent shares of ACNielsen Common Stock, 5,000,000 represent shares of
Preferred Stock and 5,000,000 represent shares of Series Common Stock. The Board
of Directors is authorized to issue one or more series of Preferred Stock and
Common Stock, and to establish the number of shares in that series, voting
rights (if any), consideration for such shares, and other rights or restrictions
of the shares in that series. At December 31, 1997, no Preferred Stock or Series
Common Stock had been issued.
In October 1996, the Company adopted a Shareholders' Rights Plan. Under the
plan, each share of the Company's Common Stock has a right which trades with the
stock until the right becomes exercisable. Each right entitles the shareholders
to buy 1/1,000 of a share of Series A Junior Participating Preferred Stock of
the Company at a purchase price of $108 per 1/1,000 of a share, subject to
adjustment. The rights will not be exercisable until a person or group
(Acquiring Person) acquires beneficial ownership of, or commences a tender offer
for, 15% or more of the Company's outstanding Common Stock.
In the event of such a 15% acquisition or if subsequently the Company is
acquired in a merger or other business combination, as described in the
Shareholders' Rights Plan, each right will entitle its holder (other than the
Acquiring Person) to receive upon exercise, stock with a value of two times the
exercise price in the form of the Company's Common Stock or, where appropriate,
the Acquiring Person's common stock. The Company may redeem the rights, which
expire in October 2006, for $.01 per right, under certain circumstances.
In December 1997, the Board of Directors authorized the Company to repurchase up
to one million shares of ACNielsen common stock from time to time on the open
market.
Note 13. Other Transactions with Affiliates
Prior to the Distribution Date, the Company participated in D&B's centralized
cash management system to finance its operations. Cash deposits from most of the
Company's businesses were transferred to D&B on a daily basis, and D&B funded
the Company's disbursement bank accounts as required. No interest was charged on
these transactions.
D&B historically provided certain centralized services to the Company. Prior to
the Distribution Date, expenses related to these services were allocated to the
Company based on utilization of specific services or, where not estimable, based
on assets employed by the Company in proportion to D&B's total assets.
Management believes these allocation methods were reasonable. These allocations
were $82,600 in the ten months ended October 31, 1996, and $85,700 in 1995 and
are included in operating costs and selling and administrative expenses in the
Consolidated Statements of Operations. Amounts due to D&B for these expenses
were included in Divisional Equity.
The Company provided certain services to D&B and affiliates at negotiated
prices. Operating revenue from such services totaled $895 in the ten months
ended October 31, 1996 and $1,531 in 1995.
[F-19]
Net transfers to/from D&B, included in Divisional Equity, included advances and
loans from affiliates, net cash transfers to/from D&B, third-party liabilities
paid on behalf of the Company by D&B, amounts due to/from D&B for services and
other charges, and income taxes paid on behalf of the Company by D&B. No
interest has been charged on these transactions. The weighted average balance
due to D&B was $324,578 for the ten months ended October 31, 1996 and $713,099
for 1995.
The activity in the net transfers (to) from D&B account, included in Divisional
Equity, is summarized as follows:
-----------------------------------------
Ten Months Ended Year Ended
October 31, 1996 December 31, 1995
================================================================================
D&B services and other charges $ 88,059 $ 88,505
Loans and advances--net (379,189) 132,734
U.S. income taxes (12,507) 32,237
Cash transfers--net 349,847 (152,336)
- - --------------------------------------------------------------------------------
Net transfers from D&B $ 46,210 $ 101,140
================================================================================
Note 14. Leases and Other Commitments
Certain of the Company's operations are conducted from leased facilities, which
are under operating leases. Rental expense under real estate operating leases,
net of sublease rentals, for the years 1997, 1996 and 1995 was $37,021, $38,427
and $40,109, respectively. The totals include $98 for the ten months ended
October 31, 1996 and $115 in 1995 for facilities usage charged by D&B or an
affiliate.
The Company also leases or participates with D&B in leases of certain computer
and other equipment under operating leases. These leases are frequently
renegotiated or otherwise changed as advancements in computer technology produce
opportunities to lower costs and improve performance. Rental expense under
computer and other equipment leases was $23,141, $26,570 and $25,076 for 1997,
1996 and 1995, respectively.
At December 31, 1997, the approximate minimum annual rental expense for real
estate and computer and other equipment under operating leases that have
remaining noncancelable lease terms in excess of one year, net of sublease
rentals, are as follows:
---------------------------------
Computer &
Other
Years Ended Real Estate Equipment
================================================================================
1998 $ 30,616 $15,930
1999 26,672 10,214
2000 22,353 5,845
2001 21,436 2,253
2002 14,847 1,370
Thereafter 20,014 4,707
- - --------------------------------------------------------------------------------
$135,938 $40,319
================================================================================
The Company has agreements with a third party for certain data-processing
services, extending beyond one year. At December 31, 1997, the minimum annual
services covered by these agreements are approximately as follows:
Years Ended
================================================================================
1998 $ 6,500
1999 3,678
2000 878
2001 878
2002 878
Thereafter 659
- - --------------------------------------------------------------------------------
$13,471
================================================================================
Prior to the Distribution, the Company entered into certain lease or sublease
agreements with D&B, Cognizant, affiliates or third parties for certain leased
facilities, computer and other equipment, which principally are a continuation
of existing lease commitments at market rates. The commitments are included in
the amounts disclosed above.
Note 15. Litigation
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,
including alleged violations of Sections 1 and 2 of the Sherman Act. The
complaint also alleges a claim of tortious interference with a contract and a
claim of tortious interference with a prospective business relationship. These
latter 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 the defendants and that the 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
[F-20]
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.
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 the IRI Action, D&B, Cognizant Corporation (the parent
company of IMS) and the Company have entered into an Indemnity and Joint Defense
Agreement (the "Indemnity and Joint Defense Agreement") pursuant to which they
have agreed (i) to certain arrangements allocating potential liabilities ("IRI
Liabilities") that may arise out of or in connection with the IRI Action and
(ii) to conduct a joint defense of such action. In particular, the Indemnity and
Joint Defense Agreement provides that the Company will assume exclusive
liability for IRI Liabilities up to a maximum amount to be calculated 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 ACN Maximum Amount will be determined by an
investment banking firm as the maximum amount which the Company 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 the Company 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 the Company, 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.
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.
Note 16. Supplemental Financial Data
Accounts Receivable--Net:
----------------------------------
1997 1996
================================================================================
Trade $224,038 $227,171
Less: allowance for doubtful accounts (12,114) (10,847)
Unbilled receivables 21,089 25,651
Other 27,808 28,628
- - --------------------------------------------------------------------------------
$260,821 $270,603
================================================================================
Other Current Assets:
----------------------------------
1997 1996
================================================================================
Deferred taxes $11,129 $ 6,402
Prepaid expenses 27,294 24,420
- - --------------------------------------------------------------------------------
$38,423 $30,822
================================================================================
Property, Plant and Equipment--Net:
----------------------------------
1997 1996
================================================================================
Land $ 4,545 $ 4,593
Buildings 50,216 50,073
Computer hardware and other equipment 363,536 374,523
Leasehold improvements 30,356 35,321
Less: accumulated depreciation and amortization (282,993) (278,457)
- - --------------------------------------------------------------------------------
$ 165,660 $ 186,053
================================================================================
[F-21]
Intangibles and Other Assets, Computer Software and Goodwill:
-----------------------------------------------------
Intangibles and Computer
Other Assets Software Goodwill
================================================================================
January 1, 1996 $ 62,196 $ 27,427 $208,454
Additions at cost 2,495 24,450 1,907
Amortization (10,996) (14,666) (9,999)
Foreign translation, asset
write-offs and other (5,085) 647 3,660
- - --------------------------------------------------------------------------------
December 31, 1996 48,610 37,858 204,022
Additions at cost 11,182 14,774 34,885
Amortization (9,883) (19,037) (10,114)
Foreign translation, asset
write-offs and other 5,092 (8,307) (8,310)
- - --------------------------------------------------------------------------------
December 31, 1997 $ 55,001 $ 25,288 $220,483
================================================================================
Accumulated amortization of intangibles and other assets, computer software
and goodwill was $164,285 and $140,542 at December 31, 1997 and 1996,
respectively.
Accounts Payable:
----------------------------------
1997 1996
================================================================================
Trade $47,303 $47,242
Customer advances 4,344 1,805
Taxes other than income taxes 27,727 34,149
Other 7,534 1,484
- - --------------------------------------------------------------------------------
$86,908 $84,680
================================================================================
Accrued and Other Current Liabilities:
----------------------------------
1997 1996
================================================================================
Salaries, wages, bonuses and other compensation $ 66,093 $ 47,183
Postemployment benefits 41,590 26,346
Other 206,181 187,077
- - --------------------------------------------------------------------------------
$313,864 $260,606
================================================================================
Note 17. Operations by Geographic Area
The Company, operating globally, delivers market research, information and
analysis to the consumer products and service industries.
Financial information by geographic area is summarized as follows. Inter-area
sales were not significant.
---------------------------------------------
Operating
Income (Loss)
Excluding
Operating Special Identifiable
Revenue Charges(1)(2) Assets
================================================================================
1997
United States $ 310,037 $ 19,510 $ 278,865
Canada/Latin America 203,978 23,723 144,320
- - --------------------------------------------------------------------------------
Total Americas 514,015 43,233 423,185
- - --------------------------------------------------------------------------------
Europe, Middle East & Africa 579,050 21,192 396,087
Asia Pacific 264,652 6,929 209,446
ACNielsen Japan 33,870 (10,598) 10,390
- - --------------------------------------------------------------------------------
Total $1,391,587 $ 60,756 $ 1,039,108
================================================================================
1996
United States $ 286,522 $ (4,912) $ 269,397
Canada/Latin America 185,516 22,210 136,656
- - --------------------------------------------------------------------------------
Total Americas 472,038 17,298 406,053
- - --------------------------------------------------------------------------------
Europe, Middle East & Africa 597,669 21,828 399,890
Asia Pacific 254,082 4,762 221,581
ACNielsen Japan 34,855 (15,733) 8,544
- - --------------------------------------------------------------------------------
Total $ 1,358,644 $ 28,155 $ 1,036,068
================================================================================
1995
United States $ 274,552 $ (65,971) $ 192,429
Canada/Latin America 169,009 20,837 112,373
- - --------------------------------------------------------------------------------
Total Americas 443,561 (45,134) 304,802
- - --------------------------------------------------------------------------------
Europe, Middle East & Africa 583,269 22,801 430,586
Asia Pacific 216,875 12,595 198,310
ACNielsen Japan 37,640 (22,100) 9,089
- - --------------------------------------------------------------------------------
Total $ 1,281,345 $ (31,838) $ 942,787
================================================================================
(1) 1997 Operating Income excludes a special charge of $36,000 ($2,200 in
Canada/Latin America, $4,000 in Europe, Middle East & Africa (EMEA),
$7,500 in Asia Pacific and $22,300 in ACNielsen Japan) in the fourth
quarter. (See Note 3 to the Consolidated Financial Statements.)
(2) 1995 Operating Loss excludes a special charge of $152,170 ($107,000 in the
U.S., $1,870 in Canada/Latin America, $28,400 in EMEA, $900 in Asia
Pacific and $14,000 in ACNielsen Japan) in the fourth quarter and includes
a 1995 third quarter incremental provision for postemployment benefits of
$31,900 ($16,500 in the U.S., $2,000 in Canada/Latin America, and $13,400
in EMEA). (See Note 3 to the Consolidated Financial Statements.)
[F-22]
Note 18. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings
(loss) per share:
--------------------------------
Amounts in thousands, except per share data 1997 1996 1995
===========================================================================================
Weighted-average number of Shares Outstanding Basic EPS 57,139 56,712 56,507
Dilutive Effect Of:
Stock Options 1,230 270
- - -------------------------------------------------------------------------------------------
Weighted-average number of Shares Outstanding and
Common Stock Equivalents Diluted EPS 58,369 56,982 56,507
===========================================================================================
Net Income (loss) $ 35,897 $ 15,844 $(230,884)
===========================================================================================
Basic Earnings (loss) per share $ .63 $ .28 $ (4.09)
===========================================================================================
Diluted Earnings (loss) per share $ .62 $ .28 $ (4.09)
===========================================================================================
All periods prior to November 1, 1996, reflect the adjusted share and option
activity of The Dun & Bradstreet Corporation. Options to purchase 1,864,788
shares of common stock at share prices ranging from $16.08 to $17.05 per share
were outstanding at the end of the year 1996 but were not included in the
computation of diluted EPS because the options' exercise price was greater than
the average market price of the common shares. No adjustments were made to 1995
basic EPS to compute diluted EPS as it would result in anti-dilution. As such,
no adjustment was made for options to purchase 5,035,589 shares of common stock
at share prices ranging from $11.10 to $17.05 which were outstanding at the end
of the year 1995.
Note 19. Quarterly Financial Data (Unaudited)
Three Months Ended
--------------------------------------------------------
Amounts in thousands, except per share data March 31 June 30 September 30 December 31 Year
===========================================================================================================================
1997
Operating Revenue $ 324,774 $ 356,325 $ 346,864 $ 363,624 $1,391,587
Operating (Loss) Income(1) $ (9,178) $ 18,657 $ 23,143 $ (7,866) $ 24,756
Net (Loss) Income $ (4,116) $ 10,249 $ 13,731 $ 16,033 $ 35,897
(Loss) Earnings Per Share(2):
Basic $ (.07) $ .18 $ .24 $ .28 $ .63
Diluted $ (.07) $ .18 $ .23 $ .27 $ .62
Weighted-Average Number of Shares Outstanding(2):
Basic 56,919 57,035 57,209 57,388 57,139
Diluted 56,919 57,536 59,540 59,259 58,369
===========================================================================================================================
1996
Operating Revenue $ 307,292 $ 336,948 $ 346,743 $ 367,661 $1,358,644
Operating (Loss) Income $ (18,750) $ 11,029 $ 15,196 $ 20,680 $ 28,155
Net (Loss) Income $ (19,190) $ 1,706 $ 21,882(3) $ 11,446 $ 15,844
Actual and Pro Forma (Loss) Earnings Per Share(2):
Basic $ (.34) $ .03 $ .39(3) $ .20 $ .28
Diluted $ (.34) $ .03 $ .38 $ .20 $ .28
Actual and Pro Forma Weighted-Average Number of
Shares Outstanding(2):
Basic 56,556 56,686 56,713 56,766 56,712
Diluted 56,556 56,963 56,937 57,040 56,982
===========================================================================================================================
(1) Includes a special charge of $36,000 pre-tax ($28,200 after-tax) or $.49
per basic share, $.48 per diluted share in the fourth quarter.
(2) The 1996 and first three quarters of 1997 earnings per share amounts have
been restated, to comply with SFAS No. 128, "Earnings Per Share."
(3) Includes an adjustment to reduce the Company's effective tax rate to 48%
on a year-to-date basis. Utilizing a 48% effective rate in the quarter
would have resulted in net income of $8,316 or $.15 per share (basic).
[F-23]
ACNIELSEN CORPORATION
Summary Financial Data
Years Ended December 31,
-------------------------------------------------------------
(Dollar amounts in millions, except per share data) 1997 1996 1995 (1) 1994 (2) 1993(2)
====================================================================================================================
Income Statement Data:
Operating Revenue $ 1,392 $ 1,359 $ 1,281 $ 1,092 $ 1,045
Income (Loss) before cumulative effect
of changes in accounting principles $ 36 $ 16 $ (231) $ (65) $ (55)
Actual and Pro Forma Earnings (Loss)
Per Share of Common Stock:
Basic(3) $ .63 $ .28 $ (4.09) $ (1.15) $ (.94)
Diluted(3) $ .62 $ .28 $ (4.09) $ (1.15) $ (.94)
Balance Sheet Data:
Total Assets $ 1,039 $ 1,036 $ 943 $ 958 $ 828
Long-term Debt $ 8 $ 3 $ 6 $ 9 $ 4
====================================================================================================================
(1) Income (Loss) before cumulative effect of changes in accounting principles
in 1995 includes a special charge in the fourth quarter of $152 million
pre-tax ($141 million after-tax or $2.50 per basic and diluted share) for
costs principally associated with asset impairments, software write-offs
and contractual obligations that have no future economic benefit, and an
incremental postemployment benefit expense of $32 million pre-tax ($24
million after-tax or $.43 per basic and diluted share).
(2) Income (Loss) before cumulative effect of changes in accounting principles
includes restructuring expense of $9 million and $60 million pre-tax, in
1994 and 1993, respectively.
(3) The computation of pro forma Earnings (Loss) per share for the periods
prior to November 1, 1996 (the Distribution), is based on the average
number of shares of D&B Common Stock and Common Stock Equivalents
outstanding during the respective periods, adjusted for the one-for-three
distribution ratio.
[F-24]