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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO .
COMMISSION FILE NUMBER 1-7155.
THE DUN & BRADSTREET CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-2740040
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
ONE DIAMOND HILL ROAD, MURRAY HILL, NJ 07974
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (908) 665-5000.
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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COMMON STOCK, PAR VALUE $1 PER SHARE NEW YORK STOCK EXCHANGE
PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark whether the registrant: (1) has filed all reports
required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of February 20, 1998, 171,354,339 shares of Common Stock of The Dun &
Bradstreet Corporation were outstanding and the aggregate market value of such
Common Stock held by nonaffiliates* (based upon its closing transaction price on
the Composite Tape on such date) was approximately $5,634.8 million.
* Calculated by excluding all shares held by executive officers and directors of
the registrant without conceding that all such persons are "affiliates" of the
registrant for purposes of federal securities laws.
(Continued)
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DOCUMENTS INCORPORATED BY REFERENCE
PART I
- - -------
Item 1 -- Business............................... Note 16 (Segment Information) on pages
53 and 54 of the 1997 Annual Report.
PART II
- - -------
Item 5 -- Market for the Registrant's Common
Equity and Related Stockholder
Matters.............................. Page 34, Management's Discussion and
Analysis of Financial Condition and
Results of Operations, of the 1997
Annual Report.
Item 6 -- Selected Financial Data................ Page 56, Five-Year Selected Financial
Data, of the 1997 Annual Report.
Item 7 -- Management's Discussion and Analysis of
Financial Condition and Results of
Operations........................... Pages 29 to 34, Management's Discussion
and Analysis of Financial Condition and
Results of Operations, of the 1997
Annual Report.
Item 7A -- Quantitative and Qualitative
Disclosures about Market Risk........ Pages 29 to 34, Management's Discussion
and Analysis of Financial Condition and
Results of Operations, of the 1997
Annual Report, and Note 5 (Financial
Instruments with Off-Balance Sheet
Risks) on Page 44 of the 1997 Annual
Report.
Item 8 -- Financial Statements and Supplementary
Data................................. Pages 35 to 56 of the 1997 Annual
Report.
PART
III
- - -------
Item 10 -- Directors and Executive Officers of the
Registrant........................... Pages 2 to 3 of the Company's Proxy
Statement dated March 6, 1998 (as
supplemented by the Company's
additional proxy materials dated March
17, 1998).
Item 11 -- Executive Compensation................. Pages 9 to 20 of the Company's Proxy
Statement dated March 6, 1998 (as
supplemented by the Company's
additional proxy materials dated March
17, 1998).
Item 12 -- Security Ownership of Certain
Beneficial Owners and Management..... Pages 4 to 7 of the Company's Proxy
Statement dated March 6, 1998 (as
supplemented by the Company's
additional proxy materials dated March
17, 1998).
Item 13 -- Certain Relationships and Related
Transactions......................... Pages 4 to 7 of the Company's Proxy
Statement dated March 6, 1998 (as
supplemented by the Company's
additional proxy materials dated March
17, 1998).
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The Index to Exhibits is located on Pages 17 to 19.
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PART I
As used in this report, except where the context indicates otherwise, the
term "Company" means The Dun & Bradstreet Corporation and all subsidiaries
consolidated in the financial statements contained herein.
ITEM 1. BUSINESS
(a)(1) The Dun & Bradstreet Corporation was incorporated under the laws of
the State of Delaware on February 6, 1973 and became the parent holding company
of Dun & Bradstreet, Inc. and its subsidiaries on June 1, 1973. Dun &
Bradstreet, Inc. was incorporated under the laws of the State of Delaware in
1930 and is the successor to a business commenced in 1841.
On November 1, 1996, The Dun & Bradstreet Corporation reorganized into
three publicly traded independent companies by spinning off, through a tax-free
distribution to shareholders (the "1996 Distribution"), two of its businesses.
The two companies spun off in the 1996 Distribution were ACNielsen Corporation
("ACNielsen") and Cognizant Corporation ("Cognizant").
On December 17, 1997, the Company announced a plan to reorganize into two
publicly traded independent companies by spinning off, through a tax-free
distribution to shareholders (the "1998 Distribution"), a subsidiary corporation
comprising the Company's Risk Management Services segment. After the 1998
Distribution, the business of the Company will consist entirely of the Directory
Information Services business conducted by Reuben H. Donnelley, and the Risk
Management Services segment will comprise the business of a new publicly traded
company that will succeed to the name "The Dun & Bradstreet Corporation." The
1998 Distribution is subject to final approval by the Company's board of
directors and obtaining a ruling from the Internal Revenue Service with respect
to the tax-free treatment of the distribution. The Company expects to complete
the reorganization in the summer of 1998.
(2) Not applicable.
(b) The response to this item is incorporated herein by reference to Note
16 (Segment Information) on Pages 53 and 54 of the 1997 Annual Report.
(c) The Dun & Bradstreet Corporation is a non-operating holding company
whose revenue is derived primarily from dividends received from its
subsidiaries. A descriptive narrative of the Company's business segments follows
item (d).
The number of full-time equivalent employees at December 31, 1997 was
approximately 15,100.
(d) The response to this item is incorporated herein by reference to Note
16 (Segment Information) on Pages 53 and 54 of the 1997 Annual Report.
The Company is the world's leading marketer of information and services for
business decision-making. Its operations can be divided into two business
segments: Risk Management Services and Directory Information Services. The
businesses formerly comprising the Marketing Information Services, Software
Services and Other Business Services segments were spun-off pursuant to the 1996
Distribution and are treated as discontinued operations in the Company's
historical financial statements. A narrative description of the Company's
operations by business segment follows.
RISK MANAGEMENT SERVICES
DUN & BRADSTREET
Dun & Bradstreet ("D&B") is the world's largest provider of
business-to-business credit, marketing and purchasing information and
receivables management services. D&B operates offices in 36 countries, conducts
operations in two other countries via minority interests in joint venture
companies, and operates through independent correspondents in over 150
additional countries. D&B gathers data through telephone and personal interviews
with business managers and through third party sources. At the core of D&B's
products and services are its worldwide database containing information on more
than 48 million businesses, the
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D-U-N-S numbering system (a numerical identification system used to identify
corporate affiliations), and its ability to integrate business information from
multiple sources and create decision support tools. Companies throughout the
world use D&B's products and services to evaluate and make decisions about their
working relationships with customers and suppliers; to improve efficiency and
productivity; to identify growth opportunities and market their products more
successfully; and to take actions that increase revenue, cash flow and profits.
D&B conducts business in three general regions: United States; Europe, Africa
and Middle East; and Asia-Pacific, Canada and Latin America.
DUN & BRADSTREET, U.S.
In the United States, D&B provides Value-Added Products, Credit Information
Services, Marketing Information Services and Receivable Management Services, as
described below.
Value-Added Products
Value-Added Products, which include Database Marketing Services, Predictive
Scoring Services, Decision Support Services, Supplier Evaluation and Management
Services, Software Partner Marketing and Internet Access, provide easy, open
access to D&B's databases and allow D&B to embed its information in its
customers' business processes and technology. These products and services are
scalable for use on individual desktops, in networks and on computer hosts, and
are designed to improve customers' decision making, speed-of-action and
productivity and to help customers realize the full value of their information
and technology investments.
The D-U-N-S Numbering System is a critical component in D&B's Valued-Added
Products. As a unique, universal identifier of more than 48 million businesses
around the world, the D-U-N-S Number can help customers tap revenue and customer
service opportunities by uncovering prospects and linking related customers'
accounts, identifying cross-selling opportunities within the same corporate
family, eliminating duplicate file entries in customer and supplier databases,
and reducing operating costs and increasing purchasing power by linking
interrelated suppliers.
Database Marketing Services help give D&B's customers a better
understanding of the profitability and performance of their customers by
enhancing internal customer data with external information and analysis that can
help target the most profitable customers and prospects, analyze market
penetration, territory alignment and market segmentation and perform demand
estimation. Predictive Scoring Services, such as the Commercial Credit Score,
Industry-specific Credit Scores and OneScore, use statistical models to help
D&B's customers predict the likelihood of delinquent payment or failure to pay
within terms, while the Financial Stress Score is a statistical model that helps
D&B's customers predict the likelihood that a customer or prospect will
discontinue operations or file for bankruptcy. Decision Support Services include
desktop decision support systems such as Risk Assessment Manager and Supplier
Assessment Manager. These systems use the customers' rules to automate credit
and purchasing decisions, respectively, using internal and external information,
including D&B's predictive scores. Supplier Evaluation and Management Services
provide information and analyses that help customers identify suppliers and
assess the risk of doing business with them. Through alliances being developed
with major business application software providers, Software Partner Marketing
can cleanse, consolidate and migrate legacy customer and vendor data to a
business's new enterprise application system, as well as provide real-time,
online access to D&B information. Internet Access allows customers to access D&B
information directly from D&B's Web site using secure transaction services and
from the Web sites of certain third parties. D&B is also developing custom
access to its databases via customers' Intranets.
Value-Added Products, while a market leader in its industry, faces
competition from various information services and software providers.
Credit Information Services
D&B provides business credit information on more than 11 million U.S.
businesses. Its core credit information is available through a variety of
company-specific reports, including the Business Information
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Report, Payment Analysis Report, Alert Services and business reference
directories. Customers can access this information via D&B's Web site, personal
computer, mail, telephone, fax and customized connections between D&B and a
customer's computer systems. Credit Information Services also distributes its
products via a number of other firms, including leading vendors of online
information services and the Web sites of certain third parties.
The Business Information Report contains commercial credit information that
may include the D&B Rating, PAYDEX Score, financials, summary information,
public record data and payment history. The Payment Analysis Report provides
information on a company's payment record and includes the PAYDEX Score,
historical trends and industry comparisons. Alert Services provide businesses
with the ability to monitor accounts or their portfolio for significant changes
that could impact a customer, supplier or partner. The Dun & Bradstreet
Reference Book of American Business contains approximately 3.4 million business
listings in the United States and Puerto Rico.
Customers use D&B's Credit Information Services to extend commercial
credit, approve loans and leases, underwrite insurance, evaluate vendors, and
make other financial and risk assessment decisions. D&B's largest customers for
this information are major manufacturers and wholesalers, insurance companies,
banks, and other credit and financial institutions.
Traditionally, Credit Information Services were offered pursuant to an
annual contract requiring a minimum volume commitment. In January 1998, D&B
began to offer customers a choice of how to pay for these services. Customers
can now continue to commit to a standard, annual discounted contract or opt for
a flexible, monthly, pay-as-you-go discount plan, with no minimum usage
requirement.
Credit Information Services is the leading commercial credit-reporting
agency in the United States. However, it faces competition from in-house
operations of the businesses it seeks as customers and from other general and
specialized credit reporting agencies and other information services providers.
It believes the principal attributes in judging the competition are information
quality, availability, service and price.
Marketing Information Services
Marketing Information Services provides business-to-business marketing
information and analysis. This information is derived from D&B's database of
information on more than 48 million businesses in 200 countries. The information
is delivered in print, on diskette, magnetic tape and CD-ROM, through online
information services and other third parties, and via D&B's Web site and the Web
sites of certain third parties. These products and services help businesses
conduct market segmentation, customer profiling, prospect selection and
marketing list development.
Market Data Retrieval ("MDR") offers marketing information that helps
businesses sell to the education market. MDR's database includes information on
course offerings, facilities and more than 4 million educators in 250,000
pre-school, elementary, secondary and higher educational institutions and
libraries in the United States and Canada.
Marketing Information Services, while a market leader in its industry,
faces competition from data providers who have competitive distribution
channels, delivery formats and data quality.
Receivable Management Services
Receivable Management Services ("RMS") provides its customers with a full
range of accounts receivable management services, including third-party
collection of accounts, letter demand services and receivables management
outsourcing programs. These services substitute and/or enhance its customers'
own internal management of accounts receivable.
RMS services and collects delinquent receivables on behalf of 30,000
customers primarily in the business-to-business market. Principal markets
include insurance, telecommunications, and transportation services. Customers
select the applicable RMS service that best meets their receivable portfolio
needs.
RMS uses the Dun & Bradstreet name to communicate with debtors about
delinquent accounts for collection services. Revenues are generally earned on a
contingent fee basis. Receivables outsourcing programs
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are selected when customers seek to outsource their accounts receivable function
to a third party vendor. Services include debt verification and collection,
customer service functions and analytical reporting.
RMS has sold franchises to third parties, which are given permission to
sell debt collection services under the RMS name. These franchises cover
portions of 27 states. RMS uses franchises to complement its field sales and
telesales forces. These franchises are located in less concentrated markets
where local presence is preferred. RMS continues to be responsible for all
product fulfillment. Customer ownership remains with RMS with franchisees
retaining exclusive access in their markets.
Certain states require licensing for consumer and commercial debt
collection. RMS, and in some instances the individual collectors, must be
licensed in order to conduct business in these states. The laws under which such
licenses are granted generally require annual license renewal and provide for
denial, suspension or revocation for improper actions or other reasons.
Internationally, RMS provides cross-border receivable services in which the
RMS worldwide offices service cross-border claims for one another. This service
has grown significantly, but comprises only 2 percent of RMS' total revenue.
RMS is considered to be a leader in the commercial receivables management
industry in the U.S. There are several consumer collection agencies that have
larger receivables portfolios, particularly health care and credit card
collection providers. The third-party commercial collection market is highly
fragmented with over 5,000 collection agencies. The outsourcing market has
significantly fewer competitors due to the need for larger scale operations by
the receivables providers. Both markets are very price competitive with status
and statistical reporting and speed of service as key qualitative attributes.
DUN & BRADSTREET EUROPE, AFRICA AND MIDDLE EAST AND DUN & BRADSTREET
ASIA-PACIFIC, CANADA AND LATIN AMERICA
Dun & Bradstreet Europe, Africa and Middle East and Dun & Bradstreet
Asia-Pacific, Canada and Latin America ("D&B Europe" and "D&B Asia-Pacific,
Canada and Latin America," respectively) opened their first overseas office in
1857 and today conduct operations in offices and branches located throughout
Europe, Latin America, Africa, the Middle East, Asia, Japan, the Pacific Rim and
Canada.
D&B Europe and D&B Asia-Pacific, Canada and Latin America provide
substantially the same business-to-business credit, marketing and purchasing
information and receivable management services outside the United States as
those provided domestically by D&B U.S. D&B Europe and D&B Asia-Pacific, Canada
and Latin America's major products and services include company-specific
reports, analytical tools to help the customer make better business decisions,
local and international credit-reference publications, marketing publications,
marketing information systems, consumer-credit information, as well as
receivables management services. Customers can access information via D&B's Web
site and the Web sites of certain third parties, personal computer, mail, fax,
CD-ROM, online information services and other third parties.
In 1996, D&B Asia-Pacific, Canada and Latin America reorganized its
operations in Brazil, Mexico, Chile and Venezuela. It continues to provide
cross-border services originating in Latin America through local affiliates,
small local operations centers and an operations center in Florida, and in the
Asia-Pacific region is exploring possible joint venture and distribution
arrangements to leverage its staff and data sourcing and distribution
capabilities.
D&B Europe continues to invest in data systems and is continuing its
rollout to the European market of a new range of cross-border products. D&B
Europe has also continued investing heavily in a new technology platform, which
is expected to result in enhanced product/service flexibility as well as
opportunities to streamline operations.
D&B Europe and D&B Asia-Pacific, Canada and Latin America's operations are
subject to the usual risks inherent in carrying on business in certain countries
outside of the U.S., including currency fluctuations and possible
nationalization, expropriation, price controls, changes in the availability of
data from public sector sources, limits on providing information across borders
or other restrictive governmental actions. Management believes that the risks of
nationalization or expropriation are reduced because its basic service is the
delivery of
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information, rather than the production of products that require manufacturing
facilities or the use of natural resources.
D&B Europe and D&B Asia-Pacific, Canada and Latin America face competition
from banks, consumer information companies, application software developers,
online content providers and in-house operations of businesses as well as direct
competition from businesses providing similar services. D&B Europe is believed
to be the largest single supplier of credit information services in Europe. The
competition is primarily local and there are no competitors offering a
comparable range of global services or capabilities.
MOODY'S INVESTORS SERVICE, INC.
Moody's Investors Service, Inc. ("Moody's") publishes credit opinions on
investment securities, assigning ratings to fixed-income securities and other
credit obligations. It also provides a broad range of business and financial
information. Moody's was founded in 1900. It now employs approximately 600
analysts and has a total of more than 1,500 associates located around the world.
Moody's provides ratings and information on governmental and commercial entities
in over 95 countries. Moody's customers include investors (both institutional
and individual), banks and other financial intermediaries, and a wide range of
corporate and governmental issuers of securities.
Moody's publishes rating opinions on a broad range of credit obligations.
These include various United States corporate and governmental obligations,
Eurosecurities, structured finance securities and commercial paper issues. In
recent years, Moody's has moved beyond its traditional bond ratings activity,
assigning ratings to insurance companies' obligations, bank loans, derivative
product companies, debt, mutual funds and derivatives. At the end of 1997,
Moody's had outstanding ratings on approximately 85,000 corporate and 62,000
public finance obligations. Ratings are disseminated to the public through a
variety of electronic and print media. Detailed descriptions of both the rated
issue and issuer, along with a summary of the rationale for the assignment of
the specific rating, also appear in various Moody's credit research products.
The ratings fees charged to most issuers account for a majority of Moody's
revenues. Therefore, a substantial portion of Moody's revenues is dependent upon
the volume of debt securities issued in the global capital markets.
In addition to revenues from its ratings activities, Moody's derives
revenues from its publication of investor-oriented credit research services to
over 30,000 subscribers globally. Moody's publishes more than 100 research
products, including in-depth research on major issuers, industry studies,
special comments and summary credit opinion handbooks. Product selection
includes insurance, utilities, speculative grade instruments, bank and global
credit research.
Moody's also offers current and historical business and financial
information for investment research and reference uses. Such information is
published in more than 30 different products and services, including in manuals,
handbooks and guides, as well as on CD-ROM and in other electronic formats.
These products and services cover over 20,000 major U.S. and non-U.S. companies,
as well as over 22,000 municipalities and governmental entities and their
securities.
Moody's international operations have continued to grow as a result of the
expansion and development of international debt markets in recent years. Moody's
maintains offices in 12 countries. Moody's non-U.S. operations are subject to
the usual risks inherent in carrying on business in certain countries outside
the U.S., including currency fluctuations and possible nationalization,
expropriation, price controls and/or other restrictive governmental actions.
Management believes that the risks of nationalization or expropriation are
negligible. Moody's international business is not solely dependent on non-U.S.
office staff, as these offices are supported by travel from Moody's
internationally-focused personnel.
Moody's is one of the two largest ratings agencies in the world. Both in
the United States and internationally, competition is increasing as the volume
of ratable credit-sensitive instruments increases and additional ratings
agencies are created or existing agencies enter new markets.
Moody's is registered as an investment advisor under the Investment
Advisers Act of 1940.
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DIRECTORY INFORMATION SERVICES
THE REUBEN H. DONNELLEY CORPORATION
The Reuben H. Donnelley Corporation ("RHD") provides sales, marketing and
publishing services for yellow pages and other directory products for more than
275 directories, operates in 14 states, and is the largest independent marketer
of yellow pages advertising in the United States. RHD serves the yellow pages
marketing needs of over a half million small and medium size businesses and
service organizations that purchase yellow pages advertising.
RHD's telephone company clients include Ameritech advertising services
("Aas"), Bell Atlantic Yellow Pages Company ("Bell Atlantic"), formerly NYNEX
Information Resources Company, Sprint Publishing & Advertising and Centel
Directory Company, both subsidiaries of Sprint Corporation ("Sprint"), in
addition to other smaller telephone companies. RHD's client agreements include
both partnership and agency relationships.
DonTech, a partnership between RHD and Aas, was restructured in August
1997. Under the new structure, DonTech acts as the exclusive advertising sales
agent for Ameritech's printed and Internet directories in Illinois and northwest
Indiana. The restructured partnership continues to be a perpetual partnership.
Under a separate agreement, RHD provides publishing services for Ameritech's
Illinois and northwestern Indiana directories through 2003.
RHD, as sales agent for Bell Atlantic, provides advertising sales services
for directories published in substantially all of New York State. The agreement
continues until 2005.
RHD's relationship with Sprint includes the CenDon partnership agreement
with Centel Directory Company, and related directory contracts with several of
Sprint's operating subsidiaries, to publish, manufacture and distribute
telephone directories in Florida, Nevada, North Carolina and Virginia. RHD, as
sales agent, provides advertising sales and publishing services for Sprint's
directories in the greater Orlando marketplace. Both the CenDon Partnership and
the Sprint sales agency agreements continue until 2004.
RHD's agency relationship with Cincinnati Bell Directory expired in August
1997. RHD launched a proprietary directory operation in Cincinnati, northern
Kentucky and southwest Indiana in September 1997.
In December 1997, RHD sold its proprietary yellow pages directories located
in Delaware, Maryland, New Jersey, Pennsylvania, Virginia and the District of
Columbia to Yellow Book USA L.P. ("Yellow Book"). As part of the asset sale, RHD
assigned to Yellow Book its rights and responsibilities under the C-Don
partnership agreement with Commonwealth Communications, Inc., as well as the
joint venture agreements with North Pittsburgh Telephone Company, Conestoga
Telephone and Telegraph, and Denver and Ephrata Telephone Company in
Pennsylvania. Under a separate five-year agreement, RHD provides publishing
services for the directories purchased by Yellow Book.
RHD also has an agency agreement to provide sales and publishing services
for CFW Telephone Company in Virginia.
RHD's publishing and marketing operations provide a variety of leading-edge
pre-press processes and information management services to produce or support
print and electronic directory products. Core publishing services include
graphics and ad composition, customer order processing, listing database
management, and pagination. RHD provides for both clients and its own
proprietary business some of the most comprehensive capabilities in the
directory information industry, including tools and information to effectively
conduct sales and marketing planning, sales management, sales compensation, and
customer service activities. Publishing operations are based at its facilities
in Raleigh, North Carolina and Dunmore, Pennsylvania. The advanced database
management and publishing systems in Raleigh's state-of-the art facility became
fully operational in 1997.
Competition in the directory industry takes many forms and there is
competition to varying degrees from other yellow pages publishers in some of the
markets that RHD serves, although in most of its markets RHD represents the
leading product in the market. There is also competition for advertising dollars
by newspapers,
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radio, direct mail, online information services and television, and advances in
technology have brought in new industry participants, new products and new
channels. In response, RHD has developed non-traditional relationships with
businesses not formerly associated with the yellow pages industry to develop
revenues from other sources, including the sale of advertising for internet
yellow pages as well as cable television advertising.
The deregulation of the telecommunications industry as a result of the
Telecommunications Act of 1996 is resulting in increased competition for local
telephone service and expanded geographic markets for local telephone service
providers, thereby opening up potential opportunities for directory publishers.
INTELLECTUAL PROPERTY
The Company owns and controls a number of trade secrets, confidential
information, trademarks, trade names, copyrights, patents and other intellectual
property rights which, in the aggregate, are of material importance to the
Company's business. Management of the Company believes that each of the "Dun &
Bradstreet", "Moody's" and "Reuben H. Donnelley" names and related names, marks
and logos are of material importance to the Company. The Company is licensed to
use certain technology and other intellectual property rights owned and
controlled by others, and, similarly, other companies are licensed to use
certain technology and other intellectual property rights owned and controlled
by the Company. The Company considers its trademarks, service marks, databases,
software and other intellectual property to be proprietary and the Company
relies on a combination of copyright, trademark, trade secret, patent,
non-disclosure and contract safeguards for protection.
The names of the Company's products and services referred to herein are
trademarks, service marks or registered trademarks or service marks owned by or
licensed to the Company or one or more of its subsidiaries.
ITEM 2. PROPERTIES
The executive offices of the Company are located at One Diamond Hill Road,
Murray Hill, New Jersey in a property owned by D&B.
The other properties of the Company are geographically distributed to meet
sales and operating requirements worldwide. They are generally considered to be
both suitable and adequate to meet current operating requirements and virtually
all space is being utilized. The principal properties of the Company, by
business segment, are set forth below.
RISK MANAGEMENT SERVICES
Owned properties located within the U.S. total five, consisting of two
buildings in Berkeley Heights, New Jersey, one each in Murray Hill and
Parsippany, New Jersey, and one in New York, New York.
Owned properties located outside the U.S. are located in Melbourne,
Australia; Curitiba, Brazil; Santiago, Chile; Mexico City, Mexico; Caracas,
Venezuela; High Wycombe, England; Lyon, France; Marseille, France; and Milan,
Italy. The operations of this segment are also conducted from 84 leased offices
located throughout the U.S. and 93 leased non-U.S. office locations.
DIRECTORY INFORMATION SERVICES
Operations are conducted from 38 leased locations throughout the U.S.
ITEM 3. LEGAL PROCEEDINGS
The Company and its subsidiaries are involved in legal proceedings, claims
and litigation arising in the ordinary course of business. In the opinion of
management, the outcome of such current legal proceedings, claims and litigation
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.
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Information Resources
In addition to the matters referred to above, 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 the Company, A.C.
Nielsen Company (a subsidiary of ACNielsen) and IMS International, Inc. (a
subsidiary of Cognizant).
The complaint alleges various violations of United States antitrust laws,
including alleged violations of Section 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
claims relate to the acquisition by defendants of Survey Research Group Limited
("SRG"). IRI alleges 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.
On 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 dismissing 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 denying the material
allegations in IRI's complaint, and A.C. Neilsen Company filed a counterclaim
alleging that IRI has made false and misleading statements about its services
and commercial activities. On July 7, 1997, IRI filed an Amended and Restated
Complaint repleading its alleged claim of monopolization in the United States
and realleging its other claims. By notice of motion dated August 18, 1997,
defendants moved for an order dismissing the amended claim. On December 1, 1997,
the Court denied the motion and, on December 16, 1997, defendants filed a
supplemental answer denying the remaining material allegations of the amended
complaint.
IRI's complaint alleges damages in excess of $350 million, which amount IRI
asked to be trebled under antitrust laws. IRI also seeks punitive damages in an
unspecified amount.
In connection with the IRI action, Cognizant, ACNielsen and the Company
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 ACNielsen will assume exclusive liability for IRI Liabilities up
to a maximum amount to be calculated at such time such liabilities, if any,
become payable (the "ACN Maximum Amount"), and that the Company and Cognizant
will share liability equally for any amounts in excess of the ACN Maximum
Amount. The ACN Maximum Amount will be determined by an investment banking firm
as the maximum amount which ACNielsen is able to pay after giving effect to (i)
any plan submitted by such investment bank which is designed to maximize the
claims-paying ability of ACNielsen without impairing the investment banking
firm's ability to deliver a viability opinion (but which will not require any
action requiring stockholder approval) and (ii) payment of related fees and
expenses. For these purposes, financial viability means the ability of
ACNielsen, after giving effect to such plan, the payment of related fees and
expenses and the payment of the ACN Maximum Amount, to pay its debts as they
become due and to finance the current and anticipated operating and capital
requirements of its business, as reconstituted by such plan, for two years from
the date any such plan is expected to be implemented.
Management is unable to predict at this time the final outcome of the IRI
action or whether the resolution of this matter could materially affect the
Company's results of operations, cash flows or financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
9
11
EXECUTIVE OFFICERS OF THE REGISTRANT*
Officers are elected by the Board of Directors to hold office until their
respective successors are chosen and qualified.
Listed below are the executive officers of the registrant at March 20, 1998
and brief summaries of their business experience during the past five years.
NAME TITLE AGE
---- ----- ---
Volney Taylor**............. Chairman of the Board and Chief Executive Officer 58
William F. Doescher......... Senior Vice President and Chief Communications Officer 60
Nancy L. Henry.............. Senior Vice President and Chief Legal Counsel 52
Elahe Hessamfar............. Senior Vice President and Chief Information Officer 44
Frank R. Noonan............. Senior Vice President and President -- The Reuben H. 55
Donnelley Corporation
Peter J. Ross............... Senior Vice President and Chief Human Resources Officer 52
Frank S. Sowinski........... Senior Vice President and Chief Financial Officer 41
Chester J. Geveda, Jr. ..... Vice President and Controller 51
- - ---------------
* Set forth as a separate item pursuant to Items 401(b) and (e) of Regulation
S-K.
** Member of the Board of Directors since December 19, 1984.
Mr. Taylor was elected Chairman of the Board and Chief Executive Officer,
The Dun & Bradstreet Corporation, effective November 1, 1996. He served as
Executive Vice President, The Dun & Bradstreet Corporation, from February 1,
1982 to October 31, 1996. Since January 1, 1991, he has also served as Chairman,
Dun & Bradstreet.
Mr. Doescher was elected Senior Vice President and Chief Communications
Officer, The Dun & Bradstreet Corporation, effective November 1, 1996. Since
April 1992, he has also served as Senior Vice President -- Global
Communications, Dun & Bradstreet. He served as Vice President -- Public
Relations and Advertising, The Dun & Bradstreet Corporation, from April 1983
until October 1996.
Ms. Henry was elected Senior Vice President and Chief Legal Counsel, The
Dun & Bradstreet Corporation, effective March 27, 1997. Prior thereto, she was
with the law firm of Skadden, Arps, Slate, Meagher & Flom from 1980.
Ms. Hessamfar was elected Senior Vice President and Chief Information
Officer, The Dun & Bradstreet Corporation, effective August 18, 1997. Prior
thereto, she served as Chief Information Officer of Turner Broadcasting System
from July 1993 to August 1997. She previously served as Vice President
Information Systems for PAC Bell Directories from May 1987 to July 1993.
Mr. Noonan was elected Senior Vice President, The Dun & Bradstreet
Corporation, and President, The Reuben H. Donnelley Corporation, effective
November 1, 1996. He previously served, until October 1996, as Senior Vice
President, The Dun & Bradstreet Corporation, since February 20, 1995, and as
Chairman, President and Chief Executive Officer, The Reuben H. Donnelley
Corporation, since August 7, 1991 (President), January 1, 1994 (Chief Executive
Officer) and February 20, 1995 (Chairman).
Mr. Ross was elected Senior Vice President and Chief Human Resources
Officer, The Dun & Bradstreet Corporation, effective November 1, 1996. Since
June 1988, he has also served as Senior Vice President -- Human Resources, Dun &
Bradstreet.
Mr. Sowinski was elected Senior Vice President and Chief Financial Officer,
The Dun & Bradstreet Corporation, effective November 1, 1996. He served as
Executive Vice President -- Applications & Alliances, Dun & Bradstreet, U.S.
from November 1996 to December 1997, and as Executive Vice President --
Applications, Mass Marketing & Alliances, Dun & Bradstreet, U.S. from October
1993 to October 1996. Prior
10
12
thereto, he served as Senior Vice President -- Finance & Planning, Dun &
Bradstreet, U.S. from August 1989 to September 1993.
Mr. Geveda was elected Vice President and Controller, The Dun & Bradstreet
Corporation, effective November 1, 1996. Since November 1996, he has also served
as Senior Vice President -- Finance, Dun & Bradstreet. From April 1993 until
October 1996, he served as Senior Vice President -- Finance and Planning, Dun &
Bradstreet, U.S. He had previously served as Senior Vice President -- Finance
and Administration, Dun & Bradstreet Europe, Africa and Middle East, from
September 1990 until March 1993.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Information in response to this Item is set forth under Dividends and
Common Stock Information in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" on Page 34 of the 1997 Annual Report, which
information is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data required by this Item is incorporated herein by
reference to the information relating to the years 1993 through 1997 set forth
in the "Five-Year Selected Financial Data" on Page 56 of the 1997 Annual Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Information in response to this Item is set forth in "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
Pages 29 to 34 of the 1997 Annual Report, which information is incorporated
herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information in response to this Item is set forth in "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
Pages 29 to 34 of the 1997 Annual Report and in Note 5 (Financial Instruments
with Off-Balance Sheet Risks) on Page 44 of the 1997 Annual Report, which
information is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Index to Financial Statements and Schedules on Page 14.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information in response to this Item is incorporated herein by reference to
the section entitled "Election of Directors" in the Company's Proxy Statement
dated March 6, 1998 (as supplemented by the Company's additional proxy materials
dated March 17, 1998) filed with the Securities and Exchange Commission, except
that "Executive Officers of the Registrant" on Pages 10 and 11 of this report
responds to Item 401(b) and (e) of Regulation S-K.
11
13
ITEM 11. EXECUTIVE COMPENSATION
Information in response to this Item is incorporated herein by reference to
the section entitled "Compensation of Executive Officers and Directors" in the
Company's Proxy Statement dated March 6, 1998 (as supplemented by the Company's
additional proxy materials dated March 17, 1998) filed with the Securities and
Exchange Commission.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information in response to this Item is incorporated herein by reference to
the section entitled "Security Ownership of Management and Others" in the
Company's Proxy Statement dated March 6, 1998 (as supplemented by the Company's
additional proxy materials dated March 17, 1998) filed with the Securities and
Exchange Commission.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information in response to this Item is incorporated herein by reference to
the section entitled "Security Ownership of Management and Others" in the
Company's Proxy Statement dated March 6, 1998 (as supplemented by the Company's
additional proxy materials dated March 17, 1998) filed with the Securities and
Exchange Commission.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) List of documents filed as part of this report.
(1) Financial Statements.
See Index to Financial Statements and Schedules on Page 14.
(2) Financial Statement Schedules.
See Index to Financial Statements and Schedules on Page 14.
(3) Exhibits.
See Index to Exhibits on Pages 17 to 19.
(b) Reports on Form 8-K.
Filed December 19, 1997, Item 5. Other Events reported.
(c) Exhibits.
See Index to Exhibits on Pages 17 to 19.
(d) Financial Statement Schedules.
See Index to Financial Statements and Schedules on Page 14.
12
14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
THE DUN & BRADSTREET CORPORATION
(Registrant)
By: /s/ VOLNEY TAYLOR
--------------------------------------
(Volney Taylor,
Chairman and Chief Executive Officer)
Date: March 20, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
/s/ VOLNEY TAYLOR /s/ ROBERT J. LANIGAN
- - --------------------------------------------------- ---------------------------------------------------
(Volney Taylor, (Robert J. Lanigan, Director)
Chairman, Chief Executive Officer
and Director)
/s/ FRANK S. SOWINSKI /s/ VERNON R. LOUCKS JR.
- - --------------------------------------------------- ---------------------------------------------------
(Frank S. Sowinski, (Vernon R. Loucks Jr., Director)
Senior Vice President and
Chief Financial Officer)
/s/ CHESTER J. GEVEDA, JR. /s/ HENRY A. MCKINNELL
- - --------------------------------------------------- ---------------------------------------------------
Chester J. Geveda, Jr. (Henry A. McKinnell, Director)
Vice President -- Controller)
/s/ HALL ADAMS, JR. /s/ JOHN R. MEYER
- - --------------------------------------------------- ---------------------------------------------------
(Hall Adams, Jr., Director) (John R. Meyer, Director)
/s/ CLIFFORD L. ALEXANDER, JR. /s/ JAMES R. PETERSON
- - --------------------------------------------------- ---------------------------------------------------
(Clifford L. Alexander, Jr., Director) (James R. Peterson, Director)
/s/ MARY JOHNSTON EVANS /s/ MICHAEL R. QUINLAN
- - --------------------------------------------------- ---------------------------------------------------
(Mary Johnston Evans, Director) (Michael R. Quinlan, Director)
/s/ RONALD L. KUEHN, JR.
- - ---------------------------------------------------
(Ronald L. Kuehn, Jr., Director)
Date: March 20, 1998
13
15
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
FINANCIAL STATEMENTS:
The Company's consolidated financial statements, the notes thereto and the
related report thereon of Coopers & Lybrand L.L.P., independent accountants, for
the years ended December 31, 1997, 1996 and 1995, appearing on Pages 35 to 56 of
the accompanying 1997 Annual Report, are incorporated by reference into this
Annual Report on Form 10-K (see below). The additional financial data indicated
below should be read in conjunction with such consolidated financial statements.
PAGE
---------------------------
1997 ANNUAL
10-K REPORT
------------ -----------
CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Accountants........................... F-7 35
Statement of Management Responsibility for Financial
Statements................................................ F-7 35
At December 31, 1997 and 1996:
Consolidated Balance Sheets............................... F-9 37
For the years ended December 31, 1997, 1996 and 1995:
Consolidated Statements of Operations..................... F-8 36
Consolidated Statements of Cash Flows..................... F-10 38
Consolidated Statements of Shareholders' Equity........... F-11 39
Notes to Consolidated Financial Statements................ F-12 to F-27 40 to 55
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. F-1 to F-6 29 to 34
Other Financial Information:
Five-Year Selected Financial Data......................... F-28 56
SCHEDULES:
Report of Independent Accountants......................... 15 --
II -- Valuation and Qualifying Accounts for the years
ended December 31, 1997, 1996 and 1995................. 16 --
Schedules other than the one listed above are omitted as not required or
inapplicable or because the required information is provided in the consolidated
financial statements, including the notes thereto.
14
16
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and the Board of Directors of
The Dun & Bradstreet Corporation:
Our report on the consolidated financial statements of The Dun & Bradstreet
Corporation at December 31, 1997 and 1996, and for the years ended December 31,
1997, 1996 and 1995, which report includes an explanatory paragraph regarding
the Company's change in certain revenue recognition accounting policies, has
been incorporated by reference in this Form 10-K from page 35 of the 1997 Annual
Report of The Dun & Bradstreet Corporation. In connection with our audits of
such financial statements, we have also audited the related financial statement
schedule listed in the index on page 14 of this Form 10-K.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.
/s/ COOPERS & LYBRAND L.L.P.
New York, New York
February 13, 1998
15
17
SCHEDULE II
THE DUN & BRADSTREET CORPORATION AND SUBSIDIARIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
- - --------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- - --------------------------------------------------------------------------------------------------------
ADDITIONS
BALANCE CHARGED TO BALANCE
BEGINNING COSTS AND AT END
DESCRIPTION OF PERIOD EXPENSES DEDUCTIONS(A) OF PERIOD
----------- --------- ---------- ------------- -----------
(IN MILLIONS)
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
For the Year Ended December 31, 1997......... $38.1 $27.5 $(22.2) $43.4
===== ===== ====== =====
For the Year Ended December 31, 1996......... $35.7 $25.8 $(23.4) $38.1
===== ===== ====== =====
For the Year Ended December 31, 1995......... $47.8 $35.2 $(47.3) $35.7
===== ===== ====== =====
- - ---------------
NOTE:
(a) Represents primarily the write-off of uncollectible accounts for which a
reserve was provided.
16
18
INDEX TO EXHIBITS
REGULATION S-K
EXHIBIT
NUMBER
- - --------------
(3) Articles of Incorporation and By-laws.
(a) Restated Certificate of Incorporation of The Dun &
Bradstreet Corporation dated June 15, 1988 (incorporated
herein by reference to Exhibit 4(a) to Registrant's
Registration No. 33-25774 on Form S-8 filed November 25,
1988).
(b) By-laws of Registrant dated December 15, 1993 (incorporated
herein by reference to Exhibit E to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1993,
file number 1-7155, filed March 25, 1994).
(4) Instruments Defining the Rights of Security Holders, Including
Indentures.
(a) Credit Agreement, dated as of August 30, 1996, among The Dun
& Bradstreet Corporation, The Borrowing Subsidiaries Party
Hereto, The Lenders Party Hereto, The Chase Manhattan Bank,
Citibank, N.A. and Morgan Guaranty Trust Company of New
York, $1,000,000,000 Revolving Credit and Competitive
Advance Facility (incorporated herein by reference to
Exhibit 4(a) to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1996, file number 1-7155, filed
March 27, 1997). Another Instrument with respect to an issue
of long term debt has not been filed as an exhibit to this
Annual Report on Form 10-K, as the authorized principal
amount of such issue does not exceed 10% of total assets of
registrant and subsidiaries on a consolidated basis. The Dun
& Bradstreet Corporation agrees to furnish a copy of such
instrument to the Commission upon request.
*(b) Notice dated April 10, 1997 of election by The Dun &
Bradstreet Corporation to reduce commitments under
$1,000,000,000 Revolving Credit and Competitive Advance
Facility to $750,000,000.
(10) Material Contracts.
*+(a) Nonfunded Deferred Compensation Plan for Non-Employee
Directors of Registrant, as amended July 16, 1997.
*+(b) Pension Benefit Equalization Plan, as amended July 16, 1997.
*+(c) Profit Participation Benefit Equalization Plan, as amended
and restated effective July 16, 1997.
*+(d) 1982 Key Employees Stock Option Plan for Registrant and
Subsidiaries, as amended July 16, 1997.
*+(e) 1991 Key Employees Stock Option Plan for Registrant and
Subsidiaries, as amended July 16, 1997.
+(f) Form of Limited Stock Appreciation Rights Agreement Relating
to Incentive Stock Options (incorporated herein by reference
to Exhibit 28(f) to Registrant's Registration No. 33-44551
on Form S-8, filed December 18, 1991).
+(g) Form of Limited Stock Appreciation Rights Agreement Relating
to Non-Qualified Stock Options (incorporated herein by
reference to Exhibit 28(g) to Registrant's Registration No.
33-44551 on Form S-8, filed December 18, 1991).
*+(h) Form of Limited Stock Appreciation Rights Agreement Relating
to Stock Options, effective for grants made on and after
November 15, 1996.
*+(i) Key Employees Performance Unit Plan for Registrant and
Subsidiaries, as amended December 17, 1997.
+(j) Corporate Management Incentive Plan, as amended February 19,
1997 (incorporated herein by reference to Exhibit A to
Registrant's Proxy Statement dated March 27, 1997, file
number 1-7155).
17
19
REGULATION S-K
EXHIBIT
NUMBER
- - --------------
*+(k) 1989 Key Employees Restricted Stock Plan for Registrant and
Subsidiaries, as amended July 16, 1997.
*+(l) Forms of Change-in-Control Severance Agreement, as amended
July 16, 1997.
*+(m) Supplemental Executive Benefit Plan, as amended July 16,
1997.
*+(n) Restricted Stock Plan for Non-Employee Directors, as amended
July 16, 1997.
+(o) Executive Transition Plan, as amended February 19, 1997
(incorporated by reference to Exhibit 10(s) to Registrant's
Annual Report on Form 10-K for the year ended December 31,
1996, file number 1-7155, filed March 27, 1997).
*+(p) 1996 The Dun & Bradstreet Corporation Non Employee
Directors' Stock Incentive Plan, as amended December 17,
1997.
*+(q) Special Corporate Management Incentive Plan, adopted
December 17, 1997.
(r) Amended and Restated Agreement of Limited Partnership of D&B
Investors L.P., dated April 1, 1997 (incorporated by
reference to Exhibit 10(u) to Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1997, file
number 1-7155, filed August 14, 1997).
*(s) Amendment No. 1, dated July 14, 1997, to the Amended and
Restated Agreement of Limited Partnership of D&B Investors,
L.P., dated April 1, 1997.
(t) Agreement to Retire General Partner Interest dated October
21, 1996 by and between D&B Investors L.P. and IMS America,
Ltd. (incorporated by reference to Exhibit 10(w) to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996, file number 1-7155, filed March 27,
1997).
(u) Distribution Agreement dated as of October 28, 1996, among
the Company, Cognizant Corporation and ACNielsen Corporation
(incorporated by reference to Exhibit 10(x) to Registrant's
Annual Report on Form 10-K for the year ended December 31,
1996, file number 1-7155, filed March 27, 1997).
(v) Tax Allocation Agreement dated as of October 28, 1996, among
the Company, Cognizant Corporation and ACNielsen Corporation
(incorporated by reference to Exhibit 10(y) to Registrant's
Annual Report on Form 10-K for the year ended December 31,
1996, file number 1-7155, filed March 27, 1997).
(w) Employee Benefits Agreement dated as of October 28, 1996,
among the Company, Cognizant Corporation and ACNielsen
Corporation (incorporated by reference to Exhibit 10(z) to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996, file number 1-7155, filed March 27,
1997).
(x) Indemnity and Joint Defense Agreement dated as of October
28, 1996, among the Company, Cognizant Corporation and
ACNielsen Corporation (incorporated by reference to Exhibit
10(aa) to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1996, file number 1-7155, filed
March 27, 1997).
18
20
REGULATION S-K
EXHIBIT
NUMBER
- - --------------
*(13) Annual Report to Security Holders.
1997 Annual Report
*(18) Letter Re Change in Accounting Principles.
*(21) Subsidiaries of the Registrant.
List of Active Subsidiaries as of January 31, 1998
*(23) Consents of Experts and Counsel.
Consent of Coopers & Lybrand L.L.P.
*(27) Financial Data Schedule.
- - ---------------
* Filed herewith.
+ Represents a management contract or compensatory plan.
19