SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(MARK ONE)
{X} ANNUAL REPORT PURSUANT TO SECTION 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
{ } TRANSITION REPORT PURSUANT TO SECTION 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 001-12275
COGNIZANT CORPORATION SAVINGS PLAN
COGNIZANT CORPORATION
200 NYALA FARMS, WESTPORT, CT 06880
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Compensation and Benefits Committee of the Cognizant Corporation has duly caused
this annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
Cognizant Corporation Savings Plan
(Name of Plan)
/s/James C. Malone
---------------------
(Signature)
James C. Malone
Senior Vice President - Finance & Controller
June 29, 1998
<PAGE>
COGNIZANT CORPORATION SAVINGS PLAN
DECEMBER 31, 1997
TABLE OF CONTENTS
PAGE (S)
Report of Independent Accounts. . . . . . . . . . .. . . . 4
Financial Statements:
Statement of Net Assets Available for Benefits as of December 31, 1997. 5
Statement of Net Assets Available for Benefits as of December 31, 1996 6
Statement of Changes in Net Assets Available for Benefits for the
year ended December 31, 1997.. . . . . 7 - 8
Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . 9 - 12
Supplemental Schedules:
Item 27a: Schedule of Assets held for Investment Purposes. . . . 13
Item 27d: (Part I) Schedule of Reportable Individual
Transactions by Issue 14
Item 27d: (Part II) Schedule of Reportable Cumulative
Transactions by Issue 15
Exhibit Index. . . . . . . . . . . . . . . . . . . . . . . . . . 16
Exhibit 23 -- Consent of Independent Accountants. . . . . . . . . . . . . 17
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Compensation and Benefits Committee of the Board of Directors of
Cognizant Corporation:
We have audited the accompanying statements of net assets available for
benefits of the Cognizant Corporation Savings Plan ( the "Plan") as of December
31, 1997 and 1996 and related statement of changes in net assets available for
benefits for the year ended December 31, 1997. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
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 financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan as
of December 31, 1997, and 1996, and the changes in net assets available for
benefits for the year ended December 31, 1997 in conformity with generally
accepted accounting principles.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The Fund Information
in the statement of net assets available for benefits as of December 31, 1997
and 1996 and the statement of changes in net assets available for benefits for
the year ended December 31, 1997 is presented for the purposes of additional
analysis rather than to present the net assets available for benefits and
changes in net assets available for benefits of each fund. The supplemental
schedules and Fund Information have been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
New York, New York
June 29, 1998
<PAGE>
<TABLE>
COGNIZANT CORPORATION SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
AS OF DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)
<CAPTION>
Small
Cognizant Dun & Company
Common Fixed Bradstreet Equity International Balanced
Equity Stock Fund Income Legacy Index Equity Index Index Loan
Total Index Fund Fund Fund Fund Fund Fund Fund
----------- ------------ ----------- --------- ------------ ---------- -------------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments at fair
value $138,279 $63,753 $8,392 $42,691 $3,693 $7,290 $3,368 $4,515 $4,577
Interfund
receivable/(payable) - (22) 1 3,677 (3,693) 1 (4) 40
receivable/(payable
Loan and interest
receivable/(payable) 6 13 10 (19) 8 9 (15)
Receivables:
Members contributions 637 260 88 169 62 29 29
Company contributions 216 98 30 57 17 8 6
Dun & Bradstreet
Profit Participation
Plan 21 11 10
------------ --------- ---------- ------- -------- ---------- ---------- ----------- -------
Net assets available
for benefits $139,159 $64,113 $8,521 $46,585 $0 $7,378 $3,401 $4,599 $4,562
============ ========== ========== ========= ======== ========== ========== =========== ========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
COGNIZANT CORPORATION SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
AS OF DECEMBER 31, 1996
(DOLLARS IN THOUSANDS)
<CAPTION>
Small
Cognizant Dun & Company
Common Fixed Long Term Bradstreet Equity International Balanced
Equity Stock Fund Income Bond Legacy Index Equity Index Index Loan
Total Index Fund Fund Fund Fund Fund Fund Fund Fund
--------- ----------- ----------- -------- ---------- --------- --------- ------------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments at fair
value $89,451 $37,580 $332 $32,227 $7,894 $11,297 $121
Interfund
receivable/(payable) - (955) 1,837 5,574 (7,889) (1,786) $1,079 $758 $1,382
Loan and interest
receivable/(payable) 22 33 48 86 (5) (14) (126)
Receivables:
Members Contributions 247 174 73
Company Contributions 81 56 25
Dun & Bradstreet
Profit Participation
Plan 8,969 4,252 901 4 3,812
-------- -------- ------ -------- --------- ------- -------- ---------- --------- ------
Net assets available
for benefits $98,770 $41,140 $2,315 $38,788 $ $9,501 $1,079 $ 758 $ 1,382 $3,807
========== ========== ======= ======== ========= ======= ========= ========== ========= ======
<FN>
The accompanying notes are an
integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
COGNIZANT CORPORATION SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)
<CAPTION>
Small
Cognizant Dun & Company
Common Fixed Long Term Bradstreet Equity International Balanced
Equity Stock Fund Income Bond Legacy Fund Index Equity Index Index Loan
Total Index Fund Fund Fund Fund Fund Fund Fund
--------- ---------- --------- -------- ---------- ---------- ---------- ------------- --------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets
Attributed to:
Transfer (to) from Other
Trustees $(2,138) (2,136) $(845) $842 $(2) $3
Investment income:
Net realized appreciation 7,622 1,494 $49 1 5,892 $40 $52 $94
Net unrealized
appreciation/(depreciation)14,004 15,148 1,606 (3,690) 685 (114) 369
Interest and dividendincome 3,262 84 25 2,473 148 138 39 26 67 262
-------- -------- -------- -------- ------ ------- --------- ---------- ------- -----
Total investment income 24,888 16,726 1,680 2,473 149 2,340 764 (36) 530 262
--------- -------- -------- -------- ----- ------- --------- ---------- ------- -----
Interest on membersloans 319 138 50 111 9 6 5
Repayment of members
loans 3 1,024 297 771 70 40 47 (2,246)
Contributions:
Members 4,736 2,160 680 1,428 9 224 137 98
Company 14,264 6,594 2,026 4,064 5 (13) 706 457 425
Rollover 2,652 1,014 362 502 20 250 280 224
---------- -------- -------- ------- ---- ------- --------- ---------- ------- ------
Total Contributions 21,652 9,768 3,068 5,994 34 (13) 1,180 874 747
---------- -------- -------- ------- ---- ------- --------- ---------- ------- ------
Total additions 43,724 25,520 5,095 8,504 1,025 2,325 2,023 884 1,329 (1,981)
---------- -------- -------- ------- ---- ------- --------- ---------- ------- -------
<FN>
Continued
</FN>
</TABLE>
<PAGE>
<TABLE>
COGNIZANT CORPORATION SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997 (Continued)
(DOLLARS IN THOUSANDS)
<CAPTION>
Small
Cognizant Dun & Company
Common Fixed Long Term Bradstreet Equity International Balanced
Equity Stock Income Bond Legacy Fund Index Equity Index Index Loan
Total Index Fund Fund Fund Fund Fund Fund Fund Fund
---------- ------------ ---------- -------- ----------- ----------- --------- ------------ --------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Deductions from net
assets attributed to:
Benefits paid to
members $(4,335) $(2,139) $(178) $(1,384) $(70) $(437) $(66) $(42) $(19)
Loans to
members - (1,170) (186) (1,009) (257) (55) (34) (25) 2,736
---------- ---------- -------- --------- -------- ------- ------- ------- ---------- ------
Total
deductions (4,335) (3,309) (364) (2,393) (70) (694) (121) (76) (44) 2,736
---------- ----------- ------- ---------- --------- -------- ------- -------- ---------- ------
Net increase prior to
interfund transfers 40,389 22,211 4,731 6,111 955 1,631 1,902 808 1,285 755
Interfund transfers -
net - 762 1,475 1,686 (955) (11,132) 4,397 1,835 1,932
net.................
--------- -------- -------- -------- --------- --------- ------- -------- -------- ------
Net increase 40,389 22,973 6,206 7,797 (9,501) 6,299 2,643 3,217 755
Net assets available
for benefits:
Beginning of period 98,770 41,140 2,315 38,788 9,501 1,079 758 1,382 3,807
---------- ----------- --------- ---------- --------- -------- --------- ------- --------- ------
End of Year $139,159 $64,113 $8,521 $46,585 $ - $ - $7,378 $3,401 $4,599 $4,562
========== =========== ========= ========= ========= ======== ========= ======== ========= ======
<FN>
The accompanying notes are an integral part of these financial statements
</FN>
</TABLE>
<PAGE>
COGNIZANT CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 -- DESCRIPTION OF THE PLAN
On November 1, 1996 (the "Inception Date"), Cognizant Corporation (the
"Company") began operating as an independent publicly held company as a result
of its spin-off from The Dun & Bradstreet Corporation ("Dun & Bradstreet").
Prior to the spin-off, the Company was owned by Dun & Bradstreet. As of the
Inception Date the Company adopted the Cognizant Corporation Savings Plan (the
"Plan") for the benefit of the Company employees who were members in the Dun &
Bradstreet Profit Participation Plan. On December 20, 1996, Dun & Bradstreet
transferred to the Bankers Trust (the "Trustee") 90% of the account balances
of Company member investments, with the remaining amount transferred on January
7, 1997.
The following description of the Plan provides only general information.
Members should refer to the Plan document for a more complete description of the
Plan's provisions. Information with regard to eligibility, contributions,
distributions, vesting, trustees, withdrawals, restoration, loans, fund
redistribution, and definitions of all terms are contained in that document.
Subsequent Event
On January 15, 1998, the Company announced a plan to separate into two
independent publicly traded companies by distributing shares of IMS Health
Incorporated on June 30, 1998. The transaction as contemplated in January 1998
was subject to numerous conditions, including the receipt of a tax ruling, Board
approval relating to the final terms and other regulatory matters. In connection
therewith, it is anticipated that IMS Health will adopt a new savings plan for
their associates. In connection with the corporate spin-off, assets and
liabilities attributable to the associates of IMS Health may be transferred from
the Plan to the new IMS Health Plan. Concurrent with this transaction, the
Company will change its name to Nielsen Media Research, Inc. and the savings
plan will also be renamed.
General
The Plan is a defined contribution plan available to all U.S. employees
of the Company which have been designated to participate in the Plan. Full-time
and regular part-time employees are eligible to participate in the Plan on the
first month following their first day of employment. Temporary employees who
work at least 1,000 hours in their first year of employment, or any subsequent
calendar year, are also eligible to participate. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").
Contributions
A member may elect to contribute 1% to 16% of compensation. A member may
designate savings as Before-Tax Savings or After-Tax Savings. A member who is a
highly compensated employee may be limited to less than 16% due to the existence
of certain tests required under the Internal Revenue Code (the "Code"). For
1996, the Code limit on Before-Tax contributions was $9,500.
An amount equal to 50% of a member's savings, up to the first 6%, is
matched by the Company. Member savings in excess of 6% are supplemental savings
that are not matched by Company contributions. Matching Company contributions
are invested in the same investment funds as the member's own contributions.
The member's contributions and the Company's matching contributions are
forwarded monthly to the plan trustee.
Member Accounts
Each member's account is credited with the member's contribution and
allocations of the Company's contributions and Plan earnings.
<PAGE>
COGNIZANT CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - - (CONTINUED)
NOTE 1 -- DESCRIPTION OF THE PLAN (CONTINUED)
Vesting
Members are 100% vested in the Company matching contributions after the
third year of employment. Notwithstanding the foregoing statement, a member
becomes fully vested in their Company contribution account upon retirement,
disability, death, or reaching age 65.
Investment Funds
Contributions for member savings shall be invested in selected
investment funds, in multiples of 5%. All dividends and earnings from funds are
reinvested in that same fund. However, dividends paid on common stock in the Dun
& Bradstreet Legacy Fund may be held in a short-term investment fund.
Equity Index Fund -- A fund invested in the common stock of companies
included in the Standard & Poor's 500 Stock Index. There are 3,129 members
invested in this fund.
Cognizant Common Stock Fund -- A fund invested in the common stock of
Cognizant Corporation. There are 1,931 members invested in this fund.
Fixed Income Fund -- A fund invested in guaranteed investment contracts
(GICs) with one or more insurance companies and/or financial
institutions selected by the Company. The insurance companies and/or
financial institutions contract to repay both principal and a specific
rate of return, from 5.98% to 7.30% with maturity dates from March 31
,1998 to October 1, 2003. The average yield for December 31, 1997 and
1996 was 6.64% and 6.34%, respectively. There are no reserves recorded
for the GICs in either 1997 or 1996. The contract values of the
guaranteed investment contracts approximate their fair market value.
There are 2,600 members in this fund.
Dun & Bradstreet Legacy Fund -- A fund consisting of shares of the
Company, Dun & Bradstreet and ACNielsen Corporation common stock. This
fund replaced the Dun & Bradstreet Common Stock Fund in the Profit
Participation Plan of Dun & Bradstreet and represents frozen participant
assets. As of December 31, 1997, assets in this fund have been
transferred to other Funds.
Small Company Equity Index Fund -- A fund invested in common stocks in
the U.S. equity market that are not included in the Standard & Poor's 500 (S&P
500) Stock Index. There are 1,133 members in this fund.
International Equity Index Fund -- A fund invested in a portfolio of
securities traded outside the United States. Investment selections are based on
the Europe, Australia and Far East Index. There are 805 members in this fund.
Balanced Index Fund -- A fund comprised of 60% equity stocks (S&P 500)
and 40% U.S. debt instruments. There are 650 members in this fund.
The following investments represent 5% or more of net assets available
for benefits: (dollar amounts in thousands)
Equity Index Fund 64,113
Fixed Income Fund 46,585
Cognizant Common Stock 8,521
Small Company Equity Index Fund 7,378
<PAGE>
COGNIZANT CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - - (CONTINUED)
NOTE 1 -- DESCRIPTION OF THE PLAN (CONTINUED)
Members Loans
Members may borrow from their fund accounts a minimum of $500 up to a
maximum equal to the lesser of 50 percent of their vested account balance or
$50,000 minus the highest outstanding loan balance they had in the preceding 12
months. Loan transactions are treated as a transfer to (from) the investment
fund from (to) the loan fund. The maximum loan term is 57 months or up to 117
months for the purchase of a primary residence. The loans are secured by the
balance in the members account and bear interest at the prime rate as published
in The Wall Street Journal plus 2%. Principal and interest is paid ratably
through monthly payroll deductions
Payments of Benefits
On termination of service due to death, disability, retirement or other
reasons, a member may elect to receive either a lump sum amount equal to the
value of the member's vested interest in his or her account or, subject to
certain conditions, annual installments over a period not greater than twenty
years.
Members may also elect to defer distributions subject to certain conditions.
Forfeitures
Forfeitures of terminated member's nonvested contributions are applied
to reduce future Company contributions. There were no forfeitures for the year
ended December 31, 1997.
Administrative Expenses
Transaction and investment manager fees for each fund are charged
against the Plan's assets. Trustee fees and other expenses of administering the
Plan are borne by the Company. These fees are netted against net appreciation/
(depreciation) as they are immaterial.
NOTE 2 -- ACCOUNTING POLICIES
The financial statements of the Plan are prepared under the accrual
method of accounting. The Plan's financial statements have been prepared in
conformity with generally accepted accounting principles. 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 and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
investment income and expenses during the reporting period. Actual results could
differ from those estimates.
The Plan provides for various investment options in any combination of
stocks, bonds, fixed income securities, mutual funds, and other investment
securities. Certain investment securities are exposed to various risks, such as
interest rate, market and credit. Due to the level of risk associated with
certain investment securities and the level of uncertainty related to changes in
the value of investment securities, it is at least reasonably possible that
changes in risks in the near term would materially affect members' account
balances and the amounts reported in the statement of net assets available for
benefits and the statement of changes in net assets available for benefits.
The Plan's guaranteed investment contracts are stated at contract
values, which represent the aggregate amount of deposits thereto, plus interest
at the contract rate, less withdrawals. Mutual funds are valued at the net asset
values reported by the funds. Company stock is valued at its quoted market
price. Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
<PAGE>
COGNIZANT CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - - (CONTINUED)
NOTE 3 -- FEDERAL INCOME TAX
The plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended. The Plan obtained its determination letter on
March 19, 1998, in which the Internal Revenue Service stated that the Plan was
in compliance with the applicable requirements of the Internal Revenue Code. The
plan administrator and the Plan's legal counsel believe that the Plan is
currently designated and being operated in compliance with the applicable
requirements of the Internal Revenue Code. Therefore, no provision for income
taxes has been included in the Plan's financial statements.
NOTE 4 -- PLAN TERMINATION
While the Company has not expressed any intent to discontinue its
contributions or terminate the Plan, it is free to do so at any time subject to
the provisions of ERISA and the Code which state that, in such event, all
members of the Plan shall be fully vested in the amounts in their accounts. In
the event of Plan termination, members will become 100% vested in the Company's
contribution portion of their accounts.
NOTE 5 -- RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
(dollar amounts in thousands)
<TABLE>
The following is a reconciliation of net assets available for benefits at
December 31, 1997 and 1996 per the financial statements to the Form 5500:
<CAPTION>
1997 1996
<S> <C> <C>
--------------- ------------
Net assets available for benefits per the financial $139,159 $98,770
statements.............................
Amounts allocated to withdrawing members at............. 438 169
--------------- ------------
Net assets available for benefits per the Form $138,721 $98,939
5500..........................................
--------------- ------------
--------------- ------------
</TABLE>
<TABLE>
<CAPTION>
The following is a reconciliation of benefits paid to members for the year ended
December 31, 1997 per the financial statements to the Form 5500:
1997 1996
<S> <C> <C>
--------------- ------------
Benefits paid to members per the financial $4,410 $16
statements..................................
Amounts allocated to withdrawing members............. 438 169
------------ -------------
Benefits paid to members per the Form $4,848 $185
5500................................................
------------ -------------
------------ -------------
</TABLE>
Amounts allocated to withdrawing members are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
December 31, 1997, but not yet paid as of that date.
<PAGE>
COGNIZANT CORPORATION SAVINGS PLAN
SUPPLEMENTAL SCHEDULE
<TABLE>
Item 27a - Schedule of Assets Held for Investment purposes (dollar amounts in
thousands).
December 31, 1997
<CAPTION>
Description of Asset Cost Fair Value
- - -------------------------------------------------------- ------------ ---------------
<S> <C> <C>
BT Pyramid Directed Account Cash Fund $ 6,630 $ 6,630
BZW Barclays Money Market For EBT 19 19
Wells Fargo Equity Index Fund 31,599 65,308
Wells Fargo U. S. Debt Fund 1,470 1,505
BGI Extended Equity Market Fund 5,533 6,219
BGI EAFE Equity Index Fund 3,308 3,194
Cognizant Corporation Common Stock 6,790 8,435
Guaranteed Investment Contracts
Allstate Rate 6.88% - Matures on 6/30/2001 2,349 2,349
John Hancock - Rate 5.98% Matures on 10/1/1998 1,641 1,641
John Hancock - Rate 6.22% Matures on 4/3/2000 2,061 2,061
John Hancock - Rate 6.12% Matures on 4/2/2001 2,015 2,015
Metropolitan Life - Rate 6.20% Matures on 10/1/1999 2,559 2,559
Metropolitan Life - Rate 7.30% Matures on 4/1/1999 2,843 2,843
Metropolitan Life - Rate 6.15% Matures on 10/1/2000 997 997
Metropolitan Life - Rate 6.75% Matures on 10/2/2000 2,385 2.385
New York Life - Rate 7.19% Matures on 10/1/1999 1,653 1,653
New York Life - Rate 6.25% Matures on 4/3/2000 1,532 1,532
New York Life - Rate 7.17% Matures on 10/1/2003 7,856 7,856
Principal Mutual - Rate 5.35% Matures on 3/31/1998 937 937
Principal Mutual - Rate 6.09% Matures on 9/30/1998 1,476 1,476
Principal Mutual - Rate 7.24% Matures on 9/30/1999 1,603 1,603
Principal Mutual - Rate 6.40% Matures on 10/1/2000 2,314 2,314
Principal Mutual - Rate 7.22% Matures on 9/30/2003 8,186 8,186
Member Loans 4,572 4,572
------------ ---------------
Total Investments $ 97,826 $ 138,279
-------- ---------
</TABLE>
<PAGE>
COGNIZANT CORPORATION SAVINGS PLAN
SUPPLEMENTAL SCHEDULE
<TABLE>
Item 27d (Part I) - Schedule of 5% Reportable Individual Transactions by Issue
for the year ended December 31, 1997.
<CAPTION>
Purchase/Cost of Selling/ Net Gain or
Asset Fair Value Loss
Security Description of Assets
on
Transaction
- - ------------------------------------- --------------------- ------------- --------------
<S> <C> <C> <C>
BT Pyramid Directed Account Cash
Account Fund
Sold on 04/16/1997 11,379,286
Purchased on 04/01/1997
Partn in Group Annuity Contract
GA-30691 with New York Life
Purchased on 04/16/1997
BZW Barclays Money Market for EBT
Sold on 02/07/1997 7,738,000
BT Pyramid Directed Cash Fund
Sold on 02/11/1997 6,333,852
Partn in Group Annuity Contract
GA-24675 with Metropolitan Life
10/01/1990
Purchased on 02/11/1997 6,333,756
BT Pyramid Directed Account Cash
Fund
Purchased on 01/31/1997 6,068,000
Partn in Group Annuity Contract
GA-24675 with Metropolitan Life
10/01/1999
Sold on 04/01/1997 6,008,997
</TABLE>
<PAGE>
COGNIZANT CORPORATION SAVINGS PLAN
SUPPLEMENTAL SCHEDULE
<TABLE>
Item 27d (Part II) - Schedule of 5% Reportable Cumulative Transactions by Issue
for the year ended December 31, 1997.
<CAPTION>
Disposed Acquired
Security Description Sales Proceeds Gain/(Loss) Purchases Cost
- - -------------------------------- ------- ------------- --------------- ------------ -------------------
<S> <C> <C> <C> <C> <C>
BT Pyramid Directed Account
Cash Funds 258 59,589,430 407 61,087,254
Cognizant Corporation
Outstanding Loans 12/31/1999 69 2,023,695 18 6,479,160
BZW Barclays Money market For
EBT 16 8,961,000 208 1,095,158
Wells Fargo Equity Index 8 3,362,769 1,372,518 35 12,263,361
BZW Equity Index Fund 23 6,420,435 212,494 41 6,160,272
BGI Xtended Equity Market Fund
2 113,001 15,265 20 5,567,993
Cognizant Corp Com 27 7,516,258 3,287,467 31 7,049,260
Dun & Bradstreet Corp Com 23 4,895,526 2,284,569
Partn in Group Annuity
Contract GA-24675 with
Metropolitan Life 10/01/1999
18 6,707,315 18 8,774,430
Principal Mutual GAC # 26120
12 1,193,757 22 9,380,028
Partn in Group Annuity
Contract GA-30691 with New
York Life 6.750% 10/02/2000
12 1,519,140 9 9,375,046
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- - ---------------- -----------------------------------------------------
EX - 23 Consent of Independent Accountants
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of Cognizant Corporation on Form S-8 (File No. 333-13889) of our
report dated June 26, 1998 on our audits of the financial statements and
supplementary schedules of the Cognizant Corporation Savings Plan as of December
31, 1997 and 1996 and for the year ended December 31, 1997, which report is
included in this Annual Report on Form 11-K.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
New York, New York
June 29, 1998
