<PAGE>   1
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ---------

                                   FORM 10-K

(MARK ONE)

  /X/   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
------  EXCHANGE ACT OF 1934

        FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996

  / /   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
------  EXCHANGE ACT OF 1934

        FOR THE TRANSITION PERIOD FROM            TO            .
                                       ----------    -----------

                        COMMISSION FILE NUMBER 001-12277


                             ACNIELSEN CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                 DELAWARE                               06-1454128
        (STATE OF INCORPORATION)           (I.R.S. EMPLOYER IDENTIFICATION NO.)


177 BROAD STREET, STAMFORD, CONNECTICUT                    06901
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                 (ZIP CODE)

      Registrant's telephone number, including area code: (203) 961-3000.

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                        NAME OF EACH EXCHANGE
TITLE OF EACH CLASS                                      ON WHICH REGISTERED
-------------------                                     ---------------------
Common Stock, par value $.01 per share..................New York Stock Exchange
Preferred Share Purchase Rights.........................New York Stock Exchange

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                                      None

        Indicate by check mark whether the registrant (1) has filed all reports
required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements
for the past 90 days. Yes  X   No
                          ---     ---

        Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  X
                             ---

        As of January 31, 1997, 56,903,732 shares of Common Stock of ACNielsen
Corporation were outstanding. The aggregate market value of the shares of
Common Stock held by nonaffiliates of the registrant (based upon its closing
transaction price on the Composite Tape on such date) was approximately $929
million. *                                                       (Continued)
================================================================================
* Calculated by excluding all shares held by executive officers and directors
  of the registrant, without conceding that all such persons are affiliates of
  the registrant for purposes of the Federal securities laws.
<PAGE>   2
                      DOCUMENTS INCORPORATED BY REFERENCE

<TABLE>
<S>             <C>                                             <C>
PART I
------
ITEM 1          - Business                                      Page 45, Note 16, Operations by
                                                                Geographic Area, of the 1996
                                                                Annual Report.

PART II
-------
ITEM 5          - Market for the Registrant's Common            Page 27, Management's Discussion and
                  Equity and Related Stockholder                Analysis, of the 1996 Annual Report.
                  Matters

ITEM 6          - Selected Financial Data                       Page 46, Summary Financial Data, of the
                                                                1996 Annual Report.

ITEM 7          - Management's Discussion and Analysis          Pages 23 to 27, Management's Discussion
                  of Financial Condition and Results of         and Analysis, of the 1996 Annual Report.
                  Operations

ITEM 8          - Financial Statements and Supplementary        Pages 29 to 46 of the 1996 Annual Report.
                  Data

PART III
--------
ITEM 10         - Directors and Executive Officers of the       Pages 5 to 8 of the Company's Proxy
                  Registrant                                    Statement dated March 11, 1997.

ITEM 11         - Executive Compensation                        Pages 15 to 27 of the Company's Proxy
                                                                Statement dated March 11, 1997.

ITEM 12         - Security Ownership of Certain Beneficial      Pages 2 to 4 of the Company's Proxy
                  Owners and Management                         Statement dated March 11, 1997.

ITEM 13         - Certain Relationships and Related             Page 26 of the Company's Proxy
                  Transactions                                  Statement dated March 11, 1997.
</TABLE>

                                   ---------

              The Index to Exhibits is located on Pages 19 and 20.
<PAGE>   3
                                     PART I

         As used in this report, except where the context indicates otherwise,
the terms "Company" and "ACNielsen" mean ACNielsen Corporation and all
subsidiaries consolidated in the financial statements incorporated herein by
reference.

ITEM 1. BUSINESS

GENERAL

         ACNielsen Corporation began operating as an independent, publicly-held
company on November 1, 1996 (the "Distribution Date") as a result of the
distribution (the "Distribution") on that date by The Dun & Bradstreet
Corporation ("D&B") of the Company's $.01 par value Common Stock, at a
distribution ratio of one share of the Company for three shares of D&B. As part
of a reorganization of its businesses, D&B also distributed all of the
outstanding common stock of Cognizant Corporation ("Cognizant") on the
Distribution Date.

         ACNielsen Corporation, which has its headquarters in Stamford,
Connecticut, was incorporated in the State of Delaware on April 30, 1996 as a
wholly-owned subsidiary of D&B for the purpose of effecting the Distribution.
ACNielsen Corporation operates principally through subsidiaries and the Company
generally is comprised of the former D&B businesses that deliver market
research, information and analysis to the worldwide consumer products and
services industries.

DESCRIPTION OF BUSINESS

         ACNielsen is a global leader in delivering market research, information
and analysis to the consumer products and services industries. ACNielsen
services are offered in over 90 countries around the globe. ACNielsen provides
its clients with market research, information and analysis for understanding and
making critical decisions about their products and their markets. ACNielsen also
conducts media measurement and related businesses, including its television
audience measurement business which operates outside the U.S. and Canada.

         ACNielsen operates outside the United States through a number of
subsidiaries, affiliates and joint ventures, including ACNielsen*SRG, the
largest provider of market research services in the Asia Pacific region, and ANR
in Eastern Europe. In 1996, nearly 80% of ACNielsen's revenues were generated
outside the United States.

         ACNielsen operates across a wide spectrum of research services. These
services generally fall into four categories: Retail Measurement Services,
Customized Research Services, Media Measurement Services and Consumer Panel
Services.

         ACNielsen also offers its customers, through a wide range of modeling
and analytic services, custom-tailored insights into complex marketing issues.
Typical assignments range from marketing-mix modeling to category management
analysis, including topics as diverse as pricing strategy, consumer driven
market structure, variety management, outlet switching and promotion tactics.

         ACNielsen's clients include retailers, brokers and distributors of
retail information, manufacturers of consumer packaged goods and other products,
and companies operating in various service industries (including financial
services, telecommunications, advertising, television and radio broadcasting,
and publishing).

         ACNielsen operates in one industry segment, Market Research,
Information and Analysis Services. The approximate revenues attributable to each
type of service provided by ACNielsen were as follows for the periods shown (in
millions of dollars):

<TABLE>
<CAPTION>
                                                  Year ended December 31,
                                          --------------------------------------
                                           1996            1995            1994
                                          ------          ------          ------
<S>                                       <C>             <C>             <C>
Retail Measurement .....................  $  974          $  938          $  912
Customized Research ....................     188             172              58
Media Measurement ......................     114              99              67
Consumer Panel .........................      83              72              55
                                          ------          ------          ------
         Total .........................  $1,359          $1,281          $1,092
                                          ======          ======          ======
</TABLE>


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         The number of full-time equivalent employees of the Company at December
31, 1996 was approximately 18,100. Of this number, approximately 2,200 full-time
equivalent employees are located in the United States, and none of these are
represented by labor unions. ACNielsen's non-U.S. employees are subject to
numerous labor council relationships which vary due to the diverse cultures in
which ACNielsen operates. Management believes that labor relations generally are
satisfactory and have been maintained in a normal and customary manner.

RETAIL MEASUREMENT SERVICE

         Through its Retail Measurement Services, the cornerstone of ACNielsen's
business, the Company delivers quality data to customers on product movement and
related causal information on six continents. Introduced in 1933, ACNielsen's
original Food and Drug Indexes soon became the industry measurement tool for
understanding the dynamics of product sales. Over the years, technology has
dramatically improved ACNielsen's ability to collect and analyze information
from retailers and consumers. The availability of scanning technology in retail
outlets in many countries around the world has broadened both the scope and
capabilities of ACNielsen's original retail indexes.

         ACNielsen's Retail Measurement Services are available in over 65
countries. Retail Measurement Services include scanning and retail audit
services, account level reports, information delivery, merchandising and 
category management services and marketing and sales applications, along with 
modeling and analytic services.

Scanning

         Using the bar codes printed on products and scanners installed in
retail outlets, ACNielsen gathers information weekly from stores in the United
States and certain countries in Europe, Latin America and Asia Pacific.
ACNielsen's customers can monitor performance trends and evaluate price and
promotion effectiveness by tracking and forecasting non-promoted as well as
promotional product movement.

         ACNielsen offers its customers a number of additional services to
enhance each customer's understanding of its markets. Among these are services
reporting data by customer-defined markets, services aggregating consumer data
in multiple channels, and services disaggregating data to satisfy particular
needs of customers.

Retail Audit

         Because scanning data is available only in certain industry sectors and
in certain countries, retail audit remains a valuable source of market
information as a basic measurement tool and as a supplement to scanning data.
Retail audit involves the continuous measurement by ACNielsen field auditors of
product and category performance in the retail trade, and reporting to clients
on sales, distribution, stocks, price and other measures which assist them in
marketing and trade negotiations.

         Retail Audit is divided into industry segments, traditionally called
Indexes. The Food Index is generally the largest, but there are also Health and
Beauty, Durables, Confectionery, Liquor, Cash & Carry, plus a number of local
country Indexes.

In-Store Observation

         ACNielsen field auditors collect data on where products are located in
stores, how many facings they have, and on which shelf they are positioned, etc.
(broken down by store type, store size and geographic region). ACNielsen also
collects causal data (information that impacts sales). These data add to market
insights and help to monitor the implementation of retailer/manufacturer
promotional agreements in terms of numeric distribution, space allocation and
promotional execution.

Levels of Information

         ACNielsen provides information and insight to customers from a macro to
a micro level. Whether on a country, market or individual retailer level,
ACNielsen measures the competitive environment in which manufacturers and
retailers conduct business. In some countries ACNielsen also provides store
census data which allow retailers and manufacturers to understand consumer
behavior within a specific store or group of stores as well as within a retail
trading area or market.

         ACNielsen's account-specific information provides sales and marketing
managers with a comprehensive array of retailer-specific sales and merchandising
information, producing reports of product and category performance that
encompass an organization's own brands as well as competing brands.


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         On a global basis, ACNielsen sells and provides its multi-national
customers international reports within and across country boundaries. Products
include an International Database (periodic reports of a multi-country retail
database) and an International Market Report (a one-time report on a market and
its competitive environment).

Delivery of Information

         ACNielsen converts the data which it collects into insights yielding
competitive advantage for its clients. These include multi-dimensional
reporting, analytical modeling, data navigation and expert systems tools, with
services offered in over 65 countries. ACNielsen delivers its information to
customers via on-line services and reports on paper, CD-ROM, tape and diskette.

         The ACNielsen INF*ACT Workstation is a tightly integrated Windows-based
analytical and applications development tool set used worldwide by ACNielsen's
customers. Employing on-line analytical processing capabilities, the Workstation
enables organizations to access and analyze a wide range of corporate and
syndicated information.

         ACNielsen also offers a series of Windows-based intelligent business
applications that can enhance the ACNielsen INF*ACT Workstation functionality,
giving organizations the ability to plan, analyze and execute successful
marketing and sales programs. Among these applications are Opportunity Explorer,
Executive Spotlight, Business Review, Trade Manager, Category Manager, Promotion
Optimizer, BrandView and BrandTrack.

         In addition, ACNielsen offers merchandising tools through the SPACEMAN
portfolio of products and the PRICEMAN products.

CUSTOMIZED RESEARCH SERVICES

         Customized Research Services are used by manufacturers, retailers,
financial institutions and other service organizations that seek to understand
the position of their current, new and proposed products and services in the
marketplace. With customized research capabilities in more than half of the
countries in which it operates, ACNielsen is well-positioned to offer its global
retail measurement clients, including both manufacturers and retailers, consumer
insights from customized research as well as to understand dynamic new markets
such as entertainment, fast foods, financial services and telecommunications.

         In addition to services at the country level, through ACNielsen*SRG,
ACNielsen offers multi-country customized studies at both the regional and
global levels. ACNielsen*SRG, has specialist offices in Hong Kong, London, New
York, Tokyo and Singapore, to carry out research in Asia Pacific, Western
Europe, North and South America, the Middle East and Africa.

MEDIA MEASUREMENT SERVICES

         The information produced by Media Measurement Services includes
audience estimates for television, radio and print, plus advertising expenditure
measurement and customized media research. Television and radio ratings and
readership data are utilized by the sellers of programs, sellers of time and
space, advertising media planners and time and space buyers, on behalf of
manufacturers/advertisers and media owners, to determine the best, most
cost-efficient way of reaching their customers.

         ACNielsen's television audience measurement services, which operate
outside the United States and Canada, utilize a representative panel of
households, each with a meter attached to televisions in the household. Viewers
in the household log into the meter whenever they watch TV to record the
identity and viewing times of the programs being viewed. In a few countries
written diaries are used instead of, or in addition to, meters, with viewers
writing the channels, programs and the times watched. As in the case of meter
panels, individual and household figures are projected to represent national
viewing habits.

         ACNielsen's television audience measurement services are operational in
approximately 20 countries. In 1996, ACNielsen launched an electronic meter
service in Shanghai, the first such service introduced in China. Electronic
meter service also began in Ireland during 1996. There are plans to introduce
electronic meters into Indonesia during 1997.

         ACNielsen's advertising expenditure measurement service provides to its
customers, primarily advertising agencies and manufacturers/advertisers,
verification that an individual commercial or commercial campaign ran as
contracted, reports the cost of the manufacturers' own and competitors'
advertisements and alerts users to new, competitive ad campaigns.


                                       3
<PAGE>   6
         In connection with the Distribution, ACNielsen entered into the TAM
Master Agreement (the "TAM Master Agreement") with Cognizant relating to the
conduct of the television audience measurement business (the "TAM Business").
See "Tam Master Agreement" below for further information on the TAM Master
Agreement.

CONSUMER PANEL SERVICES

         Consumer Panel Services help organizations achieve competitive
advantage by applying consumer insights resident in the ACNielsen consumer panel
database. With a comprehensive portfolio of tools for reporting and analysis,
ACNielsen measures the multi-faceted dynamics of consumer behavior across all
outlets including: consumer demographics, percentage of households purchasing,
quantity purchased, frequency of purchases, shopping trips and shopping
expenditures, products purchased, level of deal sensitivity, price paid, and
attitudinal and usage information.

         In the United States, the ACNielsen Consumer Panel, called Homescan,
consists of approximately 40,000 demographically balanced U.S. households that
use hand-held scanners to record every bar-coded item purchased. This panel is
being expanded to approximately 52,000 in 1997. Outside the United States, more
than 60,000 households in 15 countries are included in the ACNielsen consumer
panel databases.

         ACNielsen employs multiple data collection processes throughout the
world. In the United States and several other countries, ACNielsen installs
in-home scanners with which panelists scan items at home as they unpack
purchases from each shopping trip, recording price, promotions and quantity
purchased, as well as the age and gender of the shopper and intended user.
Information detailing each shopping trip is immediately transmitted, via
telephone lines, to ACNielsen.

         Consumer panel applications can be used by both manufacturers and
retailers to understand demographics and purchasing habits of consumers. As with
all information derived from the ACNielsen Consumer Panel, data-capture activity
is from all outlet types including grocery, drug, mass merchandiser and
warehouse clubs. Customers can choose from a wide variety of applications or
analyses, from customized and complex to syndicated and basic. ACNielsen offers
a full suite of syndicated category management applications. These reports give
manufacturers and retailers insights into cross outlet shopping, consumer
loyalty and the value of consumer segments.

         ACNielsen also provides delivery tools that allow marketers to process,
chart and analyze ACNielsen Consumer Panel information quickly and easily. Among
these are CD-ROM tools and Panel*Fact for Windows, which enable managers to
create customized reports to meet their individual analytic needs and to share
data and analyses with various members within an organization.

RELATIONSHIP AMONG ACNIELSEN, D&B AND COGNIZANT AFTER DISTRIBUTION

         Prior to the Distribution, D&B, Cognizant and ACNielsen entered into
certain agreements governing their relationship subsequent to the Distribution
and providing for the allocation of tax, employee benefits and certain other
liabilities and obligations arising from periods prior to the Distribution. The
following description summarizes certain terms of such agreements, but is
qualified by reference to the texts of such agreements which are filed with this
Form 10-K.

DISTRIBUTION AGREEMENT

         D&B, Cognizant and ACNielsen entered into the Distribution Agreement
providing for, among other things, certain corporate transactions required to
effect the Distribution and other arrangements among D&B, Cognizant and
ACNielsen subsequent to the Distribution.

         In particular, the Distribution Agreement defines the assets and
liabilities allocated to and assumed by Cognizant and those allocated to and
assumed by ACNielsen. The Distribution Agreement also defines what constitutes
the "Cognizant Business" and what constitutes the "ACNielsen Business".

         Pursuant to the Distribution Agreement, D&B is obligated to transfer or
cause to be transferred all its right, title and interest in the assets
comprising the Cognizant Business to Cognizant and all its right, title and
interest in the assets comprising the ACNielsen Business to ACNielsen; Cognizant
is obligated to transfer or cause to be transferred all its right, title and
interest in the assets comprising the D&B business to D&B and all its right,
title and interest in the assets comprising the ACNielsen Business to ACNielsen;
and ACNielsen is obligated to transfer or cause to be transferred all its right,
title and interest in the assets comprising the D&B business to D&B and all its
right, title and interest in the assets comprising the Cognizant Business to
Cognizant. All assets were transferred without any representation or warranty,
"as is-where is", and the relevant transferee bears the risk that any necessary
consent to transfer was not obtained. Each party also agreed to exercise its
respective commercially reasonable efforts promptly to


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<PAGE>   7
obtain any necessary consents and approvals and to take such actions as may be
reasonably necessary or desirable to carry out the purposes of the Distribution
Agreement and the other agreements summarized below.

         The Distribution Agreement provides for, among other things,
assumptions of liabilities and cross indemnities designed to allocate generally,
effective as of the Distribution Date, financial responsibility for the
liabilities arising out of or in connection with (i) the Cognizant Business,
including the IMS and Nielsen Media Research businesses, to Cognizant, (ii) the
ACNielsen Business to ACNielsen and (iii) all other liabilities to D&B.

         No party to the Distribution Agreement will have any liability to any
other party for inaccurate forecasts or arising out of any pre-Distribution
arrangement, course of dealing or understanding (other than the Distribution
Agreement or the other agreements as described below) unless such arrangement,
course of dealing or understanding is specifically set forth on a schedule to
the Distribution Agreement.

         The Distribution Agreement includes provisions governing the
administration of certain insurance programs and the procedures for making
claims. The Distribution Agreement also allocates the right to proceeds and the
obligation to incur deductibles under certain insurance policies.

         With respect to transfers contemplated by the Distribution Agreement
which were not effected on or prior to the Distribution Date, the parties are
required to cooperate to effect such transfers as promptly as practicable
following the Distribution Date, and pending any such transfers, to hold any
asset not so transferred in trust for the use and benefit of the party entitled
thereto (at the expense of the party entitled thereto), and to retain any
liability not so transferred for the account of the party by whom such liability
is to be assumed.

         The Distribution Agreement provides that neither D&B, Cognizant nor
ACNielsen will take any action that would jeopardize the intended tax
consequences of the Distribution. Specifically, each of D&B, Cognizant and
ACNielsen agree to maintain its status as a company engaged in the active
conduct of a trade or business, as defined in Section 355(b) of the Internal
Revenue Code, until the second anniversary of the Distribution Date. As part of
the request for a ruling that the Distribution will be tax free for Federal
income tax purposes, ACNielsen represented to the Internal Revenue Service that,
subject to certain exceptions, it has no plan or intent to liquidate, merge or
sell all or substantially all of its assets. As a result, ACNielsen may not
initiate any action leading to a change of control as such action could result
in the foregoing representations, and the ruling based thereon, being called
into question. Accordingly, the acquisition of control of ACNielsen prior to the
second anniversary may be more difficult or less likely to occur because of the
potential substantial contractual damages associated with a breach of such
provisions of the Distribution Agreement.

         Under the Distribution Agreement, each of D&B, Cognizant and ACNielsen
agrees to provide to the other parties, subject to certain conditions, access to
certain corporate records and information and to provide certain services on
such terms as are set forth in a Transition Services Agreement among such
parties.

         The Distribution Agreement also provides that, except as otherwise set
forth therein or in any other agreement, all costs or expenses incurred on or
prior to the Distribution Date in connection with the Distribution will be
charged to and paid by D&B. D&B agreed to be liable for any claims based upon
actual or alleged misstatements or omissions in the Registration Statement on
Form 10 filed with the Securities and Exchange Commission by ACNielsen. Except
as set forth in the Distribution Agreement or any related agreement, each party
shall bear its own costs and expenses incurred after the Distribution Date.

TAX ALLOCATION AGREEMENT

         D&B, Cognizant and ACNielsen entered into a Tax Allocation Agreement to
the effect that D&B will pay its entire consolidated tax liability for the tax
years that Cognizant and ACNielsen were included in D&B's consolidated Federal
income tax return. For periods prior to the Distribution Date, D&B will
generally be liable for state and local taxes measured by income or imposed in
lieu of income taxes. The Tax Allocation Agreement allocates liability to D&B,
Cognizant and ACNielsen for their respective shares of other state and local
taxes as well as any foreign taxes attributable to periods prior to the
Distribution Date, as well as certain other matters.

EMPLOYEE BENEFITS AGREEMENT

         D&B, Cognizant and ACNielsen entered into an Employee Benefits
Agreement (the "Employee Benefits Agreement"), which allocates responsibility
for certain employee benefits matters on and after the Distribution Date.

         The Employee Benefits Agreement provides that (i) ACNielsen will adopt
a new defined benefit pension plan for its U.S. employees (which plan has been
adopted), (ii) D&B will continue to sponsor its plan for the benefit of its U.S.
employees as well as


                                       5
<PAGE>   8
former employees who terminated employment on or prior to the Distribution Date
and (iii) assets and liabilities of the D&B pension plan that are attributable
to ACNielsen employees will be transferred to the new ACNielsen plan.

         The Employee Benefits Agreement provides that D&B will be required to
retain the liability for all benefits under D&B's nonqualified supplemental
pension plans that were vested prior to the Distribution Date, but ACNielsen
will guarantee payment of these benefits to its employees in the event that D&B
is unable to satisfy its obligations.

         The Employee Benefits Agreement also provides that (i) D&B will
continue to sponsor its welfare plans for its employees as well as all former
employees who retired or became disabled on or prior to the Distribution Date,
(ii) as of the Distribution Date, ACNielsen will adopt welfare plans for the
benefit of its employees and (iii) ACNielsen will provide retiree welfare
benefits to its continuing employees who would have been eligible to receive
these benefits from D&B had they retired on or prior to the Distribution Date.
If ACNielsen fails to provide any retiree welfare benefits to its employees who
were eligible to receive benefits from D&B but who did not elect to receive them
from D&B, D&B will provide such employees with the same level of retiree welfare
benefits that it provides to its retirees generally.

         D&B, Cognizant and ACNielsen each generally retain the severance
liabilities of their respective employees who terminated employment prior to the
Distribution Date.

         The Employee Benefits Agreement also sets forth certain provisions with
respect to the adjustment and replacement of D&B stock options and tandem
limited stock appreciation rights outstanding as of the Distribution Date.

         The Employee Benefits Agreement also provides that D&B will generally
retain all employee benefit litigation liabilities that were asserted prior to
the Distribution Date (but not such liabilities that relate to any transferred
retirement and savings plan assets of Cognizant or ACNielsen employees). As of
the Distribution Date, ACNielsen employees generally ceased participation in D&B
employee benefit plans, and ACNielsen will generally recognize, among other
things, its employees' past service with D&B under its employee benefit plans.
Except as specifically provided therein, nothing in the Employee Benefits
Agreement restricts D&B's or ACNielsen's ability to amend or terminate any of
their respective employee benefit plans after the Distribution Date.

INDEMNITY AND JOINT DEFENSE AGREEMENT

         D&B, Cognizant and ACNielsen entered into the Indemnity and Joint
Defense Agreement pursuant to which they agreed (i) to certain arrangements
allocating potential liabilities ("IRI Liabilities") that may arise out of or in
connection with the IRI Action, as defined below in "Item 3, Legal Proceedings",
and (ii) to conduct a joint defense of such action.

         In particular, the Indemnity and Joint Defense Agreement provides that
ACNielsen will assume exclusive liability for IRI Liabilities up to a maximum
amount to be determined at the time such liabilities, if any, become payable
(the "ACN Maximum Amount") and that Cognizant and D&B will share liability
equally for any amounts in excess of the ACN Maximum Amount. The ACN Maximum
Amount will be determined by an investment banking firm as the maximum amount
which ACNielsen is able to pay after giving effect to (i) any plan submitted by
such investment bank which is designed to maximize the claims paying ability of
ACNielsen without impairing the investment banking firm's ability to deliver a
viability opinion (but which will not require any action requiring stockholder
approval), and (ii) payment of related fees and expenses. For these purposes,
financial viability means the ability of ACNielsen, after giving effect to such
plan, the payment of related fees and expenses and the payment of the ACN
Maximum Amount, to pay its debts as they become due and to finance the current
and anticipated operating and capital requirements of its business, as
reconstituted by such plan, for two years from the date any such plan is
expected to be implemented.

         In addition, ACNielsen has agreed to certain restrictions on payments
of dividends and share repurchases above specified levels. ACNielsen also agreed
not to engage in mergers, acquisitions or dispositions, including joint venture
investments, if, after giving effect to any such transaction, ACNielsen would be
unable to meet a specified fixed charge coverage ratio, and, if any such
transaction involves aggregate consideration in excess of $50 million, then
ACNielsen will also be required to receive and to cause to be delivered to
Cognizant and D&B an investment banker's fairness opinion.

         The Indemnity and Joint Defense Agreement also sets forth certain
provisions governing the defense of the IRI Action pursuant to which the parties
agree to be represented by the same counsel. Legal expenses are to be shared
equally by the three parties.


                                       6
<PAGE>   9
TAM MASTER AGREEMENT

         Cognizant and ACNielsen entered into the TAM Master Agreement (the "TAM
Master Agreement") relating to the conduct of the television audience
measurement business (the "TAM Business").

         The TAM Master Agreement, together with certain ancillary trademark and
technology licensing agreements (together with the TAM Master Agreement, the
"TAM Agreement"), provides that Cognizant or a newly established entity will
license to ACNielsen a nonexclusive right to use certain trademarks in
connection with the TAM Business outside the United States and Canada for five
years. Cognizant will also license to ACNielsen a nonexclusive right to use
specified technology in Australia, Ireland and India in connection with the TAM
Business for five years or such longer period as is required to fulfill
contractual obligations existing on the Distribution Date.

         In the event that on or prior to the third anniversary of the
Distribution Date, ACNielsen determines to sell all or substantially all of (i)
its assets or the assets of the TAM Business (as defined in the TAM Master
Agreement), or (ii) its assets that generate more than 50% of the TAM Business,
or ACNielsen takes action to be acquired or is acquired by a third party,
Cognizant will have the right to require ACNielsen to sell all of ACNielsen's
TAM Business to Cognizant at the book value thereof (as calculated in accordance
with the TAM Master Agreement) plus certain transfer costs. In addition, in the
event that prior to the third anniversary of the Distribution Date, ACNielsen
determines to sell all or substantially all of its TAM Business in a particular
country, Cognizant will have the right to require ACNielsen to sell such
business to Cognizant at the book value thereof (as calculated in accordance
with the TAM Master Agreement) plus certain transfer costs.

INTELLECTUAL PROPERTY AGREEMENT

         D&B, Cognizant and ACNielsen entered into an Intellectual Property
Agreement (the "IP Agreement") which provides for the allocation and recognition
by and among these companies of rights under patents, copyrights, software,
technology, trade secrets and certain other intellectual property owned by D&B,
Cognizant or ACNielsen and their respective subsidiaries as of the Distribution
Date. The IP Agreement also contains various provisions governing the future use
of certain trademarks owned by ACNielsen prior to the Distribution Date,
including limitations upon both Cognizant's and ACNielsen's use of the "Nielsen"
name, standing alone or as part of a name describing any new product or service
to be offered. (See Item 1- "Intellectual Property.")

COMPETITION

         ACNielsen has numerous competitors in its various lines of business
throughout the world. Some are large companies with diverse product and service
lines; others have more limited product and service offerings. Competition comes
from companies specializing in marketing research; the in-house research
departments of manufacturers and advertising agencies; retailers selling
information directly or through brokers; information management and software
companies; and consulting and accounting firms.

         In Retail Measurement Services, ACNielsen's principal competitor in the
United States is Information Resources, Inc. (IRI). IRI is also active in
Canada, Europe and Latin America by itself and through joint ventures with GfK
(Germany), Sofres/Secodip (France), Taylor Nelson AGB (U.K.) and other
companies, and is expanding globally.

         In Customized Research Services, a significant competitor is Kantar
which operates globally through BMRB International, Millward Brown International
and Research International.

         In Media Measurement Services, significant competitors include Taylor
Nelson AGB in Europe, IBOPE in Latin America, GfK in Germany, AGB Italia in
Europe, Latin America and the Middle East, Sofres in France, Spain and Asia, and
Video Research in Japan.

         In Consumer Panel Services, significant competitors include NPD,
operating in North America, and a Europanel consortium, which includes Taylor
Nelson AGB, Sofres/Secodip, GfK and Dympanel (Spain), operating in Europe. IRI
also competes in this area.

         Principal competitive factors include innovation, the quality,
reliability and comprehensiveness of analytical services and data provided,
flexibility in tailoring services to client needs, price and geographical
coverage.


                                       7
<PAGE>   10
FOREIGN OPERATIONS

         As indicated above, ACNielsen engages in a significant portion of its
business outside of the United States, with nearly 80% of its revenues in 1996
being generated through non-U.S. sources. ACNielsen's foreign operations are
subject to the usual risks inherent in carrying on business outside the United
States, including fluctuations in relative currency values, possible
nationalization, expropriation, price controls or other restrictive government
actions. ACNielsen believes that the risk of nationalization or expropriation is
reduced because its products are services and information, rather than products
which require manufacturing facilities or the use of natural resources.

INTELLECTUAL PROPERTY

         ACNielsen owns and controls trade secrets, confidential information,
trademarks, trade names, copyrights and other intellectual property rights
which, in the aggregate, are of material importance to ACNielsen's business.
Management of ACNielsen believes that the "ACNielsen" name and related names,
marks and logos are of material importance to ACNielsen. ACNielsen is licensed
to use certain technology and other intellectual property rights owned and
controlled by others, and, similarly, other companies are licensed to use
certain technology and other intellectual property rights owned and controlled
by ACNielsen.

         Pursuant to the Intellectual Property (IP) Agreement among D&B,
Cognizant and ACNielsen, ACNielsen has exclusive rights to the use of the
"ACNielsen" name worldwide; however, ACNielsen's future use of the "Nielsen"
name standing alone is prohibited and, as a part of a name describing new
products and services to be offered, is subject to certain limitations. In
addition, the IP Agreement also provides for the establishment of a new entity,
jointly owned by Cognizant and ACNielsen, into which certain trademarks
incorporating or relating to the "Nielsen" name in various countries will be
assigned. This entity is obligated to license such trademarks on a royalty-free
basis to Cognizant or ACNielsen for use in a manner consistent with the terms of
the IP Agreement and for purposes of conducting their respective businesses
after the Distribution, and is responsible for preserving the quality of those
trademarks and minimizing any risk of possible confusion. Pursuant to the TAM
Agreement, ACNielsen received from Cognizant a non-exclusive license to use
certain trademarks, technology and related intellectual property rights in the
conduct of the TAM Business outside of the United States and Canada for a period
of five years. ACNielsen shall not be licensed to use any such names or
technology in connection with the conduct of such business within the United
States or Canada. The technology and other intellectual property rights licensed
by ACNielsen are important to its business, although management of ACNielsen
believes that ACNielsen's business, as a whole, is not dependent upon any one
intellectual property or group of such properties.

         The names of ACNielsen's products and services referred to herein are
registered or unregistered trademarks or service marks owned by or licensed to
ACNielsen or its subsidiaries.

FORWARD-LOOKING STATEMENTS

         The Company may from time to time make oral forward-looking statements.
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company is hereby identifying important
factors that could cause actual results to differ materially from those
contained in any forward-looking statement made by or on behalf of the Company.
Any such statement is qualified by reference to the following cautionary
statements.

         The Company is currently implementing a turnaround strategy, the
success of which depends in large part on the Company's ability to collect,
process and deliver data in a timely, cost-effective and high quality manner;
reduce costs and improve productivity; and integrate and centralize various
foreign operations. Data collection is largely dependent on the availability of
retail sources that are willing to sell the data to the Company at prices
acceptable to the Company. In addition, the Company operates in highly
competitive markets and its businesses are subject to changes in general
economic conditions which impact the Company's clients' demand for the Company's
services; significant price and service competition; rapid technological
developments in the collection, manipulation and delivery of information; the
impact of foreign exchange rate fluctuations since so much of the Company's
earnings are generated abroad; the degree of acceptance of new product
introductions; and the uncertainties of litigation, including the IRI Action; as
well as other risks and uncertainties detailed from time to time in the
Company's Securities and Exchange Commission filings. Developments in any of
these areas could cause the Company's results to differ from results that have
been or may be projected by or on behalf of the Company. The Company cautions
that the foregoing list of important factors is not exclusive. The Company does
not undertake to update any forward-looking statement that may be made from time
to time by or on behalf of the Company.

FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

As stated above, the Company operates in one industry segment, Market Research,
Information and Analysis Services.


                                       8
<PAGE>   11
FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES

         The response to item 101(d) of Regulation S-K is incorporated herein by
reference to Note 16 Operations by Geographic Area on Page 44 of the 1996 Annual
Report.

ITEM 2. PROPERTIES

         ACNielsen's real properties are geographically distributed to meet
sales and operating requirements worldwide. Most of ACNielsen's properties are
leased from third parties, including D&B and Cognizant. ACNielsen's properties
are generally considered to be both suitable and adequate to meet current
operating requirements and virtually all space is being utilized.

ITEM 3. LEGAL PROCEEDINGS

         On July 29, 1996, 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 (a wholly-owned subsidiary of ACNielsen Corporation) and I.M.S.
International, Inc. (the "IRI Action").

         The complaint alleges various violations of the United States antitrust
laws: (1) a violation of Section 1 of the Sherman Act through an alleged
practice of tying A.C. Nielsen Company services in different countries or of
A.C. Nielsen Company and IMS services; (2) a violation of Section 1 of the
Sherman Act through alleged unreasonable restraints of trade consisting of the
contracts described above and through alleged long-term agreements with
multi-national customers; (3) a violation of Section 2 of the Sherman Act for
monopolization and attempted monopolization of export markets through alleged
exclusive data acquisition agreements with retailers in foreign countries, the
contracts with customers described above, and other means; (4) a violation of
Section 2 of the Sherman Act for attempted monopolization of the United States
market through the alleged exclusive data agreements described above, predatory
pricing, and other means; and (5) a violation of Section 2 of the Sherman Act
for an alleged use of market power in export markets to gain an unfair
competitive advantage in the United States.

         The complaint also alleges two claims of tortious interference with
contract and tortious interference with a prospective business relationship.
These claims relate to the acquisition by defendants of Survey Research Group
Limited ("SRG"). IRI alleges that SRG violated an alleged agreement with IRI 
when it agreed to be acquired by defendants and that defendants induced SRG to 
breach that agreement.

         IRI's complaint alleges damages in excess of $350 million, which amount
IRI has asked to be trebled under the antitrust laws. IRI also seeks punitive
damages in an unspecified amount.

         In connection with such action, D&B, Cognizant (the parent company of
IMS) and the Company have entered into the Indemnity and Joint Defense Agreement
described above in "Item 1, Indemnity and Joint Defense Agreement".

         Management of ACNielsen is unable to predict at this time the final
outcome of the IRI Action or whether its resolution could materially affect
ACNielsen's results of operations, cash flows or financial position.

        Directorate General IV of the Commission of the European Union (the
"Commission") had commenced an investigation of the Company for the possible
violation of European Union competition law. In May 1996, the Commission issued
a Statement of Objections with respect to certain of the Company's practices in
Europe, including discounting and other sales practices. On November 28, 1996,
the Company delivered an Undertaking to Directorate General IV of the
Commission. In accepting the Undertaking, the Commission agreed to terminate its
investigation of the Company without any adverse decision or fine. Pursuant to
the Undertaking, the Company agreed not to engage in certain sales practices and
contracts with multinational customers. In the opinion of management, compliance
with the Undertaking will not affect the company's results of operations, cash
flows or financial position.

         ACNielsen 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
ACNielsen's consolidated financial position.

         Reference is made to Note 14 of Notes to the Financial Statements on
Pages 42-43 of the 1996 Annual Report, which is incorporated herein by
reference.


                                       9
<PAGE>   12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not applicable.

EXECUTIVE OFFICERS OF THE REGISTRANT

        Executive officers are elected by the Board of Directors to hold office
until their respective successors are chosen and qualified.

        Listed below are the executive officers of the registrant at March 1,
1997 and brief summaries of their business experience during the past five
years.

<TABLE>
<CAPTION>
      Name                                 Title                              Age
----------------------  ----------------------------------------------------  ---

<S>                     <C>                                                   <C>
Nicholas L. Trivisonno  Chairman and Chief Executive Officer*                 49
Robert J  Lievense      President and Chief Operating Officer*                51
Michael P. Connors      Vice Chairman*                                        41
Earl H. Doppelt         Executive Vice President and General Counsel          43
Robert J. Chrenc        Executive Vice President and Chief Financial Officer  52
</TABLE>


  *Member of the Board of Directors.


        Mr. Trivisonno was elected Chairman and Chief Executive Officer of
ACNielsen, effective May 1996; he served as Executive Vice President-Finance and
Chief Financial Officer of D&B, effective September 1995 through November 1,
1996. Prior thereto, he had served with GTE Corporation (telecommunications)
through July 1995 as Executive Vice President-Strategic Planning and Group
President, effective October 1993, as Senior Vice President-Finance, effective
January 1989, and as Corporate Vice President and Controller, effective November
1988. He also served as a director of GTE Corporation from April 1995 through
July 1995.

        Mr. Lievense was elected President and Chief Operating Officer of
ACNielsen, effective May 1996; he served as Executive Vice President of D&B,
effective February 1995 through November 1, 1996. He had been elected Senior
Vice President of D&B, effective July 1993. Previously he had served as Chairman
of Dataquest Incorporated (technology information), effective September 1991,
and President of NCH Promotional Services, Inc. (coupon processing), effective
August 1990.

        Mr. Connors was elected Vice Chairman of ACNielsen, effective May 1996;
he served as Senior Vice President and Chief Human Resources Officer of D&B,
effective April 1995 through November 1, 1996. Prior thereto, he had served as
Senior Vice President of American Express Travel Related Services, effective
September 1989.

        Mr. Doppelt was elected Executive Vice President and General Counsel of
ACNielsen, effective May 1996; he had served as Senior Vice President and
General Counsel of D&B, effective May 1994 through November 1, 1996. Prior
thereto, he had served with Viacom Inc. (global entertainment) as Senior Vice
President and Deputy General Counsel, effective March 1994, and with Paramount
Communications Inc. (global entertainment), as Senior Vice President and Deputy
General Counsel, effective September 1992, and as Vice President and Deputy
General Counsel, effective October 1986.

         Mr. Chrenc was elected Executive Vice President and Chief Financial
Officer of ACNielsen, effective June 1996. Prior thereto he was a Partner of
Arthur Andersen LLP (accounting), effective September 1979 to May 1996.


                                       10
<PAGE>   13
                                     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 27 of the 1996 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 1992 through 1996 set forth
in "Summary Financial Data" on Page 46 of the 1996 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 23 to 27 of the 1996 Annual Report, which information is incorporated
herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         See Index to Financial Statements and Schedule under Item 14 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 11, 1997 filed with the Securities and Exchange
Commission, except that "Executive Officers of the Registrant" on Page 10 of
this report responds to Item 401(b) and (e) of Regulation S-K with respect to
the Company's executive officers.

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 and Certain Transactions" in the Company's proxy statement dated March
11, 1997 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 11, 1997 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 "Compensation of Executive Officers and
Directors and Certain Transactions" in the Company's proxy statement dated March
11, 1997 filed with the Securities and Exchange Commission.


                                       11
<PAGE>   14
                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

         (a) List of documents filed as part of this report.

                  (1) Financial Statements.

                      See Index to Financial Statements and Schedule on Page 14.

                  (2) Financial Statement Schedule.

                      See Index to Financial Statements and Schedule on Page 14.

                  (3) Other Financial Information.

                      Summary Financial Data.  See Index to Financial
                      Statements and Schedule on Page 14.

                  (4) Exhibits.
                      See Index to Exhibits on Pages 19 to 20, which indicates
                      which Exhibits are management contracts or compensatory
                      plans required to be filed as Exhibits.  Only responsive
                      information appearing on Pages 23 to 46 to Exhibit 13 is
                      incorporated herein by reference, and no other information
                      appearing in Exhibit 13 is or shall be deemed to be filed
                      as part of this Form 10-K.

         (b) Reports on Form 8-K.
                  A report was filed on Form 8-K on October 18, 1996 to describe
                  the adoption of the Company's Shareholders' Rights Plan.


                                       12
<PAGE>   15
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                       ACNIELSEN CORPORATION
                                            (REGISTRANT)


                                       By: /c/ NICHOLAS L. TRIVISONNO
                                           -------------------------------------
                                               NICHOLAS L. TRIVISONNO
                                          (CHAIRMAN AND CHIEF EXECUTIVE OFFICER)

                                       By: /c/ ROBERT J. CHRENC
                                           -------------------------------------
                                               ROBERT J. CHRENC
                                           (EXECUTIVE VICE PRESIDENT AND CHIEF
                                                     FINANCIAL OFFICER)

                                       By: /c/ WILLIAM R. HICKS
                                           -------------------------------------
                                               WILLIAM R. HICKS
                                             (VICE PRESIDENT AND CONTROLLER)

Date: March 26, 1997

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.


/s/ ROBERT H. BEEBY                      /s/ ROBERT HOLLAND, JR.
-------------------------------------    ---------------------------------------
    (ROBERT H. BEEBY, DIRECTOR)              (ROBERT HOLLAND JR., DIRECTOR)

/s/ MICHAEL P. CONNORS                   /s/ ROBERT J LIEVENSE
-------------------------------------    ---------------------------------------
    (MICHAEL P. CONNORS, DIRECTOR)           (ROBERT J LIEVENSE, DIRECTOR)

/s/ DONALD W. GRIFFIN                    /s/ JOHN R. MEYER
-------------------------------------    ---------------------------------------
    (DONALD W. GRIFFIN, DIRECTOR)            (JOHN R. MEYER, DIRECTOR)

/s/ THOMAS C. HAYS                       /s/ BRIAN B. PEMBERTON
-------------------------------------    ---------------------------------------
    (THOMAS C. HAYS, DIRECTOR)               (BRIAN B. PEMBERTON, DIRECTOR)

/s/ KAREN L. HENDRICKS                   /s/ ROBERT N. THURSTON
-------------------------------------    ---------------------------------------
    (KAREN L. HENDRICKS, DIRECTOR)           (ROBERT N. THURSTON, DIRECTOR)

/s/ ROBERT M. HENDRICKSON                /s/ NICHOLAS L. TRIVISONNO
-------------------------------------    ---------------------------------------
    (ROBERT M. HENDRICKSON, DIRECTOR)        (NICHOLAS L. TRIVISONNO, DIRECTOR)


Date: March 26, 1997


                                       13
<PAGE>   16
                   INDEX TO FINANCIAL STATEMENTS AND SCHEDULE

FINANCIAL STATEMENTS:

         The Company's consolidated financial statements, the notes thereto and
the related report thereon of Arthur Andersen LLP, independent public
accountants, for the year ended December 31, 1996 appearing on Pages 28 to 46 of
the 1996 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.

<TABLE>
<CAPTION>
                                                                     PAGE
                                                             -------------------
                                                                     1996 ANNUAL
                                                             10-K      REPORT
                                                             -----   -----------
<S>                                                          <C>     <C>
Report of Independent Public Accountants                        F-6      28
Statement of Management Responsibility
  for Financial Statements                                      F-6      28

As of December 31, 1996 and 1995:
  Consolidated Balance Sheets                                   F-8      30
For the years ended December 31, 1996, 1995 and 1994:
  Consolidated Statements of Operations                         F-7      29
  Consolidated Statements of Cash Flows                         F-9      31
  Consolidated Statements of Shareholders' Equity               F-10     32
  Notes to Consolidated Financial Statements                    F-11     33
Quarterly Financial Data (Unaudited) for the years ended
  December 31, 1996 and 1995                                    F-23     45
Management's Discussion and Analysis of Financial
  Condition and Results of Operations                           F-1      23
Other financial information:
  Five-year selected financial data                             F-24     46


SCHEDULE:
 Reports of Independent Public Accountants                   15-17       --

 ACNielsen Corporation and Subsidiaries:

 II-Valuation and Qualifying Accounts for the years ended
    December 31, 1996, 1995 and 1994                         18          --
</TABLE>


         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
<PAGE>   17
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                         ON FINANCIAL STATEMENT SCHEDULE

To the Shareholders and Board of Directors of ACNielsen Corporation:

         We have audited in accordance with generally accepted auditing
standards, the 1996 consolidated financial statements included in the Company's
1996 Annual Report incorporated by reference in this Form 10-K, and have issued
our report thereon dated February 19, 1997. Our audit was made for the purpose
of forming an opinion on those statements taken as a whole. The 1996 schedule
listed in the accompanying index is the responsibility of the Company's
management and is presented for purposes of complying with the Securities and
Exchange Commission's rules and is not part of the basic financial statements.
This schedule has been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, fairly states in
all material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.




                                       ARTHUR ANDERSEN LLP



Stamford, Connecticut
February 19, 1997


                                       15
<PAGE>   18
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Directors of ACNielsen Corporation:

         We have audited the combined financial statements of ACNielsen
Corporation, as defined in the notes to the financial statements, as of December
31, 1995 and for each of the two years in the period ended December 31, 1995, as
listed in the Index to Financial Statements on page 14 of this Form 10-K. These
combined financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our 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 the 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 combined financial statements referred to above
present fairly, in all material respects, the financial position of ACNielsen
Corporation as of December 31, 1995 and the results of its operations and its
cash flows for each of the two years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles.

         As discussed in the notes to the financial statements, in 1995 the
Company changed its method of accounting for the impairment of long-lived
assets.


                                       COOPERS & LYBRAND L.L.P.

Stamford, Connecticut
September 16, 1996


                                       16
<PAGE>   19
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Directors of ACNielsen Corporation:

Our report on the combined financial statements of ACNielsen Corporation, as
defined in the notes to the financial statements, as of December 31, 1995 and
for each of the two years in the period ended December 31, 1995, is included on
page 16 of this Form 10-K. In connection with our audits of such financial
statements, we have also audited the related financial statement schedule for
each of the years ended December 31, 1995 and 1994, set forth on page 18 of this
Form 10-K.

In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.



                                       COOPERS & LYBRAND L.L.P.

Stamford, Connecticut
September 16, 1996


                                       17
<PAGE>   20
                                                                     SCHEDULE II


                     ACNIELSEN CORPORATION AND SUBSIDIARIES

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, 1994
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------

                COL. A                                    COL. B               COL. C            COL. D            COL. E

--------------------------------------------------------------------------------------------------------------------------


                                                          BALANCE           ADDITIONS                             BALANCE
                                                         BEGINNING          CHARGED TO                            AT END
               DESCRIPTION                               OF PERIOD         OPERATIONS(A)      DEDUCTIONS(B)      OF PERIOD
------------------------------------------               ---------         -------------      -------------      ---------
ALLOWANCE FOR DOUBTFUL ACCOUNTS:

<S>                                                      <C>                  <C>               <C>              <C>
     For the Year Ended December 31, 1996                $ 17,289             $  3,853          $ 10,295          $ 10,847
                                                         ========             ========          ========          ========

     For the Year Ended December 31, 1995                $  8,077             $ 10,523           $ 1,311          $ 17,289
                                                         ========             ========          ========          ========

     For the Year Ended December 31, 1994                $  6,332             $  4,443          $  2,698          $  8,077
                                                         ========             ========          ========          ========
</TABLE>


NOTE:

         (a) The increase in additions in 1995 is substantially attributable to
             bad debts in Europe.

         (b) Represents primarily the charge-off of uncollectible accounts for
             which a reserve was provided.


                                       18
<PAGE>   21
INDEX TO EXHIBITS

EXHIBIT NUMBER
REGULATION S-K     DESCRIPTION
--------------    -------------------------------------------------------------

         3        Articles of Incorporation and By-laws.

                  (a)      Restated Certificate of Incorporation of the Company
                           dated October 7, 1996 (filed as Exhibit 3.1 to the
                           Company's Registration Statement on Form 10, File No.
                           001-12277 (the "Form 10") and incorporated herein by
                           reference).

                  (b)      Amended and Restated By-laws of the Company (filed as
                           Exhibit 3.2 to the Form 10 and incorporated herein by
                           reference).

         4        Instruments Defining the Rights of Security Holders, Including
                  Indentures.

                           ACNielsen Corporation $125,000,000 Credit Agreement
                           dated as of December 19, 1996. *

         10       Material Contracts. (All of the following documents, except
                  for items (a) through (f), are management contracts or
                  compensatory plans or arrangements required to be filed
                  pursuant to Item 14(c).)

                  (a)      Distribution Agreement dated as of October 28, 1996
                           among The Dun & Bradstreet Corporation, Cognizant
                           Corporation and ACNielsen Corporation. *

                  (b)      Tax Allocation Agreement dated as of October 28, 1996
                           among The Dun & Bradstreet Corporation, Cognizant
                           Corporation and ACNielsen Corporation. *

                  (c)      Employee Benefits Agreement dated as of October 28,
                           1996 among The Dun & Bradstreet Corporation,
                           Cognizant Corporation and ACNielsen Corporation. *

                  (d)      Intellectual Property Agreement dated as of October
                           28, 1996 among The Dun & Bradstreet Corporation,
                           Cognizant Corporation and ACNielsen Corporation. *

                  (e)      TAM Master Agreement dated as of October 28, 1996
                           between Cognizant Corporation and ACNielsen
                           Corporation. *

                  (f)      Indemnity and Joint Defense Agreement dated as of
                           October 28, 1996 among The Dun & Bradstreet
                           Corporation, Cognizant Corporation and ACNielsen
                           Corporation. *

                  (g)      1996 ACNielsen Corporation Non-Employee Directors'
                           Stock Incentive Plan. *+

                  (h)      1996 ACNielsen Corporation Non-Employee Directors'
                           Deferred Compensation Plan. *+

                  (i)      1996 ACNielsen Corporation Key Employees' Stock
                           Incentive Plan. *+

                  (j)      1996 ACNielsen Corporation Replacement Plan for
                           Certain Employees Holding The Dun & Bradstreet
                           Corporation Equity-Based Awards. *+



* Filed herewith.

+ This exhibit constitutes a management contract, compensatory plan, or
  arrangement.


                                       19
<PAGE>   22
EXHIBIT NUMBER
REGULATION S-K     DESCRIPTION
--------------     ------------------------------------------------------------

                   (k)     1996 ACNielsen Corporation Senior Executive
                           Incentive Plan. *+

                   (l)     1996 ACNielsen Corporation Management Incentive
                           Bonus Plan. *+

                   (m)     ACNielsen Corporation Supplemental Executive
                           Retirement Plan. *+

                   (n)     ACNielsen Corporation Retirement Benefit Excess
                           Plan. *+

                   (o)     ACNielsen Corporation Executive Transition Plan. *+

                   (p)     Form of Change-in-Control Agreements. *+

                   (q)     Form of Option Agreement. *+

                   (r)     Form of LSAR Agreement. *+

                   (s)     Form of Directors' Restricted Stock Agreement. *+

         11        Statement Re Computation of Per Share Earnings.

                           Computation of Earnings Per Share of Common Stock on
                           a Fully Diluted Basis *

         13        Annual Report to Security Holders.

                           1996 Annual Report *

         21        Subsidiaries of the Registrant.

                           List of Active Subsidiaries as of January 31, 1997 *

         23        Consents of Experts and Counsel.

                           23.1 Consent of Arthur Andersen LLP *
                           23.2 Consent of Coopers & Lybrand L.L.P. *

         27        Financial Data Schedule. *


* Filed herewith.

+ This exhibit constitutes a management contract, compensatory plan, or
  arrangement.


                                       20