<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _________________ to _________________
Commission file number 1-7155 (The Dun & Bradstreet Corporation)
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
Profit Participation Plan of The Dun & Bradstreet Corporation.
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
The Dun & Bradstreet Corporation, One Diamond Hill Road, Murray Hill, NJ
07974.
REQUIRED INFORMATION
The required financial statements are attached to this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Employee Benefits Committee of The Dun & Bradstreet Corporation has duly caused
this annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
(Name of Plan)
BY: __________________________________
Chester J. Geveda Jr.
Vice President & Controller
Date: June 28, 1999
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-64653) of the Dun and Bradstreet Corporation of
our report dated June 28, 1999 relating to the financial statements and
supplemental schedules, which appear in this Form 11-K.
PricewaterhouseCoopers LLP
June 28, 1999
<PAGE>
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
INDEX TO FINANCIAL STATEMENTS
Pages
Report of Independent Accountants 2
Statements of Net Assets Available for Plan Benefits as of
December 31, 1998 and 1997 3-4
Statement of Changes in Net Assets Available for Plan Benefits
for the year ended December 31, 1998 5
Notes to Financial Statements 6-11
Schedule of Assets Held for Investment Purposes 12
Schedule of Reportable Transactions 13
<PAGE>
Report of Independent Accountants
To the Employee Benefits Committee of the Board of Directors of The Dun &
Bradstreet Corporation:
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statement of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of the Profit Participation Plan of The Dun & Bradstreet
Corporation (the "Plan") at December 31, 1998 and 1997, and the changes in net
assets available for plan benefits for the year ended December 31, 1998 in
conformity with generally accepted accounting principles. 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 of these statements in accordance with generally accepted
auditing standards which 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of the
Schedule of Assets Held for Investment Purposes and the Schedule of 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. The fund information in the statements of net assets available for plan
benefits and the statement of changes in net assets available for plan benefits
is presented for purposes of additional analysis rather than to present the net
assets available for plan benefits and changes in net assets available for plan
benefits of each fund. These supplemental schedules and fund information are the
responsibility of the Plan's management. The supplemental schedules and fund
information have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
PricewaterhouseCoopers LLP
June 28, 1999
2
<PAGE>
<TABLE>
<CAPTION>
PROFIT PARTICIPATION PLAN Of
THE DUN & BRADSTREET CORPORATION
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
As of December 31, 1998
(Dollars in Thousands)
Fund Information
----------------------------------------------------------------------------------------
Dun & Bradstreet
Equity Dun & Bradstreet R.H. Donnelley Legacy Special Fixed Balanced
Index Common Stock Common Stock Common Stock Income Index
Fund Fund Fund Fund Fund Fund
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investments at fair value $396,735 $86,543 $6,332 $0 $261,640 $39,786
Accrued interest receivable
on participant loans 41 21 0 0 22 3
Other receivables 85 39 102 0 714 1
Interfund receivable/(payable) (1,789) (2,223) (6,433) 0 10,183 487
Contributions receivable/(payable)
Employer (22) 1 (1) 0 (7) (2)
Participants 323 118 0 0 1 24
---------- --------- -------- ---- ---------- ---------
Net assets available
for plan benefits $395,373 $84,499 $ 0 $0 $272,553 $40,299
========== ========= ======== ==== ========== =========
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
PROFIT PARTICIPATION PLAN Of
THE DUN & BRADSTREET CORPORATION
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION - (Continued)
As of December 31, 1998
(Dollars in Thousands)
Fund Information
----------------------------------------------------
Mid & Small International
Equity Index Equity Index Loan
Fund Fund Account Total
<S> <C> <C> <C> <C>
Investments at fair value $37,526 $22,204 $13,501 $864,267
Accrued interest receivable
on participant loans 5 3 0 95
Other receivables 7 7 0 955
Interfund receivable/(payable) (130) (95) 0 0
Contributions receivable/(payable)
Employer (5) (5) 0 (41)
Participants 66 26 0 558
--------- --------- --------- ----------
Net assets available
for plan benefits $37,469 $22,140 $13,501 $865,834
========= ========= ========= ==========
The accompanying notes are an integral part of the financial statements.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
PROFIT PARTICIPATION PLAN Of
THE DUN & BRADSTREET CORPORATION
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
As of December 31, 1997
(Dollars in Thousands)
Fund Information
-----------------------------------------------------------------------------------------------------
Dun & Bradstreet
Equity Dun & Bradstreet Legacy Special Fixed Balanced Mid & Small International
Index Common Stock Common Stock Income Index Equity Index Equity Index
Fund Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
Investment in Group
Trust, at fair value $350,273 $20,266 $103,873 $306,416 $26,554 $30,401 $17,735
Accrued interest receivable
on participant loans 54 24 0 34 4 6 5
Interfund receivable/(payable) 2,890 2,523 (1,367) (4,842) 1,297 515 (1,016)
Contributions receivable:
Employer 86 (38) 87 254 8 25 (288)
Participants 777 170 122 (670) 105 172 67
---------- --------- ---------- ---------- --------- --------- ---------
Net assets available
for plan benefits $354,080 $22,945 $102,715 $301,192 $27,968 $31,119 $16,503
========== ========= ========== ========== ========= ========= =========
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
PROFIT PARTICIPATION PLAN Of
THE DUN & BRADSTREET CORPORATION
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION - (Continued)
As of December 31, 1997
(Dollars in Thousands)
Fund Information
----------------------
Loan
Account Total
<S> <C> <C>
Investment in Group
Trust, at fair value $17,343 $872,861
Accrued interest receivable
on participant loans 0 127
Interfund receivable/(payable) 0 0
Contributions receivable:
Employer 0 134
Participants 0 743
--------- ----------
Net assets available
for plan benefits $17,343 $873,865
========= ==========
The accompanying notes are an integral part of the financial statements.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
PROFIT PARTICIPATION PLAN Of
THE DUN & BRADSTREET CORPORATION
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
For The Year Ended December 31, 1998
(Dollars in Thousands)
Fund Information
----------------------------------------------------------------------------------------
Dun & Bradstreet
Equity Dun & Bradstreet R.H. Donnelley Legacy Special Fixed Balanced
Index Common Stock Common Stock Common Stock Income Index
Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Investment Income $94,735 $5,359 ($248) $12,198 $17,856 $7,172
Accrued interest receivable
on participant loans 41 21 0 0 22 3
Contributions received:
Employer 4,639 1,645 (2) (80) 1,816 574
Participants 14,632 4,909 0 (162) 6,569 1,657
Participant loan repayments 3,565 1,650 0 0 1,929 271
Benefits paid to participants (42,825) (5,945) (302) (7,731) (44,123) (2,858)
Loans to participants (3,275) (916) (35) (369) (2,049) (202)
Transfer to other trustees (Note 4) (38,452) (8,534) (81) (3,244) (22,196) (2,546)
InterFund transfers 8,233 63,365 668 (103,327) 11,537 8,260
---------- --------- ----- ---------- ---------- ---------
Net increase/(decrease) for the year 41,293 61,554 0 (102,715) (28,639) 12,331
Net assets available for plan
benefits as of January 1, 1998 354,080 22,945 0 102,715 301,192 27,968
---------- --------- ----- ---------- ---------- ---------
Net assets available for plan
benefits as of December 31, 1998 $395,373 $84,499 $ 0 $ 0 $272,553 $40,299
========== ========= ===== ========== ========== =========
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
PROFIT PARTICIPATION PLAN Of
THE DUN & BRADSTREET CORPORATION
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION - (Continued)
For The Year Ended December 31, 1998
(Dollars in Thousands)
Fund Information
--------------------------------------------------
Mid & Small International
Equity Index Equity Index Loan
Fund Fund Account Total
<S> <C> <C> <C> <C>
Investment Income $2,466 $3,587 $1,336 $144,461
Accrued interest receivable
on participant loans 5 3 0 95
Contributions received:
Employer 892 484 0 9,968
Participants 3,458 1,852 0 32,915
Participant loan repayments 490 300 (8,241) (36)
Benefits paid to participants (2,862) (2,158) 0 (108,804)
Loans to participants (396) (220) 5,478 (1,984)
Transfer to other trustees (Note 4) (4,595) (2,583) (2,415) (84,646)
InterFund transfers 6,892 4,372 0 0
--------- --------- --------- ----------
Net increase/(decrease) for the year 6,350 5,637 (3,842) (8,031)
Net assets available for plan
benefits as of January 1, 1998 31,119 16,503 17,343 873,865
--------- --------- --------- ----------
Net assets available for plan
benefits as of December 31, 1998 $37,469 $22,140 $13,501 $865,834
========= ========= ========= ==========
The accompanying notes are an integral part of the financial statements.
</TABLE>
5
<PAGE>
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
NOTES TO FINANCIAL STATEMENTS
Note 1. Background and Plan Description
The Dun & Bradstreet Corporation and affiliated participating companies (the
"Company") established The Dun & Bradstreet Defined Contribution Plan Trust (the
"Trust") for the purpose of holding the assets of The Dun & Bradstreet
Corporation Profit Participation Plan (the "Plan") and other defined
contribution plans.
As of December 31, 1997, the assets of the Plan were commingled, within the
trust, for investment purposes with the assets of the DonTech Profit
Participation Plan. The Plan's investment in the Trust was based on its relative
interest in the fair value of the assets held in the Trust. Investment income,
gains and losses on sales of investments and net appreciation/depreciation in
the fair value of investments were allocated to the Plan based upon its relative
investment balances at fair value during the valuation period.
On June 30, 1998, the Company split into two publicly traded independent
companies - The New Dun & Bradstreet Corporation and R.H. Donnelley Corporation.
The separation of the two companies was accomplished through a tax-free dividend
of a new equity comprised of the Company's Risk Management Services segment
(Moody's Investor Service and Dun & Bradstreet, the operating company) (the
Distribution). The new entity became "The Dun & Bradstreet Corporation" and the
continuing entity changed its name to "R.H. Donnelley Corporation" and consists
of the Company's Directory Information Services segment (R.H. Donnelley, the
operating company and the DonTech partnership). The existing Profit
Participation Plan was adopted by The Dun & Bradstreet Corporation. Existing
Company employees remained in the Plan, while associates of R.H. Donnelley were
given the option to choose the Company Plan or the newly established R.H.
Donnelley Plan. The R.H. Donnelley Corporation and DonTech assets were moved to
the R.H. Donnelley Master Trust as a result of the split.
The assets of the Plan are held in Trust with the Northern Trust Company (the
"Trustee"). Bankers Trust was replaced as trustee by the Northern Trust Company
on May 1, 1998.
The following summary of major Plan provisions in effect for the Plan year is
provided for general information purposes only. Participants should refer to the
Plan document for more complete information. The Plan is a defined contribution
plan and is subject to the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA).
Full time associates of the Company are immediately eligible to participate in
the Plan on their date of hire. Part time associates who work at least one
thousand hours during the consecutive twelve-month period following employment,
or in any calendar year thereafter, are eligible to participate in the Plan.
Participants contribute to the basic Plan by authorizing payroll deductions
equal to 1%, 2%, 3%, 4%, 5%, or 6% of their creditable compensation as defined
in the Plan. The Company makes matching contributions equal to a minimum of 50%
of aggregate participants contributions. If the average increase in earnings per
share ("EPS"), as defined in the Plan, of common stock of The Dun & Bradstreet
Corporation for any Plan year and the immediately preceding Plan year is greater
than 5%, the Company may contribute an additional percentage of the aggregate
participant contributions. The percentage of additional Company matching
contributions depends on the average increase in EPS and a participant's total
years of service.
Participants also may make additional contributions (which are not eligible for
company matching contributions) under an Investment Plan addendum to the basic
Plan.
6
<PAGE>
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 1. Background and Plan Description (Cont.)
Participants are not permitted to invest more than 50% of their account balance
or contributions in the Dun & Bradstreet Common Stock Fund. Participants are
able to reallocate their entire account balances in multiples of 10% among the
Plan's investment funds, subject to the 50% maximum for the Dun & Bradstreet
Common Stock Fund.
Participants' contributions under the basic Plan and additional contributions
under the Investment Plan may be made in the form of contributions from
after-tax earnings and/or contributions from before-tax earnings, which have the
effect of reducing current taxable earnings for federal income tax purposes. A
participant's aggregate contributions may not exceed 16% of the participant's
creditable compensation (up to 6% in contributions under the basic Plan and up
to 10% in contributions under the Investment Plan) subject to an overall limit
on before-tax contributions imposed by the Internal Revenue Code. For 1998, the
Internal Revenue Code limit on before-tax contribution was $10,000.
To comply with certain provisions of the Tax Reform Act of 1986 (the "Act"), the
Plan limits maximum covered compensation as defined by the Secretary of the
Treasury. The maximum covered compensation for purposes of determining
participant and Company contributions under the Plan for 1998 was $160,000.
Additionally, the Plan provides for vesting in the value of Company
contributions to a participant's Plan account after three years of service
beginning on the participant's initial employment date with the Company. In
addition a participant becomes 100% vested in the value of Company contributions
immediately upon attainment of age 65 or if they become totally and permanently
disabled or die.
Upon termination of service with the Company, participants become eligible for a
lump sum distribution of the vested portion of their account balance. Retired
and terminated participants who have an account balance in excess of $5,000 may
elect various forms of deferred distribution.
Participants may obtain loans from the Plan, which are secured by the vested
balance in their accounts. The Plan limits the total number and amount of loans
outstanding at any time for each participant. You may have up to two general
purpose loans and one loan to purchase your principal residence. The minimum
loan is $500 and the maximum is the lower of 50% of your vested account balance
or $50,000. The maximum applies to all outstanding loans. Interest rates
applicable to Plan loans are based on the prime rate as reported in The Wall
Street Journal on the last business day of the month before your loan is
processed plus 2%. The total number of participants with outstanding loans at
December 31, 1998 was 2,867.
Amounts forfeited by nonvested or partially vested participants who terminated
during the year ended December 31, 1998 are $582,280. Forfeited amounts reduce
future Company contributions.
Note 2. Summary of Significant Accounting Policies
Basis of Accounting: The financial statements of the Plan are prepared on the
accrual method of accounting.
Contributions: Contributions by participating employees ("participants")
are recorded in the period payroll deductions are made. Contributions by the
Company are based upon amounts required to be funded under the provisions of the
Plan.
Payment of Benefits: Benefits are recorded when paid.
7
<PAGE>
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 2. Summary of Significant Accounting Policies (Cont.)
Plan Expenses: Transaction and investment manager fees relating to investments
in all funds are recorded by the plan. Trustee fees and other expenses
of administering the Plan are borne by the Company.
Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make significant
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
Risks and Uncertainties: 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 valuations in the near term would materially
affect participants' account balances and the amounts reported in the Statements
of Net Assets Available for Plan Benefits and the Statement of Changes in Net
Assets Available for Plan Benefits.
Plan Termination: While the Company has not expressed any intent to discontinue
its contributions or to terminate the Plan, it is free to do so at any time
subject to the provisions of the ERISA and the Internal Revenue Code which state
that, in such event, all participants of the Plan shall be fully vested in the
amounts credited to their accounts.
Note 3. Investment Funds
Participants of the Plan can elect to have amounts credited to their Plan
accounts invested in one or more of the following investment funds:
1) The Equity Index Fund is a fund invested in the common stock of companies
included in the Standard & Poor's 500 Stock Index (S&P 500), the number of
participants at December 31, 1998 was 7,492.
2) The Dun & Bradstreet Legacy Stock Fund consisted of shares of the Company,
ACNielsen Corporation, and Cognizant Corporation. This fund was created
concurrent with the 1996 restructuring of the Dun & Bradstreet Corporation. This
fund was closed on May 31, 1998 by which time participants were required to
re-allocate any balance in this fund or be automatically moved into The Dun &
Bradstreet Common Stock Fund.
3) The R.H. Donnelley Common Stock Fund was created on June 30, 1998 as a result
of the split of The Dun & Bradstreet Corporation and The R.H. Donnelley
Corporation. The fund consisted of shares of The R.H. Donnelley Corporation.
This fund was closed on December 31, 1998 by which time participants were
required to re-allocate any balance in this fund or be automatically moved into
The Special Fixed Income Fund.
4) The Dun & Bradstreet Common Stock Fund is a fund invested in the common stock
of The Dun & Bradstreet Corporation, the number of participants at December 31,
1998 was 4,673.
5) The Special Fixed Income Fund is a fund invested in group insurance contracts
(GICs) with one or more insurance companies and/or financial institutions that
contract to repay both principal and a specific rate of return, depending on
market conditions when the contract is negotiated and the length of the
contract. The number of participants as of December 31, 1998 was 6,658.
8
<PAGE>
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 3. Investment Funds (Cont.)
6) The Balanced Equity Index Fund is a fund invested in the common stock of
companies included in the Standard & Poor's 500 Stock Index (S&P 500) and long
term bonds. The number of participants at December 31, 1998 was 1,796.
7) The Mid & Small Cap Equity Index Fund is a fund invested in common stocks in
the U.S. equity market that are not included in the S&P 500. The number of
participants at December 31, 1998 was 2,716.
8) The International Equity Index Fund is a fund invested in a portfolio of
securities traded outside the U.S. Investment selections are based on the
Europe, Australia, and Far East Index. The number of participants at December
31, 1998 was 2,113.
Participants may elect to change their investment options monthly.
Contributions received from participants and the Company are temporarily
invested in Northern Trust Company Short Term Investment Fund, pending
investment into the funds. Investments of the Special Fixed Income Fund consist
primarily of investment contracts with insurance companies, which represents a
concentration of credit risk. However, the Plan does not anticipate
nonperformance by the insurance companies.
Note 4. Transfer of Assets.
In connection with the split of The Dun & Bradstreet Corporation and the R.H.
Donnelley Corporation referenced in Note 1, assets in the amount of $59,460,217
were distributed to the R.H. Donnelley Corporation Master Trust.
The partnership between Ameritech and the Company know as "DonTech" was moved to
the R.H. Donnelley Corporation as a result of the Distribution. As such, the
Plan assets of the DonTech plan held in the Company Group Trust were transferred
to the R.H. Donnelley group trust. An additional amount of $2,154,423 was
transferred from the Company Plan for D&B employees transferring to DonTech.
In addition, the East Coast proprietary operations of R.H. Donnelley were
divested on December 15, 1997. As a result, assets in the amount of $17,254,463
were transferred in 1998. A division of Moody's, Financial Communications (FIS),
was also divested on July 15, 1998. Initial assets transfers of $6,631,812 were
made during 1998, which was greater than the final determination of the FIS
assets of $5,778,669. This was recorded as a receivable of the Plan of $853,143,
which will be collected in 1999.
Note 5. Tax Status
The Internal Revenue Service has determined and informed the Company by a letter
dated July 7, 1995 that the Plan and related trust are designed in accordance
with applicable sections of the Internal Revenue Code (IRC). The Plan has been
amended as a result of the June 30, 1998 Distribution. The Company is awaiting
approval of an application for plan determination made on September 23, 1998.
However, the Plan administrator and the Plan's counsel believe that the Plan is
designed and is currently being operated in compliance with the applicable
requirements of the IRC.
9
<PAGE>
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 6. Investments Held
The Plan's investment in Group Trust, at fair value in the Statement of Net
Assets available for Plan Benefits as of December 31, 1997 represents 95.5% of
the assets held in a group trust as of December 31, 1997. As a result of the
spin-off of R.H. Donnelley during 1998 the Plan no longer participates in the
Group Trust and the investments at fair value in the Statement of Net Assets
available for Plan Benefits, as of December 31, 1998 are wholly owned by the
Plan. The assets held by the Plan and the Group Trust as of December 31, 1998
and 1997 respectively, are as follows (dollars in thousands):
December 31,
1998 1997
BGI Equity Index Fund $396,718* $364,313*
The Dun & Bradstreet Corporation Common Stock 86,450* 21,114
R.H. Donnelley Corporation Common Stock 2,334
Ameritech Corporation Common Stock 3,011
Legacy Common Stock Fund 107,651*
New York Life Annuity Contract 41,468 32,272
John Hancock Annuity Contract 15,149 37,562
Principal Mutual Annuity Contract 28,929 64,064*
MetLife Annuity Contract 67,807* 100,428*
CIGNA Annuity Contract 60,200* 52,150*
TransAmerica Annuity Contract 15,804 21,663
Travelers Life & Annuity Contract 15,203
BGI Balanced Fund 39,729 27,481
BGI International Equity Fund 22,198 18,371
BGI Mid & Small Cap Fund 37,514 31,096
Loan Account 13,501 18,304
Northern Trust Short Term Investment Fund 21,186
Bankers Trust Short Term Investment Fund 13,074
---------- ----------
Total Investments 864,190 912,554
Accrued interest and dividends 77 1,797
---------- ----------
Total assets in Group Trust $914,351
Total assets in Plan $864,267
========== ==========
* These investments represented 5% or more of the total Plan assets.
Investment income during 1998 is as follows (in thousands):
Net Appreciation / (Depreciation)
BGI Equity Index Fund $ 94,743
The Dun & Bradstreet Common Stock 3,882
R.H. Donnelley Common Stock (433)
Legacy Common Stock 11,505
BGI Balanced Fund 7,165
BGI Mid & Small Cap Fund 2,459
BGI International Equity Fund 3,567
----------
122,888
Interest 19,379
Dividends 2,194
----------
Total Investment Income $144,461
==========
10
<PAGE>
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 6. Investment Held (Cont.)
Investments in securities are included at fair value. The fair value of
investments is determined utilizing the applicable December 31 closing sales
prices as quoted in published financial sources.
Investments in the Northern Trust Short-Term Investment Fund and the Barclays
Global Investors funds are valued at the applicable December 31 redemption
prices reported by the managers of the Funds.
Investments under CIGNA Life Insurance Company, John Hancock Mutual Life
Insurance Company, Metropolitan Life Insurance Company, The New York Life
Insurance Company, the Principal Mutual Life Insurance Company, TransAmerica
Occidental Life Insurance Company, and Travelers Life Insurance Company
investment contracts are stated at contract value, which approximates fair value
and which represents the aggregate amount of accumulated contributions into the
account and interest earned thereon, less accumulated distributions and
administrative expenses.
Dividend income is recorded on the ex-dividend date. Interest earned on
investments is recorded on the accrual basis. Purchases and sales of securities
are recorded on the trade date.
The net appreciation in the fair value of the Plan's investments consists of
realized gains and losses and the unrealized appreciation on those investments
for the year. Participant loans are valued at cost, which approximates fair
value.
Note 7. Reconciliation of Financial Statements to Form 5500
Liabilities of $7,790,000 and $17,772,000 for the years ended December 31, 1998
and 1997 respectively, relating to participants who have elected to withdraw
from the Plan but have not yet been paid, have been reflected on the Forms 5500.
The difference between benefits paid to participants reported in the Statement
of Changes in Net Assets Available for Plan Benefits and the Form 5500 for the
year ended December 31, 1998 amounted to $9,982,000.
The following is a reconciliation of net assets available for benefits according
to the financial statements to form 5500 reporting:
December 31,
1998 1997
Net assets available for benefits
per financial statements $865,834,000 $873,865,000
Amounts allocated to withdrawing participants (7,790,000) (17,772,000)
-------------- --------------
Net assets available for benefits per Form 5500 $858,044,000 $856,093,000
============== ==============
The following is a reconciliation of benefits paid to participants according to
the financial statements to From 5500 filing:
Year Ended
December 31, 1998
Benefits paid to participants per financial statements $108,804,000
Add: Amounts allocated to withdrawing participants 12/31/98 7,790,000
Less: Amounts allocated to withdrawing participants 12/31/97 (17,772,000)
--------------
Benefits paid to participants per Form 5500 $ 98,822,000
==============
11
<PAGE>
<TABLE>
<CAPTION>
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
As of December 31, 1998
DESCRIPTION OF INVESTMENTS Number of Shares COST CURRENT VALUE
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<S> <C> <C> <C>
Common Stocks:
The Dun & Bradstreet Corporation Common Stock 2,739,021 $ 65,816,704 $ 86,450,350
The R.H. Donnelley Corporation Common Stock 160,268 1,428,537 2,333,723
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67,245,241 88,784,073
Common/Collective Trusts:
Barclays Global Investors Equity Index Fund 1,400,259 154,456,417 424,268,237
Barclays Global Investors Equity Index Fund E 60,903 2,204,418 2,319,870
Barclays Global Investors US Debt Index Fund 311,615 8,231,563 8,849,157
Barclays Global Investors US Debt Index Fund E 60,367 989,177 1,009,629
Barclays Global Investors Extended Equity Market Fund 360,289 31,005,398 36,332,264
Barclays Global Investors Extended Market Fund E 50,547 1,033,159 1,181,795
Barclays Global Investors MSCI Equity Index Fund Malaysia 20,004 58,489 82,324
Barclays Global Investors EAFE Equity Index Fund 189,330 18,080,689 20,561,454
Barclays Global Investors EAFE Equity Index Fund E 84,296 1,411,167 1,553,717
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217,470,477 496,158,447
Insurance Contracts:
CIGNA Insurance Company #25261 10/01/02 5.67% 15,209,972 15,209,972
CIGNA Insurance Company #25247 04/01/02 5.67% 29,053,825 29,053,825
CIGNA Insurance Company #25237 04/02/01 6.51% 15,936,276 15,936,276
John Hancock Mutual Life Insurance Company 04/03/00 6.22% 15,148,620 15,148,620
Metropolitan Life Insurance Company #24674 04/02/01 6.63% 27,184,362 27,184,362
Metropolitan Life Insurance Company #24623 10/02/00 6.75% 17,503,499 17,503,499
Metropolitan Life Insurance Company #13854 04/01/99 7.33% 15,810,403 15,810,403
Metropolitan Life Insurance Company #24528 10/02/00 6.15% 7,309,208 7,309,208
New York Life Insurance Company #30818 04/01/02 6.13% 21,058,985 21,058,985
New York Life Insurance Company #30228 10/01/99 7.19% 9,160,624 9,160,624
New York Life Insurance Company #30228-002 04/03/00 6.25% 11,248,101 11,248,101
Principal Mutual Life Insurance Company #4-4402-V 10/02/00 6.40% 17,046,776 17,046,776
Principal Mutual Life Insurance Company #4-4402-IV 10/01/99 7.24% 11,882,333 11,882,333
TransAmerica Occidental Life Insurance Company #51426 10/01/01 6.89% 15,803,933 15,803,933
Travelers Life & Annuity Insurance Company #17028 10/01/02 5.47% 15,202,710 15,202,710
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$244,559,627 $244,559,627
Money Market Funds:
Barclays Global Investors Money Market Fund 352 352 352
Northern Trust Company Short Term Investment Fund 21,263,395 21,263,395 21,263,395
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21,263,747 21,263,747
Participant Loans 13,501,239 13,501,239
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Total Assets Held For Investment Purposes $564,040,331 $864,267,133
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</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
Item 27d - Schedule of Reportable Transactions
For the year ended December 31, 1998
Current Value
Number of Purchase Selling Cost of of Asset on Net Gain
Reportable Transaction Description of Assets Transactions Price Price Asset Transaction Date or (Loss)
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<S> <C> <C> <C> <C> <C> <C> <C>
Northern Trust Company Short Term Investment Fund 320 $149,296,482 $149,296,482
Northern Trust Company Short Term Investment Fund 234 $148,715,871 $148,715,871 148,715,871 $ 0
CF Barclays Equity Index Fund E 27 23,882,132 23,882,132
CF Barclays Equity Index Fund E 26 29,407,251 29,342,571 29,407,251 64,680
</TABLE>
13
